[SGOCO Technology, Ltd. Announces Second Quarter 2010 Financial Results August 16 Jinjiang City, China – Highlights · Total revenue for the second quarter increased by 234.6% to $42.9 million from $12.8 million compared to the same period of the prior fiscal year. · Gross margin for the second quarter of 2010 was 15.0%, compared to -0.3% in the second quarter] [SGOCO Technology, Ltd. Burnette Or President and Chief Executive Officer]
[SGOCO Technology, Ltd. Announces Second Quarter 2010 Financial Results August 16 Jinjiang City, China – Highlights · Total revenue for the second quarter increased by 234.6% to $42.9 million from $12.8 million compared to the same period of the prior fiscal year. · Gross margin for the second quarter of 2010 was 15.0%, compared to -0.3% in the second quarter] [SGOCO Technology, Ltd. Burnette Or President and Chief Executive Officer]
[Amendment No. 1 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)] [ESCROW AGREEMENT Agreement Sun Zone Sellers Company Sponsor Sponsors Escrow Agent Parties This Escrow Agreement (this “ RECITALS WHEREAS Exchange Agreement Honesty Group Honesty Group Shares HMAUF Shares WHEREAS Seller Earn-Out Shares Earn-Out Milestones WHEREAS Sponsor Agreement Sponsor Earn-Out Shares Sponsor Conditional Shares Escrow Shares WHEREAS WHEREAS, Initial Sponsors IPO Escrow Agreement IPO Escrow Agent AGREEMENT NOW, THEREFORE 1. Appointment] [AMENDMENT NO. 1 TO SPONSOR AGREEMENT Amendment th Sun Zon Sellers Company Sponsor Sponsors Sponsor Agreement Exchange Agreement Amendment to Exchange Agreement NOW, THEREFORE, in consideration of the foregoing and the covenants and agreement of the parties set forth below and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. A] [Articles of Association Guanke (Fujian) Electron Technological Industry Co Ltd Amended and Restated, 2009 CHAPTER I GENERAL RULE Article 1 The Article of Association for Guanke (Fujian) Electron Technological Industry Co Ltd (“Guanke” or “the Company”) is amended and restated by Honest Group in 2009 in accordance with the laws and regulations of the People’s Republic of China on Foreign-Capital] [Articles of Association Guancheng (Fujian) Electron Technological Industry Co Ltd Amended and Restated, 2009 CHAPTER I GENERAL RULE Article 1 The Article of Association for Guancheng (Fujian) Electron Technological Industry Co Ltd (“Guancheng” or “the Company”) is amended and restated by Honest Group in 2009 in accordance with the laws and regulations of the People’s Republic of China on Foreign-Capital] [Articles of Association Guanwei (Fujian) Electron Technological Industry Co Ltd CHAPTER I GENERAL RULE Article 1 The Article of Association for Guanwei (Fujian) Electron Technological Industry Co Ltd (“Guanwei” or “the Company”) is amended and restated by Honest Group in 2009 in accordance with the laws and regulations of the People’s Republic of China on Foreign-Capital Enterprises. Article 2 The] [Project of Jinjiang Technological Plan Contract This contract is entered into by and between Science and Technology Bureau of Jinjiang City and Guanke (Fujian) Electron Technological Industry Co Ltd (“Guanke”) on January 4, 2007. The two parties, for the mutual benefit, agree that - Guanke shall develop LCD related technologies and products each year - Guanke shall use the government] [Investment Agreement of Guanke Guangdian Technology Park This contract is entered into by and between Government of Jinjiang City (“Jinjiang Government”) and Guanke (Fujian) Electron Technological Industry Co Ltd (“Guanke”) on March 31, 2006 for the investment of Guanke Guangdian Technology Park. Guanke is to invest for the development of Guanke Guangdian Technology Park for the ten years starting from] [SPONSOR AGREEMENT THIS SPONSOR AGREEMENT Agreement Sun Zone Sellers Company Sponsors Exchange Agreement Honesty Group The Sellers have entered into a share exchange agreement (the “ Initial Sponsors IPO Escrow Agreement IPO Escrow Agent Certain of the Sponsors, consisting of John Wang, Robert J. Eu, Cannon Family Irrevocable Trust, AEX Enterprises Limited, W.R. Hambrecht + Co., LLC, Hambrecht 1980 Revocable] [Goods Transport Service Agreement Th Party A (Carrier): Quanzhou City Anjili Logistics Co Ltd Party B (Consigner): Guanke (Fujian) Electron Technological Industry Co Ltd The two parties entered into the agreement on the basis of mutual interest, equality and fairness. The two parties agree that 1 Party B consigns Party A to transport goods to destinations throughout China via automobile.] [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] [EX-10.32 15 v191971_ex10-32.htm] [Loan Agreement with Jinjiang Branch of Industrial Bank Co Ltd (No.:10417199-081209) for RMB10 million Upon the application by Borrower and the review by