[SHARE EXCHANGE AGREEMENT A-1 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 6 Section 1.1 Definitions 6 Section 1.2 Rules of Construction 11 ARTICLE II SHARE EXCHANGE 12 Section 2.1 Exchange of Honesty Group Shares 12 Section 2.2 Registration Rights 13 13 Section 3.1 Good Title 13 Section 3.2 Organization and Standing 13 Section 3.3 Authority; Execution and] [NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows: 2.1 B-1 2.2 Registration 2.3 2.3.1 Registered Holder 2.3.2 th 2.4 2.5 3.1 3.2 B-2 3.3 Payment 3.3.1 Issuance of Certificates 3.3.2 Valid Issuance 3.3.3 Date of Issuance 3.3.4 3.3.5 B-3 4. Adjustments. Stock Dividends — Split-Ups 4.1 Aggregation of Shares 4.2 Adjustments in] [Thank you for your consideration of these matters. Sincerely, Robert Eu HAMBRECHT ASIA ACQUISITION CORP. NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS To the shareholders of Hambrecht Asia Acquisition Corp.: NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Hambrecht Asia Acquisition Corp. (the “SPAC”, the “Company”, “we” or words of similar import), a company incorporated under] [IMPORTANT NOTICES 2 Entry Into a Material Definitive Agreement On February 12, 2010, Hambrecht Asia Acquisition Corp. (‘‘Hambrecht’’), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Honesty Group Holdings Limited (‘‘Honesty Group’’) and its shareholders Sun Zone Investments Limited and Sze Kit Ting. Under the terms of the Share Exchange Agreement, Hambrecht will acquire all of the]