[CUSIP Number: 406548107 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Yakira Partners, L.P. 2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) o (b) x 3. SEC USE ONLY 4.]
[CUSIP No. 406548107 SCHEDULE 13G Page 2 of 10 1 NAMES OF REPORTING PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP o (a) (b) þ 3 SEC USE ONLY 4]
[CUSIP No. 406548107 SCHEDULE 13G Page 2 of 10 1 NAMES OF REPORTING PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP o (a) (b) þ 3 SEC USE ONLY 4]
[] [- 1 - Hambrecht Asia Acquisition Corp. SGOCO Guanke (Fujian) Electron Technological Industry Co., LTD Xiaban Industrial Estate, Mefling, Jinjiang Fujian, China 362200 Phone: 86-595-82005598 February 1, 2010 Dear Burnette Or: JOB OFFER SGOCO, Inc. is pleased to offer you a job as a President. We trust that your knowledge, skills and experience will be among our most valuable assets.] [Hambrecht Asia Acquisition Corp. SGOCO Guanke (Fujian) Electron Technological Industry Co., LTD Xiaban Industrial Estate, Melting, Jinjiang Fujian, China 362200 Phone: 86-595-82005598 February 1, 2010 Dear Robert Lu: JOB OFFER SG000, Inc. is pleased to offer you a job as a Chief Executive Officer. We trust that your knowledge, skills and experience will be among our most valuable assets. Should] [Hambrecht Asia Acquisition Corp. OPTION AGREEMENT FOR PURCHASE OF REAL PROPERTY AMONG HONESTY GROUP HOLDINGS LIMITED AND BURNETTE OR FEBRUARY 9, 2010 OPTION AGREEMENT FOR PURCHASE OF REAL PROPERTY This OPTION AGREEMENT (this “Agreement”) is entered into in Jinjiang, China as of February 9, 2010 by and among: Honesty Group Holdings Limited (hereinafter referred to as “Seller”‘) and Mr. Burnette] [Hambrecht Asia Acquisition Corp. List of Subsidiaries Name of Subsidiary Jurisdiction of Formation Doing Business Name Honesty Group Holdings Limited Hong Kong Guanke (Fujian) Electron Technological Industry Co., Ltd. People’s Republic of China SGOCO Guanwei (Fujian) Technological Co., Ltd. People’s Republic of China Guanke (Fujian) Technological Co., Ltd. People’s Republic of China EX-8.1 5 v177896_ex8-1.htm]
[] [- 1 - Hambrecht Asia Acquisition Corp. SGOCO Guanke (Fujian) Electron Technological Industry Co., LTD Xiaban Industrial Estate, Mefling, Jinjiang Fujian, China 362200 Phone: 86-595-82005598 February 1, 2010 Dear Burnette Or: JOB OFFER SGOCO, Inc. is pleased to offer you a job as a President. We trust that your knowledge, skills and experience will be among our most valuable assets.] [Hambrecht Asia Acquisition Corp. SGOCO Guanke (Fujian) Electron Technological Industry Co., LTD Xiaban Industrial Estate, Melting, Jinjiang Fujian, China 362200 Phone: 86-595-82005598 February 1, 2010 Dear Robert Lu: JOB OFFER SG000, Inc. is pleased to offer you a job as a Chief Executive Officer. We trust that your knowledge, skills and experience will be among our most valuable assets. Should] [Hambrecht Asia Acquisition Corp. OPTION AGREEMENT FOR PURCHASE OF REAL PROPERTY AMONG HONESTY GROUP HOLDINGS LIMITED AND BURNETTE OR FEBRUARY 9, 2010 OPTION AGREEMENT FOR PURCHASE OF REAL PROPERTY This OPTION AGREEMENT (this “Agreement”) is entered into in Jinjiang, China as of February 9, 2010 by and among: Honesty Group Holdings Limited (hereinafter referred to as “Seller”‘) and Mr. Burnette] [Hambrecht Asia Acquisition Corp. List of Subsidiaries Name of Subsidiary Jurisdiction of Formation Doing Business Name Honesty Group Holdings Limited Hong Kong Guanke (Fujian) Electron Technological Industry Co., Ltd. People’s Republic of China SGOCO Guanwei (Fujian) Technological Co., Ltd. People’s Republic of China Guanke (Fujian) Technological Co., Ltd. People’s Republic of China EX-8.1 5 v177896_ex8-1.htm]
[1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 0]
[1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 880,978 8. SHARED VOTING POWER 342,317]
[1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 880,978 8. SHARED VOTING POWER 342,317]
[1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 0]
[1. 6A. Special Redemption in Connection with a Business Combination 2. Miscellaneous 3. (b) Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. - 2 - (d) Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term] [ESCROW AGREEMENT Agreement Sun Zone Sellers Company Sponsor Sponsors Escrow Agent Parties This Escrow Agreement (this “ RECITALS WHEREAS Exchange Agreement Honesty Group Honesty Group Shares HMAUF Shares WHEREAS Seller Earn-Out Shares Earn-Out Milestones WHEREAS Sponsor Agreement Sponsor Earn-Out Shares Sponsor Conditional Shares Escrow Shares WHEREAS WHEREAS, Initial Sponsors IPO Escrow Agreement IPO Escrow Agent AGREEMENT NOW, THEREFORE 1. Appointment] [SPONSOR AGREEMENT THIS SPONSOR AGREEMENT Agreement Sun Zone Sellers Company Sponsors Exchange Agreement Honesty Group The Sellers have entered into a share exchange agreement (the “ Initial Sponsors IPO Escrow Agreement IPO Escrow Agent Certain of the Sponsors, consisting of John Wang, Robert J. Eu, Cannon Family Irrevocable Trust, AEX Enterprises Limited, W.R. Hambrecht + Co., LLC, Hambrecht 1980 Revocable] [AMENDMENT NO. 1 TO SPONSOR AGREEMENT Amendment th Sun Zon Sellers Company Sponsor Sponsors Sponsor Agreement Exchange Agreement Amendment to Exchange Agreement NOW, THEREFORE, in consideration of the foregoing and the covenants and agreement of the parties set forth below and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. A] [REGISTRATION RIGHTS AGREEMENT WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of Ordinary Shares (as defined below) owned by them; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of] [FORM 6-K CURRENT REPORT HAMBRECHT ASIA ACQUISITION CORP. 13/F Tower 2 New World Tower 18 Queens Road Central Hong Kong x o o o o x IMPORTANT NOTICE Completion of Acquisition In addition, the transaction resulted in various other changes in the business, operations and management of SGOCO Technology, including: (i) the approval of the name change to SGOCO Technology;]
