S-3

As filed with the Securities and Exchange Commission on July 2, 2003

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

REMEC, INC.

(Exact name of Registrant as specified in its charter)

California	95-3814301
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3790 Via de la Valle, Del Mar, CA 92014 (858) 505-3713

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Donald J. Wilkins

Vice President, General Counsel and Secretary

3790 Via de la Valle, Del Mar, CA 92014 (858) 505-3713

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Randall B. Schai, Esq.

Heller Ehrman White & McAuliffe LLP

333 Bush Street

San Francisco, California 94104-2878

Telephone: (415) 772-6000

Facsimile: (415) 772-6268

Approximate date of commencement of proposed sale to the public:

From time to time as soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering:  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box:  ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Common Stock, par value $0.01 per share	1,391,650	$	6.67	$	9,282,306	$	751

(1) Also includes associated rights to purchase shares of the Registrant’s Series RP Preferred Stock, which rights are not currently separable from the shares of the Registrant’s common stock and are not currently exercisable.

(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based on the average of the high and low prices of the Registrant’s common stock on the Nasdaq National Market on June 25, 2003.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

We will amend and complete the information in this prospectus. Although we are permitted by U.S. federal securities law to offer these securities using this prospectus, we may not sell them or accept your offer to buy them until the documentation filed with the Securities and Exchange Commission relating to these securities has been declared effective by the Securities and Exchange Commission. This prospectus is not an offer to sell these securities or our solicitation of your offer to buy these securities in any jurisdiction where that would not be permitted or legal.

Subject to Completion, dated July 2, 2003

PROSPECTUS

REMEC, INC.

1,391,650 Shares of Common Stock

This prospectus may be used only in connection with the resale, from time to time, of up to 1,391,650 shares of our common stock, par value $0.01 per share, by the selling security holder, Himark Telecom Group Limited, a Cayman Islands exempt company. The 1,391,650 shares represent approximately 2.4% of our current outstanding common stock and represents the maximum number of shares of common stock being registered for resale under this prospectus.

Information regarding Himark Telecom Group Limited, and the times and manner in which it may offer and sell shares of our common stock under this prospectus, is provided under “Selling Security Holder” and “Plan of Distribution” in this prospectus. We will not receive any proceeds from the sale of these shares by the selling security holder under this prospectus.

Our common stock trades on the Nasdaq National Market under the symbol “REMC.” On July 1, 2003, the closing price for our common stock, as reported on the Nasdaq National Market, was $7.00 per share.

Investing in our common stock involves certain risks. See “ Risk Factors” beginning on Page 2 of this prospectus for risks you should consider. You should read the entire prospectus carefully before you make any investment decision to purchase our common stock.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The selling security holder is only offering to sell, and seeking offers to buy, shares of REMEC common stock in jurisdictions where offers and sales are lawfully permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock.

In this prospectus, “REMEC,” the “Registrant,” “we,” “us” and “our” refer to REMEC, Inc.

The date of this prospectus is              , 2003

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Summary of Information About the Company	1
Risk Factors	2
Special Note Regarding Forward Looking Statements	7
Where You Can Find More Information	7
Experts	7
Incorporation of Certain Information by Reference	8
Use of Proceeds	8
Selling Security Holder	8
Plan of Distribution	9
Legal Matters	10

i

PROSPECTUS SUMMARY

This prospectus relates to the resale of up to 1,391,650 shares of our common stock by Himark Telecom Group Limited. The selling security holder may sell its shares of our common stock in the open market at prevailing market prices or in private transactions at negotiated prices. It may sell the shares directly, or may sell them through underwriters, brokers or dealers. Underwriters, brokers or dealers may receive discounts, concessions or commissions from the selling security holder or from the purchaser and this compensation might be in excess of the compensation customary in the type of transaction involved. See the section of this prospectus entitled “Plan of Distribution.”

We will not receive any proceeds from any sale of the 1,391,650 shares of our common stock offered by the selling security holder.

SUMMARY OF INFORMATION ABOUT THE COMPANY

REMEC was incorporated in California in January 1983. Our principal executive offices are located at 3790 Via de la Valle, Del Mar, California 92014, and the telephone number for that location is (858) 505-3713. Our Internet address is http://www.remec.com. The information on our website is not incorporated by reference into this prospectus.

REMEC designs and manufactures high frequency subsystems used in the transmission of voice, video and data traffic over wireless communications networks in the defense and commercial sectors. Our products are designed to improve the capacity, efficiency, quality and reliability of wireless communications infrastructure equipment. We also develop and manufacture highly sophisticated wireless communications equipment used in the defense industry, including communications equipment integrated into electronic systems for tactical aircraft, ships, ground systems, satellites, missile systems and smart weapons. We manufacture products that operate at the full range of frequencies currently used in wireless communications transmission, including radio frequencies, or “RF,” microwave frequencies and millimeter wave frequencies. By offering products that cover the entire frequency spectrum for wireless communications, we are able to address opportunities in the worldwide mobile wireless communications market and defense markets.

1

RISK FACTORS

You should carefully consider the following risks and uncertainties before you invest in our common stock. Investing in our common stock involves risk. If any of the following risks or uncertainties actually occur, our business, financial condition or results of operations could be materially adversely affected. The following are not the only risks and uncertainties we face. Additional risks and uncertainties of which we are unaware or which we currently believe are immaterial could also materially adversely affect our business, financial condition or results of operations. In any case, the trading price of our common stock could decline, and you could lose all or part of your investment. See also “Special Note Regarding Forward-Looking Statements.”

Current economic conditions are uncertain.

Current conditions in the domestic and global economies are extremely uncertain. As a result, it is difficult to estimate the level of growth, if any, for the economy as a whole, and even more difficult to estimate growth, if any, in the specific markets in which we participate. Because our budgeting and forecasting are dependent upon estimates regarding the markets we serve, the prevailing economic uncertainty renders estimates of future income and expenditures even more difficult than usual to make. The future direction of the overall domestic and global economies will have a significant impact on our overall performance.

The terrorist attacks in 2001, current conflicts in the Middle-East and the potential for future terrorist attacks and conflicts have created many economic and political uncertainties that have severely impacted the global economy. We experienced a further decline in demand for our products after the terrorist attacks in 2001. The long-term effects of these economic and political uncertainties on our business and the global economy remain unknown.

Operating in the commercial wireless communications industry carries certain risks.

Our success in the commercial wireless market depends in large part on investments by our customers in expensive wireless infrastructure equipment. Because the commercial wireless market has only recently begun to develop, it is difficult to predict the rate at which this market will grow, if at all. This market is currently experiencing a downturn, and as a result our customers may continue to reduce their capital expenditures in response to current or anticipated reductions in consumer demand for their products and services. If the current economic uncertainty continues, demand for our commercial wireless products may be sharply reduced or may fail to develop, which would adversely affect our revenues. In addition, the need to invest in the engineering, research and development and marketing required to penetrate markets and maintain service and support capabilities limits our ability to reduce expenses during downturns.

Our operations may be adversely affected by energy shortages.

In the past, California has experienced shortages of electrical power. This condition has periodically resulted in rolling brown-outs or the temporary and generally unannounced loss of the primary electrical power source. Our facilities in San Diego, Poway, Escondido and Milpitas are powered by electricity. Currently, we do not have secondary electrical power sources to mitigate the impacts of temporary or longer-term electrical outages. Although the immediate threat of power shortages in California has decreased, our operating facilities may experience brown-outs, black-outs or other consequences of the shortage, and may be subject to usage restrictions or other energy consumption regulations that could adversely impact or disrupt our research and development, manufacturing and other activities.

The failure of our customers to sell wireless communications network solutions that include our subsystems and integrated components would harm our sales.

In general, our integrated components and subsystems must be custom designed for use in our customers’ products. As a result, we sell our products to a relatively small group of customers, and our products must be

2

specifically engineered for each customer. While we select our customers based on our assessment of their ability to succeed in the marketplace, we can not be sure of their success. If our customers are not successful, the length of time required to re-engineer our product for another customer may delay our sales or prohibit us from getting our products to the marketplace in a timely manner or at all.

Our production schedules and manufacturing processes may cause fluctuations in quarterly results.

Our quarterly results have varied significantly in the past and are likely to continue to vary significantly. These fluctuations are due to a number of factors, including the following: timing, cancellation or rescheduling of customer estimates for product; customer orders and shipments; pricing and mix of products sold; introduction of new products; our ability to obtain components and subassemblies from contract manufacturers and suppliers; and variations in manufacturing efficiencies. Any one of these factors could substantially affect our results of operations for any particular fiscal quarter.

Our continued efforts to service the defense market may limit our growth in revenues.

We make a substantial portion of our sales to the U.S. defense market. As a result, lower defense spending by the U.S. government could materially reduce our revenues. Lower defense spending by the U.S. government on REMEC programs might occur because of defense budget cuts, general budget cuts or other causes.

We expect to continue to derive a substantial portion of our revenues from defense programs and to develop microwave products for defense applications. If a significant defense program or contract ends, and we fail to replace sales from that program or contract, our revenues will decline. In addition, a large portion of our expenses are fixed and difficult to reduce, thus magnifying the negative effect of any shortfall in revenue.

Our defense development contracts could cause our quarterly results to fluctuate.

We have entered into more defense industry development contracts as a source of defense revenues. Development contracts are contracts for the development of products, rather than the production of existing products and they tend to be fixed price contracts that generally result in lower gross profit margins than production contracts. As a result, our increased reliance on development contracts has led to increased quarterly fluctuations in sales and gross profit margins. Accordingly, our comparative performance from one fiscal quarter to the next is not necessarily an accurate indicator of our future performance.

Our exclusive arrangements with some customers may limit our pursuit of market opportunities and may result in a loss of revenues.

We have granted some of our customers exclusivity on specific products, which means that we are only permitted to sell those specially engineered products to them. We expect that in some cases our existing customers and new customers may require us to give them exclusivity on new products that we make for them. By entering into exclusive arrangements, we may forego opportunities to supply these products to other companies. In addition, if we enter into exclusive relationships with customers who prove to be unsuccessful, our revenues will be negatively affected. We may not be able to establish business relationships with, or negotiate acceptable arrangements with, significant customers in the future. Also, our current or future arrangements with significant customers may not continue or be successful.

