Exhibit
      10.6

    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of ___________, 2008 by and between New Asia Partners
      China
      I Corporation (the “Company”) and Continental Stock Transfer & Trust Company
      (“Trustee”).

     

    WHEREAS,
      the Company’s registration statement on Form S-1, No. 333-148612
      (“Registration Statement”), for its initial public offering of securities
      (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by
      the Securities and Exchange Commission (capitalized terms used herein and not
      otherwise defined shall have the meanings set forth in the Registration
      Statement); and

     

    WHEREAS,
      Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and Morgan Joseph & Co. Inc.
      (“Morgan Joseph”) are acting as the representatives of the underwriters in the
      IPO; and

     

    WHEREAS,
      as described in the Registration Statement, and in accordance with the Company’s
      Amended and Restated Certificate of Incorporation, $30,000,000 of the net
      proceeds of the IPO and sale of the Insider Warrants (or $34,320,000 if the
      underwriters’ over-allotment option is exercised in full) will be delivered to
      the Trustee to be deposited and held in a trust account for the benefit of
      the
      Company and the holders of the Company’s common stock, par value $.0001 per
      share, issued in the IPO as hereinafter provided (the amount to be delivered
      to
      the Trustee will be referred to herein as the “Property”, the stockholders for
      whose benefit the Trustee shall hold the Property will be referred to as the
      “Public Stockholders,” and the Public Stockholders and the Company will be
      referred to together as the “Beneficiaries”); and

     

    WHEREAS,
      pursuant to the Underwriting Agreement among the Company, Ladenburg and Morgan
      Joseph, on behalf of the underwriters, a portion of the Property equal to
      $900,000 (or the amount specified in a notice pursuant to paragraph 3(f) hereof)
      is attributable to deferred underwriting commissions that will become payable
      by
      the Company to Ladenburg and Morgan Joseph upon the consummation of an Initial
      Business Combination (as defined in the Registration Statement) (the “Deferred
      Discount”); 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;

     

    IT
      IS
      AGREED:

     

    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 (“Trust Account”) established by the
      Trustee;

     

    (b)  Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c)  In
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in United States “government securities” within the meaning of Section
      2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days
      or
      less, and/or in any open ended investment company registered under the
      Investment Company Act of 1940 that holds itself out as a money market fund
      selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3)
      and
      (c)(4) of 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)  Notify
      the Company, Ladenburg and Morgan Joseph 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;

     

    (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, Ladenburg
      and/or Morgan Joseph to do so;

     

    (h)  Render
      to
      the Company, Ladenburg, Morgan Joseph 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;
      and

     

    (i)  Commence
      liquidation of the Trust Account 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 Chief Executive Officer,
      President or Chairman of the Board and Corporate Secretary or other authorized
      officer of the Company, and complete the liquidation of 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 has not been received by the Trustee by
      the
      close of business on the “business day” that is the 36-month anniversary of the
      effective date of the Registration Statement (the “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
      stockholders of record on the Last Date. The provisions of this Section 1(i)
      may
      not be modified, amended or deleted under any circumstances.

     

    2.  Limited
      Distributions of Income from Trust Account.

     

    (a)  Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit C, the Trustee shall
      distribute to the Company the amount requested by the Company to cover any
      tax
      obligation owed by the Company;

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    (b)  Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit D, the Trustee shall
      distribute to the Company by means of a bank wire transfer, the amount requested
      by the Company to cover expenses related to investigating and selecting a target
      business and other working capital requirements; provided, however, that the
      aggregate amount of all such distributions (excluding amounts distributed
      pursuant to Section 2(a) above) shall not exceed $700,000 and the Company will
      not be allowed to withdraw interest income earned on the Trust Account unless
      there is sufficient funds available to pay the Company’s tax obligations on such
      interest income or otherwise then due at that time; and

     

    (c)  The
      limited distributions referred to in Sections 2(a) and 2(b) above shall be
      made
      only from income collected on the Property. Except as provided in Section 2(a)
      and 2(b) above, no other distributions from the Trust Account shall be permitted
      except in accordance with Section 1(i) hereof.

     

    3.  Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants to:

     

    (a)  Give
      all
      instructions to the Trustee hereunder in writing, signed by the Company’s
      Chairman of the Board or President or other authorized officer. In addition,
      except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above,
      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 shall promptly confirm such instructions
      in writing;

     

    (b)  In
      all
      cases, the Company shall provide Ladenburg and Morgan Joseph with a copy of
      any
      Termination Letters and/or any other correspondence that it sends to the Trustee
      with respect to any proposed withdrawal from the Trust Account promptly after
      it
      issues same.

