INVESTMENT MANAGEMENT TRUST AGREEMENT
Exhibit
10.1
This
INVESTMENT
MANAGEMENT TRUST AGREEMENT
is made
as of [ ], 2008 by and
between China Growth Alliance Ltd. (the “Company”)
and
American Stock Transfer & Trust Company (“Trustee”).
WHEREAS,
the
Company’s Registration Statement on Form F-1, File No. 333-[ ] (“Registration
Statement”),
for
its initial public offering of securities (“IPO”)
has
been declared effective on ____________________, 2008 (“Effective
Date”)
by the
Securities and Exchange Commission; and
WHEREAS,
the
Company has completed a private placement under Regulation S of the Securities
Act of 1933, as amended, of 2,666,667 Warrants (the “Private
Warrants”)
prior
to the completion of the IPO for a purchase price of $2,000,000;
and
WHEREAS,
Xxxxxx,
Xxxxx Xxxxx, Incorporated (“FBW”)
is
acting as the lead manager of the underwriters of the IPO (collectively with
FBW, the “Underwriters”);
and
WHEREAS,
as
described in the Company’s Registration Statement, in accordance with the
Company’s Amended and Restated Memorandum and Articles of Association,
$54,880,000 of the net proceeds of the IPO ($62,944,000 if the Underwriters’
over-allotment option is exercised in full) and $1,900,000 of the net proceeds
from the sale of the Private Warrants, will be delivered to the Trustee as
of
_____________________,
2008 to
be deposited and held in the Trust Account (as defined below) for the benefit
of
the Company, the holders of the ordinary shares, par value $0.0005 per share,
of
the Company (“Ordinary
Shares”),
included in the units of the Company’s securities issued in the IPO (the
“Units”),
and
the Underwriters with respect to the Deferred Compensation (as defined below).
The amount to be delivered to the Trustee will be referred to herein as the
“Property”
or
the
“Base
Deposit”.
The
public shareholders for whose benefit the Trustee shall hold the Property will
be referred to as the “Public
Shareholders,”
and
the Public Shareholders, the Company and FBW and the Underwriters will be
referred to together as the “Beneficiaries”;
WHEREAS,
a
portion of the Property consists of $1,680,000 (or $1,890,000 if the
Underwriters’ over-allotment is exercised in full) attributable to the
Underwriters’ discount and commissions and non-accountable expense allowance
(the “Deferred
Compensation”)
which
the Underwriters have agreed to deposit in the Trust Account (as defined below);
and
WHEREAS,
the
Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the
Property.
NOW,
THEREFORE,
in
consideration of the foregoing and the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
1. Agreements
and Covenants of Trustee.
The
Trustee hereby agrees and covenants to:
(a) Hold
the
Property in trust for the Beneficiaries in accordance with the terms of this
Agreement in a segregated trust account (the “Trust
Account”)
established by the Trustee with [ ];
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;
(c) In
a
timely manner, upon the written instruction of the Company, to invest and
reinvest the Property in any Government Security or in money market funds
selected by the Company meeting the conditions specified in Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended, as determined
by the Company. As used herein, “Government
Security”
means
any Treasury Xxxx issued by the United States, having a maturity of one hundred
and eighty days or less or any open ended investment company selected by the
Company and registered under the Investment Company Act of 1940 that holds
itself out as a money market fund meeting the conditions of paragraphs (c)(2),
(c)(3) and (c)(4) under Rule 2a-7 promulgated under the Investment Company
Act
of 1940 as determined by the Company;
(d) Collect
and receive, when due, all principal and income arising from the Property,
which
shall become part of the Property, as such term is used herein;
(e) Promptly
notify the Company and FBW of all communications received by it with respect
to
any Property requiring action by the Company;
(f) Supply
any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns for the Trust
Account or the Company;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company and/or
FBW
to do so;
(h) Render
to
the Company and to FBW, and to such other person as the Company may instruct,
monthly written statements of the activities of and amounts in the Trust Account
reflecting all receipts and disbursements of the Trust Account;
(i) If
there
is any income or other tax obligation relating to the income from the Property
in the Trust Account, then, from time to time, at the written instruction of
the
Company, the Trustee shall promptly to the extent there is not sufficient cash
