Unassociated Document


    Exhibit
      10.1

    


    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

    


    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. 333-149770 (“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 3,040,000 Warrants (the “Private
      Warrants”)
      prior
      to the completion of the IPO for a purchase price of $2,280,000;
      and

    


    WHEREAS,
      Jessup
& Lamont Securities Corporation (“J&L”)
      is
      acting as the lead manager of the underwriters of the IPO (the underwriters,
      collectively with J&L,
      are
      referred to herein as 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,
      $53,730,000 of the net proceeds of the IPO ($61,853,000 if the Underwriters’
over-allotment option is exercised in full) and $2,270,000 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 $0.0004348 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 (“J&L”)
      and
      the Underwriters will be referred to together as the “Beneficiaries”;
      

     

    WHEREAS,
      a
      portion of the Property consists of $2,460,000 (or $2,754,000 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 J.P. Morgan Chase, N.A. or its affiliates in
      London or another non-U.S. jurisdiction;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (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 Bill 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 J&L 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
      J&L to do so;

    


    (h) Render
      to
      the Company and to J&L, 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 J&L 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.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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. 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 J&L 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;


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (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 J&L 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
      $2,460,000.

    


    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;


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    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

    


    (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 J&L, 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.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (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

    6201-15th
      Avenue

    Brooklyn,
      New York 11219

    Attn:
      [              
]

    Fax
      No.: [              
]

    


    if
      to the
      Company, to:

    


    China
      Growth Alliance Ltd.

    Room
      409,
      4/F Aetna Tower

    107
      Zunyi
      Road

    Shanghai,
      200051, China

    Attn:
      

    Fax
      No.:
      [              
]

    


    in
      either
      case with a copy to:

    


    Jesup
      & Lamont Securities Corporation 

    650
      Fifth
      Avenue

    New
      York,
      New York 10019

    Attn:
      Averell W. Satloff

    Fax
      No.:
      ___________________

    


    and

    


    Ellenoff
      Grossman & Schole LLP

    150
      East
      42nd
      Street

    New
      York,
      New York 10017

    Attn:
      Douglas S. Ellenoff, Esq.

    Fax
      No.:
      (212) 370-7889

    a

    and


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    Gersten
      Savage LLP

    600
      Lexington Avenue

    New
      York,
      New York 10022

    Attn:
      Arthur S. Marcus, Esq.

    Fax:
      (212) 980-5192

    


    (f) This
      Agreement may not be assigned by the Trustee without the prior written consent
      of the Company and J&L.

    


    (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, J&L 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.

     

    
      	
              AMERICAN
                STOCK TRANSFER & TRUST COMPANY, 

            
	
              as
                Trustee

            
	 	 
	
              By:

            	  

	
               

            	Name:  
	
                

            	Title:  
	 	
               

            
	
              CHINA
                GROWTH ALLIANCE LTD.

            
	 	 
	
              By:

            	  

	
               

            	Name: 
	
                  

            	Title:


    

        

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    American
      Stock Transfer & Trust Company

    6201-15th
      Avenue

    Brooklyn,
      New York 11219

    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.

     

    
      	
              Very
                truly yours,

            
	
               

            	
               

            
	
              CHINA
                GROWTH ALLIANCE, LTD.

            
	 	 
	
              By:

            	  

	
               

            	
              Name:

              Title

            


    

     

    cc:
      Jessup & Lamont Securities Corporation

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    American
      Stock Transfer & Trust Company

    6201-15th
      Avenue

    Brooklyn,
      New York 11219

    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.

     

    
      	
              Very
                truly yours,

            
	
               

            	
               

            
	
              CHINA
                GROWTH ALLIANCE, LTD.

            
	 	 
	
              By:

            	  

	
               

            	
              Name:

              Title

            


    

     

    cc:
      Jessup & Lamont Securities Corporation


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      C

    


    
      	
              AUTHORIZED
                INDIVIDUAL(S)

              FOR
                TELEPHONE CALL BACK

            	
               

            	
              AUTHORIZED

              TELEPHONE
                NUMBER(S)

            
	
               

            	
               

            	
               

            
	
              Company:

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              China
                Growth Alliance Ltd.

              Room
                409, 4/F Aetna Tower

              107
                Zunyi Road

              Shanghai,
                200051, China

              Attn:
                Bin Zhou, Chairman and Co- Chief Executive Officer

            	
               

            	
               [                            
                ]

            
	
               

            	
               

            	
               

            
	
              Underwriter:

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              Jesup
                & Lamont Securities Corporation 

              650
                Fifth Avenue

              New
                York, New York 10019

              Fax
                No.: ___________________

            	
               

            	
              
                 [                            
                  ]

              

            
	
               

            	
               

            	
               

            
	
              Trustee:

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              American
                Stock Transfer & Trust Company

              6201-15th
                Avenue

              Brooklyn,
                New York 11219

              Attn:
                [                   
                ]

            	
               

            	
              
                 [                            
                  ]

              

            


    

     

    
      
        
        

      

      
        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

     

    
      
        	
                Fee
                  Item

              	 	
                Time
                  and method of payment 

              	 	
                Amount

              	 
	
                Initial
                  acceptance fee

              	 	Initial
                closing of IPO by wire transfer 	 	
                $

              	
                [1,000

              	
                ]

              
	
                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	 	
                $

              	
                [3,000

              	
                ]

              
	
                Transaction
                  processing fee for disbursements to Company under Sections 2(a)
                  and
                  2(b)

              	 	Deduction
                by Trustee from disbursement made to Company under Section 2(b)	
                 

              	
                $

              	
                [250

              	
                ]

              


      

    

    


    
      	
              Dated:
                [                
                ], 2008

            	
              Agreed:

            
	 	 
	 	
              China
                Growth Alliance Ltd.

            
	 	 	 
	 	
              By:
                

            	   

	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              American
                Stock Transfer & Trust Co.

            
	 	 	 
	 	
              By:

            	  

	 	 	
              Authorized
                Officer