     

    (c)  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, which consent shall not be unreasonably
      withheld. The Company may participate in such action with its own
      counsel;

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

       

    

    (d)  Pay
      the
      Trustee an initial acceptance fee, an annual fee and a transaction processing
      fee for each disbursement made pursuant to Section 2 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 unless and until it is distributed to the Company pursuant to Section
      2.
      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 Fund.
      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, except to the extent it is distributed to the Company pursuant to
      Section 2);

     

    (e)  In
      connection with any vote of the Company’s stockholders regarding a Business
      Combination or an Extension Period (as described in the Registration Statement),
      provide to the Trustee an affidavit or certificate of a firm regularly engaged
      in the business of soliciting proxies and/or tabulating stockholder votes
      verifying the vote of the Company’s stockholders regarding such Business
      Combination; and

     

    (f)   Within
      five business days after Ladenburg’s and Morgan Joseph’s over-allotment option
      (or any unexercised portion thereof) expires or is exercised in full, provide
      the Trustee with
      a notice
      in writing (with a copy to Ladenburg and Morgan Joseph) of the total amount
      of
      the Deferred Discount, which shall in no event be less than $900,000.
A
      business day shall be any day that is not a Saturday, Sunday or other day on
      which banks are required or authorized by law to be closed in the City of New
      York.

     

    4.  Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

     

    (a)  Imply
      obligations, perform duties, inquire or otherwise subject to the provisions
      of
      any agreement or document other than this agreement and that which is expressly
      set forth herein;

     

    (b)  Take
      any
      action with respect to the Property, other than as directed in paragraphs 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;

     

    (c)  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 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;

     

    (d)  Change
      the investment of any Property, other than in compliance with paragraph
      1(c);

     

    (e)  Refund
      any depreciation in principal of any Property;

     

    (f)  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;

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

       

    

    (g)  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;

     

    (h)  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; and

     

    (i)  File
      information returns with the United States Internal Revenue Service and payee
      statements with the Company, documenting the taxes payable by the Company,
      if
      any, relating to interest earned on the Property. Prepare, execute and file
      tax
      reports, income or other tax returns and pay any taxes with respect to income
      and activities relating to the Trust Account, regardless of whether such tax
      is
      payable by the Trust Account or the Company (including but not limited to income
      tax obligations), it being expressly understood that as set forth in Section
      2(a), if there is any income or other tax obligation relating to the Trust
      Account or the Property in the Trust Account, as determined from time to time
      by
      the Company and regardless of whether such tax is payable by the Company or
      the
      Trust, at the written instruction of the Company, the Trustee shall make funds
      available in cash from the Property in the Trust Account an amount specified
      by
      the Company as owing to the applicable taxing authority, which amount shall
      be
      paid directly to the Company by electronic funds transfer, account debit or
      other method of payment, and the Company shall forward such payment to the
      taxing authority;

     

    (j)  Verify
      calculations, qualify or otherwise approve Company requests for distributions
      pursuant to Section 1(i), 2(a) or 2(b) above.

     

    5.  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. At such time that 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
      that the Company does not locate a successor trustee within ninety days of
      receipt of the resignation notice from the Trustee, the Trustee may submit
      an
      application to have the Property deposited with any court in the State of New
      York or 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; or

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

       

    

    (b)  At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of paragraph 1(i) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Paragraph 3(b).

     

    6.  Miscellaneous.

     

    (a)  The
      Company and the Trustee each acknowledge that 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 conflicts of law
principles
      that would result in the application of the substantive laws of another
      jurisdiction. It may be executed in several original or facsimile counterparts,
      each one of which shall constitute an original, and together shall constitute
      but one instrument.

     

    (c)  This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. Except for Section 1(i) (which may
      not be amended under any circumstances), 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 Ladenburg and
      Morgan Joseph. As to any claim, cross—claim or counterclaim in any way relating
      to this Agreement, each party waives the right to trial by jury.

     

    (d)  The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York, Borough of Manhattan, for purposes of
      resolving any disputes hereunder.

     

    (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:

            	 	
              Continental
                Stock Transfer & Trust Company

              17
                Battery Place

              New
                York, New York 10004

              Attn:
                Steven G. Nelson

              Fax
                No.: (212) 509-5150

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    
      	
              if
                to the Company, to:

            	 	
              New
                Asia Partners China I Corporation

              1401-02
                China Insurance Building

              166
                Lu Jia Zui Dong Lu

              Pudong,
                Shanghai, 200120, China

              Attn:
                Chief Executive Officer

              Fax
                No.: 8621-5879-8153

            
	
               

            	 	 
	
              in
                either case with a copy to:

            	 	
              Ladenburg
                Thalmann & Co. Inc.

              4400
                Biscayne Blvd.

              14th
                Floor

              Miami,
                Florida 33137

              Attn:
                James Cassel

              Fax
                No.: (305) 572-4220

            
	
              and:

            	 	 
	 	 	
              Morgan
                Joseph & Co. Inc.