Our dependence on a few sole suppliers may decrease our timeliness of product delivery to customers.

In some cases, we rely on sole suppliers or limited groups of suppliers to provide us with services and materials necessary for the manufacture of our products. If we are not able to obtain sufficient allocations of these components, our production and shipment of product will be delayed, we may lose customers and our profitability may be affected.

3

Other risks relating to our reliance on sole suppliers include reduced control over productions costs, delivery schedules, reliability and quality of materials. Any inability to obtain timely deliveries of acceptable quality materials, or any other circumstances that would require us to seek alternative suppliers, could adversely affect our ability to deliver products to our customers. While it is unlikely that costs from our major suppliers will increase as costs are strictly managed through long term contracts, if they did, we may suffer losses if we are unable to recover such cost increases under fixed price production commitments to our customers.

Fixed-price contracts may increase risks of cost overruns and product non-performance.

Our customers establish demanding specifications for product performance, reliability and cost. Most of our customer contracts are firm fixed price contracts. Firm fixed price contracts provide for a predetermined fixed price for the products we make, regardless of the costs we incur. We have made pricing commitments to customers based upon our expectation that we will achieve more cost effective product designs and automate more of our manufacturing operations.

Manufacture of our products is an extremely complex process. We face risks of cost overruns or order cancellations if we fail to achieve forecasted product design and manufacturing efficiencies or if products cost more to produce than expected. The expense of producing products can rise due to increased cost of materials, components or labor, or other factors. We may have cost overruns or problems with the performance or reliability of our products in the future.

Our success in pursuing sales in international markets may be limited by risks related to international trade and marketing.

For the fiscal year ended January 31, 2003, approximately 34% of our revenue was derived from sales to customers residing outside the U.S. In addition, some of our U.S.-based customers who integrate our subsystems into their products may sell into these international markets. Adverse international economic conditions or developments, including economic instability in Asia, have in the past and could in the future negatively affect our direct sales and sales by our customers into these regions which would impact our revenues.

In addition to the uncertainty as to our ability to maintain and expand our international presence, there are certain risks inherent in foreign operations, including: delays resulting from export restrictions on certain products and technologies; fluctuations in foreign currencies and the U.S. dollar; loss of revenue, property and equipment from expropriation, nationalization, war, insurrection, terrorism and other political risks; overlap of different tax structures; seasonal reductions in business activity; and risks of increases in taxes and other government fees. In addition, foreign laws treat the protection of proprietary rights differently from laws in the United States and may not protect our proprietary rights to the same extent as U.S. laws.

Increasing our international market presence may be difficult and costly.

We may seek to expand our presence in international wireless communications and related markets by entering into partnerships or alliances with OEMs and service providers in those countries and acquiring complementary international business. We have had limited experience in partnering with international entities and managing international operations. The success of our ability to increase our international market presence is dependent on a number of factors, including the success of our domestic operations, level of funding, stability of our stock price, ability to produce competitive international products, attraction and retention of key employees at our international locations and our execution of strategic objectives.

We may encounter difficulties in effectively integrating acquired businesses.

Over the last several years we have acquired a number of companies. Acquisitions may result in potentially dilutive issuances of equity securities, incurrence of debt and contingent liabilities and amortization expenses

4

related to goodwill and other intangible assets, which could harm our profitability. In addition, acquisitions involve numerous risks, including, among other things: higher than estimated acquisition expenses; difficulties in successfully assimilating the operations, technologies and personnel of the acquired company; diversion of management’s attention from other business concerns; risks of entering markets in which we have no or limited direct prior experience; and the potential loss of key employees and customers as a result of the acquisition. There can be no assurance as to the effect of future acquisitions on our business or operating results.

Competition among technology companies for experienced engineers and other personnel may affect our ability to sustain our growth expectations.

We depend on attracting and retaining competent personnel in all areas of our business, including management, engineering, manufacturing, quality assurance, finance, marketing and support. In particular, our development efforts depend on hiring and retaining qualified engineers. We believe that engineers, including highly skilled microwave engineers, with the skills necessary to develop products for wireless communications are in high demand. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. If we are unable to hire a sufficient number of engineering personnel, we may be unable to support the growth of our business, and as a result, our sales may suffer.

We may not be able to adequately protect or enforce our intellectual property rights, which could harm our competitive position.

Our success and future revenue growth will depend, in part, on our ability to protect our intellectual property. We primarily rely on patent, copyright, trademark and trade secret laws, as well as nondisclosure agreements and other methods, to protect our proprietary technologies and processes. Despite our efforts to protect our proprietary technologies and processes, it is possible that certain of our competitors or other parties may obtain, use or disclose our technologies and processes. We have been issued a number of patents and other patent applications are currently pending. We cannot assure that any additional patents will be issued. Even if a new patent is issued, the claims allowed may not be sufficiently broad to protect our technology. In addition, any of our existing or future patents may be challenged, invalidated or circumvented. Moreover, any rights granted under these patents may not provide us with meaningful protection. If our patents do not adequately protect our technology, our competitors may be able to offer products similar to ours. Our competitors may also be able to develop similar technology independently or design around our patents.

We may be required to take additional impairment charges.

At May 2, 2003 our balance sheet includes, $42.6 million of goodwill, other intangible assets, and strategic investments in other companies. During the last two fiscal years, the Company has taken additional impairment losses for these types of assets. Every reporting period we are required to review these assets for indicators of impairment and if such indicators are apparent, we may be required to take additional charges, which could be material.

Our implemented restructuring plan could result in operational disruptions and other difficulties and additional restructuring of operations may be required in the future.

As a result of the continuing significant economic slowdown and the related uncertainties in the telecommunications industry, we implemented a restructuring plan in fiscal 2002 and reassessed it in fiscal 2003. The plan focused on cost reductions including down-sizing our workforce and a transition of manufacturing operations to low cost offshore locations. We cannot assure you that our restructuring efforts will be successful, that future operations will improve or that the completion of the restructuring will not disrupt our operations. A large portion of our operating expenses, including rent and capital lease expenditures, are fixed and difficult to reduce or change in the short-term. Accordingly, if our revenues do not meet our expectations, we may not be able to adjust our expenses quickly enough to compensate for the shortfall in revenue and additional restructuring of our operations may be required in the future.

5

Our stock price may fluctuate significantly.

The market price of our common stock, like the stock prices of many companies in the telecommunications industry, is subject to wide fluctuations in response to a variety of factors, including: actual or anticipated operating results; announcements of technological innovations; announcements of new products or new contracts by us, our competitors or customers; government regulatory action; developments with respect to wireless telecommunications; and general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations. These fluctuations have particularly affected the market prices for the stocks of technology companies and have often been unrelated to the operating performance of particular companies. The market price of our common stock has been highly volatile and may continue to be highly volatile.

6

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus, including the documents incorporated by reference in this prospectus, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. Our actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may” and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

Factors that could cause actual results or conditions to differ from those anticipated by these and other forward-looking statements include those more fully described in the “Risk Factors” section and elsewhere in this prospectus. We are not obligated to update or revise these forward-looking statements to reflect new events or circumstances.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov, as well as at our website at http://www.remec.com. You may also read and copy, at prescribed rates, any document we file with the SEC at the Public Reference Room of the SEC located at 450 Fifth Street, N.W., Suite 1024, Washington, D.C. 20549 and at the regional offices of the SEC at 233 Broadway, New York, New York 10279 or Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois, 60661. Please call the SEC at (800) SEC-0330 for further information on the SEC’s Public Reference Rooms.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated financial statements and schedule included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2003, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in this registration statement. Our financial statements and schedule are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

7

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents previously filed by us with the SEC pursuant to the Exchange Act are hereby incorporated by reference in this prospectus and made a part hereof:

1. Our Annual Report on Form 10-K for the fiscal year ended January 31, 2003, filed with the SEC on April 30, 2003;

2. Our Definitive Proxy Statement on Schedule 14A filed with the SEC on May 7, 2003;

3. Our Current Report on Form 8-K filed with the SEC on June 4, 2003;

4. Our Current Report on Form 8-K filed with the SEC on June 11, 2003;

5. Our Quarterly Report on Form 10-Q filed with the SEC on June 16, 2003; and

6. The description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on December 13, 1995.

All documents filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the offering shall be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this prospectus.

Upon written or oral request, we will provide without charge to each person to whom a copy of the prospectus is delivered a copy of the documents incorporated by reference herein (other than exhibits to such documents unless such exhibits are specifically incorporated by reference herein). You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: REMEC, Inc., 3790 Via de la Valle, Del Mar, CA 92014, Attention: Investor Relations, telephone: (858) 505 3713.

USE OF PROCEEDS

The selling security holder will receive all of the proceeds from the sale of the shares offered by this prospectus.

SELLING SECURITY HOLDER

The selling security holder is Himark Telecom Group Limited, a Cayman Islands exempt company (“Himark”). On May 31, 2003, REMEC acquired the business of Himark through an Asset Purchase Agreement between REMEC China Holdings SRL, a Barbados society with restricted liability and wholly-owned indirect subsidiary of REMEC, Himark and certain other parties. As consideration for the purchase of the business of Himark, Himark received, among other consideration, 1,391,650 shares of our common stock. Pursuant to the terms of the Asset Purchase Agreement, we agreed to register those shares for resale pursuant to a Form S-3 registration statement. In addition, as explained below under “Plan of Distribution,” we also agreed to bear certain expenses (other than broker discounts and commissions, if any) in connection with the registration.

Shu Yi Lin has an indirect beneficial ownership interest in the equity of Himark. Ms. Lin was appointed on June 1, 2003 as Senior Vice President of REMEC’s Asia division, as well as President of REMEC Wireless Telecommunication (Shanghai) Co., Ltd., a majority-owned indirect subsidiary of REMEC. As part of Ms. Lin’s

8

employment by REMEC, she was granted two non-qualified stock options to acquire an aggregate of 100,000 shares of our common stock. The options will vest at a rate of 25% per year over a four year period.

The following table sets forth the number of shares of our common stock owned beneficially by Himark as of June 26, 2003 and the number of shares that may be offered pursuant to this prospectus. Himark will not own any shares of our common stock after completion of this offering, assuming that all of the shares of our common stock being offered by Himark are sold and assuming that no shares of our common stock are purchased by Himark prior to the sale of all common stock being offered under this prospectus. The information in the table is based upon information provided to us by Himark.

