FUNTALK CHINA HOLDINGS LIMITED (an exempted company with limited liability registered by way of continuation in the Cayman Islands) 12,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York
Contract Type FiledAugust 2nd, 2010 Company Industry JurisdictionI, Kim Chuan (“Jackie”) Leong, Chief Financial Officer of Funtalk China Holdings Limited, a company incorporated in the Cayman Islands (the “Company”), pursuant to SECTION 5(m) of the Underwriting Agreement, dated August [3], 2010 (the “Underwriting Agreement”), among the Company, the Selling Shareholders and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters named therein, hereby certify, solely in the capacity as an officer of the Company for and on behalf of the Company, that I am familiar with the accounting, operations, records systems and internal controls of the Company, I have participated in the preparation of the Registration Statement, the General Disclosure Package and the Prospectus, I have reviewed the disclosure in the Registration Statement, the General Disclosure Package and the Prospectus, and I have performed the following procedures on the financial and operating information and data identified and circled by you in the