Unassociated Document


    Exhibit
      10.12

     

    SUBSCRIPTION
      AGREEMENT

     

    This
      SUBSCRIPTION
      AGREEMENT
      (this
“Agreement”)
      made
      as of this ___ day of ______________, 2008 for the benefit of China Growth
      Alliance Ltd., a company incorporated under the laws of the Cayman Islands
      (the
“Company”),
      having its principal place of business at Room 409, 4/F Aetna Tower, 107 Zunyi
      Road, Shanghai 200051, China, by the persons and entities listed on the
      signature pages hereto under the heading “Subscriber” (each, a “Subscriber”).

     

    WHEREAS,
      the
      Company desires to sell an aggregate of 3,040,000 warrants, each exercisable
      for
      one ordinary share of the Company (the “Warrants”;
      such
      shares the “Warrant
      Shares”),
      for a
      per Warrant purchase price of $0.75 (i.e., an aggregate purchase price of
      $2,280,000); and

     

    WHEREAS,
      the
      offer and sale of the Warrants (the “Offering”)
      is
      being made in reliance upon the provisions of Regulation S (“Regulation
      S”)
      promulgated by the Securities and Exchange Commission (the “SEC”)
      under
      the Securities Act of 1933, as amended (the “Securities
      Act”);

     

    NOW,
      THEREFORE,
      for and
      in consideration of the premises and the mutual covenants hereinafter set forth,
      the Company and the Subscriber do hereby agree as follows

     

    1. Agreement
      to Subscribe

     

    1.1 Purchase
      and Issuance of the Warrants.
      Each
      Subscriber is hereby subscribing for the number of Warrants indicated on the
      signature page hereto by the caption, “Number of Warrants Being Subscribed” (the
“Subscriber’s
      Warrants”)
      which
      Subscriber Warrants will be issued to the Subscriber, or his affiliates or
      designees. The aggregate purchase price for such Subscriber’s Warrants (the
“Purchase
      Price”)
      is
      indicated on the signature page hereto by the caption, “Aggregate Purchase
      Price.”

     

    1.2 Delivery
      of the Purchase Price.
      Upon
      execution of this Agreement the undersigned is hereby bound to fulfill its
      obligations hereunder and hereby irrevocably commits to deliver to the Company
      on the date of Closing (as hereinafter defined) the Purchase Price by bank
      check, wire transfer or such other form of payment as shall be acceptable to
      the
      Company, in its sole and absolute discretion, at the Closing. Any such check
      delivered to the Company shall be made payable to the order of “China Growth
      Alliance Ltd.”

     

    1.3 Closing.
      The
      closing of the Offering (the “Closing”),
      shall
      take place at the offices of the Company prior to the effectiveness of the
      Company’s proposed initial public offering of up to 7,000,000 units of Ordinary
      Shares and warrants (the “IPO”).

     

    2. Representations
      and Warranties of the Subscribers

     

    Each
      Subscriber represents and warrants to the Company that:

     

    2.1 No
      Government Recommendation or Approval.
      The
      Subscriber understands that no United States federal or state agency or similar
      agency of any other country, has passed upon or made any recommendation or
      endorsement of the Company or the Offering of the Warrants.

     

    2.2 Not
      a
“U.S. Person”.
      The
      Subscriber is not a “U.S. Person” as defined in Rule 902 of
      Regulation S promulgated under the Securities Act, was not organized under
      the laws of any United States jurisdiction, and was not formed for the purpose
      of investing in securities not registered under the Securities Act. At the
      time
      the purchase order for this transaction was originated, the Subscriber was
      outside the United States.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.3 Intent.
      The
      Subscriber is purchasing the Warrants solely for investment purposes, for the
      Subscriber’s own account and not for the account or benefit of any U.S. person,
      and not with a view towards the distribution or dissemination thereof and the
      Subscriber has no present arrangement to sell the Warrants to or through any
      person or entity. The Subscriber understands that the Warrants must be held
      indefinitely unless such Warrants are resold in accordance with the provisions
      of Regulation S, are subsequently registered under the Securities Act or an
      exemption from registration is available.