For purposes of this table, beneficial ownership is determined in accordance with SEC rules, and includes voting power and investment power with respect to shares.

	Shares Beneficially Owned Prior to Offering			Shares Beneficially Owned After the Offering(2)
Selling Security Holder	Number	Percent(1)	Shares Offered	Number	Percent
Himark Telecom Group Limited	1,391,650	2.4	1,391,650	—	—

(1) Based upon 58,739,421 shares of our common stock outstanding on July 1, 2003. This registration statement will also cover any additional shares of our common stock which become issuable in connection with the shares registered for sale hereby by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of our common stock.

(2) Assumes no shares of our common stock are purchased by Himark prior to the sale of all common stock being offered under this prospectus.

PLAN OF DISTRIBUTION

We will receive no proceeds from this offering. The shares offered by this prospectus may be sold by the selling security holder from time to time in a variety of ways. These include on the over-the-counter market, on the Nasdaq National Market, in privately negotiated transactions, or by a combination of these methods of sale. Sales may be made at fixed prices which may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The selling security holder may effect sale transactions by selling the shares to or through broker-dealers, and these broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers of the shares for whom the broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions).

In order to comply with the securities laws of certain states, if applicable, the shares will be sold in those jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

The selling security holder and any broker-dealers or agents that participate with the selling security holder in the distribution of the shares may under certain circumstances be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions received by them and any profit realized on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The selling security holder may agree to indemnify broker-dealers against certain liabilities, including liabilities under the Securities Act.

Any broker-dealer participating in the distribution of shares as agent may receive commissions from the selling security holder (and, if it acts as agent for the purchaser of the shares, from the purchaser). Broker-dealers

9

may agree with the selling security holder to sell a specified number of shares at a stipulated price per share, and, to the extent a broker-dealer is unable to do so acting as agent for the selling stockholder, to purchase as principal any unsold shares. Broker-dealers who acquire shares as principal may thereafter resell these shares from time to time in transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described above) in the over-the-counter market, on the Nasdaq National Market, in privately negotiated transactions, or by a combination of these methods of sale, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices, and in connection with resales may pay to or receive from the purchasers of shares commissions computed as described above.

Under the rules and regulations of the Exchange Act, any person engaged in the distribution of the resale of shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of the distribution. The selling security holder will also be subject to applicable provisions of the Exchange Act and regulations under the Exchange Act which may limit the timing of purchases and sales of shares of our common stock by the selling security holder.

The selling security holder will pay all commissions and other expenses associated with the sale of shares by it. The shares offered by this prospectus are being registered pursuant to contractual obligations, and we have agreed to bear certain expenses in connection with the registration and sale of the shares being offered by the selling security holder. We have not made any underwriting arrangements with respect to the sale of shares offered by this prospectus.

LEGAL MATTERS

The legality of the issuance of the securities being offered by this prospectus is being passed upon by Heller Ehrman White & McAuliffe LLP, San Francisco, California.

10

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth various expenses in connection with the sale and distribution of the securities being registered. All of the amounts shown are estimates except for the SEC Registration Fee. All of the fees described in the following table will be paid by REMEC.

SEC Registration Fee	$	751
Accounting Fees		7,500
Legal Fees and Disbursements		30,000
Miscellaneous		1,749
Total	$	40,000

Item 15. Indemnification of Officers and Directors.

The Registrant has the power to indemnify its officers and directors against liability for certain acts pursuant to Sections 204(a) and 317 of the General Corporation Law of California. Sections 204(a) and 317 of the General Corporation Law of California provides that a corporation has the power to indemnify any of its agents who are made a party to, or are threatened to be made a party to, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) (each a “Proceeding”) by reason of the fact that the person is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or other agent of another enterprise, against expenses, judgments, fines, certain settlements and other amounts actually and reasonably incurred by the agent in connection with a Proceeding. Section 317 of the General Corporation Law of California also provides that to the extent an agent of a corporation has been successful on the merits in defense of any Proceeding, the corporation must indemnify the agent against expenses actually and reasonably incurred by the agent in connection with that Proceeding.

Articles Fourth and Fifth of the Registrant’s Restated Articles of Incorporation provide as follows:

“Fourth:    The liability of directors of this Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.”

“Fifth:    This Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) for breach of duty to this Corporation and its shareholders through bylaw provisions, or through agreements with the agents, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Code.”

Article V of Registrant’s Bylaws, as amended, provides as follows:

“The corporation shall indemnify its directors and executive officers to the fullest extent not prohibited by the California General Corporation Law; provided, however, that the corporation may limit the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person or any proceeding by such person against the corporation or its directors, officers, employees or other agents unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the corporation or (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the California General Corporation Law.”

II-1

The Registrant has entered into indemnification agreements with certain of its officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant, if any, pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the SEC, indemnification is against public policy as expressed in the Securities Act and is accordingly unenforceable.

Item 16. Exhibits.

The following documents are filed herewith (unless otherwise indicated) and made a part of this registration statement.

Exhibit Number	Description of Exhibit
2.1	Asset Purchase Agreement dated May 31, 2003 between REMEC China Holdings SRL, REMEC Himark Telecom Co., Limited, Himark Telecom Group Limited, and other parties thereto. The exhibits to the Asset Purchase Agreement, as listed in the table of contents thereto, have been omitted. REMEC, Inc. will furnish copies of the omitted exhibits to the SEC upon request.
5.1	Opinion of Heller Ehrman White & McAuliffe LLP.
23.1	Consent of Heller Ehrman White & McAuliffe LLP (filed as part of Exhibit 5.1).
23.2	Consent of Ernst & Young LLP, Independent Auditors.
24.1	Power of Attorney (included on page II-4).

Item 17. Undertakings.

A.    The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  to include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (i) and (ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B.    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Diego, State of California, on July 2, 2003.

REMEC, INC.
By:	/s/    RONALD E. RAGLAND
	Ronald E. Ragland Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ronald E. Ragland and David L. Morash, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-3 and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    RONALD E. RAGLAND         Ronald E. Ragland	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	July 2, 2003
/s/    DAVID L. MORASH         David L. Morash	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	July 2, 2003
/s/    ANDRE R. HORN       Andre R. Horn	Director	July 2, 2003
/s/    JEFFREY M. NASH       Jeffrey M. Nash	Director	July 2, 2003
/s/    THOMAS A. CORCORAN         Thomas A. Corcoran	Director	July 2, 2003
/s/    MARTIN COOPER         Martin Cooper	Director	July 2, 2003
/s/    ROBERT W. SHANER         Robert W. Shaner	Director	July 2, 2003

II-4

REMEC, INC.

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
2.1	Asset Purchase Agreement dated May 31, 2003 between REMEC China Holdings SRL, REMEC Himark Telecom Co., Limited, Himark Telecom Group Limited, and other parties thereto. The exhibits to the Asset Purchase Agreement, as listed in the table of contents thereto, have been omitted. REMEC, Inc. will furnish copies of the omitted exhibits to the SEC upon request.
5.1	Opinion of Heller Ehrman White & McAuliffe LLP.
23.1	Consent of Heller Ehrman White & McAuliffe LLP (filed as part of Exhibit 5.1).
23.2	Consent of Ernst & Young LLP, Independent Auditors.
24.1	Power of Attorney (included on page II-4).

EX-2.1

EXHIBIT 2.1

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 People’s Republic of China company (“Himark Beijing”).

BACKGROUND

A. Himark Beijing is a People’s 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 People’s Republic of China, Beijing Airtech Communication Equipment Co,. Ltd., a limited liability company organized under the laws of the People’s 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.

2

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.

3

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.

4

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.

1.50 “Repurchase Agreement” means the Repurchase Agreement, dated May 31, 2003 and between the Seller and REMEC International, the form of which is attached as Exhibit H to this Agreement.

1.51 “Resale Registration Statement” has the meaning set forth in Section 10.2 of this Agreement.

1.52 “Sale Consideration” has the meaning set forth in Section 2.2 of this Agreement.

1.53 “Securities Act” has the meaning set forth in Section 5.1 of this Agreement.

1.54 “SEC” means the United States Securities and Exchange Commission.

1.55 “Seller” has the meaning set forth in the preamble to this Agreement.

1.56 “Seller Indemnified Person” has the meaning set forth in Section 10.5(a) of this Agreement.

1.57 “Seller Schedule” has the meaning set forth in Article IV of this Agreement.

1.58 “Suspension Right” has the meaning set forth in Section 10.3(c) of this Agreement.

1.59 “Taxes” means any PRC, United States or other country’s federal, state, provincial, district, county, or other local income, sales and use, excise, franchise, real

5

and personal property, transfer, gross receipt, capital stock, stamp, production, business and occupation, value-added, disability, employment, payroll, severance or withholding tax or charge imposed by any governmental entity, and any interest and penalties (civil or criminal) related thereto or to the nonpayment thereof.

1.60 “Tax Returns” has the meaning set forth in Section 3.10 of this Agreement.

1.61 “Transfer Documents” means those certain transfer documents in a form acceptable to the Buyer effecting the transfer of the Assets from the Seller to the Buyer.

1.62 “US GAAP” means United States generally accepted accounting principles consistently applied, as in effect from time to time.

1.63 “Voting Agreement” means the Irrevocable Proxy and Voting Agreement between Seller and REMEC, the form of which is attached as Exhibit G to this Agreement.

SECTION 2.

PURCHASE AND SALE

2.1 Purchase and Sale of Assets. On the terms and subject to the conditions of this Agreement, the Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from the Seller, all of the assets of the Seller set forth on Schedule 2.1 to this Agreement, in consideration for the payment by the Buyer to the Seller of the Sale Consideration (the “Assets”). Subject to the terms of the Option Agreement, to the extent that legal, equitable or any other ownership of any of the Assets is vested in either or both of the Principals or any other entity within the control of either or both of the Principals, the Principals also hereby agree to sell or cause to be sold to the Buyer that portion of the Assets for which ownership is vested in their or the other entity’s name. In connection with the purchase and sale of the Assets pursuant to this Agreement, the Buyer will assume in writing at the Closing only those liabilities and obligations of the Seller and the Principals as are specifically described on Schedule 2.1 to this Agreement. No other liabilities or obligations of any nature, (including, without limitation, product liability) whether known or unknown, fixed or contingent, accrued or unaccrued, will be assumed by the Buyer in connection with the purchase and sale of the Assets, and all unassumed liabilities and obligations will remain the responsibility of the Seller and the Principals, as appropriate. The Seller and Ms. Lin will indemnify and hold harmless the Buyer against all unassumed liabilities and obligations, including associated costs and expenses, as more fully set forth in Section 9 of this Agreement.