in the Trust Account to pay such tax obligation, liquidate such assets held
in
the Trust Account as shall be designated by the Company in writing;
and
(j) Commence
liquidation of and/or make payments from the Trust Account (including to
accounts of Company shareholders whose securities have been purchased by the
Company or its affiliates) only after and promptly after receipt of, and only
in
accordance with, the terms of a letter (“Termination
Letter”),
in a
form substantially similar to that attached hereto as either Exhibit
A
or
Exhibit
B
hereto,
signed on behalf of the Company by its President or Chairman of the Board and
Secretary or Assistant Secretary or other authorized officer of the Company,
and
complete the liquidation of and/or make payments from the Trust Account and
distribute the Property in the Trust Account only as directed in the Termination
Letter and the other documents referred to therein; provided,
however,
that in
the event that a Termination Letter in a form substantially similar to that
attached hereto as either Exhibit
A
has not
been received by the Trustee by the 24-month anniversary of the effective date
of the Registration Statement (“Last
Date”),
the
Trust Account shall be liquidated in accordance with the procedures set forth
in
the Termination Letter attached as Exhibit
B
hereto
and distributed to the Shareholders of record on the Last Date. In all cases,
the Trustee shall provide FBW with a copy of any Termination Letters and/or
any
other correspondence that it receives with respect to any proposed withdrawal
from the Trust Account promptly after it receives same. Except as provided
for
in Section 7(c), the provisions of this Section 1(j) may not be modified,
amended or deleted under any circumstances.
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2. Limited
Distributions of Income on Property.
(a) If
there
is any income tax obligation relating to the income from the Property in the
Trust Account, or if there is any franchise or other tax obligation to which
the
Company is subject, then, at the written instruction of the Company, the Trustee
shall disburse to the Company or the Internal Revenue Service or other taxing
authority, as applicable, by wire transfer or check (as directed by the Company
in its instruction letter), out of the Property in the Trust Account, the amount
indicated by the Company as required to pay income, franchise or other taxes
and
disburse to the Company by wire transfer out of the Property in the Trust
Account, the amount indicated by the Company as owing in respect of such
taxes.
(b) Unless
and until an acquisition by the Company, through a share reconstruction or
amalgamation, capital stock exchange, asset or stock acquisition of, contractual
control arrangement or similar business combination with, one or more operating
businesses or assets, as more fully described in the prospectus forming a part
of the Registration Statement (a “Business
Combination”)
is
consummated, the proceeds held in the Trust Account will not be available for
the Company’s use for any expenses related to the IPO or expenses which the
Company may incur related to the investigation and selection of a target
business, except that in order to fun the Company’s working capital (including
expenses in seeking Business Combinations, and potentially, the costs of the
Company’s liquidation and dissolution), the Company will be permitted to draw,
as earned, up to 75% of the cumulative interested earned on the funds held
in
the Trust Account, after taxes, per month for the first 12 months following
the
consummation of the IPO, and thereafter 50% of the cumulative interest earned
on
the funds held in the Trust Account per month, after taxes; provided,
however,
if the
Underwriters’ over-allotment option in connection with the IPO is exercised in
full, the Company will not be permitted to draw such amounts until $168,000
(or
a lesser amount if less than the full over-allotment option is exercised,
pro-rata based on the amount of the over-allotment exercised) of interest has
been earned on the Trust Account with the resulting effect that there shall
be a
minimum of $7.84 per Unit held in the Trust Account. The Company will be
permitted to draw no more than an aggregate of $2,000,000 of such
interest.
(c) Upon
receipt of the Termination Letter, the Trustee shall liquidate the Trust Account
and make distributions and/or payments as directed by the Company in accordance
with Section 1(j).
(d) Except
as
provided in this Section 2, no other distributions from the Trust Account shall
be permitted.
3. Agreements
and Covenants of the Company.
