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T S Telecom Signed Sale And Purchase Agreement

On January 22, 2007 T S Telecom Technologies Limited, a subsidiary of T S Telecom Ltd. entered into a Sale and Purchase Agreement with Mr. Raymond Lau, the Chairman and Chief Executive Officer of TSTT and the Company, pursuant to which TSTT has conditionally agreed to sell and Mr. Lau has conditionally agreed to purchase all the issued share capital of the "Disposal Group" and assume the "Advances" to the Disposal Group, upon completion of a corporate restructuring for cash consideration of HK$3,000,000.

TSTT is listed on the Stock Exchange of Hong Kong. The "Disposal Group" being sold are certain subsidiaries of TSTT which include: (a) T S Telecom (B.V.I.) Ltd. and its subsidiaries comprised of T S International Company Limited, TSTT (Canada) Ltd., T S International Ltd., T S Electric and Power Co. Ltd., T S Telecom (Shenzhen) Co., Ltd., Ying Zhi Xun Telecom Equipment (Shenzhen) Co., Ltd.; and (b) T S Bio-Medical (B.V.I.) Ltd. and its subsidiaries comprised of T S Bio-Technology Ltd. and T S Bio-Technology (Wuhan) Co. Ltd. The "Advances" to the Disposal Group being assumed by Mr. Lau equal the sum of approximately HK$120,000,000 (approximately CAD$18,217,702) which represent in the aggregate the amounts owing by certain members of the Disposal Group to TSTT.

The Consideration, which has been arrived at after arm's length negotiations between the parties, was determined with reference to the sum of (a) the unaudited consolidated net deficit of approximately HK$117,100,000 (approximately CAD$17,777,440) as at November 30, 2006; and (b) the Advances to the Disposal Group owed by certain members of the Disposal Group to TSTT of approximately HK$120,000,000 (approximately CAD$ 18,217,702) as at November 30, 2006, and after taking into consideration the Disposal Group's further expected operating losses for the period from December 1, 2006 to the date the transaction is completed, which is expected to be in the second quarter of 2007. No fee has been paid to any party in connection with the transaction.

The reasons for, and benefits to, the Company of entering into the Sale and Purchase Agreement and the financial effect to the Company and TSTT have been outlined in full on pages 10, 11 and 12 of TSTT's disclosure circular included as Schedule A to this press release.

The transaction has received the approval of the minority shareholders of TSTT at the Extraordinary General Meeting (EGM) held in Hong Kong on March 5, 2007 and has received the necessary approvals of the Hong Kong Stock Exchange. For details regarding the transaction, please refer to the documents, included as Schedule A to this press release, which include the Announcement - Major and connected transaction and resumption of trading; Circular - Major and connected transaction; Announcement - Voting Result of the EGM.

On March 9, 2007, the Board of Directors of the Company (with Mr. Raymond Lau-Chairman and Chief Executive Director abstaining from voting) approved this transaction. In the opinion of the Board, the terms of the Sale and Purchase Agreement are fair and reasonable in the circumstances and the entering into of the Sale and Purchase Agreement is in the best interests of the Company and its shareholders as a whole. The Board believes that the sale of the Disposal Group will improve the financial position of the Company, as each entity in the Disposal Group has operated at a loss for the previous years. This transaction is designed to improve the Company's likelihood of returning to profitability in the future. The Board has concluded that although this transaction would constitute a "related party transaction" for purposes of applicable securities regulation, the transaction does not require shareholder approval or a valuation given that the Company is in serious financial difficulty and the costs associated with holding a shareholder meeting and preparing a valuation are not feasible given the Company's current economic situation. The Consideration to be paid by Mr. Raymond Lau will enhance the Company's financial position going forward. -- www.cnxmarketlink.com

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