6

2.2 Sale Consideration. Subject to the other terms and conditions of this Agreement, and as full payment for the Assets, the Buyer will pay and transfer to the Seller the following:

(a) the REMEC China Securities;

(b) the REMEC Stock; and

(c) the Cash Consideration (each of (a), (b) and (c) above being collectively the “Sale Consideration”).

For purposes of clarity, the Sale Consideration is the total consideration payable by the Buyer for the Assets. To the extent that legal, beneficial or any other ownership of any of the Assets is vested in either Principal or any other entity within the control of either or both of them, the Seller and the Principals will cooperate among themselves to (i) transfer the Assets to the Buyer as set forth in this Agreement and (ii) allocate among themselves (or other controlled entity) the Sale Consideration in the manner they deem just and appropriate in the circumstances. Notwithstanding the foregoing, Schedule 2.2 to this Agreement sets forth the allocation among the Assets, for tax and all other purposes, of the value paid in respect of the transactions contemplated by this Agreement.

2.3 Closing. The Closing will be held promptly but no later than three (3) business days after the satisfaction or waiver of all conditions to Closing set forth in this Agreement, at 3:00 p.m., Pacific Daylight Time (United States), on a date and location as mutually determined by the Buyer and the Seller.

2.4 Delivery. At the Closing, each of the Buyer and the Seller will deliver to the other or as otherwise set forth in this Agreement or the Collateral Agreements, certificate(s) evidencing ownership of the REMEC China Securities and the REMEC Stock, on the one hand, and the Himark Hong Kong Stock and the Himark Beijing Securities, on the other.

2.5 Prior Documentation. Each of the parties to this Agreement acknowledge that prior documentation providing for a proposed transaction, dated on or about August 9, 2002, existed between the parties. Each of the parties to this Agreement certifies hereby that the proposed transaction set forth in the prior documentation did not close as a consequence of the failure to satisfy certain conditions to close contained in the prior documentation. In addition, each of the Seller and the Principals hereby acknowledge and agree that the Option Agreement dated August 9, 2002 between the Seller, the Principals and Himark Beijing granting the Seller an option to purchase Himark Beijing has been terminated and to the extent it has not been terminated it is hereby terminated effective as of the Closing Date.

7

2.6 Buyer Assignment of Assets. Each of the Seller and the Principals acknowledge that the Buyer intends to structure ownership of the Assets in a manner that corresponds with the Buyer’s overall international corporate business plan, and the Seller and the Principals agree that the Buyer may cause the Assets to be transferred to (and permit any or all of Himark Beijing’s and Himark Hong Kong’s employees to be hired by) any of the Buyer’s subsidiaries and Affiliates as the Buyer directs. Each of the Seller and the Principals agree (a) that the Buyer may direct them to transfer some or all of the Assets directly to a subsidiary or Affiliate of the Buyer in the PRC or elsewhere and (b) to cooperate with the Buyer in all respects in effectuating this corporate business structuring.

2.7 Taxes. The parties agree that any VAT or transfer taxes payable on the transfers described in this Agreement shall be paid by the Seller and not by the Buyer; provided, however, that any stamp duty payable on the transfer of the Himark Hong Kong Stock shall be payable by the Buyer.

SECTION 3.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Except as set forth in the Schedule of Exceptions attached as Schedule A to this Agreement (with the various referenced schedules in this Article 3, the “Seller Schedule”), the Seller and the Principals, in all cases jointly and severally, hereby represent and warrant to the Buyer as follows:

3.1 Organization and Corporate Power. Each of the Seller, Himark Hong Kong and Himark Beijing is a validly existing company in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite company power and authority to carry on its business as now being conducted and as proposed to be conducted. Furthermore, each of the Seller, Himark Hong Kong and Himark Beijing is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified, or licensed, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on the Deemed Consolidated Entities. Each of the Seller, Himark Hong Kong and Himark Beijing has no subsidiaries other than, in respect of the Seller, Himark Hong Kong and equitable ownership of Himark Beijing. Himark Hong Kong is a wholly-owned subsidiary of the Seller. All of Himark Beijing’s Equity is equitably owned by the Seller. The Seller is a holding company and has conducted no business, has no employees, liabilities, assets and contractual obligations (in each case other than as expressly provided by this Agreement).

3.2 Authority. Each of the Seller, the Principals, Himark Hong Kong and Himark Beijing has the requisite power and authority to execute the Agreement and the Collateral Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The

8

execution, delivery and performance of the Agreement and the Collateral Agreements to which it is a party and the consummation by each of the Seller, Himark Hong Kong and Himark Beijing of the transactions contemplated thereby, have been duly authorized and approved the appropriate governing body of each of Seller, Himark Hong Kong and Himark Beijing, and no other action on the part of any of them is necessary to authorize the execution, delivery and performance of the Agreement, the Collateral Agreements to which each is a party and the consummation of the transactions contemplated hereby and thereby.

3.3 Consents and Approvals; No Violations. The execution and delivery by the Seller and the Principals of the Agreement and each of the Seller, the Principals, Himark Hong Kong and Himark Beijing of the Collateral Agreements to which it is a party and the consummation by it the transactions contemplated hereby and thereby will not: (a) violate or conflict with any provision of the charter documents or bylaws of any of the Seller, Himark Hong Kong or Himark Beijing; (b) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or governmental authority applicable to any of the Seller, the Principals, Himark Hong Kong or Himark Beijing; (c) require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or other person; or (d) result in a violation or breach of, conflict with or constitute (with or without due notice or lapse of time or both) a default under, or result in the creation of any encumbrance upon any of the properties or assets of any of the Seller, the Principals, Himark Hong Kong or Himark Beijing; or (e) give rise to any obligation, right of termination, cancellation, acceleration, payment or increase of any obligation or loss of a material benefit under, any of the terms, conditions or provisions of any agreement, instrument or other obligation to which any of the Seller, the Principals, Himark Hong Kong or Himark Beijing is a party, or by which it or any of its respective properties or assets are or may be bound, except for any such violations, breaches, conflicts, defaults, encumbrances, increases or losses which, individually or in the aggregate, will not have a Material Adverse Effect on the Deemed Consolidated Entities.

3.4 Capitalization. The share capital of Himark Hong Kong is HK$10,000 divided into 10,000 shares of HK$1.00 per share, all of which are issued and outstanding. The registered capital of Himark Beijing is RMB500,000. All of the outstanding shares of capital of Himark Hong Kong have been duly authorized and are validly issued, fully-paid and non-assessable and have been issued in accordance with all applicable laws. All of the Equity of Himark Beijing is legally owned by the Principals and beneficially owned by the Seller, in each case in the manner set forth in Schedule 3.4. All of the Equity of Himark Hong Kong is legally and beneficially owned by the Seller and Ms. Lin, in each case in the manner set forth in Schedule 3.4. There are no outstanding rights, options, warrants, preemptive rights, rights of first refusal or similar rights for the purchase or acquisition of any shares of the capital or any other securities or Equity of either of Himark Hong Kong or Himark Beijing, except as set forth in the Option

9

Agreement and the Pledge Agreement. Other than the Principals and the Seller, no other persons or entity has ever made capital contributions to Himark Beijing.

3.5 Ownership of Assets; No Liens. Except as set forth in Schedule 3.5, the Seller is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to the Buyer, free and clear of all liens, charges, easements, security interests, mortgages, conditional sale contracts, equities, rights of way, covenants, restrictions, title defects, objections, claims or other encumbrances (collectively “Liens”). No other person, including without limitation, any officer, director, employee, or shareholder of the Seller, will have on the Closing Date, any direct or indirect interest in any of the Assets except for the Principals’ legal ownership of the Himark Beijing Securities. The Buyer will acquire at Closing good and valid title to the Assets, free and clear of all Liens. All assets and contracts described in the Assignment Documents have been duly transferred and assigned to the transferees set forth in those documents and the transferees set forth in those documents are the true and lawful owners of these assets and contracts. Any VAT or transfer tax payable with respect to the transfers contemplated by the Assignment Documents have been paid by the transferees pursuant to those documents and will not be payable by or chargeable to Himark Hong Kong or Himark Beijing.

3.6 Brokers and Finders. The Seller has not retained any investment banker, broker, or finder in connection with the transactions contemplated by this Agreement.

3.7 Litigation. None of the Seller and its officers, directors, employees, representatives and agents, Himark Hong Kong and its officers, directors, employees, representatives and agents, Himark Beijing and its Legal Representative, officers, directors, employees, representatives and agents and the Principals is a party to any current or pending or threatened action, suit, proceeding or investigation, at law or in equity or otherwise in, for or by any court or other governmental body which could have a Material Adverse Effect on the Deemed Consolidated Entities. To the best of each of the Seller and each Principal’s knowledge, no basis exists for any action, suit, proceeding or investigation. None of the Seller and its officers, directors, employees, representatives and agents, Himark Hong Kong and its officers, directors, employees, representatives and agents, Himark Beijing and its Legal Representative, officers, directors, employees, representatives and agents and the Principals is subject to any decree, judgment, order, law or regulation of any court or other governmental body which could prevent the transactions contemplated by this Agreement and the Collateral Agreements.

3.8 Financial Statements. The Seller has made available to the Buyer true and complete copies of the Deemed Consolidated Entities’ unaudited balance sheet, income statement and statement of cash flows dated March 31, 2003 (the “Financial Statements”). The Financial Statements are complete and correct in all material respects, have been prepared in accordance with US GAAP and present fairly the financial condition of the Deemed Consolidated Entities as of the date indicated. Since the date of

10

the Financial Statements, no funds have been distributed by either of Himark Beijing or Himark Hong Kong to or on behalf of the Seller, any Principal or any of their respective Affiliates (by way of dividend, distribution or any other form of payment whatsoever) except for regularly scheduled salary paid to Ms. Lin, which salary is fully disclosed on Schedule 3.8.