The
Company hereby agrees and covenants:
(a) To
provide all instructions to the Trustee hereunder in writing, signed by the
Company’s Chief Executive Officer. In addition, except with respect to its
duties under paragraphs 1(i) and 1(j), the Trustee shall be entitled to rely
on,
and shall be protected in relying on, any verbal or telephonic advice or
instruction which it in good faith believes to be given by any one of the
persons authorized above to give written instructions, provided that the Company
and/or FBW shall promptly confirm such instructions in writing;
(b) Subject
to the provisions of Section 5 hereof, to hold the Trustee harmless and
indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or loss suffered by the Trustee
in
connection with any action, suit or other proceeding brought against the Trustee
involving any claim, or in connection with any claim or demand which in any
way
arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any income earned from investment of the Property,
except for expenses and losses resulting from the Trustee’s gross negligence or
willful misconduct. Promptly after the receipt by the Trustee of notice of
demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this paragraph,
it
shall notify the Company in writing of such claim (hereinafter referred to
as
the “Indemnified
Claim”).
The
Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim, provided that the Trustee shall obtain the consent of
the Company with respect to the selection of counsel, which consent shall
not be unreasonably withheld. The Trustee may not agree to settle any
Indemnified Claim without the prior written consent of the Company.
The Company may participate in such action with its own counsel at its own
expense;
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(c) Pay
the
Trustee an initial acceptance fee, an annual fee and a transaction processing
fee for each disbursement made pursuant to Sections 1(i) and 2(b) as set forth
on Schedule
A
hereto,
which fees shall be subject to modification by the parties from time to time.
It
is expressly understood that the Property shall not be used to pay such fees
and
further agreed that said transaction processing fees shall be deducted by the
Trustee from the disbursements made to the Company pursuant to Section 2(b).
The
Company shall pay the Trustee the initial acceptance fee and first year’s fee at
the consummation of the IPO and thereafter on the anniversary of the Effective
Date. The Trustee shall refund to the Company the annual fee (on a pro rata
basis) with respect to any period after the liquidation of the Trust Account.
The Company shall not be responsible for any other fees or charges of the
Trustee except as set forth in this Section 3(c) and as may be provided in
Section 3(b) hereof (it being expressly understood that the Property shall
not
be used to make any payments to the Trustee under such Sections);
(d) That,
in
the event the Company consummates a Business Combination and the Trust Account
is liquidated in accordance with Section 1(j) hereof, the Trustee or another
independent party designated by FBW shall act as the inspector of election
to
certify the results of the Public Shareholder vote;
(e) That
the
Company’s Chief Executive Officer to certify the following (wherever
applicable): (1) prior to the Last Date, the Company has entered into a Business
Combination with a target business, the terms of which are consistent with
the
requirements set forth in the Registration Statement; and (2) the Board of
Directors (the “Board”)
pursuant to the unanimous written consent of the Board has approved the Business
Combination. A copy of such consent and the definitive agreement relating to
the
Business Combination so approved shall be attached to such certificate;
(f) In
connection with any vote of the Public Shareholders regarding a Business
Combination, provide to the Trustee an affidavit or certificate of a firm
regularly engaged in the business of soliciting proxies and tabulating Public
Shareholder votes (which firm may be the Trustee) verifying the vote of the
Public Shareholders regarding such Business Combination; and
(g) Within
five business days after the Underwriters’ over-allotment option (or any
unexercised portion thereof) expires or is exercised in full, to provide the
Trustee notice in writing (with a copy to the Underwriters) of the total amount
of the Deferred Compensation, which shall in no event be less than
$1,680,000.
4. Limitations
of Liability.
The
Trustee shall have no responsibility or liability to:
(a) Take
any
action with respect to the Property, other than as directed in Sections 1 and
2
hereof and the Trustee shall have no liability to any party except for liability
arising out of its own gross negligence or willful misconduct;
(b) Institute
any proceeding for the collection of any principal and income arising from,
or
institute, appear in or defend any proceeding of any kind with respect to,
any
of the Property unless and until it shall have received written instructions
from the Company given as provided herein to do so and the Company shall have
advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;
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(c) Change
the investment of any Property, other than in compliance with Section
1(c);
(d) Refund
any depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such
authority to the Trustee;
(f) The
other
parties hereto or to anyone else for any action taken or omitted by it, or
any
action suffered by it to be taken or omitted, in good faith and in the exercise
of its own best judgment, except for its gross negligence or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee), statement, instrument, report or other paper
or
document (not only as to its due execution and the validity and effectiveness
of
its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be
genuine and to be signed or presented by the proper person or persons. The
Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the proper
party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;
(g) Verify
the correctness of the information set forth in the Registration Statement
or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement, unless an officer
of the Trustee has actual knowledge thereof, written notice of such event is
sent to the Trustee or as otherwise required under Section 1(j)
hereof;
(h) Pay
any
taxes on behalf of the Trust Account (it being expressly understood that the
Trustee’s sole obligation with respect to taxes shall be to issue the checks
with respect thereto provided for by Section 2(a) hereof); and
(i) Verify
calculations, qualify or otherwise approve Company requests for distributions
pursuant to Section 1(i), 2(a) or 2(b) above.
