Private and Confidential February 23, 2005 Broadwell Group Ltd. c/o Overseas Management Company (B.V.I.) Limited British Virgin Islands Attn: Steven Deng Dear Sirs Memorandum of Understanding on Equity Joint Venture Agreement between Comtech Group,...
Exhibit 10.10
Private and Confidential
February 23, 2005
▇▇▇▇▇▇▇▇▇ Group Ltd.
c/o Overseas Management Company (B.V.I.) Limited
P.O. ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
British Virgin Islands
Attn: ▇▇▇▇▇▇ ▇▇▇▇
Dear Sirs
Memorandum of Understanding on Equity Joint Venture Agreement between Comtech Group, Inc. and ▇▇▇▇▇▇▇▇▇ Group Ltd.
Comtech Group, Inc. (“Comtech”) is pleased to have entered an Equity Joint Venture Agreement (the “Agreement”) with ▇▇▇▇▇▇▇▇▇ Group Ltd. (“▇▇▇▇▇▇▇▇▇”) on January 17, 2005 to establish an enterprise in Hong Kong to serve as an independent distributor promoting IC’s and components into China market in start with distributing products made by Broadcom Corporation, a NASDAQ listed company, into China. This letter is to enhance our mutual understanding on the provisions and terms of the Agreement.
Under this memorandum, the following terms shall be clarified:
| 1. | The English name of the equity joint venture enterprise shall change from Comtech Broadband Inc, to Comtech Broadband Corporation Limited (“CBCL”); |
| 2. | Comtech shall buy 55% of the total outstanding common shares of CBCL whereas ▇▇▇▇▇▇▇▇▇ buy 45% of the total outstanding common shares of CBCL. CBCL shall become a subsidiary of Comtech; |
| 3. | CBCL shall finance its business operations by itself and Comtech shall assist in negotiation of banking facilities. Comtech shall not have any commitment on providing operational funding and credit facilities to CBCL; |
| 4. | All management personnel shall be subject to the appointment by the Board of Directors of CBCL and Comtech’s sales VP, ▇▇▇▇▇▇ ▇▇▇▇, shall be the CEO of CBCL; |
| 5. | Comtech shall not have any obligation to sell common shares to ▇▇▇▇▇▇▇▇▇ in the event that CBCL gets listed on NASDAQ. ▇▇▇▇▇▇▇▇▇ shall also not be necessary to purchase any common shares from Comtech; |
| 6. | CBCL is a Hong Kong incorporated company and shall not have a fixed term of duration. |
This memorandum constitutes our mutual agreement and understanding to the above terms.
If the above terms are acceptable and the services described are in accordance with your understanding, please sign the copy of this memorandum in the space provided and return it to us.
Yours truly
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
Chairman and CEO
Acknowledged and agreed to by
/s/ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ Group Limited
Date: 2/28/2005