Lender, Lender agrees to give Borrower over the short term loan in RMB under the terms and conditions of this contract. In order to specify the rights and duties of both parties and hold honesty and sincerity,] [Loan Agreement with Jinjiang Branch of Industrial Bank Co Ltd(No.:10417199-081216) for RMB15 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: 6. “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 City Branch of Agriculture Bank of China (No.: 35101200900001758) for RMB20 million Borrower (full name): Guanke (Fujian) Electron Technological Industry Co Ltd Lender (full name): Jinjiang City Branch of Agriculture Bank of China The agreement is entered into on March 6, 2009 by and between the Borrower and the Lender for the mutual interest of both] [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). Mortgagor: Guancheng (Fujian) Electron Technological Industry Co Ltd Legal Representative (Principal): Tin Man Or Certificate Type: __________ Certificate Code: ____________________] [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). Significant Hint 5 5 The Guarantor shall carefully read this Contract text, especially articles marked by Guarantor: Guancheng (Fujian) Electron Technological Industry Co Ltd] [Maximum Amount Guarantee Contract (No.: 3550052009B100000705) Between Guancheng and Quanzhou Branch of Bank of Communication Note: This contract is accessory to the General Credit Contract between Guanke and Quanzhou Branch of Bank of Communication (No.: 3550052009C000001300). Significant Hint 5 5 The Guarantor shall carefully read this Contract text, especially articles marked by Guarantor: Guanwei (Fujian) Electron Technological Industry Co Ltd] [Maximum Amount Guarantee Contract between Mr. Or Tin Man and Quanzhou Branch of Bank of Communication (No.: 3550052009B100000706) Significant Hint 5 5 The Guarantor shall carefully read this Contract text, especially articles marked by Guarantor: Tin Man Or Certificate Type: __________ Certificate Code: ____________________ Legal (Domiciliary Register) Address: HouLin Industrial Zone, Luoshan Street, JinJiang City, Fujian, China Correspondence Address: HouLin] [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). Significant Hint 5 5 The Guarantor shall carefully read this Contract text, especially articles marked by Guarantor: Siu Shun Or Certificate] [Business License for an Enterprise as a Legal Person (Duplicate) Registration No. 350500400013970 Domicile: Legal Representative: Registered Capital: Paid-in Capital: Type of Enterprise: Business Scope: Shareholder (Sponsor): Term of Business: Date of Establishment: No: 0821870 Notes 1. Business License for Enterprise as a Legal Person is the certificate for enterprise to obtain legal person qualification and legal operation. 2. Business] [Business License for an Enterprise as a Legal Person (Duplicate) Registration No. 350500400006368 Domicile: Legal Representative: Registered Capital: Paid-in Capital: Type of Enterprise: Business Scope: Shareholder (Sponsor): Term of Business: Date of Establishment: Notes 1. Business License for Enterprise as a Legal Person is the certificate for enterprise to obtain legal person qualification and legal operation. 2. Business License for] [Business License for an Enterprise as a Legal Person (Duplicate) Registration No. 350500400006333 Domicile: Legal Representative: Registered Capital: Paid-in Capital: Type of Enterprise: Business Scope: Shareholder (Sponsor): Term of Business: Date of Establishment: Notes 1. Business License for Enterprise as a Legal Person is the certificate for enterprise to obtain legal person qualification and legal operation. 2. Business License for] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Post-Effective Amendment No. 1 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]
[Amendment No. 1 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)] [ESCROW AGREEMENT Agreement Sun Zone Sellers Company Sponsor Sponsors Escrow Agent Parties This Escrow Agreement (this “ RECITALS WHEREAS Exchange Agreement Honesty Group Honesty Group Shares HMAUF Shares WHEREAS Seller Earn-Out Shares Earn-Out Milestones WHEREAS Sponsor Agreement Sponsor Earn-Out Shares Sponsor Conditional Shares Escrow Shares WHEREAS WHEREAS, Initial Sponsors IPO Escrow Agreement IPO Escrow Agent AGREEMENT NOW, THEREFORE 1. Appointment] [AMENDMENT NO. 1 TO SPONSOR AGREEMENT Amendment th Sun Zon Sellers Company Sponsor Sponsors Sponsor Agreement Exchange Agreement Amendment to Exchange Agreement NOW, THEREFORE, in consideration of the foregoing and the covenants and agreement of the parties set forth below and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. A] [Articles of Association Guanke (Fujian) Electron Technological Industry Co Ltd Amended and Restated, 2009 CHAPTER