Cogo Group Inc. Watch

from 8-K 9 pages Maximum Amount Guarantee Contract 10206111062 - 1 [Translated From Chinese]

from 8-K 2 pages Material contract

from 8-K 12 pages Material contract

from 8-K 19 pages Material contract

from 8-K 8 pages Material contract

from 8-K 1 page 11 May, 2011 Private and Confidential Comtech International (Hong Kong) Limited Room 514, 5/F, Manhattan Centre 8 Kwai Cheong Road Kwai Chung N.T. Hong Kong Attn: Mr. Allen Wu Financial Controller

from 8-K 6 pages Comtech Broadband Corporation Limited Suite 514, Manhattan Centre, 8 Kwai Cheong Road, Kwai Chung, N.T. Dear Sirs, Amendments to Factoring Agreement: Comtech Broadband Corporation Limited (The "Client") C General Terms 1. Maximum Funds in Use: US$50,000,000.00 or Its Equivalent. D Specialconditions 3 Prior to the Client's Request for Any Prepayment Under This Agreement, the Client Shall Provide to the Bank With the Following Documents in Each Case in the Form and Substance Satisfactory to the Bank:- (A) the Certified Extracts of Board Resolutions of the Client Approving and Authorizing the Execution, Delivery and Performance of This Agreement and Designating the Authorized Person(s) in Connection With This Agreement; (B) Corporate Guarantee(s) of Up to Unlimited Extent in Respect of the Liabilities of the Client Given by Comtech International (Hong Kong) Limited, Keen Awards Limited and Cogo Group, Inc. (Formerly Known as Comtech Group, Inc.) in Favour of the Bank; (C) Process Agent Appointment Letter(s) Issued by Cogo Group, Inc. and Duly Accepted and Confirmed by the Process Agent

from 8-K 8 pages Summary Translation of Maximum Rights Pledge Contract No.: 102061100317-2 Note: This Is Only a Summary Translation

from 8-K 8 pages Summary Translation of Maximum Rights Pledge Contract No.: 102061100317-1 Note: This Is Only a Summary Translation

from 8-K 8 pages General Commercial Agreement

from 8-K 8 pages Banking Facilities

from 8-K 1 page 6 Jul, 2010 Private and Confidential Comtech International (Hong Kong) Limited Room 514, 5/F, Manhattan Centre 8 Kwai Cheong Road Kwai Chung N.T. Hong Kong Attn: Mr. Allen Wu Financial Controller Overdraft Usd 1,000,000 Trade Facilities Usd14,000,000* Total Usd15,000,000 * of Which Usd5,000,000 Is Available From April to September, and December of Each Calendar Year

from 10-Q 7 pages Factoring Agreement

from 10-Q 1 page Ref.: L/C08/012-212-10-10007400/O/51708 Date: 28th April 2010 Cogo Group, Inc. Dear Sirs, Re: Export Factoring Facilities Borrower(s): Comtech Broadband Corporation Limited We Are Pleased to Confirm That the Following Export Factoring Facilities Relating to Guarantee(s) Provided by You in Favour of US Were Made Available to the Above Borrower as at 28th April 2010

from 10-Q 6 pages Ref: L/C01/212/10/100073-78/F/51239 Date: 19th March 2010 Comtech Broadband Corporation Limited (Borrower 1) Comtech Industrial (Hong Kong) Limited (Borrower 2) Comtech International (Hong Kong) Limited (Borrower 3) Hong Kong Jjt Limited (Borrower 4) Keen Awards Limited (Borrower 5) Rise Year Limited (Borrower 6) (Collectively, the “Borrowers”) Important Notice: This Facility Letter Sets Out the Terms and Conditions Upon Which the Bank Would Revise Banking Facilities to You. You Are Advised to Read and Understand the Terms and Conditions Before Accepting This Facility Letter. Dear Sirs, Re: General Banking Facilities

from 10-Q 1 page Our Ref: L/Cca(cp)/212/10/100073-78/F/51239 Date: 23rd April 2010 Cogo Group, Inc. Dear Sirs, Re: General Banking Facilities Borrower(s): (1) Comtech Broadband Corporation Limited (2) Comtech International (Hong Kong) Limited (3) Hong Kong Jjt Limited (4) Keen Awards Limited We Are Pleased to Confirm That the Following Banking Facilities Relating to Guarantee(s) Provided by You in Favour of US Were Made Available to the Above Borrowers as at 23rd April 2010

from 8-K 8 pages Factoring Agreement

from 8-K 2 pages Confirmation Letter

from 8-K 17 pages General Terms and Conditions for Banking Facilities.

from 8-K 7 pages Material contract