5. No
Right of Set-Off.
The
Trustee waives any right of set-off or any right, title, interest or claim
of
any kind that the Trustee may have against the Property held in the Trust
Account. In the event the Trustee has a claim against the Company under this
Agreement, including, without limitation, under Section 3(b), the Trustee will
pursue such claim solely against the Company and not against the Property held
in the Trust Account.
6. Termination.
This
Agreement shall terminate as follows:
(a) If
the
Trustee gives written notice to the Company that it desires to resign under
this
Agreement, the Company shall use its reasonable efforts to locate a successor
trustee during which time the Trustee shall continue to act in accordance with
the terms of this Agreement. At such time the Company notifies the Trustee
that
a successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including, but not
limited to, the transfer of copies of the reports and statements relating to
the
Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event the Company does not locate a successor trustee within ninety
days of receipt of the resignation notice from the Trustee, the Trustee may,
but
shall not be obligated to, submit an application to have the Property deposited
with the United States District Court for the Southern District of New York
and
upon such deposit, the Trustee shall be immune from any liability whatsoever
that arises due to any actions or omissions to act by any party after such
deposit; or
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(b) At
such
time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Section 1(j) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Section 3(b).
7. Miscellaneous.
(a) The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from
the
Trust Account. Upon receipt of written instructions, the Trustee will confirm
such instructions with an Authorized Individual at an Authorized Telephone
Number listed on the attached Exhibit
C.
The
Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must
notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such information, or of any change in its
authorized personnel. In executing funds transfers, the Trustee will rely upon
account numbers or other identifying numbers of a beneficiary, beneficiary’s
bank or intermediary bank, rather than names. The Trustee shall not be liable
for any loss, liability or expense resulting from any error in an account number
or other identifying number, provided it has accurately transmitted the numbers
provided.
(b) This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of New York, without giving effect to conflict of laws
principles that would result in the application of the substantive laws of
another jurisdiction. It may be executed in several counterparts, each one
of
which shall constitute an original, and together shall constitute but one
instrument. Facsimile signatures shall constitute original signatures for all
purposes of this Agreement.
(c) This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. This Agreement or any provision
hereof may only be changed, amended or modified by a writing signed by each
of
the parties hereto; provided,
however,
that no
such change, amendment or modification may be made without the prior written
consent of FBW, who, along with each other Underwriter, the parties
specifically agree, is and shall be a third party beneficiary for purposes
of this Agreement; and,
provided further,
that
any amendment to Section 1(j) shall require the vote or consent of holders
of
95% of the shares of Common Stock held by the Public Shareholders, it being
the
specific intention of the parties hereto that each Public Shareholder is and
shall be a third-party beneficiary of this Section 7(c) with the same right
and
power to enforce this Section 7(c) as either of the parties hereto. For purposes
of this Section 7(c), the “consent of 95% of the Public Shareholders” shall mean
receipt by the Trustee of a certificate from an entity certifying that: (i)
such
entity regularly engages in the business of serving as inspector of elections
for companies whose securities are publicly traded, and (ii) either (a) 95%
of
the Public Shareholders have voted in favor of such amendment or modification
or
(b) 95% of the Public Shareholders have delivered to such entity a signed
writing approving such amendment or modification. As to any claim, cross-claim
or counterclaim in any way relating to this Agreement, each party waives the
right to trial by jury.
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(d) The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the State and County of New York for purposes of resolving
any
disputes hereunder. The parties hereto irrevocably submit to such jurisdiction,
which jurisdiction shall be exclusive, and hereby waive any objection to such
exclusive jurisdiction and accept such venue, and waive any objection that
such
courts represent an inconvenient forum.
