SGOC [SGOCO] 6-K: SHARE EXCHANGE AGREEMENT A-1 TABLE OF CONTENTS ARTICLE

[SHARE EXCHANGE AGREEMENT A-1 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 6 Section 1.1 Definitions 6 Section 1.2 Rules of Construction 11 ARTICLE II SHARE EXCHANGE 12 Section 2.1 Exchange of Honesty Group Shares 12 Section 2.2 Registration Rights 13 13 Section 3.1 Good Title 13 Section 3.2 Organization and Standing 13 Section 3.3 Authority; Execution and] [NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows: 2.1 B-1 2.2 Registration 2.3 2.3.1 Registered Holder 2.3.2 th 2.4 2.5 3.1 3.2 B-2 3.3 Payment 3.3.1 Issuance of Certificates 3.3.2 Valid Issuance 3.3.3 Date of Issuance 3.3.4 3.3.5 B-3 4. Adjustments. Stock Dividends — Split-Ups 4.1 Aggregation of Shares 4.2 Adjustments in] [Thank you for your consideration of these matters. Sincerely, Robert Eu HAMBRECHT ASIA ACQUISITION CORP. NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS To the shareholders of Hambrecht Asia Acquisition Corp.: NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Hambrecht Asia Acquisition Corp. (the “SPAC”, the “Company”, “we” or words of similar import), a company incorporated under] [IMPORTANT NOTICES 2 Entry Into a Material Definitive Agreement On February 12, 2010, Hambrecht Asia Acquisition Corp. (‘‘Hambrecht’’), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Honesty Group Holdings Limited (‘‘Honesty Group’’) and its shareholders Sun Zone Investments Limited and Sze Kit Ting. Under the terms of the Share Exchange Agreement, Hambrecht will acquire all of the]

SGOC [SGOCO] 6-K: (Original Filing)

[SHARE EXCHANGE AGREEMENT A-1 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 6 Section 1.1 Definitions 6 Section 1.2 Rules of Construction 11 ARTICLE II SHARE EXCHANGE 12 Section 2.1 Exchange of Honesty Group Shares 12 Section 2.2 Registration Rights 13 13 Section 3.1 Good Title 13 Section 3.2 Organization and Standing 13 Section 3.3 Authority; Execution and] [NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows: 2.1 B-1 2.2 Registration 2.3 2.3.1 Registered Holder 2.3.2 th 2.4 2.5 3.1 3.2 B-2 3.3 Payment 3.3.1 Issuance of Certificates 3.3.2 Valid Issuance 3.3.3 Date of Issuance 3.3.4 3.3.5 B-3 4. Adjustments. Stock Dividends — Split-Ups 4.1 Aggregation of Shares 4.2 Adjustments in] [Thank you for your consideration of these matters. Sincerely, Robert Eu HAMBRECHT ASIA ACQUISITION CORP. NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS To the shareholders of Hambrecht Asia Acquisition Corp.: NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Hambrecht Asia Acquisition Corp. (the “SPAC”, the “Company”, “we” or words of similar import), a company incorporated under] [IMPORTANT NOTICES 2 Entry Into a Material Definitive Agreement On February 12, 2010, Hambrecht Asia Acquisition Corp. (‘‘Hambrecht’’), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Honesty Group Holdings Limited (‘‘Honesty Group’’) and its shareholders Sun Zone Investments Limited and Sze Kit Ting. Under the terms of the Share Exchange Agreement, Hambrecht will acquire all of the]

SGOC [SGOCO] SC 13G: SECURITIES & EXCHANGE COMMISSION SCHEDULE 13G (Amendment No

[SECURITIES & EXCHANGE COMMISSION SCHEDULE 13G (Amendment No )* Hambrecht Asia Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) 406548107 (CUSIP Number) Alexander H. McMillan, Esq. c/o Loeb Partners Corporation 61 Broadway, New York, N.Y. 10006 (212) 483-7069 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2009 (Date of]

SGOC [SGOCO] SC 13G/A: (Original Filing)

[SCHEDULE 13G 02 (Amendment No. Hambrecht Asia Acquisition Corp. (Name of Issuer) Ordinary Shares, par value $0.001 per share 406548107 December 31, 2009 o x o * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing]

SGOC [SGOCO] SC 13G/A: SCHEDULE 13G 02 (Amendment No. Hambrecht Asia Acquisition

[SCHEDULE 13G 02 (Amendment No. Hambrecht Asia Acquisition Corp. (Name of Issuer) Ordinary Shares, par value $0.001 per share 406548107 December 31, 2009 o x o * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing]

SGOC [SGOCO] SC 13G/A: *The remainder of this cover page shall be

[*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be the Act]

SGOC [SGOCO] SC 13G/A: (Original Filing)

[1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Bulldog Investors, Phillip Goldstein and Andrew Dakos 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) 3. SEC Use Only 4. Citizenship or Place of Organization U.S.A Number of Shares Beneficially Owned by Each reporting Person With: 5. Sole Voting]

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