3.9 Absence of Undisclosed Liabilities. None of the Deemed Consolidated Entities has any indebtedness which is not reflected or provided in full in the Financial Statements. None of the Deemed Consolidated Entities has any other liability (absolute, contingent, asserted, unasserted, known or unknown) which is not reflected in or provided in full in the Financial Statements, other than non-material liabilities incurred in the ordinary course of business since the date of the Financial Statements.

3.10 Taxes. Each of the Seller, Himark Hong Kong, Himark Beijing and the Principals has timely filed with the appropriate taxing authorities all returns, statements, forms and reports in respect of Taxes (“Tax Returns”) that are required to be filed by, or with respect to, each of the Seller, Himark Hong Kong, Himark Beijing and the Principals on or prior to the Closing Date. All Tax Returns are true and correct. No audit of any Tax Return has occurred, is in progress or has been threatened. No extension of time to file any Tax Return has been requested or extended. Each of the Seller, Himark Hong Kong, Himark Beijing and the Principals has timely paid all Taxes that are currently due and payable, whether or not shown on the Tax Returns. The Buyer is not required by the laws of the Cayman Islands, Hong Kong or the PRC to withhold any amounts in respect of the transactions contemplated by this Agreement.

3.11 Material Contracts. Schedule 3.11 lists each Material Contract to which any of the Seller, Himark Hong Kong or Himark Beijing is a party or to which any of the Seller, Himark Hong Kong or Himark Beijing, or any of their respective properties, is subject or by which any of the Seller, Himark Hong Kong or Himark Beijing is bound. “Material Contracts” includes each contract that (a) obligates any of the Seller, Himark Hong Kong or Himark Beijing to pay an amount of $10,000 or more or (b) has an unexpired term as of the date of this Agreement in excess of one year. True, fully-executed copies of the Material Contracts appearing on Schedule 3.11, including all amendments and supplements, and a written description of the terms of any oral Material Contracts, have been delivered to Buyer. Each Material Contract is valid and subsisting; each of the Seller, Himark Hong Kong and Himark Beijing has duly performed all of its obligations thereunder to the extent that the obligation to perform has accrued; and no breach or default, alleged breach or default, or event which would (with the passage of time, notice or both) constitute a breach or default thereunder has occurred or as a result of this Agreement or performance hereof will occur. Consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, any of the

11

Seller, Himark Hong Kong or Himark Beijing under any of the contracts listed in Schedule 3.11, except as set forth therein.

3.12 Compliance with Laws; Permits. Each of the Seller, Himark Hong Kong and Himark Beijing is in compliance with all applicable laws, regulations, orders, judgments and decrees, except for failures to comply or violations which, individually or in the aggregate, have not had, and will not have, a Material Adverse Effect on the Deemed Consolidated Entities. Himark Hong Kong and Himark Beijing each possess valid Permits, to the extent required by applicable laws, authorizing the conduct of the Himark Business. There has not occurred any default under any Permits, except for any which, individually or in the aggregate, have not had, and will not have, a Material Adverse Effect on the Deemed Consolidated Entities. The Himark Business is operating without any restriction from applicable laws or otherwise.

3.13 Ownership of Operating Assets. Each of Himark Hong Kong and Himark Beijing has good title, free and clear of all title defects, objections and Liens, including without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest-retaining arrangements, to any machinery, equipment, furniture, inventory and other personal property reflected on Schedule 3.13. Except as set forth on Schedule 3.13, all of the foregoing personal property is in first class operating condition. All of the leases to personal property utilized in the Himark Business are valid and enforceable and are not in default.

3.14 Patents, Trademarks, Trade Names and Copyrights. All patents, trademarks, trade names, copyrights, processes, designs, formulas, inventions, trade secrets, know-how, technology or other proprietary right which are necessary to the conduct of the Himark Business are owned by either Himark Hong Kong or Himark Beijing and are listed on Schedule 3.14. The conduct of the Himark Business does not infringe any patent, trademark, trade name, copyright, trade secret, or other proprietary right of any other person. Except as otherwise noted in the Seller Schedule, no litigation is pending or, to the knowledge of the Seller, has been threatened against the Seller or any officer, director, shareholder, employee, representative or agent of the Seller, for the infringement of any patents, trademarks or trade names of any other party or for the misuse or misappropriation of any trade secret, know-how or other proprietary right owned by any other party; nor, to the best knowledge of the Seller, does any basis exist for any litigation. There has been no infringement or unauthorized use by any other person of any patent, trademark, trade name, copyright, process, design, formula, invention, trade secret, know-how, technology or other proprietary right belonging to either Himark Hong Kong or Himark Beijing.

3.15 Property to Operate Business. The properties of Himark Hong Kong and Himark Beijing currently owned or leased by them constitute all property necessary to conduct the Himark Business as it is presently being conducted.

12

3.16 Conduct of Business. All of the business and operations of Himark Hong Kong and Himark Beijing have been conducted in compliance with the United States Foreign Corrupt Practices Act. For purposes of clarity, none of the Seller, Himark Hong Kong or Himark Beijing, nor any equityholder, director, officer, employee, representative or agent of any of them, has made or caused to be made, directly or indirectly, the payment of any consideration whatsoever to any public official, candidate for public office, political party, or other third person in connection with the Himark Business or pertaining to relations with any of the customers, suppliers, or creditors of any of the Seller, Himark Hong Kong or Himark Beijing, in contravention of the laws of any applicable jurisdiction.

3.17 Environmental. There are no pending or, to the Seller’s and the Principals’ knowledge, threatened claims, suits or proceedings arising out of or related to any noncompliance with any Environmental Laws in connection with the Himark Business. Each of Himark Beijing and Himark Hong Kong has complied and is in compliance with all applicable laws relating to environmental protection, including standards relating to air, water, land and the generation, storage, transportation, treatment or disposal of, hazardous substances (collectively, “Environmental Laws”), except where non-compliance would not have a Material Adverse Effect on the Deemed Consolidated Entities. Each of Himark Beijing and Himark Hong Kong has received all Permits relating to environmental matters, including all air, water and waste permits and permits for emission and/or disposal of solid, liquid and gaseous materials from its operations, and each of Himark Beijing and Himark Hong Kong is operating in conformance with these Permits.

3.18 Real Property. None of the Seller, Himark Hong Kong or Himark Beijing owns any real property. Schedule 3.18 lists all leases to which any of the Seller, Himark Hong Kong or Himark Beijing is a party. All leases held by any of the Seller, Himark Hong Kong and Himark Beijing are valid and enforceable and are not in default. Each lease is in full force and effect. All rents and additional rents due to date on each lease have been paid. Each of the Seller, Himark Hong Kong and Himark Beijing has been in peaceable possession since the commencement of the original term of the lease and no waiver, indulgence or postponement of any of the Seller’s, Himark Hong Kong’s or Himark Beijing’s obligations thereunder has been granted by the lessor. None of the Seller, Himark Hong Kong or Himark Beijing has violated any of the terms or conditions under any lease in any material respect, and to the knowledge of the Seller, all of the covenants to be performed by any other party under any applicable lease have been fully performed and no default by any party exists thereunder. Each of the Seller, Himark Hong Kong and Himark Beijing has good and marketable leasehold interests in all leased real property described in each lease, free and clear of any encumbrances. All Real Property is in a state of good maintenance and repair and is adequate and suitable for the purposes for which it is presently being used.

13

3.19 No Other Agreements to Sell Assets or Business. None of the Principals, the Seller, Himark Hong Kong or Himark Beijing is a party to any existing agreement which obligates any of the Seller, Himark Beijing, Himark Hong Kong or the Principals to sell to any other person or entity any of Himark Beijing’s or Himark Hong Kong’s assets (other than in the ordinary course of business), to issue or sell any Equity or to effect any merger, consolidation or other reorganization of Himark Beijing or Himark Hong Kong or to enter into any agreement with respect thereto.

3.20 Disclosure. This Agreement and all other documents and agreements delivered by the Seller to the Buyer or its attorneys or agents in connection with the transactions contemplated by this Agreement, do not contain any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein or herein in view of the circumstances under which they were made not misleading.

SECTION 4.

REPRESENTATIONS AND WARRANTIES OF THE BUYER

Except as set forth in the Schedule of Exceptions attached as Schedule B to this Agreement (the “Buyer Schedule”), the Buyer hereby represents and warrants to the Seller as follows:

4.1 Organization and Corporate Power. The Buyer is a validly existing entity in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to carry on its business as now being conducted. Furthermore, the Buyer is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified, or licensed, individually or in the aggregate, would be reasonably likely to have an effect (or any development or developments which individually or in the aggregate could reasonably be expected to result in any effect) that is materially adverse to the business, properties, assets, liabilities (contingent or otherwise), financial condition or results of operations of the consolidated entities of which the entity forms a part, taken as a whole (as applicable, a “Material Adverse Effect”).

4.2 Authority. The Buyer has the requisite power and authority to execute the Agreement and the Collateral Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of the Agreement and the Collateral Agreements to which it is a party and the consummation by the Buyer of the transactions contemplated hereby and thereby, have been duly authorized and approved by the Buyer’s Board of Managers. No other action on the part of the Buyer is necessary to authorize the execution, delivery and performance of the Agreement and the Collateral Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby.

14

4.3 Consents and Approvals; No Violations. The execution and delivery by the Buyer of the Agreement and the Collateral Agreements to which it is a party and the consummation of each of the transactions contemplated hereby and thereby will not: (a) violate or conflict with any provision of its charter documents or bylaws; (b) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or governmental authority applicable to the Buyer; (c) require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or other person; (d) result in a violation or breach of, conflict with or constitute (with or without due notice or lapse of time or both) a default under, or result in the creation of any encumbrance upon any of the properties or assets of the Buyer; or (e) give rise to any obligation, right of termination, cancellation, acceleration, payment or increase of any obligation or loss of a material benefit under, any of the terms, conditions or provisions of any agreement, instrument or other obligation to which the Buyer is a party, or by which any of its properties or assets are or may be bound, except for any such violations, breaches, conflicts, defaults, encumbrances, increases or losses which, individually or in the aggregate, will not have a Material Adverse Effect on the REMEC Entities.

