CTDC China Technology Development Grp. Corp. (MM)

THE SUBSCRIPTION AGREEMENT OF CHINA MERCHANTS NEW ENERGY HOLDINGS LIMITED DATED
APRIL 19, 2012

As previously reported, on January 16, 2012, China Technology Development Group
Corporation (Nasdaq: CTDC; “we” or "the Company") entered into a Framework
Agreement with GCL-Poly Investment Limited (“GCL”) and China Merchants New
Energy Group Limited (“CMNE Group”) to set out their intentions and plans to
cooperate on development of roof-top solar power plants and systems in the USA
and China (the “Framework Agreement”).
Pursuant to the Framework Agreement, among other things, it was contemplated
that CTDC, GCL and CMNE Group would restructure Sinofield Group Limited
(“Sinofield”), CTDC’s wholly-owned subsidiary, as a platform to realize their
cooperation on roof-top solar plants in China. The Framework Agreement provided
that GCL would subscribe for and purchase newly issued shares of Sinofield in
consideration for HK$48 million in cash, and it was expected that GCL would
become a 20% shareholder of Sinofield upon closing of the transaction. The
Framework Agreement also provided that CMNE would acquire newly issued shares of
Sinofield in consideration for contributing exclusive rights to develop at least
180 MW roof-top solar plants in China (the “Exclusive Development Rights”), and
it was expected that CMNE would become a 55% shareholder of Sinofield upon
closing of the transaction. The Exclusive Development Rights are mainly
comprised of 25-year exclusive rights to develop solar plants on warehouse
rooftops of three enterprises within China: China Merchants Logistics Holding
Co., Ltd., China Merchants Bonded Logistics Ltd. and China Ocean Shipping Agency
Shenzhen Ltd.

On March 27, 2012, CMNE Group and Sinofield entered into a definitive
subscription agreement, pursuant to which CMNE Group agreed to subscribe for and
purchase from Sinofield, upon the terms and subject to the conditions set forth
in the subscription agreement, 220 ordinary shares of Sinofield. In
consideration of Sinofield’s allotment and issuance of such ordinary shares,
CMNE Group transferred to Sinofield its entire interest in China Technology New
Energy Limited, which holds the Exclusive Development Rights, based on an agreed
value of HK$132,000,000. Upon completion of the subscription on April 2, 2012,
CMNE Group owned 220 ordinary shares of Sinofield and the Company continued to
own 100 ordinary shares of Sinofield. In connection with the transaction, CTNE
became a wholly-owned subsidiary of Sinofield and Sinofield changed its name
into “China Merchants New Energy Holdings Limited”.

On April 19, 2012, China Merchants New Energy Holdings Limited (formerly known
as Sinofield Group Ltd.), or CMNE Holdings, GCL, the Company and CMNE Group
entered into a definitive subscription agreement. Pursuant to the subscription
agreement, GCL agreed to subscribe for and purchase from CMNE Holdings 80
ordinary shares of CMNE Holdings in consideration of HKD48 million, and the
Company and CMNE Group, as shareholders of CMNE Holdings, agreed to certain
covenants and undertakings to GCL. As contemplated by the subscription
agreement, the Company, as an indirect shareholder of CMNE Holdings undertook to
GCL, among other things, that the Company will: (a) unconditionally and
irrevocably purchase all the outstanding related-party receivables of Trendar in
amount of approximately Rmb55 million as of December 31, 2011 in the event that
Trendar fails to collect such receivables in cash from the Company’s related
parties within six months following the Closing Date on April 30, 2012; (b) not
demand any payment or make any claim against any group member of CMNE Holdings
under or in connection with non-trade payables due to the Company and its
related parties in a total amount of approximately Rmb18 million within two
years after the Closing Date; (c) settle certain non-trade payables in a total
amount of approximately Rmb24 million by way of equity investment or by any
other settlement method; and (d) together with CMNE Group, jointly and
severally, unconditionally and irrevocably purchase the equity interest in or
the assets of Trendar for a consideration of no less than HK$60 million upon
request of GCL in the event that Trendar fails to realize a net profit after tax
of less than HK$15 million for a period commencing on the Closing Date until the
first anniversary of the Closing Date. The transaction contemplated by the
subscription agreement is scheduled to close on April 30, 2012. Upon completion
of the transaction, CMNE Group, the Company and GCL will hold 55%, 25% and 20%,
respectively, of the total outstanding ordinary shares of CMNE Holdings.

The complete text of the subscription agreement dated April 19, 2012 is included
as Exhibit 99.1 to this report.