I GENERAL RULE Article 1 The Article of Association for Guanke (Fujian) Electron Technological Industry Co Ltd (“Guanke” or “the Company”) is amended and restated by Honest Group in 2009 in accordance with the laws and regulations of the People’s Republic of China on Foreign-Capital] [Articles of Association Guancheng (Fujian) Electron Technological Industry Co Ltd Amended and Restated, 2009 CHAPTER I GENERAL RULE Article 1 The Article of Association for Guancheng (Fujian) Electron Technological Industry Co Ltd (“Guancheng” or “the Company”) is amended and restated by Honest Group in 2009 in accordance with the laws and regulations of the People’s Republic of China on Foreign-Capital] [Articles of Association Guanwei (Fujian) Electron Technological Industry Co Ltd CHAPTER I GENERAL RULE Article 1 The Article of Association for Guanwei (Fujian) Electron Technological Industry Co Ltd (“Guanwei” or “the Company”) is amended and restated by Honest Group in 2009 in accordance with the laws and regulations of the People’s Republic of China on Foreign-Capital Enterprises. Article 2 The] [Project of Jinjiang Technological Plan Contract This contract is entered into by and between Science and Technology Bureau of Jinjiang City and Guanke (Fujian) Electron Technological Industry Co Ltd (“Guanke”) on January 4, 2007. The two parties, for the mutual benefit, agree that - Guanke shall develop LCD related technologies and products each year - Guanke shall use the government] [Investment Agreement of Guanke Guangdian Technology Park This contract is entered into by and between Government of Jinjiang City (“Jinjiang Government”) and Guanke (Fujian) Electron Technological Industry Co Ltd (“Guanke”) on March 31, 2006 for the investment of Guanke Guangdian Technology Park. Guanke is to invest for the development of Guanke Guangdian Technology Park for the ten years starting from] [SPONSOR AGREEMENT THIS SPONSOR AGREEMENT Agreement Sun Zone Sellers Company Sponsors Exchange Agreement Honesty Group The Sellers have entered into a share exchange agreement (the “ Initial Sponsors IPO Escrow Agreement IPO Escrow Agent Certain of the Sponsors, consisting of John Wang, Robert J. Eu, Cannon Family Irrevocable Trust, AEX Enterprises Limited, W.R. Hambrecht + Co., LLC, Hambrecht 1980 Revocable] [Goods Transport Service Agreement Th Party A (Carrier): Quanzhou City Anjili Logistics Co Ltd Party B (Consigner): Guanke (Fujian) Electron Technological Industry Co Ltd The two parties entered into the agreement on the basis of mutual interest, equality and fairness. The two parties agree that 1 Party B consigns Party A to transport goods to destinations throughout China via automobile.] [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] [EX-10.32 15 v191971_ex10-32.htm] [Loan Agreement with Jinjiang Branch of Industrial Bank Co Ltd (No.:10417199-081209) for RMB10 million Upon the application by Borrower and the review by Lender, Lender agrees to give Borrower over the short term loan in RMB under the terms and conditions of this contract. In order to specify the rights and duties of both parties and hold honesty and sincerity,] [Loan Agreement with Jinjiang Branch of Industrial Bank Co Ltd(No.:10417199-081216) for RMB15 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: 6. “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 City Branch of Agriculture Bank of China (No.: 35101200900001758) for RMB20 million Borrower (full name): Guanke (Fujian) Electron Technological Industry Co Ltd Lender (full name): Jinjiang City Branch of Agriculture Bank of China The agreement is entered into on March 6, 2009 by and between the Borrower and the Lender for the mutual interest of both] [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). Mortgagor: Guancheng (Fujian) Electron Technological Industry Co Ltd Legal Representative (Principal): Tin Man Or Certificate Type: __________ Certificate Code: ____________________] [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). Significant Hint 5 5 The Guarantor shall carefully read this Contract text, especially articles marked by Guarantor: Guancheng (Fujian) Electron Technological Industry Co Ltd] [Maximum Amount Guarantee Contract (No.: 3550052009B100000705) Between Guancheng and Quanzhou Branch of Bank of Communication Note: This contract is accessory to the General Credit Contract between Guanke and Quanzhou Branch of Bank of Communication (No.: 3550052009C000001300). Significant Hint 5 5 The Guarantor shall carefully read this Contract text, especially articles marked by Guarantor: Guanwei (Fujian) Electron Technological Industry Co Ltd] [Maximum Amount Guarantee Contract between Mr. Or Tin Man and Quanzhou Branch of Bank of Communication (No.: 3550052009B100000706) Significant Hint 5 5 The Guarantor