ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (the Agreement) is made and entered into as of May 31, 2003 by and among REMEC China Holdings SRL, a Barbados society with restricted liability (the Buyer), Himark Telecom Group Limited, a Cayman Islands exempt company (the Seller), and Shu Yi Lin (Ms. Lin) and Mao Cheng Lin (collectively, the Principals), the 100% legal owners of REMEC Himark Telecom Co., Ltd., a Peoples Republic of China company (Himark Beijing).

BACKGROUND

A. Himark Beijing is a Peoples Republic of China (PRC) company engaged in the distribution and wholesale sales of wireless telecommunications products and related services (the Himark Business) in the PRC (the term Himark Business includes the business of REMEC Himark (Hong Kong) Co. Limited referenced in recital B below).

B. REMEC Himark (Hong Kong) Co., Limited, a Hong Kong company, is also engaged in the Himark Business in Hong Kong and elsewhere (Himark Hong Kong).

C. The Seller is the equitable owner of 100% of the securities of Himark Beijing, through an option agreement dated August 9, 2002 between the Seller, the Principals and Himark Beijing, and the legal and equitable owner of 100% of the securities of Himark Hong Kong.

D. The Principals, being citizens of the PRC, are the legal owners of 100% of the securities of Himark Beijing.

E. The Buyer wishes to purchase from the Seller, and the Seller wishes to sell to the Buyer, certain assets of the Seller. The Principals, being the economic beneficiaries of the transactions contemplated by this Agreement, have agreed to facilitate this purchase and sale by way of certain collateral agreements and otherwise.

AGREEMENT

In consideration of the terms, conditions, agreements and covenants contained in this Agreement, the parties to this Agreement agree as follows:

SECTION 1.

DEFINITIONS

In this Agreement capitalized terms will have the following respective meanings:

1.1 Affiliates mean, with respect to any entity, any person or entity that controls, is controlled by or is under common control with the entity.

1.2 Assets has the meaning set forth in Section 2.1 of this Agreement.

1.3 Assignment Documents means those agreements, in form and content acceptable to Buyer in its sole discretion, that evidence the transfer of all of the assets of Beijing Himark Telecom Ltd., a limited liability company organized under the laws of the Peoples Republic of China, Beijing Airtech Communication Equipment Co,. Ltd., a limited liability company organized under the laws of the Peoples Republic of China and Airtech Wireless (H.K.) Limited, and the Seller to Himark Beijing or Himark Hong Kong, as specified by the Buyer.

1.4 Agreement has the meaning set forth in the preamble to this Agreement.

1.5 Buyer has the meaning set forth in the preamble to this Agreement.

1.6 Buyer Schedule has the meaning set forth in Article IV of this Agreement.

1.7 Cash Consideration means $3,000,000, which amount will be paid by the Buyer by wire transfer or bank check at the direction of the Seller.

1.8 Closing means the closing of the transactions contemplated by this Agreement.

1.9 Closing Date means the date the Closing takes place.

1.10 Collateral Agreements mean the Option Agreement, the Pledge Agreement, the Exclusive Services Agreement, the Repurchase Agreement, the Transfer Documents, the Voting Agreement, any side letter specifically referencing this Agreement and the Employment Agreements, including each of their respective exhibits and schedules.

1.11 Deemed Consolidated Entities means the Seller, all subsidiaries of the Seller and Himark Beijing, all on a deemed consolidated basis.

1.12 Employment Agreements means the Employment Agreements and Proprietary Information and Invention Assignment Agreements, each dated June 1, 2003 and between the Buyer and Ms. Lin, and REMEC and Ms. Lin, the forms of which are attached as Exhibit E(a), E(b), E(c) and E(d) to this Agreement.

1.13 Environmental Laws has the meaning set forth in Section 3.18 of this Agreement.

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1.14 Equity means the capital of an entity, including but not limited to registered capital, shares, quotas, membership units, options, warrants, rights and all other securities and obligations convertible into any of the foregoing.

