Stock Purchase Agreement

EXHIBIT 10.1


EXECUTION COPY


____________________

STOCK PURCHASE AGREEMENT

____________________


Between

SHENZHEN HUAWEI INVESTMENT & HOLDING CO., LTD.

and

3COM TECHNOLOGIES


Dated as of December 22, 2006


[Table of Contents Omitted]


STOCK PURCHASE AGREEMENT (this " Agreement" ), dated as of December 22, 2006, between SHENZHEN HUAWEI INVESTMENT & HOLDING CO., LTD., a limited liability company organized and existing under the laws of the People' s Republic of China (the " Seller" ), and 3COM TECHNOLOGIES, a corporation organized under the laws of the Cayman Islands (the " Purchaser" ).

WHEREAS, the Seller owns 4,755,450 ordinary shares, US$1 par value per share (the " Shares" ), of Huawei-3Com Co., Limited, a company incorporated and existing under the Companies Ordinance (Chapter 32 of the laws of Hong Kong) (the " Company" ), representing 49% of the issued and outstanding Shares (the " Sale Shares" );

WHEREAS, the Seller, the Purchaser and the Company are parties to a shareholders' agreement, dated November 15, 2003, as amended on July 31, 2004 and January 27, 2006 (such agreement, as amended, the " Shareholders' Agreement" );

WHEREAS, pursuant to section 8.02 of the Shareholders' Agreement, the Seller has accepted an offer by the Purchaser to purchase all of the Seller' s Equity Equivalents (as defined in the Shareholders' Agreement) at the Bid Price (as defined in the Shareholders' Agreement) of $185.47 (rounded to the nearest penny) per Share, as specified in a notice given by the Purchaser to the Seller on November 23, 2006 (the " Bid" ); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Seller, the Sale Shares, upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Seller and the Purchaser hereby agree as follows:

ARTICLE I

DEFINITIONS SECTION 1.01. Certain Defined Terms. For purposes of this Agreement:

" Action" means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or third party.

" Affiliate" means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

" Business Day" means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in Shenzhen, Hong Kong or New York.

" control" (including the terms " controlled by" and " under common control with" ), with respect to the relationship between or among two or more Persons, means the


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possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

" Encumbrance" means any security interest, pledge, mortgage, lien, charge, lease, license, encumbrance, servient easement, adverse claim, reversion, restrictive covenant, condition or restriction of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership, or any right of termination, amendment, acceleration, suspension, revocation, cancellation, right of first refusal, right of first offer, put right, obligation to tender or similar transfer restriction.

" Governmental Authority" means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

" Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

" Hong Kong" means the Hong Kong Special Administrative Region of the PRC.

" IRSO" means the Inland Revenue Stamp Office of the Government of Hong Kong.

" Law" means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

" MOFCOM" means the Ministry of Commerce of the PRC.

" Person" means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

" PRC" means the People' s Republic of China.

" Purchase Price Bank Account" means a bank account in the PRC or outside of the PRC to be designated by the Seller in a written notice to the Purchaser at least three Business Days before the Closing.

" SAFE" means the State Administration of Foreign Exchange of the PRC.

" Stamp Duty Ordinance" means the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong).

" Subsidiary" means, with respect to any Person, any other Person of which such Person (either alone or through or together with any other Subsidiary) owns or has rights to


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acquire, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such other Person.

" working day" means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in Beijing.

SECTION 1.02. Definitions. The following terms have the meanings set forth in the Sections set forth below:

Definition


Location

" Agreement"

Preamble

" Bid"

Recitals

" Closing"

2.04

" Company"

Recitals

" Final Stamp Duty"

2.07

" ICC Rules"

8.10

" Local MOFCOM"

Exhibit 3.04

" Purchaser"

Preamble

" Purchase Price"

2.02

" Sale Shares"

Recitals

" Seller"

Preamble

" Shareholders' Agreement"

Recitals

" Shares"

Recitals


SECTION 1.03. Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a) when a reference is made in this Agreement to an Article, Section or Exhibit, such reference is to an Article or Section of, or an Exhibit of, this Agreement unless otherwise indicated;

(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c) whenever the words " include," " includes" or " including" are used in this Agreement, they are deemed to be followed by the words " without limitation"

(d) the words " hereof," " herein" and " hereunder" and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;


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(f) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(g) references to a Person are also to its successors and permitted assigns; and

(h) the use of " or" is not intended to be exclusive unless expressly indicated otherwise.