4.4 Capitalization. The authorized capital of the Buyer consists of 100 quotas, of which 100 quotas are issued and outstanding. All of the outstanding quotas of the Buyer have been duly authorized and are validly issued, fully-paid and non-assessable and have been issued in accordance with all applicable laws. The authorized capital of REMEC International consists of 10,000 shares of common stock and 11 shares of class A preferred stock, of which 10,000 shares of common stock are issued and outstanding. All of the outstanding shares of REMEC International have been duly authorized and are validly issued, fully-paid and non-assessable and have been issued in accordance with all applicable laws. REMEC Shanghai is a wholly-owned subsidiary of the Buyer. Other than as set forth in this Agreement, there are no outstanding rights, options, warrants, preemptive rights, rights of first refusal or similar rights for the purchase or acquisition of any Equity of the Buyer, REMEC International or REMEC Shanghai. The REMEC China Securities and the REMEC Stock, when issued in compliance with the provisions of this Agreement, will each be validly issued, fully-paid and non-assessable and will be free of any liens or encumbrances other than as provided in this Agreement and the Collateral Agreements.

4.5 Brokers and Finders. The Buyer has not retained any investment banker, broker or finder in connection with the transactions contemplated by this Agreement.

4.6 Litigation. Neither the Buyer, REMEC Shanghai nor any of their officers, directors, employees or agents is a party to any pending or, to the best of the Buyer’s knowledge, threatened action, suit, proceeding or investigation, at law or in equity or otherwise in, for or by any court or other governmental body which could have a Material Adverse Effect on the REMEC Entities. To the best of the Buyer’ knowledge, no basis exists for any action, suit, proceeding or investigation. Neither the Buyer, REMEC

15

Shanghai nor any of their officers, directors, employees or agents, is subject to any decree, judgment, order, law or regulation of any court or other governmental body which could prevent the consummation of the transactions contemplated by this Agreement.

4.7 Disclosure. This Agreement and all other documents and agreements delivered by the Buyer to the Seller or its attorneys or agents in connection with the transactions contemplated by this Agreement, do not contain any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein or herein in view of the circumstances under which they were made not misleading.

SECTION 5.

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND MS. LIN

The Seller and Ms. Lin, in all cases jointly and severally, hereby represent and warrant to the Buyer, REMEC International and REMEC as follows:

5.1 Investment Representation. They are acquiring the REMEC China Securities and the REMEC Stock for their own account for investment only and not with a view towards the distribution or resale thereof (except in compliance with applicable securities laws) and agree not to sell, transfer, pledge, hypothecate or otherwise dispose of or offer to dispose of, either the REMEC China Securities or the REMEC Stock unless it has been registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws or registration is not required. Each of the Seller and Ms. Lin understands that any sale of the REMEC China Securities and the REMEC Stock made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of Rule 144 and further, that in case Rule 144 is not applicable to any sale of either the REMEC China Securities or the REMEC Stock, resale may require compliance with another exemption under the Securities Act prior to resale. Each of the Seller and Ms. Lin understands and acknowledges that certificates representing the REMEC China Securities and the REMEC Stock issued pursuant to this Agreement will each bear the following legend:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER SUCH ACT.

16

5.2 Information Each of the Seller and Ms. Lin have, or their purchaser representative has, sufficient knowledge and experience in financial and business affairs so that they are capable of evaluating alone, the merits and risks of an investment in REMEC, REMEC International and REMEC Shanghai. They have had an opportunity to ask questions and receive answers concerning the terms of this Agreement and to obtain any other information from the Buyer that they deem necessary or appropriate in connection with an evaluation of the merits of an investment in REMEC, REMEC International and REMEC Shanghai.

SECTION 6.

COVENANTS

6.1 Due Diligence by the Buyer and the Seller. From the date of this Agreement until the Closing Date, each of the Seller and the Principals will, and will cause Himark Beijing and Himark Hong Kong to, provide Buyer and its Affiliates and their respective employees, advisors, attorneys, accountants, agents and representatives with reasonable access during normal business hours to the personnel, properties and books and records of the Seller, Himark Beijing and Himark Hong Kong, in order that reasonable investigations of the affairs of the parties may be made. Neither the right to make these investigations nor the making of any investigation will affect the representations and warranties made in this Agreement or the right of either party to enforce them. The Seller, Himark Hong Kong and Himark Beijing will promptly furnish to the Buyer, all additional financial and operating data and other information and respond to all inquiries as will from time to time be reasonably requested.

SECTION 7.

CLOSING CONDITIONS

7.1 Conditions to the Obligations of the Buyer. The obligations of the Buyer under this Agreement are subject to the fulfillment, at or before the Closing, of each of the following conditions, any one or more of which may be waived by the Buyer:

(a) The representations and warranties of the Seller and the Principals contained in this Agreement will be deemed to have been made again at and as of the Closing with respect to the state of affairs then existing, and will then be true and correct in all material respects.

(b) All covenants required to be performed by the Seller, Himark Beijing, Himark Hong Kong and the Principals, at or before the Closing will have been duly performed.

17

(c) The Principals and Himark Beijing will have duly executed and delivered to the Buyer the Option Agreement.

(d) Himark Beijing will have duly executed and delivered to the Buyer the Exclusive Services Agreement.

(e) The Seller will have duly executed and delivered to the Buyer the Repurchase Agreement.

(f) The Principals and Himark Beijing will have duly executed and delivered to the Buyer the Pledge Agreement and any and all deposits required under the Pledge Agreement will have been made.

(g) Ms. Lin will have duly executed and delivered to the Buyer each of the Employment Agreements.

(h) The Seller will have executed and delivered to the Buyer the Voting Agreement.

(i) There will have been no Material Adverse Change to the Deemed Consolidated Entities from the date of this Agreement through Closing.

(j) The Buyer will have received, in writing and in form and substance reasonably acceptable to the Buyer, all necessary governmental and third parties consents, approvals and waivers with respect to the consummation of the transactions contemplated by this Agreement.

(k) The Buyer will have completed, on a reasonably satisfactory basis, its due diligence of the Seller, Himark Beijing, Himark Hong Kong and the Himark Business.

(l) The Seller Schedule (and any amendments or additions to the Seller Schedule) will be satisfactory to Buyer in its sole discretion.

(m) All Assignment Documents will have been executed and delivered to the Buyer.

(n) The Seller will have duly executed and delivered the Transfer Documents to the Buyer.

7.2 Conditions to the Obligations of the Seller. The obligations of the Seller under this Agreement are subject to the fulfillment, at or before the Closing, of each and every one of the following conditions, any one or more of which may be waived by the Seller:

18

(a) The representations and warranties of the Buyer contained in this Agreement will be deemed to have been made again at and as of the Closing with respect to the state of affairs then existing, and will then be true and correct in all material respects.

(b) All covenants required to be performed by the Buyer at or before the Closing will have been duly performed.

(c) The Buyer will have duly executed and delivered to Ms. Lin the Employment Agreements.

(d) There will have been no Material Adverse Change to the REMEC Entities from the date of this Agreement through Closing.

(e) The Seller will have received, in writing and in form and substance reasonably acceptable to the Seller, all necessary governmental and third parties consents, approvals and waivers with respect to the consummation of the transactions contemplated by this Agreement.

SECTION 8.

CONFIDENTIALITY

The parties to this Agreement will keep the nature and terms of this Agreement and the transactions contemplated by this Agreement confidential until the parties to this Agreement mutually agree upon the language and timing of a press release or until one party determines, based upon the advice of legal counsel, that a public announcement is required by law, in which case the parties to this Agreement will in good faith attempt to agree on any public announcements or publicity statements with respect to this Agreement (except that any party (and each employee, agent and other representative of that party) may freely disclose, without limitation, the tax structure and tax treatment of the transactions contemplated by this Agreement). The parties to this Agreement further agree to keep confidential any information regarding the business plans, operations, relationships or financial position of the other party to this Agreement and its respective Affiliates and will not reveal this confidential information to any party other than its authorized employees, officers, directors, managers, accountants, attorneys, agents, and representatives who have need of this information for the purpose of evaluating the transactions contemplated by this Agreement (except that any party (and each employee, agent and other representative of that party) may freely disclose, without limitation, the tax structure and tax treatment associated with the foregoing).

SECTION 9.

INDEMNIFICATION

19

9.1 Indemnity.

(a) The Seller and Ms. Lin hereby jointly and severally indemnify and hold harmless the Buyer from and against any and all losses, liabilities, claims, disputes, proceedings, demands, judgments, settlements, costs and expenses of any nature whatsoever (including fees and disbursements of attorneys, accountants or other professional advisors relating to investigation, prosecution, negotiation, defense, settlement or appeal) (the foregoing referred to individually as a “Loss” and collectively as “Losses”) resulting from or arising out of (i) any breach of any representation or warranty of the Seller or the Principals contained in this Agreement or in any schedule, exhibit, certificate, document or other item delivered to the Buyer or its representatives in connection with this Agreement, (ii) the nonperformance, partial or total, of any covenant of the Seller or the Principals contained in this Agreement, (iii) any liabilities or obligations of any nature, (including without limitation product liability) whether known or unknown, whether fixed or contingent, accrued or unaccrued, attaching to or asserted or arising in respect of any of the Assets, which relate to matters or circumstances occurring on or before the Closing and which are not expressly assumed by the Buyer pursuant to this Agreement, and (iv) the claims of third parties arising out of or in connection with the business of either Himark Hong Kong or Himark Beijing (or the Himark Business howsoever conducted) conducted before the Closing.

(b) The Buyer hereby indemnifies and holds harmless the Seller and the Principals from and against any and all Losses resulting from or arising out of (i) any breach of any representation or warranty of the Buyer contained in this Agreement or in any schedule, exhibit, certificate, document or other item delivered to the Seller or its representatives in connection with this Agreement, (ii) the nonperformance, partial or total, of any covenant of the Buyer contained in this Agreement, and (iii) the claims of third parties arising out of or in connection with the business of either Himark Hong Kong or Himark Beijing conducted after the Closing.

