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EXHIBIT 1

The Assets include, without limitation, all personal, tangible, intangible, contingent and other properties, rights, and other assets of any kind owned or held by Y3, or by any of the other Selling Parties or Shareholders if used or contemplated for use in the Business, including but not limited to the following:

(a) Inventories. All raw materials, work-in-process, and finished goods inventories that are good, usable and salable in the ordinary course of business (¡°Inventories¡±).

(b) Personal Property. All other tangible personal property owned, leased or used (¡°Tangible Personal Property¡±), including without limitation all equipment, machinery, tools, vehicles, office furniture and fixtures described on Schedule 5.__ of the Agreement. The aforesaid property shall not include personal property that brought to ZZZ by the Shareholders after the Closing Date.

(c) Records. All accounting and operating ledgers, assets ledgers, inventory records, budgets, customer lists, customer credit information, supplier lists, technical data, sales literature, correspondence, computer printouts, books, notes, files and all other accounting and operating records and other graphic or electronically stored operating and financial information (¡°Records¡±).

(d) Intellectual Property. All trademarks, trade names, service marks, internet domain names and web sites, copyrights, patents, patent applications, inventions, formulas, trade secrets, know-how, designs, processes and similar intangibles (¡°Intellectual Property¡±).

(e) Permits, Licenses. All governmental licenses, permits, variances, consents and approvals (¡°Governmental Permits¡±), and all rights under licenses to or from third parties (the ¡°Licenses¡±).

(f) Purchase Commitments. All rights under purchase orders, contract commitments or sales contracts (the ¡°Purchase Commitments¡±).

(g) Contract Rights, Etc. All (i) rights to any deposits or prepayments to suppliers; (ii) causes of action, judgments, claims and demands of Selling Parties related to the Business; (iii) rights associated with any Assumed Liability; (iv) restrictive covenants and other obligations of present and former employees.



EXHIBIT 2

EARNOUT



EXHIBIT 3

REPRESENTATIONS AND WARRANTIES BY THE SELLING PARTIES AND THE SHAREHOLDERS

Each of the Selling Parties and each of the Shareholders, jointly and severally, make the following representations and warranties to ZZZ:

3.1 Organization; Authority. The Selling Parties are business entities duly organized, validly existing and in good standing under the laws of their respective places of organization. The organizational chart attached as Schedule 3.1 lists the full legal names of each of the Selling Parties and the names of all shareholders of the Selling Parties and their ownership interests stated as a percentage. Schedule 3.1 also lists all other business entities and persons who are in any manner affiliated with any of the Selling Parties or Shareholders, or who otherwise have participated in the development or management of the Business. The Agreement and all related agreements and documents have been duly authorized by the Selling Parties and Shareholders, and constitute the legal, valid and binding obligations of the Selling Parties and the Shareholders, enforceable against such persons in accordance with their terms. Neither this Agreement nor the transactions hereunder: (a) require any consent or approval of any person, entity or government authority; (b) contravene any bylaws or other organizational documents of the Selling Parties; (c) violate or breach any contract, commitment, license or permit; or (d) provide a basis for imposition of any lien, charge or encumbrance on the Business or the Assets.

3.2 Financial Statements, Obligations and Liabilities. The Selling Parties have provided certain accounting and financial information to ZZZ, including financial statements (the ¡°Financial Information¡±). All Financial Information is accurate, true and correct, and complete, with no omissions that might cause any of the Financial Information to be misleading to ZZZ. All financial statements provided to ZZZ are attached as Schedule 3.2. Such financial statements: (i) were prepared in the ordinary course of business from the regular financial books and records of the Sellers in accordance with Chinese generally accepted accounting principles, with exceptions to US GAAP (¡°GAAP¡±), consistently followed throughout the periods indicated (provided that unaudited statements are subject to normal year end adjustments not material in amount or effect), (ii) accurately reflect the transactions, assets, liabilities, earnings and other results of operations of the Sellers, and (iii) are complete and correct. There is no debt, liability or obligation of or relating to the Business or the Assets (whether accrued, absolute, contingent, by guarantee, indemnity or otherwise), nor has there been any occurrence which involves potential liability related to the Business or the Assets, except as specifically disclosed in the financial statements in Schedule 3.2.

