WARRANT AGREEMENT CHINA GROWTH EQUITY INVESTMENT LTD. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of [____________], 2011Warrant Agreement • May 25th, 2011 • China Growth Equity Investment LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [___________], 2011, is by and between China Growth Equity Investment Ltd., a Cayman Islands limited life exempted company (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
6,000,000 Units CHINA GROWTH EQUITY INVESTMENT LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2011 • China Growth Equity Investment LTD • Blank checks • New York
China Growth Equity Investment Ltd., a Cayman Islands limited life exempted company (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of six million units of the Company (the “Firm Units”), with each unit consisting of one of the Company’s ordinary shares, $0.001 par value per share (the “Ordinary Shares”), and one warrant (collectively, the “Warrants”) to purchase one Ordinary Share. The respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to nine hundred thousand (900,000) additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of Warrant Agreement (defined below).
China Growth Equity Investment Ltd. A12 Jianguomenwai Avenue NCI Tower, Suite 1602 Beijing, PRC 100022Letter Agreement • May 25th, 2011 • China Growth Equity Investment LTD • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement ”) to be entered into by and between China Growth Equity Investment Ltd., a Cayman Islands limited life exempted company (the “Company ”), and Deutsche Bank Securities Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering ”) of 6,000,000 of the Company’s units (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares ”), and one warrant exercisable for one Ordinary Share (each, a “Warrant ”). The Units sold in the Offering shall be quoted and traded on the Nasdaq Capital Market pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission ”). Certain capitalized terms used herein are defined in paragraph 11
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 25th, 2011 • China Growth Equity Investment LTD • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of __________, 2011 (“Agreement”) by and among China Growth Equity Investment Ltd., a Cayman Islands limited life exempted company organized as a blank check company (the “Company”), the undersigned parties listed as Initial Shareholders on the signature page hereto (collectively, the “Initial Shareholders”) and American Stock Transfer & Trust Company as escrow agent (the “Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 25th, 2011 • China Growth Equity Investment LTD • Blank checks • New York
This Agreement is made effective as of [___________], 2011 by and between China Growth Equity Investment Ltd. (the “Company”) and American Stock Transfer & Trust Company (the “Trustee”).
