[] [AMENDMENT NO. 1 TO ESCROW AGREEMENT Amendment Sun Zone Sellers Company Sponsor Sponsors Escrow Agent Escrow Agreement This Amendment No. 1 to Escrow Agreement (“ WHEREAS Exchange Agreement Honesty Group Honesty Group Shares HMAUF Shares WHEREAS Sponsor Agreement WHEREAS Conditions Sponsor Conditional Shares WHEREAS WHEREAS Party Parties NOW, THEREFORE 1. Section 5 (a) of the Escrow Agreement is hereby amended] [AMENDMENT NO. 2 TO SPONSOR AGREEMENT Amendment Sun Zone Sellers Company Sponsor Sponsors Sponsor Agreement This Amendment No. 2 to Sponsor Agreement (“ WHEREAS Exchange Agreement Honesty Group Honesty Group Shares HMAUF Shares WHEREAS Escrow Agent Escrow Agreement WHEREAS Conditions Sponsor Conditional Shares WHEREAS WHEREAS Party Parties NOW, THEREFORE 1. Section I-1. A. of the Sponsor Agreement is hereby amended] [Employment Agreement Between David Xu and SGOCO Group, Ltd. 1 2 3] [Registered Number: Date of Set-up: TH Address: Legal Representative: Registered Capital: Real Capital: Enterprise Type: ( ( Taiwan, Hong Kong & Macao Corporation Owned Enterprises ) Scope of Management: Shareholder (The founder): Business Term: Issued Unit:] [Registered Number: Date of Set-up: Address: Beijing Silver Tower, Room 1817, 2 Dongsanhuan North Road, Chaoyang District, Beijing, China Legal Representative: Registered Capital: Real Capital: Enterprise Type: ( Taiwan, Hong Kong & Macao Corporation Owned Enterprises ) Scope of Management: Shareholder (The founder): Business Term: Issued Unit:] [Sale and Purchase Agreement by and between Apex Flourish Group Limited and SGOCO Group, Ltd. DATED November 15, 2011 SGOCO GROUP, LTD. as Seller And APEX FLOURISH GROUP LIMITED as Purchaser ______________________________________________________ AGREEMENT FOR SALE AND PURCHASE OF ALL OF THE SHARES OF HONESTY GROUP HOLDINGS LIMITED ______________________________________________________ Cheng Wong Lam & Partners in association with Nixon Peabody LLP and] [List of Subsidiaries Name of Subsidiary Jurisdiction of Formation SGOCO International (HK) Limited Hong Kong SGOCO (Fujian) Electronic Co., Ltd People’s Republic of China Beijing SGOCO Image Technology Co., Ltd. People’s Republic of China SGO Corporation. Delaware, USA] [CERTIFICATION I, Burnette Or, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [CERTIFICATION I, David Xu, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. , 2012 30 Dated: August , 2012 Dated: August 30] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statements No. 333-172406 on F Hong Kong, China August 30, 2012] [Consent of Independent Registered Public Accounting Firm To the Board of Directors of SGOCO Group, Ltd. We hereby consent to the use of our report dated April 28, 2011, with respect to the consolidated balance sheets of SGOCO Group, Ltd. and Subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income and other comprehensive income,] [Letter from Independent Registered Public Accounting Firm re: Item 16F .]