3.3 Absence of Certain Events. During the past twelve months: (i) the Selling Parties have conducted the Business only in the ordinary and usual course and in substantially the same manner as previously conducted; (ii) there has not been any event or circumstance that had, or is reasonably likely to have, a material adverse effect on the financial condition, business, cash flow, assets, liabilities or prospects of the Business.

3.4 Taxes. The Selling Parties and Shareholders have timely and properly filed all Tax returns and paid all Taxes. There are no disputes as to Taxes or any actual or potential Tax liens on any Assets or the Business. There is no legal proceeding, audit, assessment, or request for information, pending or threatened, relating to any matters which could result in claims for additional taxes related to the Assets or the Business. ¡°Tax¡± or ¡°Taxes¡± means all taxes or liens, including any interest, fines, penalties, or other additions to tax, including without limitation all income and profits taxes, payroll and employee withholding taxes, capital taxes, unemployment insurance premiums, pension premiums and other governmental charges, goods and services taxes, sales and use taxes, value-added taxes, excise taxes, import and custom duties, franchise and business taxes, ad valorem taxes, and all other forms of tax or governmentally mandated payments or withholdings. To the extent that law or regulation may require notices by the Selling Parties or Shareholders to any Tax authority regarding sale of the Assets or the Business, the Selling Parties and Shareholders have timely given all such notices. All Taxes, if any, payable in connection with the sale of the Assets and the Business have been or will be paid by the Selling Parties and Shareholders on a timely basis, and neither ZZZ nor the Assets will be subject to any claims or liens for any Taxes that the Selling Parties or Shareholders may owe in connection with the sale.

3.5 Contracts. Schedule 3.5 accurately lists all written and oral contracts, agreements, leases and other legally binding commitments (¡°Contracts¡±) related to the Assets or the Business. All Contracts are valid and in full force with no default or breach by any party to such Contracts. No event, failure, condition or act occurred which, with the passage of time or the giving of notice, would result in a default or breach under any Contract, or would allow termination, modification or acceleration of rights or obligations under any Contract. No defenses, offsets or counterclaims have been asserted or may properly be made by any party under any Contract. Selling Parties have not waived any rights under any Contract. No Contract shall be affected in any manner by the transactions contemplated by this Agreement.

3.6 Payables. The Selling Parties shall be liable for all accounts payable of the Business which occurred before the Closing Date, including but without limitation to bank loans, inter-company loans, personal loans, wages and benefits for employees and any fees arising from operation of the Target Companies. In case that there are any litigations, claims and requests against ZZZ raised by any third party arising from the Selling Parties¡¯ failing to make the payment of any payable item, the Selling Parties shall be liable for making compensation to ZZZ for any losses hereof.

3.7 Inventory. All Inventory is of a quality and quantity useable and saleable in the ordinary course of business within 90 days.

3.8 Intellectual Property. The Intellectual Property is all intellectual property used in, or necessary to conduct, the Business. No Shareholder, employee or any third party owns or claims rights to any Intellectual Property. Sellers conduct the Business without conflict or infringement of any intellectual property claimed or held by others.

3.9 Title, Condition of Assets. The Selling Parties own and are conveying to ZZZ full right, title, possession, and interest in all Assets, free and clear of all security interests, liens, debts, claims, encumbrances, easements, rights-of-way, licenses, restrictions and other interests (¡°Encumbrances¡±). The Assets include all assets necessary to conduct the Business as previously operated and as planned. All tangible Assets are: (i) located and properly installed at the primary Y3 facility described in Schedule 3.10; and (ii) in good and safe operating condition and repair.

3.10 Real Estate. Schedule 3.10 accurately describes all real estate (including improvements) owned, leased or used by the Selling Parties or Shareholders to operate the Business. The use of, and all improvements located on, the real estate under the Lease comply with all applicable zoning and similar requirements, and do not encroach on any boundary or easement, violate any set-back requirement, or lie within any wetland or flood plain. The real estate under the Lease is granted land over which the Selling Parties have the power to lease to ZZZ. There are no leases, subleases or other agreements granting to any party, other than the Selling Parties and ZZZ, the right to use or occupy any portion of such real estate, and there are no outstanding options or rights of first refusal to purchase or lease such real estate.
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