- Amended Statement of Beneficial Ownership (SC 13D/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Funtalk China Holdings Limited

(Name of Company)

Ordinary Shares, par value $0.001 per share

(Title of Class of Securities)

G36993 106

(CUSIP Number)

Dongping Fei

21/F, Block D The Place Tower

No.9 Guanghua Road, Chaoyang District

Beijing, China 100020

Tel: +86-10-5709-1198

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 31, 2011

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o .

Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	Name of Reporting Person

	S.S. or I.R.S. Identification No. of above person

	ARCH Digital Holdings Limited
	ARC Capital Holdings Limited
	ARC Capital Partners Limited

2.	Check the Appropriate Box if a Member of a Group*
(a)	þ
(b)	¨

3.	SEC Use Only

4.	Source of Funds

	N/A

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization

	ARCH Digital Holdings Limited: British Virgin Islands
	ARC Capital Holdings Limited: Cayman Islands
	ARC Capital Partners Limited: British Virgin Islands

Number of	7. Sole Voting Power
Shares	0
Beneficially	8. Shared Voting Power
Owned by	15,579,157 (1)
Each	9. Sole Dispositive Power
Reporting	0
Person	10. Shared Dispositive Power
With	15,579,157 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	15,579,157 (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	þ

13.	Percent of Class Represented by Amount in Row 11

	25.9% (2)

14.	Type of Reporting Person *

	ARCH Digital Holdings Limited: CO
	ARC Capital Holdings Limited: CO, IV, HC
	ARC Capital Partners Limited: CO, IA

(1)	The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of the Original Schedule 13D) with certain other beneficial owners of the Company’s Ordinary Shares who collectively own 30,980,097 Ordinary Shares.

(2)	Based on 60,263,183 Ordinary Shares outstanding as of May 12, 2011 (as provided by the Company).

This statement of beneficial ownership on Schedule 13D/A is being filed jointly by ARCH Digital Holdings Limited (“ARCH”), ARC Capital Holdings Limited and ARC Capital Partners Limited (collectively, the “Reporting Persons”).

This Schedule 13D/A amends the Schedule 13D filed with the SEC on November 17, 2009 by ARCH and Capital Ally Investments Limited (“Capital Ally”) with respect to the ordinary shares, par value $0.001 per share (“Ordinary Shares”), of Funtalk China Holdings Limited, a Cayman Islands exempted company (the “Company”), as previously amended by Amendment No.1 filed on February 8, 2010, Amendment No.2 filed on November 9, 2010, Amendment No. 3 filed on March 28, 2011, Amendment No. 4 filed on April 13, 2011and Amendment No. 5 filed on May 31, 2011 (the “Original Schedule 13D”).

Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. Terms used therein and not defined herein have the meanings ascribed thereto in the Original Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Pursuant to a Settlement and Share Purchase Agreement, dated as of June 30, 2010, by and among ARCH, Capital Ally, Golden Meditech Holdings Limited (f/k/a Golden Meditech Company Limited) (“Golden Meditech”), Mr. Zhang Kuo, Mr. Dongping Fei and Mr. Francis Kwok Cheong Wan (the “First Settlement and Share Purchase Agreement”), Capital Ally agreed to:

(1)

transfer 900,000 Ordinary Shares to ARCH (the “Share Transfer Obligations”) in exchange for $1.00 consideration on any date (the “Transfer Date”) on or between July 9, 2011 and July 15, 2011. The Share Transfer Obligations arose from a Shareholders and Sponsors Agreement, dated as of October 15, 2007, by and among, inter alia , ARCH, Capital Ally, Golden Meditech, Mr. Zhang Kuo, Mr. Dongping Fei and Mr. Francis Kwok Cheong Wan (the “Shareholders and Sponsors Agreement”), which provided for the Share Transfer Obligations upon the occurrence of certain Triggering Events (as defined in the Shareholders and Sponsors Agreement). The description of the Shareholders and Sponsors Agreement in this Item 6 is qualified in its entirety by reference to the complete text of the Shareholders and Sponsors Agreement, a copy of which has been filed as Exhibit B to this Schedule 13D/A;

