COGO » Topics » Subsidiaries

This excerpt taken from the COGO 10-K filed Mar 17, 2008.

SUBSIDIARIES

 

Name of company

 

Place of incorporation/

establishment

   Attributable
equity interest
held
 

Alphalink Global Limited

  British Virgin Islands (“BVI”)    100 %

Broadwise Holdings Limited (“Broadwise”)

  BVI    100 %

COGO Engineering Service (Hong Kong) Limited (“Huameng HK”)

  Hong Kong    100 %

COGO Engineering Services Limited (previously known as “Huameng Engineering Services Limited”) (“Huameng BVI”)

  BVI    100 %

Comloca Technology (Shenzhen) Company Limited (“Comloca”)

  People’s Republic of China (“PRC”)    100 %

Comtech Broadband Corporation Limited (“Comtech Broadband”)

  Hong Kong    100 %

Comtech (China) Holding Limited (“Comtech China”)

  BVI    100 %

Comtech Communication Technology (Shenzhen) Company Limited (“Comtech Communication”)

  PRC    100 %

Comtech Group

  Cayman Islands    100 %

Comtech (Hong Kong) Holding Limited (“Comtech Holding”)

  BVI    100 %

Comtech International (Hong Kong) Limited (“Comtech Hong Kong”)

  Hong Kong    100 %

Comtech Software Technology (Shenzhen) Company Limited (“Comtech Software”)

  PRC    100 %

Comtech Wireless Limited (“Comtech Wireless”)

  BVI    100 %

Hong Kong JJT Limited (“HK JJT”)

  Hong Kong    100 %

Epcot Multimedia Technology (Shenzhen) Limited (“Epcot”)

  PRC    100 %

Keen Awards Limited (“Keen Awards”)

  Hong Kong    100 %

Reliable Group Limited

  BVI    100 %

Shenzhen Comtech International Limited (“Shenzhen Comtech”)

  PRC    100 %

Shanghai E&T System Company Limited (“Shanghai E & T”)

  PRC    100 %

Shenzhen Huameng Software Company Limited (“Huameng PRC”)

  PRC    100 %

Viewtran Technology Limited (“Viewtran Cayman”)

  Cayman Islands    100 %

Viewtran Technology (Shenzhen) Co., Limited (“Viewtran PRC”)

  PRC    100 %
This excerpt taken from the COGO 8-K filed Apr 27, 2007.

Subsidiaries

 

Name of company

  

Place of

incorporation/
establishment

   Attributable equity
interest held

Alphalink Global Limited

   British Virgin Island (“BVI”)    100%

COGO Engineering Services Limited (previously known as “Huameng Engineering Services Limited”) (“Huameng BVI’)

   BVI    100%

Comloca Technology (Shenzhen) Company Limited (“Comloca”)

   PRC    100%

Comtech Broadband Corporation Limited (“Comtech Broadband”)

   Hong Kong    55%

Comtech (China) Holding Limited (“Comtech China”)

   BVI    100%

Comtech Communication Technology (Shenzhen) Company Limited (“Comtech Communication”)

   PRC    100%

Comtech Group

   Cayman Islands    100%

Comtech (Hong Kong) Holding Limited (“Comtech Holding”)

   BVI    100%

Comtech International (Hong Kong) Limited (“Comtech Hong Kong”)

   Hong Kong    100%


LOCK-UP LETTER AGREEMENT

LEHMAN BROTHERS INC.

As Representative of the several

  Underwriters named in Schedule 1,

c/o Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

The undersigned understands that you and certain other firms (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriters of shares (the “Stock”) of Common Stock, par value $0.01 per share (the “Common Stock”), of Comtech Group, Inc., a Maryland corporation (the “Company”), and that the Underwriters propose to reoffer the Stock to the public (the “Offering”).

In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby agrees that, effective as of the date of this Lock-Up Letter Agreement, without the prior written consent of Lehman Brothers Inc., on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, for a period commencing on the date hereof and ending on the 90th day after the date of the Prospectus relating to the Offering (such period, the “Lock-Up Period”). The foregoing sentence shall not apply to (A) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Letter Agreement and confirms that he, she or it has been in compliance with the terms of this Lock-Up Letter Agreement since the date hereof, and (B) dispositions to any trust for the direct or

 

1


indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Letter Agreement and confirms that it has been in compliance with the terms of this Lock-Up Letter Agreement since the date hereof.

Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Lock-Up Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Lehman Brothers Inc. waives such extension in writing. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Letter Agreement during the period from the date of this Lock-Up Letter Agreement to and including the 34th day following the expiration of the Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to this paragraph) has expired.

In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement.

It is understood that, if the Company notifies the Underwriters that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective prior to May 1, 2007, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Stock, the undersigned will be released from its obligations under this Lock-Up Letter Agreement.

The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement.

Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company, the Selling Stockholders named therein and the Underwriters.

[Signature page follows]

 

2


The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

 

Very truly yours,

By:

 

 

 

Name:

 

Title:

Dated: April 13, 2007

 

3


This excerpt taken from the COGO 10-K filed Mar 16, 2007.

SUBSIDIARIES

 

Name of company

  

Place of incorporation/ establishment

   Attributable equity
interest held
 

Alphalink Global Limited

   British Virgin Islands (“BVI”)    100 %

COGO Engineering Services Limited (previously known as “Huameng Engineering Services Limited”) (“Huameng BVI”)

   BVI    51.12 %

Comloca Technology (Shenzhen) Company Limited (“Comloca”)

   People’s Republic of China (“PRC”)    60 %

Comtech Broadband Corporation Limited (“Comtech Broadband”)

   Hong Kong    55 %

Comtech (China) Holding Limited (“Comtech China”)

   BVI    100 %

Comtech Communication Technology (Shenzhen) Company Limited (“Comtech Communication”)

   PRC    100 %

Comtech Group

   Cayman Islands    100 %

Comtech (Hong Kong) Holding Limited (“Comtech Holding”)

   BVI    100 %

Comtech International (Hong Kong) Limited (“Comtech Hong Kong”)

   Hong Kong    100 %

Comtech Software Technology (Shenzhen) Company Limited (“Comtech Software”)

   PRC    100 %

Comtech Wireless Limited (“Comtech Wireless”)

   BVI    60 %

OAM S.p.A. (“OAM”)

   Italy    98.6 %

Reliable Group Limited

   BVI    100 %

Shenzhen Comtech International Limited (“Shenzhen Comtech”)

   PRC    100 %

Shanghai E&T System Company Limited (“Shanghai E & T”)

   PRC    100 %

Shenzhen Huameng Software Company Limited (“Huameng PRC”)

   PRC    51.12 %

Viewtran Technology Limited (“Viewtran Cayman”)

   Cayman Islands    100 %

Viewtran Technology (Shenzhen) Co., Limited (“Viewtran PRC”)

   PRC    100 %
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