[AND FORM F-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) 8200-5598 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Burnette] [Summary of Amended and Restated Articles of Association Guanke (Fujian) Electron Technological Industry Co., Ltd. Effective March 2009 Total Investment The total investment in the Company is $20 million U.S. Dollars. The registered capital of the Company is $11.88 million U.S. Dollars. Governmental Approval The increase or decrease of the Company’s registered capital, transfer of interest in the Company, spin-off] [Summary of Articles of Association for Guancheng (Fujian) Electron Technological Industry Co., Ltd. Effective March 2009 Total Investment The total investment in the Company is $15 million U.S. Dollars. The registered capital of the Company is $7.8 million U.S. Dollars. Governmental Approval The increase or decrease of the Company’s registered capital, transfer of interest in the Company, spin-off of the] [Summary of Articles of Association for Guanwei (Fujian) Electron Technological Industry Co., Ltd. Effective May 2007 Total Investment The total investment in the Company is $15 million U.S. Dollars. The registered capital of the Company is $8.2 million U.S. Dollars. Governmental Approval The increase or decrease of the Company’s registered capital, transfer of interest in the Company, spin-off of the] [Project of Jinjiang Technological Plan Contract January 4, 2007 Parties: The Science and Technology Bureau of Jinjiang City Guanke (Fujian) Electron Technological Industry Co. Ltd. Term: From January 2006 to January 2011 - Guanke shall develop certain LCD related technologies and products each year; - Guanke shall use the subsidies only for researching and developing purpose; - technologies developed under] [Investment Agreement of Guanke Guangdian Technology Park March 31, 2006, supplemented on July 7, 2006. Parties: Guanke and the People’s Government of Jinjiang City Term: Ten years from July 7, 2006 The agreements: Guanke agreed to invested at least US$50 million to develop Guanke Technology Park on the premises. mu mu Houjunkeng mu Luoshan Houlin mu Guanke has the right] [Goods Transport Service Agreement Dated: March 15, 2009 Parties: Anjili Anjili Quanzhou City Terms: Anjili Anjili Termination: Anjili Automatic termination if Guanke does not use Dispute resolution: Disputes should be submitted to a competent People’s Court in China. Governing law: Laws of the People’s Republic of China. EX-10.28 9 v188042_ex10-28.htm] [Assignment State Land Use Right Contract June 30, 2007 Assignor: Jinjiang City Bureau of State Land and Recourse Land Use Right Holder: Guanke Term: June 29, 2007 to June 28, 2057 Official reference number: Jin Di He [2007] Qing Xie Zi No. 244 Location: Houlin Luoshan Jinjiang Fujian Size: 65,331 square meter Consideration: yuan RMB12,631,748 Use of Land:] [Assignment State Land Use Right Contract June 30, 2007 Assignor: Jinjiang City Bureau of State Land and Recourse Land Use Right Holder: Guancheng Term: June 29, 2007 to June 28, 2057 Official reference number: Jin Di He [2007] Xie Zi No. 530 Location: Houlin Luoshan Jinjiang Fujian Size: 68,002 square meter Consideration: yuan RMB13,148,187 Use of land:] [Assignment State Land Use Right Contract June 30, 2007 Assignor: Jinjiang City Bureau of State Land and Recourse Land Use Right Holder: Guanwei Term: June 29, 2007 to June 28, 2057 Official reference number: Jin Di He [2007] Xie Zi No. 531 Location: Houlin Luoshan Jinjiang Fujian Size: 28,688 square meter Consideration: yuan RMB5,546,825 Use of land:] [Assignment State Land Use Right Contract June 30, 2007 Assignor: Jinjiang City Bureau of State Land and Recourse Land Use Right Holder: Guanwei Term: June 29, 2007 to June 28, 2057 Official reference number: Jin Di He [2007] Xie Zi No. 532 Location: