To: hx4 who wrote (5213 ) 12/5/2001 7:10:32 PM From: Al Collard Read Replies (1) | Respond to of 11802 CLQ-t...in the news:Cell-Loc joint venture to sell CDMA technology in China Wed 5 Dec 2001 Ms. Tammy Yamkowy reports Cell-Loc has signed a joint venture agreement to license and manufacture Cell-Loc's proprietary Cellocate CDMA technology in China. Cell-Loc's joint venture partners are A-INFO Electronic Technology Group Inc. ("A-INFO") and Chongqing Jinmei Communications Co. Ltd. ("Jinmei"). "We are very pleased to be able to bring our wireless location technology into the world's largest market through a joint venture with two leading Chinese companies," said Dr. Michel Fattouche, president and chief executive officer of Cell-Loc. "China's remarkable growth in wireless telecommunications, China's rapid emergence as a modern economy, and China's population of 1.3 billion people create the conditions for heavy demand for location-based services. China recently surpassed the United States as the world's largest wireless telephone market, reaching 135 million subscribers this year. The parties expect that offering our Cellocate technology in CDMA format, with the support of the Ministry of Information Industry, will enhance its value to China Unicom which has been undergoing a large scale deployment of CDMA throughout China." Subject to approval of the Ministry of Foreign Trade and Economic Cooperation, or its locally authorized commissions, the joint venture will create and own a new corporation, Cell-Loc (Chongqing) Wireless Location Inc. ("Cell-Loc Chongqing"). Cell-Loc Chongqing will hold the licence from Cell-Loc for exclusive use in China, including Hong Kong and Macau, of Cell-Loc's CDMA signal location technology. The new corporation plans to demonstrate the CDMA technology in the first quarter of 2002, and create and operate a manufacturing facility located in the Chongqing City high technology zone, Chongqing Directly Administered Municipality, the People's Republic of China, to produce Cellocate equipment to be used throughout the Chinese wireless market. JiHong Zhang, president of A-INFO, which will provide software, management and marketing services, has been named president to the new joint venture corporation. A-INFO will own 12 per cent of Cell-Loc Chongqing and nominate one director. Jinmei will provide the necessary investment capital, manufacturing facilities and manufacturing personnel. Jinmei will own 53 per cent of Cell-Loc Chongqing and will nominate four directors. In addition to providing the rights to the technology, Cell-Loc will station employees permanently in China to work for the joint venture. Cell-Loc will own 35 per cent of Cell-Loc Chongqing and nominate three directors. Actions of the board of directors will require a two-thirds vote. "We reviewed location-based technology," said Shen Hua, chairman of the board of Jinmei. "After our extensive research, we have chosen Cell-Loc's Cellocate product to bring CDMA-based location technology to China." "We have a lot of exposure with location technology in China," said JiHong Zhang, president of A-INFO. "We believe that Cellocate technology will fit very well with the Chinese wireless market." Cell-Loc will have the right to purchase Cellocate equipment manufactured by the joint venture under advantageous terms for sale and use elsewhere throughout the world, and will retain all rights to its technology outside of China, including any improvements achieved by the joint venture.