(2)

grant to ARCH a call option to purchase 2,227,434 Ordinary Shares, exercisable on July 9, 2011 and expiring on July 9, 2013 (the “Option”), in exchange for $5.00 consideration per option share; and

(3)

if the average share price of the Company, defined as the volume weighted average price of Company shares for 20 trading days prior to the Transfer Date (the “Average VW Share Price”), is below $8.39 per share, to transfer additional Ordinary Shares to ARCH on the Transfer Date in an amount equal to the product of:

the differential between $8.39 and the Average VW Share Price, multiplied by

1,800,000, and divided by

Average VW Share Price

(the “Downside Protection”).

The description of the First Settlement and Share Purchase Agreement in this Item 6 is qualified in its entirety by reference to the complete text of the First Settlement and Share Purchase Agreement, a copy of which has been filed as Exhibit C to this Schedule 13D/A.

In connection with Capital Ally’s transfer of all of its Ordinary Shares to Kingstate Group Limited (“Kingstate”), Huge Harvest Enterprises Limited (“Huge Harvest”), Sinowill Holdings Limited (“Sinowill”), Trend Focus Limited (“Trend Focus”) and GM Investment Company Limited (“GM”), ARCH, Kingstate, Huge Harvest, Sinowill, Trend Focus and GM entered into a Second Settlement and Share Purchase Agreement, dated as of August 23, 2010 (the “Second Settlement and Share Purchase Agreement”). Subject to the terms and conditions of the Second Settlement and Share Purchase Agreement, Kingstate, Huge Harvest, Sinowill, Trend Focus and GM agreed to assume Capital Ally’s obligations with respect to the Share Transfer Obligations, the Option and the Downside Protection in pro rata amounts of 8%, 8%, 32%, 2% and 50%, respectively. The description of the Second Settlement and Share Purchase Agreement in this Item 6 is qualified in its entirety by reference to the complete text of the Second Settlement and Share Purchase Agreement, a copy of which has been filed as Exhibit D to this Schedule 13D/A.

In connection with the Second Settlement and Share Purchase Agreement, Kingstate, Huge Harvest, Sinowill, Trend Focus and GM entered into a Settlement Agreement, dated as of August 23, 2010 (the “Settlement Agreement”), whereby the parties agreed that the Share Transfer Obligations, the Option and the Downside Protection would be fully borne by Kingstate, Huge Harvest, Sinowill and Trend Focus only and that GM would not bear any obligations with respect thereto. The description of the Settlement Agreement in this Item 6 is qualified in its entirety by reference to the complete text of the Settlement Agreement, a copy of which has been filed as Exhibit E to this Schedule 13D/A.

In connection with the Company’s follow-on offering on October 29, 2010 on NASDAQ (the “Offering”), ARCH, Kingstate, Huge Harvest, Sinowill and Trend Focus entered into a Settlement and Share Transfer Agreement, dated as of October 29, 2010 (the “Third Settlement and Share Transfer Agreement”), pursuant to which Kingstate, Huge Harvest, Sinowill and Trend Focus agreed to transfer Ordinary Shares to ARCH in an amount equal to the product of:

(1)

the differential between $7.30 and the higher of the Offering price or Average Closing Price (as defined below), multiplied by

(2)

15,579,157, and divided by

(3)

the higher of the Offering price or Average Closing Price

(the “Offering Share Transfer Obligations”);

provided, the Offering price was less than $7.30 per Ordinary Share and the maximum average closing price of the Ordinary Shares for any ten consecutive trading days within six months of October 29, 2010 was less than $7.30 per share (the “Average Closing Price”). Following the Offering, the Offering price was $7.00 and the Average Closing Price was less than the Offering price.

Subject to the terms and conditions of the Third Settlement and Share Transfer Agreement, the Offering Share Transfer Obligations would be borne by Kingstate, Huge Harvest, Sinowill and Trend Focus according to a pro rata distribution of 16%, 16%, 64% and 4%, respectively.