     

    2.4 Restrictions
      on Transfer.
      The
      Subscriber understands that the Warrants are being offered in a transaction
      not
      involving a public offering in the United States within the meaning of the
      Securities Act. The Warrants have not been registered under the Securities
      Act,
      and, if in the future the Subscriber decides to offer, resell, pledge or
      otherwise transfer the Warrants, such Warrants may be offered, resold, pledged
      or otherwise transferred only (A) pursuant to an effective registration
      statement filed under the Securities Act, (B) to a non-U.S. person in an
      offshore transaction in accordance with Rule 903 or Rule 904 of Regulation
      S of
      the Securities Act, (C) pursuant to the resale limitations set forth in Rule
      905
      of Regulation S, (D) pursuant to an exemption from registration under the
      Securities Act provided by Rule 144 thereunder (if available) or (E) pursuant
      to
      any other exemption from the registration requirements of the Securities Act,
      and in each case in accordance with any applicable securities laws of any state
      of the United States or any other jurisdiction. The Subscriber acknowledges,
      agrees and covenants that it will not engage in hedging transactions with regard
      to the Warrants prior to the expiration of the distribution compliance period
      specified in Rule 903 of Regulation S promulgated under the Securities Act,
      unless in compliance with the Securities Act. The Subscriber agrees that if
      any
      transfer of its Warrants or any interest therein is proposed to be made, as
      a
      condition precedent to any such transfer, the Subscriber may be required to
      deliver to the Company an opinion of counsel satisfactory to the Company. Absent
      registration or another exemption from registration, the Subscriber agrees
      that
      it will not resell the securities constituting the Subscriber’s Warrants to U.S.
      Persons or within the United States.

     

    2.5 Sophisticated
      Investor.

     

    (i) The
      Subscriber is sophisticated in financial matters and is able to evaluate the
      risks and benefits of the investment in the Warrants.

     

    (ii) The
      Subscriber is able to bear the economic risk of his investment in the Warrants
      for an indefinite period of time because none of the Warrants have been
      registered under the Securities Act and therefore cannot be sold unless
      subsequently registered under the Securities Act or an exemption from such
      registration is available.

     

    2.6 Independent
      Investigation.
      The
      Subscriber, in making the decision to purchase the Warrants, has relied upon
      an
      independent investigation of the Company and has not relied upon any information
      or representations made by any third parties or upon any oral or written
      representations or assurances from the Company, its officers, directors or
      employees or any other representatives or agents of the Company, other than
      as
      set forth in this Agreement. The Subscriber is familiar with the business,
      operations and financial condition of the Company and has had an opportunity
      to
      ask questions of, and receive answers from, the Company’s officers and directors
      concerning the Company and the terms and conditions of the offering of the
      Warrants and has had full access to such other information concerning the
      Company as the Subscriber has requested.

     

    2.7 Authority.
      This
      Agreement has been validly authorized, executed and delivered by the Subscriber
      and is a valid and binding agreement enforceable in accordance with its terms,
      subject to the general principles of equity and to bankruptcy or other laws
      affecting the enforcement of creditors’ rights generally. The execution,
      delivery and performance of this Agreement by the Subscriber does not and will
      not conflict with, violate or cause a breach of any agreement, contract or
      instrument to which the Subscriber is a party.


    
      
        
        

      

      
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    2.8 No
      Legal Advice from Company.
      The
      Subscriber acknowledges that he, she or it has had the opportunity to review
      this Agreement and the transactions contemplated by this Agreement and the
      other
      agreements entered into between the parties hereto with the Subscriber’s own
      legal counsel and investment and tax advisors. Except for any statements or
      representations of the Company made in this Agreement and the other agreements
      entered into between the parties hereto, the Subscriber is relying solely on
      such counsel and advisors and not on any statements or representations of the
      Company or any of its representatives or agents for legal, tax or investment
      advice with respect to this investment, the transactions contemplated by this
      Agreement or the securities laws of any jurisdiction.