(e) Any
notice, consent or request to be given in connection with any of the terms
or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:
if
to the
Trustee, to:
American
Stock Transfer & Trust Company
0000-00xx
Xxxxxx
Xxxxxxxx,
Xxx Xxxx 00000
Attn:
[
]
Fax
No.:
[ ]
if
to the
Company, to:
Xxxx
000,
4/F Aetna Tower
000
Xxxxx
Xxxx
Xxxxxxxx,
000000, Xxxxx
Attn:
Fax
No.:
[ ]
in
either
case with a copy to:
Xxxxxx,
Xxxxx Xxxxx Incorporated
000
Xxxxx
Xxxxxx
Xxxxxxxxx,
XX 00000
Attn:
Xxxxxxx Xxxxx
Fax
No.:
___________________
and
Ellenoff
Xxxxxxxx & Schole LLP
000
Xxxx
00xx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxx X. Xxxxxxxx, Esq.
Fax
No.:
(000) 000-0000
a
and
Xxxxxxx
Xxxxxx LLP
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx X. Xxxxxx, Esq.
Fax:
(000) 000-0000
7
(f) This
Agreement may not be assigned by the Trustee without the prior written consent
of the Company and FBW.
(g) Each
of
the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges
and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds
in
the Trust Account under any circumstance. The Trustee hereby consents to the
inclusion of American Stock Transfer & Trust Company in the Registration
Statement and other materials relating to the IPO.
8. Third
Party Beneficiaries.
For so
long as the proceeds of the IPO and/or Private Placement are held in the Trust
Account, FBW on behalf of the Underwriters are third party beneficiaries with
respect to this Agreement and shall be entitled to enforce the terms of this
Agreement to the same extent as if they were parties to this Agreement.
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management
Trust
Agreement as of the date first written above.
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AMERICAN STOCK TRANSFER & TRUST COMPANY,
as
Trustee
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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8
EXHIBIT
A
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer & Trust Company
0000-00xx
Xxxxxx
Xxxxxxxx,
Xxx Xxxx 00000
Attn:
[ ]
Re:
Trust
Account No. [ ] Termination Letter
Gentlemen:
Pursuant
to Section 1(j) of the Investment Management Trust Agreement between
China
Growth Alliance Ltd.
(“Company”) and American Stock Transfer & Trust Company (“Trustee”), dated
as of [ ],
2008 (“Trust
Agreement”), this is to advise you that the Company has entered into an
agreement (“Business Agreement”) with __________________ (“Target Business”) to
consummate a business combination with Target Business (“Business Combination”)
on or about [_______]. The Company shall notify you at least 48 hours in advance
of the actual date of the consummation of the Business Combination
(“Consummation Date”). Capitalized words used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement.
In
accordance with paragraph _____ of Article _ of the Amended and Restated
Memorandum and Articles of Association of the Company, the Business Combination
has been approved by the Shareholders of the Company and by the Public
Shareholders holding a majority of the IPO Shares cast at the meeting relating
to the Business Combination, and Public Shareholders holding less than 30%
of
the Ordinary Shares included in the Units in the IPO have voted against the
Business Combination and given notice of exercise of their redemption rights
described in paragraph __ of Article ____of the Amended and Restated Memorandum
and Articles of Association of the Company. Pursuant to Section 3(f) of the
Trust Agreement, we are providing you with [an affidavit] [a certificate] of
__________, which verifies the vote of the Company’s Shareholders in connection
with the Business Combination. In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence liquidation of the Trust Account
to the effect that, on the Consummation Date, all of funds held in the Trust
Account will be immediately available for transfer to the account or accounts
(including the accounts of Company shareholders whose securities have been
purchased by the Company or its affiliates) that the Company shall direct in
writing on the Consummation Date.
On
the
Consummation Date (i) counsel for the Company shall deliver to you written
notification that the Business Combination has been consummated or will,
concurrently with your transfer of funds to the accounts as directed by the
Company, be consummated, and (ii) the Company shall deliver to you written
instructions with respect to the transfer of the funds held in the Trust Account
(“Instruction Letter”). You are hereby directed and authorized to transfer the
funds held in the Trust Account immediately upon your receipt of the counsel’s
letter and the Instruction Letter in accordance with the terms of the
Instruction Letter. In the event that certain deposits held in the Trust Account
may not be liquidated by the Consummation Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such
funds should remain in the Trust Account and be distributed after the
Consummation Date to the Company or be distributed immediately and the penalty
incurred. Upon the distribution of all the funds in the Trust Account pursuant
to the terms hereof, the Trust Agreement shall be terminated.