shall carefully read this Contract text, especially articles marked by Guarantor: Tin Man Or Certificate Type: __________ Certificate Code: ____________________ Legal (Domiciliary Register) Address: HouLin Industrial Zone, Luoshan Street, JinJiang City, Fujian, China Correspondence Address: HouLin] [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). Significant Hint 5 5 The Guarantor shall carefully read this Contract text, especially articles marked by Guarantor: Siu Shun Or Certificate] [Business License for an Enterprise as a Legal Person (Duplicate) Registration No. 350500400013970 Domicile: Legal Representative: Registered Capital: Paid-in Capital: Type of Enterprise: Business Scope: Shareholder (Sponsor): Term of Business: Date of Establishment: No: 0821870 Notes 1. Business License for Enterprise as a Legal Person is the certificate for enterprise to obtain legal person qualification and legal operation. 2. Business] [Business License for an Enterprise as a Legal Person (Duplicate) Registration No. 350500400006368 Domicile: Legal Representative: Registered Capital: Paid-in Capital: Type of Enterprise: Business Scope: Shareholder (Sponsor): Term of Business: Date of Establishment: Notes 1. Business License for Enterprise as a Legal Person is the certificate for enterprise to obtain legal person qualification and legal operation. 2. Business License for] [Business License for an Enterprise as a Legal Person (Duplicate) Registration No. 350500400006333 Domicile: Legal Representative: Registered Capital: Paid-in Capital: Type of Enterprise: Business Scope: Shareholder (Sponsor): Term of Business: Date of Establishment: Notes 1. Business License for Enterprise as a Legal Person is the certificate for enterprise to obtain legal person qualification and legal operation. 2. Business License for] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Post-Effective Amendment No. 1 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]
[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]
[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]
[] [CERTIFICATION I, Burnette Or, President and Chief Executive Officer, certify that: 1. I have reviewed this transition report on Form 20−F of SGOCO Technology, Ltd. (f/k/a Hambrecht Asia Acquisition Corp.); 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,] [CERTIFICATION I, Zhongsheng Lv, Treasurer, certify that: 1. I have reviewed this transition report on Form 20−F of SGOCO Technology, Ltd. (f/k/a Hambrecht Asia Acquisition Corp.); 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] [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. Dated: May 28, 2010 Burnette Or President and Chief Executive Officer Dated: May 28, 2010 Zhongsheng Lv Treasurer EX-13.1 4 v187171_ex13-1.htm]
[] [CERTIFICATION I, Burnette Or, President and Chief Executive Officer, certify that: 1. I have reviewed this transition report on Form 20−F of SGOCO Technology, Ltd. (f/k/a Hambrecht Asia Acquisition Corp.); 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,] [CERTIFICATION I, Zhongsheng Lv, Treasurer, certify that: 1. I have reviewed this transition report on Form 20−F of SGOCO Technology, Ltd. (f/k/a Hambrecht Asia Acquisition Corp.); 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] [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. Dated: May 28, 2010 Burnette Or President and Chief Executive Officer Dated: May 28, 2010 Zhongsheng Lv Treasurer EX-13.1 4 v187171_ex13-1.htm]
[SGOCO Technology, Ltd. Announces Ticker Symbols Change The Company’s ticker symbols change follows its recent name change from Hambrecht Asia Acquisition Corp. to SGOCO Technology, Ltd., which was effective on March 16, 2010, upon completion of certain filings in the Cayman Islands. The Company’s shareholders approved the name change in connection with the business combination transaction consummated on March 12,] [x o o o o x Other Events HMAQF SGTLF HMAWF SGTWF On May 24, 2010, the Company received notice from FINRA that its symbols on the OTC Bulletin Board will change, effective at the open of business on May 25, 2010, from SGOCO Technology, Ltd.]
[SGOCO Technology, Ltd. Announces Ticker Symbols Change The Company’s ticker symbols change follows its recent name change from Hambrecht Asia Acquisition Corp. to SGOCO Technology, Ltd., which was effective on March 16, 2010, upon completion of certain filings in the Cayman Islands. The Company’s shareholders approved the name change in connection with the business combination transaction consummated on March 12,] [x o o o o x Other Events HMAQF SGTLF HMAWF SGTWF On May 24, 2010, the Company received notice from FINRA that its symbols on the OTC Bulletin Board will change, effective at the open of business on May 25, 2010, from SGOCO Technology, Ltd.]