Pursuant to the formula provided above, Kingstate, Huge Harvest, Sinowill and Trend Focus would be obligated to transfer 667,679 Ordinary Shares to ARCH on any date on or between July 9, 2011 and July 15, 2011. The description of the Third Settlement and Share Transfer Agreement in this Item 6 is qualified in its entirety by reference to the complete text of the Third Settlement and Share Transfer Agreement, a copy of which has been filed as Exhibit F to this Schedule 13D/A.

In connection with the Company’s execution of the Agreement and Plan of Merger, dated as of May 31, 2011, with Fortress Group Limited and Fortress Merger Sub Limited, ARCH, Kingstate, Huge Harvest, Sinowill and Trend Focus entered into a Settlement Agreement Amendment (the “Settlement Agreement Amendment”), pursuant to which ARCH, Kingstate, Huge Harvest, Sinowill and Trend Focus agreed to settle (i) the Share Transfer Obligations for a cash payment to ARCH of $6,480,000.00, (ii) the Option for a cash payment to ARCH of $4,900,355.00 and (iii) the Offering Share Transfer Obligations for a cash payment to ARCH of $2,336,874.00. In addition, the obligations of Kingstate, Huge Harvest, Sinowill and Trend Focus with regard to the Downside Protection would be cancelled. Furthermore, Kingstate, Huge Harvest, Sinowill and Trend Focus, either individually or jointly, agreed to pay to ARCH the cash payments due under the Share Transfer Obligations, the Option and the Offering Share Transfer Obligations prior to March, 31, 2012. The description of the Settlement Agreement Amendment in this Item 6 is qualified in its entirety by reference to the complete text of the Settlement Agreement Amendment, a copy of which has been filed as Exhibit G to this Schedule 13D/A.

To the best knowledge of the Reporting Persons, except as provided herein and in the Original Schedule 13D, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company.

Item 7. Material to be Filed as Exhibits

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Exhibit A	Joint Filing Agreement, dated as of January 14, 2010, by and among ARCH Digital Holdings Limited, ARC Capital Holding Limited and ARC Capital Partners Limited pursuant to Rule 13d-1(i)(1) of the Securities Exchange Act of 1934, as amended (previously filed)

Exhibit B	Shareholders and Sponsors Agreement, dated as of October 15, 2007, by and among, inter alia , ARCH Digital Holdings Limited, Capital Ally Investments Limited, Golden Meditech Company Limited, Mr. Zhang Kuo, Mr. Dongping Fei and Mr. Francis Kwok Cheong Wan (incorporated by reference to Exhibit 10.39 of Amendment No. 2 to Form S-4, SEC File No. 333-153492)

Exhibit C	Settlement and Share Purchase Agreement, dated as of June 30, 2010, by and among ARCH Digital Holdings Limited, Capital Ally Investments Limited, Golden Meditech Holdings Limited (f/k/a Golden Meditech Company Limited), Mr. Zhang Kuo, Mr. Dongping Fei and Mr. Francis Kwok Cheong Wan

Exhibit D	Second Settlement and Share Purchase Agreement, dated as of August 23, 2010, by and among ARCH Digital Holdings Limited, Kingstate Group Limited, Huge Harvest Enterprises Limited, Sinowill Holdings Limited, Trend Focus Limited and GM Investment Company Limited

Exhibit E	Settlement Agreement, dated as of August 23, 2010, by and among Kingstate Group Limited, Huge Harvest Enterprises Limited, Sinowill Holdings Limited, Trend Focus Limited and GM Investment Company Limited

Exhibit F	Settlement and Share Transfer Agreement, dated as of October 29, 2010, by and among ARCH Digital Holdings Limited, Kingstate Group Limited, Huge Harvest Enterprises Limited, Sinowill Holdings Limited and Trend Focus Limited

Exhibit G	Settlement Agreement Amendment, dated as of May 31, 2011, by and among ARCH Digital Holdings Limited, Kingstate Group Limited, Huge Harvest Enterprises Limited, Sinowill Holdings Limited and Trend Focus Limited

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D/A is true, complete and correct.