(c) For purposes of Losses incurred pursuant to any matters set forth in this Agreement, the amount of the Loss ultimately determined will bear interest at the rate of 8% per annum, compounded monthly, from the date the Loss was incurred through to the date that the Indemnified Party was actually indemnified for the Loss. All interest accrued on a Loss will itself form part of the Loss and will be subject to indemnification as set forth in this Section 9.1.

20

(d) For purposes of indemnification sought pursuant to Section 9.1 of this Agreement, the party or parties seeking indemnification will be referred to as the “Indemnified Party” and the party or parties required to provide indemnification will be referred to as the “Indemnified Party”.

9.2 Limitation on Amount of Indemnity. Except with respect to: (a) liabilities arising from the fraudulent or intentional misrepresentations of any Indemnifying Party or (b) any claim for indemnification arising pursuant to breaches of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.10 and 3.17 of this Agreement (each of the matters set forth in (a) and (b) above will not be limited by minimum amount), no Indemnifying Party will be required to indemnify an Indemnified Party under Section 9.1 unless the aggregate amount of all Losses for which indemnity is due exceeds $25,000, in which case the Indemnifying Party will be responsible for the entire amount of the Losses due.

9.3 Notice of Claims; Procedures. If an Indemnified Party makes any claim against an Indemnifying Party for indemnification, the claim must be in writing and state in general terms the facts upon which the Indemnified Party makes the claim. In the event of any claim or demand asserted against the Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party must give written notice to the Indemnified Party within 28 days after receipt of notice from the Indemnified Party indicating whether the Indemnifying Party intends to assume the defense of the claim or demand. Notwithstanding assumption, the Indemnified Party will have the right to participate in the defense, by written notice given to the Indemnifying Party within 15 days from the date of the Indemnifying Party’s notice, provided that participation will be at the expense of the Indemnified Party unless there is a conflict of interest between the Indemnified Party and the Indemnifying Party or different defenses are available to the Indemnified Party, in which case the cost of participation (including attorneys fees for counsel selected by the Indemnified Party) will be reimbursed by the Indemnifying Party. If the Indemnifying Party assumes the defense and the Indemnified Party does not participate, the Indemnifying Party will have the right to fully control and to settle the proceeding. If the Indemnified Party elects to participate in the defense, the parties will cooperate in the defense of the proceeding, and must not settle the same without the consent of the other, which consent will not be unreasonably withheld. If the Indemnifying Party elects not to assume the defense, the Indemnified Party will have the right to do so (at the expense of the Indemnifying Party) and may settle the same without the consent of the Indemnifying Party.

21

SECTION 10.

REGISTRATION OF REMEC STOCK

10.1 Registrable Shares. For purposes of this Agreement, “Registrable Shares” means the REMEC Stock issued to the Seller in accordance with Section 2.2 of this Agreement.

10.2 Required Registration. Within thirty (30) days after the Closing Date, REMEC will use its commercially reasonable efforts to prepare and file with the SEC a registration statement on Form S-3 covering the resale of the REMEC Stock (the “Resale Registration Statement”) under the Securities Act with respect to the sale of the Registrable Shares by the Seller. REMEC will use its commercially reasonable efforts to cause the Resale Registration Statement and all registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under applicable state securities or “blue sky” laws and compliance with any other applicable governmental requirements or regulations) as the Seller may reasonably request and that would permit or facilitate the sale of Registrable Shares to become effective within ninety (90) days after the Closing Date; provided, however, that REMEC will not be required in connection therewith to qualify to do business or to file a general consent to service of process in any state or jurisdiction. REMEC will provide the Seller upon request with as many copies of the prospectus contained in the Resale Registration Statement as the Seller may reasonably request.

10.3 Effectiveness; Suspension Right.

(a) From and after the effectiveness of the Resale Registration Statement, REMEC will use its reasonable efforts to maintain the effectiveness of the Resale Registration Statement until the earlier of (i) one hundred and eighty (180) days following the effectiveness of the Resale Registration Statement or (ii) such time as all of the Registrable Shares have been sold by the Seller (the “Registration Effective Period”), and from time to time REMEC will amend or supplement the Resale Registration Statement and the prospectus contained therein as and to the extent necessary to comply with the Securities Act, the Exchange Act and any applicable state securities statute or regulation, subject to the following limitations and qualifications.

(b) Following the effective date of the Resale Registration Statement, the Seller will be permitted, subject to the Suspension Right (as defined in paragraph (c) below), to offer and sell Registrable Shares during the Registration Effective Period in the manner described in the Resale Registration Statement provided that the Resale

22

Registration Statement remains effective and no stop order or suspension of the use of the Resale Registration Statement has been imposed by the SEC.

(c) Subject to the provisions of this Section 10, REMEC will have the right at any time to require that the Seller suspend further open market offers and sales of Registrable Shares whenever, and for so long as, in the reasonable judgment of REMEC after consultation with counsel there is in existence material undisclosed information or events with respect to REMEC (the “Suspension Right”). If REMEC exercises the Suspension Right, the suspension will continue for that minimal period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to REMEC and its shareholders or until such time as the information or event is no longer material, each as determined in good faith by REMEC after consultation with counsel. REMEC will promptly give the Seller notice of any suspension.

10.4 Expenses. REMEC will bear all costs and expenses of registration under this Section 10, including, without limitation, printing expenses, legal fees and disbursements of counsel for REMEC, “blue sky” expenses, accounting fees and filing fees, but excluding any underwriting commissions or similar charges in connection with the resale of the REMEC Stock and excluding any counsel fees for counsel (if any) retained by the Seller.

10.5 Indemnification.

(a) To the fullest extent permitted by law, REMEC will indemnify and hold harmless the Seller, each underwriter of REMEC Stock being sold by the Seller pursuant to this Section 10 and each person, if any, who controls the Seller or underwriter within the meaning of the Securities Act or the Exchange Act (for purposes of this Section 10.5 only, a “Seller Indemnified Person”) against all actions, claims, losses, damages, liabilities and expenses to which they or any of them become subject under the Securities Act, the Exchange Act or under any other Law and, except as hereinafter provided, will promptly reimburse as incurred the Seller Indemnified Persons for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions, whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact in any registration statement and any prospectus filed pursuant to this Section 10 or any post-effective amendment thereto,

23

or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or any violation by REMEC of any rule or regulation promulgated under the Securities Act or the Exchange Act applicable to REMEC and relating to action or inaction required of REMEC in connection with such registration; provided, however, that REMEC shall not be liable to any such Seller Indemnified Person in respect of any claims, losses, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement, or omission or alleged omission made in reliance upon and in conformity with information furnished to REMEC by any Seller Indemnified Person specifically for use in connection with such registration statement and prospectus or post-effective amendment.

(b) To the fullest extent permitted by law, the Seller and each Principal will jointly and severally indemnify REMEC, each person, if any, who controls REMEC within the meaning of the Securities Act or the Exchange Act, each director of REMEC and each officer of REMEC who signs the Resale Registration Statement and each underwriter of REMEC Stock (for purposes of this Section 10 only, a “REMEC Indemnified Person”) against any actions, claims, losses, damages, liabilities and expenses to which they or any of them may become subject under the Securities Act, the Exchange Act or under any other Law, and, except as hereinafter provided, will promptly reimburse such REMEC Indemnified Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions, whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact in any registration statement and any prospectus filed pursuant to Section 10 of this Agreement or any post-effective amendment thereto, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, which untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to REMEC by the Seller or either Principal specifically for use in connection with such registration statement, prospectus or post-effective amendment.

24

(c) Each Seller Indemnified Person or REMEC Indemnified Person entitled to indemnification under this Section 10 (an “Registration Indemnified Person”) must give notice to the party required to provide indemnification (the “Registration Indemnifying Person”) promptly after such Registration Indemnified Person has actual knowledge of any claim as to which indemnity may be sought and must permit the Registration Indemnifying Person to assume the defense of any such claim and any litigation resulting therefrom, provided that counsel for the Registration Indemnifying Person who conducts the defense of such claim or any litigation resulting therefrom shall be approved by the Registration Indemnified Person (whose approval shall not unreasonably be withheld), and the Registration Indemnified Person may participate in such defense at such party’s expense, and provided further that the failure of any Registration Indemnified Person to give notice as provided herein shall not relieve the Registration Indemnifying Person of its obligations under this Section 10 except to the extent the Registration Indemnifying Person is materially prejudiced thereby. No Registration Indemnifying Person, in the defense of any such claim or litigation, must (except with the consent of each Registration Indemnified Person) consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to each Registration Indemnified Person of a complete release from all liability in respect to such claim or litigation. Each Registration Indemnified Person must furnish such information regarding itself or the claim in question as a Registration Indemnifying Person may reasonably request in writing and as will be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

(d) To the extent that the indemnification provided for in this Section 10 is held by a court of competent jurisdiction to be unavailable to a Registration Indemnified Person with respect to any loss, liability, claim, damage or expense referred to herein, then the Registration Indemnifying Person, in lieu of indemnifying such Registration Indemnified Person hereunder, must contribute to the amount paid or payable by such Registration Indemnified Person as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Registration Indemnifying Person on, the one hand, and of the Registration Indemnified Person, on the other hand, in connection with the statements or omissions which resulted in such loss, liability, claim,

25

damage or expense, as well as any other relevant equitable considerations. The relative fault of the Registration Indemnifying Person and of the Registration Indemnified Person will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Registration Indemnifying Person or by the Registration Indemnified Person and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

SECTION 11.

MISCELLANEOUS

11.1 Termination. This Agreement may be terminated at any time prior to the Closing Date by (a) the mutual written consent of the Buyer and the Seller, (b) either the Buyer or the Seller if (i) the other party or its Affiliates takes any action, or fails to take any action, which causes a breach of the terms of this Agreement, or (ii) the Closing Date does not occur before July 15, 2003. If this Agreement is terminated as provided in this Section 11.1, all of the obligations of the parties to this Agreement (except with respect to the obligation set forth in Article VIII hereof or as otherwise expressly provided in this Agreement) will also terminate and there will be no other liability on the part of any party to the other, except liability for breach of this Agreement or in respect of any surviving provisions.

