[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1) Amount to be (1) Proposed (1) Proposed Amount of Ordinary Shares, par value US$0.001 1,533,333 (2) 7.50 (3) 11,499,998 (2) 820 Representative’s Unit Purchase Option 1 100.00 100.00 1.00 Ordinary shares underlying Representative’s Unit Purchase Option] [[ ] Ordinary Shares SGOCO GROUP, LTD. (par value US$0.001 per share) UNDERWRITING AGREEMENT December __, 2010 I-Bankers Securities, Inc. 505 Park Avenue, 3rd Floor New York, New York 10022 As Representative of the Several Underwriters Ladies and Gentlemen: SGOCO Group, Ltd, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), proposes, subject to the terms] [ASSISTANT SECRETARY'S CERTIFICATE SGOCO Technology, Ltd. Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 We, Codan Trust Company (Cayman) Limited, Assistant Secretary of SGOCO Technology, Ltd. (the "Company") DO HEREBY CERTIFY the following is an extract of the special resolution adopted by the Company on 17th November, 2010 and that such resolution has not been modified. CHANGE OF] [8 December 2010 Matter No.: 875077 Doc Ref: 347508 852 2842 9530 Richard.Hall@conyersdill.com SGOCO Group, Ltd. SGOCO Technology Park Loushan, Jinjiang City, Fujian People’s Republic of China 362200 Dear Sirs, Re: SGOCO Group, Ltd. (the “Company”) We have acted as special Cayman legal counsel to the Company in connection with a follow-on offering of: (i) up to 1,333,333 ordinary shares,] [EMPLOYMENT AGREEMENT July 31, 2010 “Effective Date” Company William A. Krolicki (US Passport#45205430) Employee The Agreement is made effective as of the WHEREAS, WHEREAS, July 31, 2010 WHEREAS, WHEREAS, NOW, THEEFORE, EMPLOYMENT Vice President of Finance THE EMPLOYEE’S DUTIES Vice President of Finance COMPENSATION AND BENEFITS Base Salary Sixty Thousand 0,000 July 31, 2010 3,700 Shares st 2 Section 4.] [Brand Usage Authorization Contract Form prepared by the Trademark Bureau of the State Administration of Industry & Commerce (“SAIC”) TCL Business System Technology (Huizhou) Co Ltd (“Assignor”) Guanke (Fujian) Electron Technological Industry Co Ltd (“Assignee”) In accordance with the Trademark Law of the People’s Republic of China, 1 Verified business scope of the Assignee LCD Monitor 2 Quantity of manufacturing] [SGOCO TECHNOLOGY, LTD. 2010 EQUITY COMPENSATION PLAN 1. The purpose of this Plan is to promote the success of the Corporation and to increase shareholder value by providing an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons of SGOCO Group. 2. 3. 3.1. The Administrator 3.2. Powers of the] [Letter of Authorization Hereby authorize Guanke (Fujian) Electron Technological Industry Co., Ltd to print on all their products the following three trademarks (either in form of text or image) registered under our company: The duration of authorization: Feb. 1, 2008 to Jan. 31, 2017. BORO (Fujian) Electronic Co., Ltd. Feb. 1, 2008 EX-10.36 14 v205193_ex10-36.htm] [Letter of Authorization Hereby authorize Guanke (Fujian) Electron Technological Industry Co., Ltd to print on all their products the following three trademarks (either in form of text or image) registered under our company: Mosview Technology Group Ltd. May 1, 2008 EX-10.37 15 v205193_ex10-37.htm] [PUT OPTION AGREEMENT Burnette Or, Chairman of SGOCO, Robert Eu, and John Wang hereby grants to Pope Investments II LLC a Put Option to sell 250,000 shares of SGOCO at a price of $8 per share. The terms of the Put Option are agreed as follows: 1. CONDITION PRECEDENT: This Put Agreement is effective upon completion of Pope Investments II] [Certificate Our bank provides Guanke (Fujian) Electron Technological Industry Co., Ltd in 2010 with credit line of RMB Sixty Eight Million Yuan with AAA credit rating and 1 year deadline, the credit line can be used for short-term liquidity loans and international trade financing. Hereby certified. Jinjiang County Branch of Agricultural Bank of China Co., Ltd (seal) EX-10.39 17 v205193_ex10-39.htm] [JINJIANG SGOCO ELECTRONIC CO., LTD. ARTICLES OF ASSOCIATION CHAPTER 1. GENERAL PROVISIONS Article 1 Company Law of the People’s Republic of China Company Law Article 2 CHAPTER 2. COMPANY NAME AND DOMICILE Article 3 Article 4 CHAPTER 3. SCOPE OF BUSINESS Article 5 Article 6 Any item in the scope of business of the Company, which is required by the] [Business License of Incorporation (Duplicate) Register No.: 350582100117205 (changed) Enterprise name Jinjiang Guanke Electron Co., Ltd. Business Address Houlin Guanke Technology Park Luoshan Subdistrict, Jinjiang County Legal representative Ke Wenpu Registered capital Seventeen Million Yuan Paid-in capital Seventeen Million Yuan Enterprise type Limited liability (sole investment by legal representative) Business scope R & D and sales of computer software and] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement 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 six months] [Consent of Independent Registered Public Accounting Firm To the Board of Directors SGOCO Group, Ltd. and subsidiaries We consent to the use of our report dated February 12, 2010, with respect to the consolidated balance sheets of SGOCO Group, Ltd. and Subsidiaries (the “Company”) as of December 31, 2009, 2008 and 2007, and the related consolidated statements of income and] [SGOCO Group, Ltd. Code of Ethics and Conduct November 2010 The purpose of SGOCO Group, Ltd.’s (the “Company”) Code of Ethics and Conduct (the “Code”) is to establish specific standards and policies for conduct of the Company’s business in accordance with all applicable federal, state and local laws, honesty in our business dealings, prudent use of our assets and resources,]