Dated: May 31, 2011

ARCH DIGITAL HOLDINGS LIMITED

By:	/s/ Rachel Chiang
Name:	Rachel Chiang
Title:	Director

ARC CAPITAL HOLDINGS LIMITED

By:	/s/ Allan Liu
Name:	Allan Liu
Title:	Director

ARC CAPITAL PARTNERS LIMITED

By:	/s/ Allan Liu
Name:	Allan Liu
Title:	Authorized Signatory

Exhibit C

Exhibit D

Exhibit E

SETTLEMENT AGREEMENT

This settlement agreement (the “Agreement”) dated 23 August 2010 is made by and among Kingstate Group Limited (“ Kingstate ”), a company incorporated under the laws of the British Virgin Islands, Huge Harvest Enterprises Limited (“ Huge Harvest ”), a company incorporated under the laws of the British Virgin Islands, Sinowill Holdings Limited (“ Sinowill ”), a company incorporated under the laws of the British Virgin Islands, Trend Focus Limited (“ Trend Focus ”), a company incorporated under the laws of the British Virgin Islands, GM Investment Company Limited (“ GM Investment ”), a company incorporated under the laws of Hong Kong. Each of the parties to this Agreement is individually referred to herein as a “ Party ” and collectively as the “ Parties ”.

WHEREAS, the parties and ARCH Digital Holdings Limited ( “ Arch ”), an exempted company incorporated and existing under the Laws of the British Virgin Islands signed SECOND SETTLEMENT AND SHARE PURCHASE AGREEMENT dated 23 August 2010.

Terms and expressions defined in or construed for the purposes of SECOND SETTLEMENT AND SHARE PURCHASE AGREEMENT shall have the same meanings in this Agreement.

NOW THEREFORE, the Parties agree as follows:

The Transferred Shares stipulated in Section 1.01 ， the Option Shares stipulated in Section 1.02 and the compensation shares stipulated in Section 1.05 of SECOND SETTLEMENT AND SHARE PURCHASE AGREEMENT shall be transferred by Kingstate, Huge Harvest, Sinowill and Trend Focus jointly. GM Investment shall not bear any transfer responsibility of Funtalk Shares.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

GM INVESTMENT:	GM Investment Company Limited

	By:	/s/ Kong Kam Yu
		Name: Kong Kam Yu
		Title: Director

	Address:

KINGSTATE:	KINGSTATE GROUP LIMITED

	By:	/s/ ZHOU Hengyang
		Name: ZHOU Hengyang
		Title: Director

	Address:	21/F, Block D The Place Tower
		No. 9 Guanghua Road, Chaoyang District
		Beijing, China 100020

HUGE HARVEST:	HUGE HARVEST ENTERPRISES LIMITED

	By:	/s/ FEI Dongping
		Name: FEI Dongping
		Title: Director

	Address:	21/F, Block D The Place Tower
		No. 9 Guanghua Road, Chaoyang District
		Beijing, China 100020

SINOWILL:	SINOWILL HOLDINGS LIMITED

	By:	/s/ ZHANG Kuo
		Name: ZHANG Kuo
		Title: Director

	Address:	21/F, Block D The Place Tower
		No. 9 Guanghua Road, Chaoyang District
		Beijing, China 100020

TREND FOCUS:	TREND FOCUS LIMITED

	By:	/s/ Francis Kwok Cheong Wan
		Name: Francis Kwok Cheong Wan
		Title: Shareholder

	Address:	21/F, Block D The Place Tower
		No. 9 Guanghua Road, Chaoyang District
		Beijing, China 100020

Exhibit F

Exhibit G

SETTLEMENT AGREEMENT AMENDMENT

This Settlement Agreement Amendment dated 31 May 2011 (the “ Amendment ” ) is made by and among ARCH Digital Holdings Limited ( “ Arch ” ), an exempted company incorporated and existing under the Laws of the British Virgin Islands, Kingstate Group Limited ( “Kingstate” ), a company incorporated under the laws of the British Virgin Islands, Huge Harvest Enterprises Limited ( “Huge Harvest”) , a company incorporated under the laws of the British Virgin Islands, Sinowill Holdings Limited ( “Sinowill” ), a company incorporated under the laws of the British Virgin Islands, Trend Focus Limited ( “Trend Focus” ), a company incorporated under the laws of the British Virgin Islands. Each of the parties to this Amendment is individually referred to herein as a “Party” and collectively as the “Parties” .