A-1
In
the
event that the Business Combination is not consummated on the Consummation
Date
described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then the funds held
in
the Trust Account shall be reinvested as provided in the Trust Agreement on
the
business day immediately following the Consummation Date as set forth in the
notice.
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Very
truly yours,
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CHINA
GROWTH ALLIANCE, LTD.
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By:
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Name:
Title
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cc:
Xxxxxx, Xxxxx Xxxxx, Incorporated
A-2
EXHIBIT
B
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer & Trust Company
0000-00xx
Xxxxxx
Xxxxxxxx,
Xxx Xxxx 00000
Attn:
[ ]
Re:
Trust
Account No. [ ] Termination Letter
Gentlemen:
Pursuant
to paragraph 1(j) of the Investment Management Trust Agreement between China
Growth Alliance Ltd. (“Company”) and American Stock Transfer & Trust Company
(“Trustee”), dated as of [
],
2008
(“Trust Agreement”), this is to advise you that the Company has been unable
to effect a Business Combination (as defined in the Trust Agreement) with a
target company within the time frame specified in the Amended and Restated
Memorandum and Articles of Association of the Company, as described in the
Company’s prospectus relating to its initial public offering.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation and distribution of the Trust Account as promptly as
practicable to the Shareholders of record on the Last Date (as defined in the
Trust Agreement). The record date shall be within ten (10) days of the date
of
this letter or as soon as thereafter is reasonably practicable and legally
permissible. You will notify the Company in writing as to when all of the
funds in the Trust Account will be available for immediate transfer (“Transfer
Date”) in accordance with the terms of the Trust Agreement and the Amended and
Restated Memorandum and Articles of Association of the Company. You shall
commence distribution of such funds in accordance with the terms of the Trust
Agreement and the Amended and Restated Memorandum and Articles of Association
of
the Company and you shall oversee the distribution of such funds. Upon the
payment of all the funds in the Trust Account, your obligations under the Trust
Agreement shall be terminated.
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Very
truly yours,
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CHINA
GROWTH ALLIANCE, LTD.
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By:
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Name:
Title
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cc:
Xxxxxx, Xxxxx Xxxxx, Incorporated
B-1
EXHIBIT
C
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AUTHORIZED
INDIVIDUAL(S)
FOR
TELEPHONE CALL BACK
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AUTHORIZED
TELEPHONE
NUMBER(S)
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Company:
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Xxxx
000, 4/F Aetna Tower
000
Xxxxx Xxxx
Xxxxxxxx,
000000, Xxxxx
Attn:
Xxx Xxxx, Chairman and Co- Chief Executive Officer
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[ ]
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Underwriter:
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Xxxxxx,
Xxxxx Xxxxx Incorporated
000
Xxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
Attn:
Xxxxxxx Xxxxx
Fax
No.: ___________________
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[ ]
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Trustee:
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American
Stock Transfer & Trust Company
0000-00xx
Xxxxxx
Xxxxxxxx,
Xxx Xxxx 00000
Attn:
[
]
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[ ]
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C-1
SCHEDULE
A
Schedule
of fees pursuant to Section 3(c) of Investment Management Trust
Agreement
between
China Growth Alliance Ltd. and
American
Stock Transfer & Trust Company
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Fee
Item
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Time
and method of payment
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Amount
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|||||
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Initial
acceptance fee
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Initial
closing of IPO by wire transfer
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$ |
|
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|||
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Annual
fee
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First
year, initial closing of IPO by wire transfer; thereafter on the
anniversary of the effective date of the IPO by wire transfer or
check
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$ |
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|||
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Transaction
processing fee for disbursements to Company under Sections 2(a) and
2(b)
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Deduction
by Trustee from disbursement made to Company under Section 2(b)
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$ |
|
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||
Dated:
[ ],
2008 Agreed:
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By:
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Name:
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Title:
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American
Stock Transfer & Trust Co.
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By:
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|