1.15 Exchange Act means the United States Securities Exchange Act of 1934, as it may be amended from time to time.

1.16 Exclusive Services Agreement means the Exclusive Services Agreement, dated May 31, 2003 and between Himark Beijing and REMEC Shanghai, the form of which is attached as Exhibit F to this Agreement.

1.17 Financial Statements has the meaning set forth in Section 3.8 of this Agreement.

1.18 Fully-Diluted Basis means all Equity of an entity that is authorized, issued or reserved, including without limitation, equity that is or may be issued pursuant to the exercise or conversion of any other security or obligation of the entity.

1.19 Himark Beijing has the meaning set forth in the preamble to this Agreement.

1.20 Himark Beijing Securities means 100% of the Equity in Himark Beijing.

1.21 Himark Business has the meaning set forth in the recitals to this Agreement.

1.22 Himark Hong Kong has the meaning set forth in the recitals to this Agreement.

1.23 Himark Hong Kong Stock means 100% of the Equity in Himark Hong Kong.

1.24 Indemnified Party and Indemnifying Party each have the meaning set forth in Section 9.1 of this Agreement.

1.25 Legal Representative means the executive director of Himark Beijing.

1.26 Liens has the meaning set forth in Section 3.5 of this Agreement.

1.27 Loss and Losses each have the meaning set forth in Section 9.1 of this Agreement.

1.28 Material Adverse Effect has the meaning set forth in Section 4.1 of this Agreement.

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1.29 Material Contract means any contract material to the Himark Business and as further defined in Section 3.11 of this Agreement.

1.30 Ms. Lin has the meaning set forth in the preamble to this Agreement.

1.31 Option means the option granted to the Buyer (or its nominee) by the Principals to acquire up to 100% of the Equity of Himark Beijing, which option is evidenced by the Option Agreement.

1.32 Option Agreement means the Option Agreement, dated May 31, 2003 and between the Buyer (or its nominee), Himark Beijing and the Principals, the form of which is attached as Exhibit C to this Agreement.

1.33 PRC has the meaning set forth in the recitals to this Agreement.

1.34 Permits mean any license, permit, franchise, certificate of authority or order, or any waiver of the foregoing, required or advisable to be issued for the operation of the Himark Business.

1.35 Pledge Agreement means the Pledge Agreement, dated May 31, 2003 and between the Buyer (or its nominee), Himark Beijing and the Principals, the form of which is attached as Exhibit D to this Agreement.

1.36 Principals has the meaning set forth in the preamble to this Agreement.

1.37 RMB means Ren Min Bi, the currency of the PRC.

1.38 Real Property means all real property (including leasehold interests) utilized by any of the Seller, Himark Hong Kong or Himark Beijing in the Himark Business.

1.39 Registrable Shares has the meaning set forth in Section 10.1 of this Agreement.

1.40 Registration Effective Period has the meaning set forth in Section 10.3(a) of this Agreement.

1.41 Registration Indemnified Person has the meaning set forth in Section 10.5(c) of this Agreement.

1.42 Registration Indemnifying Person has the meaning set forth in Section 10.5(c) of this Agreement.

1.43 REMEC means REMEC, Inc, a California corporation.

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1.44 REMEC China Securities means 11 shares of Class A Preferred Shares of REMEC International.

1.45 REMEC Entities mean the Seller and REMEC Shanghai on a consolidated basis.

1.46 REMEC Indemnified Person has the meaning set forth in Section 10.5(b) of this Agreement.

1.47 REMEC International means REMEC International, Inc., a Barbados international business company.

1.48 REMEC Shanghai means REMEC Wireless Telecommunications (Shanghai) Co., Ltd., a PRC wholly owned foreign enterprise, a wholly-owned subsidiary of the Buyer.

1.49 REMEC Stock means 1,391,650 fully paid and non-assessable shares of the common stock of REMEC.

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