WHEREAS,

1. The Parties are currently the legal and beneficial owners of ordinary shares (the “ Funtalk Shares ”) in Funtalk China Holdings Limited, a company with limited liability registered by way of continuation in the Cayman Islands (the “ Company ”), and the Company's shares are listed on the NASDAQ Global Market under the symbol “FTLK”.

2. Arch, Capital Ally Investments Limited, a company incorporated under the laws of the British Virgin Islands (“ Capital Ally ”), Golden Meditech Holdings Limited, a Hong Kong public listing company incorporated in the Cayman Islands (“ Golden Meditech ”), Mr. ZHANG Kuo ( 张阔 ), a citizen of the People’s Republic of China, Mr. FEI Dongping ( 费东平 ), a citizen of the People’s Republic of China, and Mr. WAN Francis ( 温国昌 ), a citizen of Canada, signed a Settlement and Share Purchase Agreement dated 30 June 2010 (the “First Settlement Agreement” ). Pursuant to Sections 1.01, 1.02 and 1.05 of the First Settlement Agreement, Capital Ally agreed to (i) sell 900,000 Funtalk Shares (“ Transferred Shares ”) to Arch with a total purchase price of US$1.00, (ii) grant to Arch an option to purchase 2,227,434 Funtalk Shares (the “ Option Shares ”) from Capital Ally at the consideration of US$5.00 per Option Share, and (iii) if the volume weighted average price of Funtalk Shares for 20 trading days prior to the Transfer Date as specified in Section 1.01 of the First Settlement Agreement (the “Average Share Price” ) is below US$8.39, compensate Arch in the manner of transferring to Arch the Funtalk Shares in an amount equivalent to: the product of (x) the amount by which US$8.39 exceeds the Average Share Price, multiplied by (y) one million and eight hundred thousand Funtalk shares (1,800,000), and divided by (z) the Average Share Price (the “Compensation Shares” ). The stipulations (i), (ii) and (iii) related to the Transfer Shares, Option Shares and Compensation Shares, respectively, are referred to herein as the “ Shares Settlement Obligations ”.

3. Given that Capital Ally transferred all of its Funtalk Shares to Kingstate, Huge Harvest, Sinowill, Trend Focus and GM Investment Company Limited ( “GM Investment” ), a company incorporated under the laws of Hong Kong (collectively, the “New Shareholders” ), Arch and the New Shareholders signed a Second Settlement and Share Purchase Agreement dated 23 August 2010 (the “Second Settlement Agreement” ) pursuant to which the New Shareholders agreed to bear the Shares Settlement Obligations on a pro rata basis in accordance with their respective proportionate pro forma ownership set forth in the SCHEDULE of the Second Settlement Agreement.

4. The New Shareholders signed a Settlement Agreement dated 23 August 2010 to confirm that Kingstate, Huge Harvest, Sinowill and Trend Focus shall jointly bear the Shares Settlement Obligations and GM Investment shall not bear any Shares Settlement Obligations.

5. Arch, Kingstate, Huge Harvest, Sinowill and Trend Focus signed a Settlement and Share Transfer Agreement dated 29 October 2010 (the “Third Settlement Agreement” ) to settle disputes related to the Funtalk Shares offering price (the “ Offering Price ”) among them. Kingstate, Huge Harvest, Sinowill and Trend Focus agreed if (a) the Offering Price was less than Arch’s target price at US$7.3 per share (the “Price A1” ), and (b) the maximum average closing sales price per Funtalk Share for any ten (10) continuous trading days within six (6) months after the offering date (the “Price A2” ) was below Price A1, then Kingstate, Huge Harvest, Sinowill and Trend Focus would individually and jointly compensate Arch in the manner of transferring to Arch the Funtalk Shares in an amount equal to: (i) the difference between Price A1 and the higher of the Offering Price and Price A2, multiplied by (ii) 15,579,157, divided by (iii) the higher of the Offering Price and Price A2 (the “Offering Compensation Shares” ).