              600
                Fifth Avenue, 19th
                Floor (HQ)

              New
                York, New York 10020

              Attn:
                Tina Pappas

              Fax
                No.: (212) 218-3760

            


    

     

    (f)  This
      Agreement may not be assigned by the Trustee without the prior consent of the
      Company, Ladenburg and Morgan Joseph.

     

    (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.

     

    (h)  Each
      of
      the Company and the Trustee hereby acknowledge that Ladenburg and Morgan Joseph
      are third party beneficiaries of this Agreement.

     

    [SIGNATURES
      ON FOLLOWING PAGE]

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    
      
        
          	
                   

                	
                  CONTINENTAL
                    STOCK TRANSFER & TRUST COMPANY, as Trustee

                
	
                   

                	
                   

                	
                   

                
	 	 	 
	
                   

                	
                  By:

                	
                   

                
	
                   

                	 	
                  Name:
                    Steven G.  Nelson

                
	
                   

                	 	
                  Title:
                    President and Chairman

                
	 	 	 
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  NEW
                    ASIA PARTNERS CHINA I CORPORATION

                
	
                   

                	
                   

                	
                   

                
	 	 	 
	
                   

                	
                  By:

                	
                   

                
	
                   

                	 	
                  Name:
                    

                
	
                   

                	 	
                  Title:
                    

                


        

      

    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      A

     

    
      	
              Fee
                Item

            	 	
              Time
                and method of payment

            	 	
              Amount

            	 
	 	 	 	 	 	 
	
              Initial
                acceptance fee

            	 	Initial
              closing of IPO by wire transfer	 	
              $

            	
              [_____]

            	
               

            
	 	 	 	 	 	 	 
	
              Annual
                fee

            	 	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	 	
              $

            	
              [_____]

            	
               

            
	 	 	 	 	 	 	 
	
              Transaction
                processing fee for disbursements to Company under Section
                2

            	 	Deduction
              by Trustee from accumulated income following disbursement made to Company
              under Section 2	 	
              $

            	
              [_____]

            	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    [Letterhead
      of Company]

    [Insert
      date]

     

    Continental
      Stock Transfer

    &
      Trust Company

    17
      Battery Place

    New
      York
      New York 10004

    Attn:
      Steven Nelson

     

    Re:
      Trust Account No. Termination Letter

     

    Gentlemen:

     

    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between New
      Asia
      Partners China I Corporation (“Company”) and Continental 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 [insert
      date]. The Company shall notify you at least 48 hours in advance of the actual
      date of the consummation of the Business Combination (“Consummation
      Date”).

     

    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 that the Company shall direct
      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 (“Counsel’s
      Letter”) (ii) the Company shall deliver to you (a) [an affidavit] [a
      certificate] of __________________which verifies the vote of the Company’s
      stockholders in connection with the Business Combination and (b) written
      instructions with respect to the transfer of the funds held in the Trust Account
      other than the Deferred Discount (“Instruction Letter”) and (iii) Ladenburg and
      Morgan Joseph shall deliver to you written instructions for delivery of the
      Deferred Discount. 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, (a) to Ladenburg and Morgan Joseph in an amount
      equal to the Deferred Discount as so directed by them, and (b) the remainder
      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
      distributed after the Consummation Date to the Company. Upon the distribution
      of
      all the funds in the Trust Account pursuant to the terms hereof, the Trust
      Agreement shall be terminated and the Trust Account closed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    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 upon the Trustee’s
      receipt of a written request from the Company, the funds held in the Trust
      Account shall be reinvested as provided in the Trust Agreement on the business
      day immediately following the original Consummation Date as set forth in the
      notice.

    


    
      	 	
              Very
                truly yours,

            	 
	 	
               

            	 	 
	 	
              NEW
                ASIA PARTNERS CHINA I CORPORATION

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 
	 
	 	 	
              Name:
                

            	 
	 	 	
              Title:
                

            	 


    

     

    cc: Ladenburg
      Thalmann & Co. Inc.

    cc: Morgan
      Joseph & Co. Inc.


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    [Letterhead
      of Company]

    [Insert
      date]

    Continental
      Stock Transfer

    &
      Trust Company

    17
      Battery Place

    New
      York
      New York 10004

    Attn:
      Steven Nelson

     

    Re:
      Trust Account No. Termination Letter

     

    Gentlemen:

     

    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between New
      Asia
      Partners China I Corporation (“Company”) and Continental 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 with a Target Company within the time frame specified in the
      Company’s Certificate of Incorporation, as described in the Company’s prospectus
      relating to its IPO.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you,
      to
      commence liquidation of the Trust Account as promptly as practicable. The
      Company has appointed [__________________] to serve as its Designated Paying
      Agent; accordingly, you will notify the Company and the “Designated Paying
      Agent” in writing as to when all of the funds in the Trust Account will be
      available for immediate transfer (the “Transfer Date”). The Designated Paying
      Agent shall thereafter notify you as to the account or accounts of the
      Designated Paying Agent that the funds in the Trust Account should be
      transferred to on the Transfer Date so that the Designated Paying Agent may
      commence distribution of such funds in accordance with the Company’s
      instructions. You shall have no obligation to oversee the Designated Paying
      Agent’s distribution of the funds. Upon the payment to the Designated Paying
      Agent of all the funds in the Trust Account, the Trust Agreement shall terminate
      in accordance with the terms thereof.