Houlin Luoshan Jinjiang Fujian Size: 70,780 square meter Consideration: yuan RMB13,685,313 Use of land:] [Loan Agreement with Jinjiang Branch of Industrial Bank Co., Ltd. (No.:10417199-081209) for RMB10 million Note: This is a subcontract of General Credit Contract (No.: 10417199-081204), the amount of which is RMB34 million effective from December 4, 2008 to December 3, 2009. December 16, 2008 Lender: Jinjiang Branch of Industrial Bank Co., Ltd., located at Industrial Bank Building, Chongde Road, Qingyang,] [Loan Agreement with Jinjiang Branch of Industrial Bank Co., Ltd. (No.:10417199-081216) for RMB15 million Note: This is a subcontract of General Credit Contract (No.: 10417199-081204), the amount of which is RMB34 million and which is effective from December 4, 2008 to December 3, 2009. December 10, 2008 Lender: Jinjiang Branch of Industrial Bank Co., Ltd., located at Industrial Bank Building,] [Loan Agreement with Jinjiang City Branch of Agriculture Bank of China (No.: 35101200900001758) for RMB20 million March 6, 2009 Lender: Jinjiang City Branch of Agriculture Bank of China Borrower: Guanke Amount: RMB20 million Category: Short-term cash flow loan Term From March 6, 2009 to March 5, 2010 Interest rate: 5.5755% annually adjustable every 6 months. Interest repayment: The interest shall] [Maximum Amount Mortgage Contract between Guancheng and Quanzhou Branch of Bank of Communication on April 9, 2009 (No.: 3550052009B900001300) Note: This contract is accessory to the General Credit Contract between Guanke and Quanzhou Branch of Bank of Communication (No.: 3550052009C000001300). April 9, 2009 Mortgagee: Quanzhou Branch of Bank of Communication, located at 550 Fengze Street, Quanzhou Mortgagor: Guancheng, located at] [Maximum Amount Guarantee Contract between Guancheng and Quanzhou Branch of Bank of Communication (No.: 3550052009B100000704) Note: This contract is accessory to the General Credit Contract between Guanke and Quanzhou Branch of Bank of Communication (No.: 3550052009C000001300). April 8, 2009 Guarantor: Guancheng, located at Houlin industrial park, Luoshan residential district, Jinjiang Creditor: Quanzhou Branch of Bank of Communication, located at 550] [Maximum Amount Guarantee Contract between Guanwei and Quanzhou Branch of Bank of Communication (No.: 3550052009B100000705) Note: This contract is accessory to the General Credit Contract between Guanke and Quanzhou Branch of Bank of Communication (No.: 3550052009C000001300). April 8, 2009 Guarantor: Guanwei, located at Houlin industrial park, Luoshan residential district, Jinjiang Creditor: Quanzhou Branch of Bank of Communication, located at 550] [Maximum Amount Guarantee Contract between Mr. Or Tin Man and Quanzhou Branch of Bank of Communication (No.: 3550052009B100000706) Note: This contract is accessory to the General Credit Contract between Guanke and Quanzhou Branch of Bank of Communication (No.: 3550052009C000001300). April 9, 2009 Guarantor: Mr. Or Tin Man Creditor: Quanzhou Branch of Bank of Communication, located at 550 Fengze Street, Quanzhou] [Maximum Amount Guarantee Contract between Mr. Or Siu Shun and Quanzhou Branch of Bank of Communication (No.: 3550052009B100000707) Note: This contract is accessory to the General Credit Contract between Guanke and Quanzhou Branch of Bank of Communication (No.: 3550052009C000001300). April 8, 2009 Guarantor: Mr. Or Siu Shun Creditor: Quanzhou Branch of Bank of Communication, located at 550 Fengze Street, Quanzhou] [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) Electron Technological Industry Co., Ltd. People’s Republic of China Guancheng (Fujian) Electron Technological Industry Co., Ltd. People’s Republic of China EX-21 22 v188042_ex21.htm] [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 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]