6. The Parties agreed verbally to settle the outstanding Transferred Shares, Option Shares, Compensation Shares and Offering Compensation Shares in the manner of Kingstate, Huge Harvest, Sinowill, Trend Focus paying cash, instead of transferring the Funtalk Shares, to Arch immediately after the execution date of the Second Settlement Agreement and the Third Settlement Agreement.

7. The Company has entered into an Agreement and Plan of Merger dated 31 May 2011 with Fortress Group Limited (“ Parent ”), an entity jointly owned by Arch, Capital Ally, GM Investment, Sinowill, Huge Harvest, Kingstate and Trend Focus (collectively, the “ Consortium Members ”), and Fortress Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to which each Funtalk Share outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive $7.20 in cash without interest, except that the Funtalk Shares beneficially owned by Parent, Merger Sub and the Consortium Members will be cancelled without receiving any consideration.

NOW THEREFORE, the Parties agree as follows:

1. Settlement

1.01 The Parties agree to settle the outstanding obligations with respect to Transferred Shares, Option Shares, Compensation Shares and Offering Compensation Shares in the manner of cash paid to Arch instead of Funtalk Shares transferred and the Parties agree with the cash calculated as below:

Shares Series	Number of Shares	Value of per Share(US$)		Value of Shares(US$)
Transferred Shares	900,000		7.2		6,480,000
Option Shares	2,227,434		2.2		4,900,355
Compensation Shares	-		-		-
Offering Compensation Shares	15,579,157		0.15		2,336,874
Total					13,717,229

1.02 Kingstate, Huge Harvest, Sinowill and Trend Focus , either individually or jointly, hereby irrevocably agree to pay US$ 13,717,229 to Arch or its nominee(s) prior to March 31, 2012.

2. Representations, Warranties and Undertakings

2.01 Each of Parties represents and warrants to the other, as of the date hereof: (i) it has power under its constitutional documents to permit its entry into this Amendment in the manner set out herein and this Amendment (and its performance) has been duly authorised (such authorisation remaining in full force and effect), executed and delivered by, and constitutes legal, valid and binding obligations of, it enforceable in accordance with its terms, subject to the laws of bankruptcy and other laws affecting the rights of creditors and to general principles of equity, good faith and fair dealing; and (ii) other than as expressly set forth herein, there is no authorisation, consent, approval or notification required for the purposes of or as a consequence of the transactions contemplated by this Amendment, either from governmental, regulatory or other public bodies or authorities or courts or from any third party pursuant to any contractual or other arrangement to which it is a party.

3. Miscellaneous

3.01 Notices. Any notice required or permitted pursuant to this Amendment shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address as shown below the signature of such Party on the signature page of this Amendment (or at such other address as such Party may designate by fifteen (15) days’ advance written notice to the other Parties). Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, prepaying and sending by next-day or second-day service through an internationally- recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two (2) days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

3.02 Entire Agreement. This Amendment constitutes the entire agreement between the Parties with respect to the matters covered herein.

3.03 Expenses. Except as otherwise agreed in writing, each Party will pay its own costs and expenses (including legal and other consultant fees) incurred in connection with the negotiation, execution and closing of this Amendment and the transactions contemplated hereby.

3.04 No Third Party Beneficiary. The terms and provisions of this Amendment are intended solely for the benefit of each Party and its successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person.

3.05 No Assignment; Binding Effect. Neither this Amendment nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the other Party and any attempt to do so will be void. Subject to the preceding sentence, this Amendment is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

3.06 Waivers, Rights and Remedies. Except as otherwise provided in this Amendment, no failure or delay by any Party in exercising any right or remedy provided by law or under or pursuant to this Amendment shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

3.07 Counterparts. This Amendment may be executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Amendment by e-mail attachment or fax shall be an effective mode of delivery. In relation to each counterpart, upon confirmation by or on behalf of a Party that such Party authorises the attachment of its counterpart signature page to the final text of this Amendment, such counterpart signature page shall take effect, together with such final text, as a complete authoritative counterpart.