ARTICLE II

PURCHASE AND SALE SECTION 2.01. Purchase and Sale of the Sale Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all right, title and interest of the Seller in and to the Sale Shares.

SECTION 2.02. Purchase Price. The purchase price for the Sale Shares shall be $882 million (the " Purchase Price" ).

SECTION 2.03. Purchase Price Bank Account. If the Seller wishes to designate a bank account outside the PRC to be the Purchase Price Bank Account, the Seller shall, promptly after the date of receipt of the relevant approval referred to in paragraph (a) of Exhibit 3.04 (or earlier if permitted under applicable Laws), make appropriate applications to SAFE for any approvals required for the receipt by the Seller of the Purchase Price in such bank account. If any such approval is not obtained within twenty (20) working days after the date on which the Seller submits an application to SAFE, the Seller shall designate a bank account in the PRC to be the Purchase Price Bank Account and shall promptly amend or file appropriate applications with SAFE to reflect such change.

SECTION 2.04. Closing. Subject to the terms and conditions of this Agreement, the sale and purchase of the Sale Shares contemplated by this Agreement shall take place at a closing (the " Closing" ) to be held at the offices of Shearman & Sterling LLP, 12th Floor, East Tower, Twin Towers, B-12 Jianguomenwai Dajie, Beijing, 100022 at 10:00 a.m. Beijing time on the sixth Business Day following actual receipt of notification in writing of the satisfaction or waiver of the conditions to the obligations of the parties hereto set forth in Section 6.01(b) and Section 6.02(b) (provided that both parties have actually received such notice) or at such other place or at such other time or on such other date as the Seller and the Purchaser may mutually agree upon in writing. Each party shall promptly notify the other in writing of the satisfaction (or waiver) of the conditions set forth in Section 6.01(b) and Section 6.02(b) upon becoming aware of the same.

SECTION 2.05. Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

(a) duly executed sold notes in a form complying with the Stamp Duty Ordinance in respect of the Sale Shares completed in favor of the Purchaser;


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(b) duly executed and valid instrument(s) of transfer in respect of the Sale Shares completed in favor of the Purchaser together with duly executed powers of attorney or other authorities under which any of the transfers have been executed;

(c)

original share certificates in respect of the Sale Shares issued to the Seller;

(d)

a receipt for the Purchase Price;

(e) a certificate of a duly authorized officer of the Seller certifying as to the matters set forth in Section 6.02(a);

(f) certified copies (or other evidence) of all valid approvals or authorizations of, filings or registrations with, or notifications on, all Governmental Authorities required to be obtained, filed or made by the Seller;

(g) a copy (certified by a duly appointed officer as true and correct) of a resolution of the shareholders of the Seller authorizing the execution and delivery of and performance of the Seller' s obligations under this Agreement and the consummation of the transactions contemplated hereby (including the approval of the registration of the transfer in respect of the Sale Shares referred to in Section 2.05(b) and the resignations referred to in Section 2.05(h); and

(h) the resignation letters, duly executed as a deed and effective as of the Closing Date, of each of the persons designated by the Seller to serve as directors of the Company and/or the Company' s subsidiaries, as applicable, pursuant to the Shareholders' Agreement, resigning from all of their positions with the Company and/or the Company' s subsidiaries (as director, officer, employee, consultant or otherwise).

SECTION 2.06. Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller:

(a) subject to Section 8.01(b), the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account;

(b) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 6.01(a);

(c) certified copies (or other evidence) of all valid approvals or authorizations of, filings or registrations with, or notifications on, all Governmental Authorities required to be obtained, filed or made by the Purchaser; and

(d) a copy (certified by a duly appointed officer as true and correct) of a resolution of the board (as necessary to provide valid authorization) of the directors of the Purchaser (or, if required by Law or its constitutional documents, its shareholders) authorizing the execution and delivery of and performance of the Purchaser' s obligations under this Agreement and the consummation of the transactions contemplated hereby.


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SECTION 2.07. Purchaser' s Obligation. The Purchaser shall (i) cause the duly executed transfers and the bought and sold notes to be lodged with the IRSO for stamping within the period specified in the Stamp Duty Ordinance, and (ii) pay to the IRSO an amount equal to the ad valorem stamp duty payable on the sale and purchase of ...