     

    2.9 Reliance
      on Representations and Warranties.
      The
      Subscriber understands that the Warrants are being offered and sold to the
      Subscriber in reliance on exemptions contained in specific provisions of United
      States federal and state securities laws and that the Company is relying upon
      the truth and accuracy of the representations, warranties, agreements,
      acknowledgments and understandings of the Subscriber set forth in this Agreement
      in order to determine the applicability of the exemptions contained in such
      provisions.  

     

    2.10 No
      Advertisements.
      The
      undersigned is not subscribing for the Warrants as a result of or subsequent
      to
      any advertisement, article, notice or other communication published in any
      newspaper, magazine, or similar media or broadcast over television or radio,
      or
      presented at any seminar or meeting.

     

    2.11 Legend.
      The
      Subscriber acknowledges and agrees that the Warrants, and when issued the
      Warrant Shares, shall bear a restricted legend (the “Legend”),
      in
      the form and substance as set forth in Section 4 hereof, prohibiting the offer,
      sale, pledge or transfer of the securities, except (i) pursuant to an effective
      registration statement filed under the Securities Act, (ii) in accordance with
      the applicable provisions of Regulation S, promulgated under the Securities
      Act,
      (iii) pursuant to an exemption from registration provided by Rule 144 under
      the
      Securities Act (if available), and (iv) pursuant to any other exemption from
      the
      registration requirements of the Securities Act or for estate planning purposes
      (subject to any escrow restrictions).

     

    3. Representations
      and Warranties of the Company

     

    The
      Company represents and warrants to each Subscriber that:

     

    3.1 Valid
      Issuance of Capital Stock.
      The
      total number of shares of all classes of capital stock which the Company has
      authority to issue is 90,000,000 Ordinary Shares and 10,000,000 preferred
      shares. As of the date hereof, the Company has 1,750,000 Ordinary Shares issued
      and outstanding. All of the issued shares of capital stock of the Company have
      been duly authorized, validly issued, and are fully paid and
      non-assessable.

     

    3.2 Organization
      and Qualification.
      The
      Company is a corporation duly incorporated and existing in good standing under
      the laws of the Cayman Islands and has the requisite corporate power to own
      its
      properties and assets and to carry on its business as now being
      conducted.

     

    3.3 Authorization;
      Enforcement.
      (i) The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement and to issue the Ordinary Shares
      in
      accordance with the terms hereof, (ii) the execution, delivery and performance
      of this Agreement by the Company and the consummation by it of the transactions
      contemplated hereby have been duly authorized by all necessary corporate action,
      and no further consent or authorization of the Company or its Board of Directors
      or stockholders is required, and (iii) this Agreement constitutes valid and
      binding obligations of the Company enforceable against the Company in accordance
      with its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,
      or
      similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application and except
      as enforcement of rights to indemnity and contribution may be limited by federal
      and state securities laws or principles of public policy.


    
      
        
        

      

      
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    3.4 No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the consummation
      by
      the Company of the transactions contemplated hereby do not in any material
      respect: (i) result in a violation of the Company’s Amended and Restated
      Memorandum and Articles of Association or (ii) conflict with, or constitute
      a
      default under any agreement, indenture or instrument to which the Company is
      a
      party. Other than any SEC or state securities filings which may be required
      to
      be made by the Company subsequent to the Closing, and any registration statement
      which may be filed pursuant thereto, the Company is not required under federal,
      state or local law, rule or regulation to obtain any consent, authorization
      or
      order of, or make any filing or registration with, any court or governmental
      agency or self-regulatory entity in order for it to perform any of its
      obligations under this Agreement or issue the Ordinary Shares in accordance
      with
      the terms hereof.

     

    4. Legends;
      Denominations

     

    4.1 Legend.
      The
      Company will issue the Warrants purchased by the Subscriber and, when issued,
      the Warrant Shares, in the name of the Subscriber and in such denominations
      to
      be specified by the Subscriber prior to the Closing. The Warrants and Warrant
      Shares will bear the following legend and appropriate “stop transfer”
instructions:

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
      OF
      1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE
      OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A
      NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
      904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE
      LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS S UNDER THE SECURITIES ACT,
      (D)
      PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE
      WITH
      ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
      JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


    
      
        
        

      

      
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    4.2 Subscriber’s
      Compliance.
      Nothing
      in this Section 4 shall affect in any way a Subscriber’s obligations and
      agreement to comply with all applicable securities laws upon resale of the
      Warrants, and the Warrant Shares.