3.08 Variations. No amendment, variation or waiver of this Amendment shall be valid unless it is in writing and duly executed by or on behalf of all of the Parties.

3.09 Invalidity. If any provision of this Amendment is held to be or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction:

(a) so far as it is illegal, invalid or unenforceable, it shall be given no effect and shall be deemed not to be included in this Amendment but it shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provisions of this Amendment (or of the provisions of this Amendment in any other jurisdiction); and

(b) the Parties shall use all reasonable endeavours to replace it with a valid and enforceable substitute provision or provisions satisfactory to any relevant competent authority but differing from the replaced provision as little as possible and the effect of which is as close to the intended effect of the illegal, invalid or unenforceable provision.

3.10 Governing Law and Jurisdiction. This Amendment shall be governed by and construed under the laws of Hong Kong, without regard to principles of conflicts of law thereunder.

3.11 Dispute Resolution.

(a) Any dispute, controversy or claim arising out of or relating to this Amendment, or the interpretation, breach, termination or validity hereof, shall first be subject to resolution through consultation of the Parties to such dispute, controversy or claim. Such consultation shall begin within seven (7) days after one Party hereto has delivered to any other Party(ies) hereto a written request for such consultation. If within thirty (30) days following the commencement of such consultation the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of either Party with notice to the other.

(b) The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “ Centre” ). There shall be three arbitrators. Each party in the dispute shall select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list. The Chairman of the Centre shall select the third arbitrator, who shall be qualified to practice law in Hong Kong. If either party does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the Centre.

(c) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the Arbitration Rules of the Centre in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section, including the provisions concerning the appointment of arbitrators, the provisions of this Section shall prevail.

(d) The arbitrators shall decide any dispute submitted by the Parties to the arbitration strictly in accordance with the substantive Laws of Hong Kong and shall not apply any other substantive Law.

(e) Each Party hereto shall cooperate with the others in making full disclosure of and providing complete access to all information and documents requested by the others in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such Party.

(f) The award of the arbitration tribunal shall be final and binding upon the disputing Parties, and either Party may apply to a court of competent jurisdiction for enforcement of such award.

(g) Either Party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first written above.

KINGSTATE:	KINGSTATE GROUP LIMITED

	By:	/s/ ZHOU Hengyang
		Name: ZHOU Hengyang
		Title: Director

	Address: 21/F, Block D The Place Tower
			No. 9 Guanghua Road, Chaoyang District
			Beijing, China 100020

HUGE HARVEST:	HUGE HARVEST ENTERPRISES LIMITED

	By:	/s/ FEI Dongping
		Name: FEI Dongping
		Title: Director

	Address: 21/F, Block D The Place Tower
			No. 9 Guanghua Road, Chaoyang District
			Beijing, China 100020

SINOWILL:	SINOWILL HOLDINGS LIMITED

	By:	/s/ ZHANG Kuo
		Name: ZHANG Kuo
		Title: Director

	Address: 21/F, Block D The Place Tower
			No. 9 Guanghua Road, Chaoyang District
			Beijing, China 100020

TREND FOCUS:	TREND FOCUS LIMITED

	By:	/s/ Francis Kwok Cheong Wan
		Name: Francis Kwok Cheong Wan
		Title: Shareholder

	Address: 21/F, Block D The Place Tower
			No. 9 Guanghua Road, Chaoyang District
			Beijing, China 100020

Arch:	ARCH DIGITAL HOLDINGS LTD.

	By:	/s/ Rachel Chiang
		Name: Rachel Chiang
		Title: Director

	Address:

	c/o ARC Capital Holdings Limited
	Suite 4703 Plaza 66 Tower 2
	1366 Nanjing Road West
	Shanghai, PRC 200040
	Tel: +8621 61135818 Fax: +86 61135806

	c/o ARC Capital Holdings Limited
	32/F, AIA Central
	1 Connaught Road
	Central, Hong Kong
	Tel: +852 37196300 Fax: +852 31150244