    

      
        	 	
                Very
                  truly yours,

              	 
	 	 	 	 
	 	
                NEW
                  ASIA PARTNERS CHINA I CORPORATION

              	 
	 	 	 	 
	 	
                By:
                  

              	 	 
	 	 	
                Name:
                  

              	 
	 	 	
                Title:
                  

              	 


      

    

     

    cc: Ladenburg
      Thalmann & Co. Inc.

    cc: Morgan
      Joseph & Co. Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    [Letterhead
      of Company]

    [Insert
      date]

    Continental
      Stock Transfer

    &
      Trust Company

    17
      Battery Place

    New
      York
      New York 10004

    Attn:
      Steven Nelson

     

    Re:
      Trust Account No.

     

    Gentlemen:

     

    Pursuant
      to paragraph 2(a) of the Investment Management Trust Agreement between New
      Asia
      Partners China I Corporation (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of ____________, 2008 (“Trust Agreement”),
      the Company hereby requests that you deliver to the Company $____________ of
      the
      income earned on the Property as of the date hereof. The Company needs such
      funds to pay for the tax obligations as set forth on the attached tax return
      or
      tax statement. In accordance with the terms of the Trust Agreement, you are
      hereby directed and authorized to transfer (via wire transfer) such funds
      promptly upon your receipt of this letter to the Company’s operating account at:
[WIRE
      INSTRUCTION INFORMATION]

     

    
      
        	 	
                Very
                  truly yours,

              	 
	 	
                 

              	 	 
	 	
                NEW
                  ASIA PARTNERS CHINA I CORPORATION

              	 
	 	 	 	 
	 	
                By:
                  

              	 	 
	 	 	
                Name:
                  

              	 
	 	 	
                Title:
                  

              	 


      

    

     

    cc: Ladenburg
      Thalmann & Co. Inc.

    cc: Morgan
      Joseph & Co. Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    [Letterhead
      of Company]

    [Insert
      date]

     

    Continental
      Stock Transfer

    &
      Trust Company

    17
      Battery Place

    New
      York
      New York 10004

    Attn:
      Steven Nelson

     

    Re:
      Trust Account No.

     

    Gentlemen:

     

    Pursuant
      to paragraph 2(b) of the Investment Management Trust Agreement between New
      Asia
      Partners China I Corporation (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of ______________, 2008 (“Trust Agreement”),
      the Company hereby requests that you deliver to the Company $____________ of
      the
      income earned on the Property as of the date hereof, which does not exceed,
      in
      the aggregate with all such prior disbursements pursuant to paragraph 2(b),
      if
      any, the maximum amount set forth in paragraph 2(b). The Company needs such
      funds to pay its expenses relating to investigating and selecting a target
      business and other working capital requirements. In accordance with the terms
      of
      the Trust Agreement, you are hereby directed and authorized to transfer (via
      wire transfer) such funds promptly upon your receipt of this letter to the
      Company’s operating account at:
      [WIRE INSTRUCTION INFORMATION]

    

      
        	 	
                Very
                  truly yours,

              	 
	 	 	 
	 	
                NEW
                  ASIA PARTNERS CHINA I CORPORATION

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	 	 
	 	 	
                Name:
                  

              	 
	 	 	
                Title:
                  

              	 


      

    

     

    cc: Ladenburg
      Thalmann & Co. Inc.

    cc: Morgan
      Joseph & Co. Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      E

     

    
      	
              AUTHORIZED
                INDIVIDUAL(S) FOR

              TELEPHONE
                CALL BACK

            	 	
              AUTHORIZED
                
TELEPHONE
NUMBER(S)

            
	
              Company:

            	 	 
	
              New
                Asia Partners China I Corporation

              1401-02
                China Insurance Building

              166
                Lu Jia Zui Dong Lu

              Pudong,
                Shanghai, 200120, China

              Attn :
                Chief Executive Officer

            	 	
              (86-21)
                5879-8152

            
	
              Trustee:

            	 	 
	
              Continental
                Stock Transfer & Trust Company

              17
                Battery Place

              New
                York, New York 10004

              Attn:
                Steven G. Nelson

            	 	
              (212)
                845-3270