11.2 Notices. All notices, demands, requests, consents and other communications required or permitted hereunder must be in writing and delivered (a) by facsimile, (b) personally, or (c) mailed by certified or registered mail, return receipt requested and postage prepaid, addressed as follows:

If to the Buyer and, after the Closing, Himark Beijing or Himark Hong Kong:

REMEC China Holdings SRL

c/o REMEC, Inc.

3790 Via de la Valle, Suite 311

Del Mar, California 92014

Attention: Donald Wilkins, Esq.

Facsimile: (858) 259-4186

26

with a copy to:

Heller Ehrman White & McAuliffe LLP

333 Bush Street

San Francisco, California 94104-2878

Attention: Randall Schai, Esq.

Facsimile: (415) 772-6268

If to the Seller and, prior to the Closing, Himark Beijing or Himark Hong Kong:

Himark Telecom Group Limited

26^th Floor China Merchants Tower

118 Jiang Guo Lu

Beijing 100022

Attention: Ms. Shu Yi Lin

Facsimile: (10) 6566-9520

If to the Principals:

Shu Yi Lin and Lin Mao Cheng

c/o Himark Telecom Group Limited

26^th Floor China Merchants Tower

118 Jiang Guo Lu

Beijing 100022

Facsimile: (10) 6566-9520

Either party may change its address from time to time for purposes of notice or other communication hereunder by giving notice to the other party in accordance with this section. Delivery by facsimile is effective upon receipt of successful fax transmission but must be followed by delivery by mail as set forth above. Each notice or other communication delivered other than by facsimile will for all purposes of this Agreement be treated as being effective or having been given upon receipt unless otherwise indicated herein.

11.3 Payment of Fees and Expenses. Except as otherwise provided in this Agreement, each party will bear its respective expenses and legal fees incurred with respect to this Agreement and the transactions contemplated by this Agreement.

11.4 Successors and Assigns. This Agreement may not be assigned by any party without the prior written consent of the other parties. Any attempted assignment without consent will be void. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

11.5 Headings; Construction. The headings of the sections of this Agreement are inserted as a matter of convenience and for reference only and in no way define, limit

27

or describe the scope of this Agreement or the meaning of any provision of this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural will include the singular and the plural, and pronouns stated in either the masculine, feminine or the neuter gender will include the masculine, the feminine and the neuter.

11.6 Further Assurances. Whether in their capacity as an officer, director, executive, manager or Equity-holder of any of Himark Beijing, Himark Hong Kong or the Seller prior to the Closing Date, each of the Principals will, and will cause the Seller to, at any time and from time to time after the Closing Date, execute and deliver any further instruments, conveyances or transfers, and take any additional actions, as the Buyer, REMEC Shanghai, REMEC International or REMEC, or the successors or assigns to any of them, reasonably request in order to effect, consummate, confirm or evidence the transactions contemplated by this Agreement.

11.7 Counterparts and Facsimile Execution. This Agreement may be executed in two or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered (by facsimile or otherwise) to the other parties, it being understood that all parties need not sign the same counterpart. Any counterpart or other signature delivered by facsimile will be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by that party.

11.8 Governing Law and Arbitration.

(a) This Agreement will be governed by and construed in accordance with the internal laws of the State of New York without regard to conflict of laws provisions.

(b) Any controversy or claim arising out of or relating to this Agreement, or the alleged breach thereof, shall be subject to the UNCITRAL Rules, settled by arbitration situated in London, England and administered by the London Court of International Arbitration or any other arbitration service as the parties mutually agree within ten (10) days of any request by any party for submission of a matter to arbitration. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. This agreement to arbitrate is specifically enforceable. Any arbitration shall be conducted by three arbitrators, with each of the Buyer and the Seller nominating one arbitrator and the remaining arbitrator being nominated by the mutual agreement of the arbitrators nominated by the parties. Within twenty (20) days after receipt of any arbitration notice, the parties must name their respective arbitrator. Within twenty (20) days after the naming of the two arbitrators, the third arbitrator must be named. If either party fails to name its respective arbitrator, or if the third arbitrator

28

is not named, or within twenty (20) days after any arbitrator resigns or otherwise ceases to serve in this capacity, a replacement arbitrator is not named by the party that originally named the arbitrator, the arbitrator as to which agreement cannot be reached or as to which a timely appointment is not made may be named by the remaining arbitrators. The arbitrators may not award punitive or consequential damages. The parties agree that, if either party initiates any arbitration proceedings to obtain any payments, benefits, rights or injunctive or other relief related to this Agreement, the prevailing party will be entitled to recover all reasonable attorneys fees and other related expenses incurred by that party to the extent that party is successful in the proceedings.

11.9 Severability. Any term or provision of this Agreement that is, or whose application is, or is declared by arbitration or a court of competent jurisdiction to be, invalid or unenforceable in any jurisdiction, will, as to that jurisdiction, be ineffective to the extent of the invalidity or unenforceability and the remainder of this Agreement will continue in full force and effect. The parties further agree to replace a void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of a void or unenforceable provision.

11.10 Amendment. This Agreement may be amended only by a writing signed by all of the parties to this Agreement.

11.11 Currency. Unless otherwise expressly provided, all amounts of currency in this Agreement are stated in, and will be interpreted to be, dollars of the currency of the United States of America.

11.12 Complete Agreement. This Agreement and the Collateral Agreements contain the entire agreement of the parties with respect to the subject matter of this transaction and supersedes all prior and contemporaneous negotiations, agreements, arrangements and understandings between them with respect to the subject matter of this transaction.

29

IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be signed and delivered all as of the date first above written.

REMEC CHINA HOLDINGS SRL		THE PRINCIPALS
By:	/s/    DAVID L. MORASH	By:	/s/    SHU YI LIN
Name:	Mr. David L. Morash	Name:	Ms. Shu Yi Lin
Title:	Director
		By:	/s/    MAO CHENG LIN
		Name:	Mr. Mao Cheng Lin

HIMARK TELECOM GROUP LIMITED
By:	/s/    SHU YI LIN
Name:	Ms. Shu Yi Lin
Title:	Director

REMEC, Inc. hereby joins this Asset Purchase Agreement with respect to Section 10 of this Asset Purchase Agreement only.

REMEC, Inc.
By:	/s/    DAVID L. MORASH
Name:	Mr. David L. Morash
Title:	Executive Vice President and Chief Financial Officer

EX-5.1

July 2, 2003

Main (415) 772-6000

Fax (415) 772-6268

REMEC, Inc.

3790 Via de la Valle, Suite 311

Del Mar, California 92014

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to REMEC, Inc., a California corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) which the Company proposes to file with the Securities and Exchange Commission on or about July 2, 2003, for the purpose of registering for resale under the Securities Act of 1933, as amended, 1,391,650 shares of its Common Stock (the “Shares”). The Shares are issuable in connection with an Asset Purchase Agreement dated May 31, 2003 (“the Agreement”) by and among REMEC China Holdings SRL, a Barbados society with restricted liability, Himark Telecom Group Limited, a Cayman Islands exempt company, REMEC Himark Telecom Co., Ltd., a People’s Republic of China company, and other parties thereto.

In connection with this opinion, we have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies. We have based our opinion upon our review of the following records, documents and instruments:

(a) The Restated Articles of Incorporation of the Company, as amended to date, certified by the Secretary of State of the State of California as of June 4, 2003 and certified to us by officers of the Company as being complete and in full force and effect as of the date of this opinion;

(b) The Bylaws of the Company, as amended to date, certified to us by officers of the Company as being complete and in full force and effect as of the date of this opinion;

(c) An Officers’ Certificate of the Company attaching records certified to us as constituting all records of proceedings and actions of the Board of Directors and

Heller Ehrman White & McAuliffe LLP    333 Bush Street    San Francisco, CA 94104-2878 www.hewm.com

San Francisco  Silicon Valley  Los Angeles  San Diego  Seattle  Portland  Anchorage  New York  Washington D.C,  Hong Kong  Singapore

Affiliated Carnelutti Offices:  Milan   Rome  Paris  Padua  Naples

Heller Ehrman   A T T O R N E Y S REMEC, Inc. July 2, 2003 Page 2

shareholders of the Company relating to (i) the adoption and approval of the Agreement, (ii) the issuance of the Shares and (iii) certain factual matters;

(d) A Certificate of Status relating to the Company issued by the Secretary of State of the State of California as of June 24, 2003;

(e) A letter from the Franchise Tax Board of the State of California stating that the Company is in good standing with that agency, dated June 24, 2003;

(f) The Registration Statement;

(g) A letter from Mellon Investor Services LLC, the Company’s transfer agent, dated July 1, 2003, as to certain factual matters; and

(h) The Agreement.

This opinion is limited to the federal laws of the United States of America and the California Corporations Code. We disclaim any opinion as to any other statute, rule, regulation, ordinance, order or other promulgation of any other jurisdiction or any regional or local governmental body or as to any related judicial or administrative opinion.

Our opinion as to the good standing of the Company under the laws of the State of California is based solely upon the Certificate of Status Domestic Corporation and Franchise Tax Board Letter enumerated above. We have made no additional investigation after the date of that Certificate and Letter in rendering that opinion.

Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and assuming that (i) the Shares were issued in accordance with the terms of the Agreement, (ii) the Company received the full consideration for the Shares as stated in the Agreement, and (iii) all applicable securities laws were complied with, it is our opinion that the Shares were legally issued and are fully paid and nonassessable.

This opinion is rendered to you in connection with the Registration Statement and is solely for your benefit. This opinion may not be relied upon by you for any other purpose, or relied upon by any other person, firm, corporation or other entity for any purpose, without our prior written consent. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we may become aware, after the date of this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Heller Ehrman   A T T O R N E Y S REMEC, Inc. July 2, 2003 Page 3

Very truly yours,

/s/    HELLER EHRMAN WHITE & MCAULIFFE LLP

EX-23.2

Exhibit 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of REMEC, Inc. for the registration of 1,391,650 shares of its common stock and to the incorporation by reference therein of our report dated March 14, 2003 (except for Note 10 as to which the date is April 14, 2003), with respect to the consolidated financial statements and schedule of REMEC, Inc. included in its Annual Report (Form 10-K) for the year ended January 31, 2003, filed with the Securities and Exchange Commission.

/s/    Ernst & Young LLP

San Diego, California

June 30, 2003