[Amendment No. 2 FORM F-1 AND POST-EFFECTIVE AMENDMENT NO. 1 ON FORM F-1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SGOCO Technology, Ltd. Cayman Islands 3663 N/A (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification Number) SGOCO Technology Park, Luoshan Jinjiang City, Fujian, China 362200 +86 (595)] [Assignment State Land Use Right Contract Contract No. Jindihe [2007] Qingxiezi No. 244 (Applicable to the Industrial Project Land without Financially Labeling Price) CHAPTER I General Provisions Article 1 This Agreement is signed by and between: Assignor: Bureau of Land and Resources of Jinjiang City, Fujian Province, P R China Land Use Right Owner: Guanke (Fujian) Electronic Technology Co Ltd] [Assignment State Land Use Right Contract Contract No. Jindihe [2007] Qingxiezi No. 530 (Applicable to the Industrial Project Land without Financially Labeling Price) CHAPTER I General Provisions Article 1 This Agreement is signed by and between: Assignor: Bureau of Land and Resources of Jinjiang City, Fujian Province, P R China Land Use Right Owner: Guancheng (Fujian) Electronic Technology Co Ltd] [Assignment State Land Use Right Contract Contract No. Jindihe [2007] Qingxiezi No. 531 (Applicable to the Industrial Project Land without Financially Labeling Price) CHAPTER I General Provisions Article 1 This Agreement is signed by and between: Assignor: Bureau of Land and Resources of Jinjiang City, Fujian Province, P R China Land Use Right Owner: Guanwei (Fujian) Electronic Technology Co Ltd] [Transfer of State-owned Land Use Rights of Jinjiang City Contract No. 532 JINJIANG BUREAU OF LAND AND RESOURCES Transfer of State-owned Land Use Rights (Applicable to the Industrial Project Land without Financially Labeling Price) Contract No.: Jin Land Contract [2007] Qingxiezi No.532 CHAPTER I General Provisions Article 1 Transferor: Bureau of Land and Resources of Jinjiang, Fujian Province, P.R.C. Guanwei] [Loan Agreement with Jinjiang Branch of Agricultural Bank of China (No.: 35101201000000266) for RMB20 million Borrower (full name): Guanke (Fujian) Electron Technological Industry Co., Ltd Lender (full name): Jinjiang Branch of Agricultural Bank of China The agreement is entered into on January 8, 2010 by and between the Borrower and the Lender for the mutual interest of both parties and] [Loan Agreement with Jinjiang Branch of Agricultural Bank of China (No.: 35101201000000669) for RMB20 million Borrower (full name): Guanke (Fujian) Electron Technological Industry Co., Ltd Lender (full name): Jinjiang Branch of Agricultural Bank of China The agreement is entered into on January 19, 2010 by and between the Borrower and the Lender for the mutual interest of both parties and] [Mortgage with Jinjiang Branch of Agricultural Bank of China (No.: 35906200900002669) for RMB58 million Mortgage Contract in Maximum Amount Agricultural Bank of China 1 Mortgage Contract in Maximum Amount ： 35906200900002669 Contract No ） Mortgagee Party A (Full name ） Mortgagor Party B (Full name In order to ensure the realization of mortgagee’s rights, mortgagor would like to provide the] [Mortgage with Jinjiang Branch of Agricultural Bank of China (No.: 35906200900003928) for RMB18 million Mortgage Contract in Maximum Amount Agricultural Bank of China Mortgage Contract in Maximum Amount ： 3590620090000 3928 Contract No ） Mortgagee Party A (Full name ） Mortgagor Party B (Full name In order to ensure the realization of mortgagee’s rights, mortgagor would like to provide the] [Loan Agreement with Jinjiang Branch of Industrial Bank Co Ltd (No.:10417199-091112) for RMB10 million Article 1 Definitions and interpretations Unless otherwise agreed in writing by both parties, the words and expressions of the contract shall have the following definitions and interpretations: 1. “Creditor’s right”, or called main creditor’s right, is the creditor’s right in RMB arising from the application by] [Loan Agreement with Jinjiang Branch of Industrial Bank Co Ltd (No.:10417199-091126) for RMB4million Article 1 Definitions and interpretations Unless otherwise agreed in writing by both parties, the words and expressions of the contract shall have the following definitions and interpretations: 1. “Creditor’s right”, or called main creditor’s right, is the creditor’s right in RMB arising from the application by Borrower] [Loan Agreement with Jinjiang Branch of Industrial Bank Co Ltd (No.:10417199-09112601) for RMB10million Article 1 Definitions and interpretations Unless otherwise agreed in writing by both parties, the words and expressions of the contract shall have the following definitions and interpretations: 1 “Creditor’s right”, or called main creditor’s right, is the creditor’s right in RMB arising from the application by Borrower] [Loan Agreement with Jinjiang Branch of Industrial Bank Co Ltd (No.:10417199-091120) for RMB10million Article 1 Definitions and interpretations Unless otherwise agreed in writing by both parties, the words and expressions of the contract shall have the following definitions and interpretations: 1 “Creditor’s right”, or called main creditor’s right, is the creditor’s right in RMB arising from the application by Borrower] [Comprehensive Credit Contract with Quanzhou Branch of Bank of Communications (No.: 3550052009C900001300) for RMB 35 million Important Notice: Any applicant for the credit shall read through this contract carefully, special attention shall be paid to the articles marked with . Applicant: Guanke (Fujian) Electron Technological Industry Co Ltd Legal Representative (Principal): Tin Man Or Legal Address: Postal Address: Creditor: Quanzhou] [Comprehensive Credit Contract with Quanzhou Branch of Bank of Communications (No.: 3550052009C900002300) for RMB 95 million Important Notice: Any applicant for the credit shall read through this contract carefully, special attention shall be paid to the articles marked with . Applicant: Guanke (Fujian) Electron Technological Industry Co Ltd Legal Representative (Principal): Tin Man Or Legal Address: Postal Address: Creditor: Quanzhou] [Factoring Contract for Domestic Trade Agreement with Shishi Branch of Industrial and Commercial Bank of China (No.: 2009 (Shishi) No. 0532) for RMB10 million 2009 (Shishi) No. 0532 Serial No.: (Recourse/Non-recourse) Stamp: Shishi Branch of Industrial and Commercial Bank of China Limited This copy is proved to be the copy of the original Special reminder: 1 Shishi Branch of Industrial] [Certificate of credit from Industrial and Commercial Bank of China For RMB 48 million Certificate Guanke (Fujian) Electron Technological Industry Co. Ltd. We hereby declare that Industrial and Commercial Bank of China officially credit RMB 48 million to Shishi Branch, Industrial and Commercial Bank of China EX-10.44 33 v196409_ex10-44.htm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Post-Effective Amendment No. 2 on Form F-1 of our report dated January 22, 2010, relating to the balance sheets of Hambrecht Asia Acquisition Corp. as of June 30, 2009 and December 31, 2008 and 2007, and the related statements of operations and cash flows for the] [Consent of Independent Registered Public Accounting Firm To the Board of Directors SGOCO Technology Ltd. and subsidiaries We consent to the use of our report dated February 12, 2010, with respect to the consolidated balance sheets of SGOCO Technology Ltd. and Subsidiaries (the “Company”) as of December 31, 2009, 2008 and 2007, and the related consolidated statements of income and]