[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]