     

    4.3 Company’s
      Refusal to Register Transfer of Warrants.
      The
      Company shall refuse to register any transfer of the Warrants and the Warrant
      Shares, not made in accordance with (i) the provisions of Regulation S, (ii)
      pursuant to an effective registration statement filed under the Securities
      Act,
      or (iii) pursuant to an available exemption from the registration requirements
      of the Securities Act.

     

    5. Lock-Up

     

    Each
      Subscriber, and his designees, shall not sell, assign, hypothecate, or transfer
      any of the Warrants or Warrant Shares, until the earlier of the consummation
      of
      a Business Combination (as hereinafter defined) or liquidation of the Company,
      provided
      however,
      that no
      such sale, assignment, hypothecation or transfer may be effected unless, in
      each
      case, it is made in accordance with transfer restrictions set forth in
      Regulation S and the Securities Act. As used herein, a “Business
      Combination”
shall
      mean an acquisition by merger, capital stock exchange, asset or stock
      acquisition, contractual control arrangement or other similar business
      combination with one or more businesses with agreements to acquire an operating
      business or assets selected by the Company in the People’s Republic of
      China.

     

    6. Waiver
      of Liquidation Distributions

     

    In
      connection with the Warrants purchased pursuant to this Agreement, the
      Subscribers hereby waive any and all right, title, interest or claim of any
      kind
      in or to any liquidating distributions by the Company in the event of a
      liquidation of the Company upon the Company’s failure to timely complete a
      Business Combination. For purposes of clarity, in the event the Subscribers
      purchase Ordinary Shares in the IPO or in the aftermarket such shares shall
      be
      eligible to receive any liquidating distributions by the Company.

     

    7. Governing
      Law; Jurisdiction; Waiver of Jury Trial

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York. The parties hereto hereby waive any right to a jury trial
      in
      connection with any litigation pursuant to this Agreement and the transactions
      contemplated hereby.

     

    8. Assignment;
      Entire Agreement; Amendment

     

    8.1 Assignment.
      Neither
      this Agreement nor any rights hereunder may be assigned by any party to any
      other person other than by Subscriber to a person agreeing to be bound by the
      terms hereof.

     

    8.2 Entire
      Agreement.
      This
      Subscription Agreement sets forth the entire agreement and understanding between
      the parties as to the subject matter thereof and merges and supersedes all
      prior
      discussions, agreements and understandings of any and every nature among
      them.

     

    8.3 Amendment.
      Except
      as expressly provided in this Agreement, neither this Agreement nor any term
      hereof may be amended, waived, discharged or terminated other than by a written
      instrument signed by the party against whom enforcement of any such amendment,
      waiver, discharge, or termination is sought.

     

    8.4 Binding
      Upon Successors.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and to their respective heirs, legal representatives, successors and
      assigns.


    
      
        
        

      

      
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    9. Notices;
      Indemnity

     

    9.1 Notices.
      Unless
      otherwise provided herein, any notice or other communication to a party
      hereunder shall be sufficiently given if in writing and personally delivered
      or
      sent by facsimile with copy sent in another manner herein provided or sent
      by
      courier (which for all purposes of this Agreement shall include Federal Express
      or other recognized overnight courier) or mailed to said party by certified
      mail, return receipt requested, at its address provided for herein or such
      other
      address as either may designate for itself in such notice to the other and
      communications shall be deemed to have been received when delivered personally,
      on the scheduled arrival date when sent by next day or 2-day courier service,
      or
      if sent by facsimile upon receipt of confirmation of transmittal or, if sent
      by
      mail, then three days after deposit in the mail.

     

    9.2 Indemnification.
      Each
      party shall indemnify the other against any loss, cost or damages (including
      reasonable attorney’s fees and expenses) incurred as a result of such party’s
      breach of any representation, warranty, covenant or agreement in this
      Agreement.

     

    10. Counterparts

     

    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      enforceable against the parties actually executing such counterparts, and all
      of
      which together shall constitute one instrument. Such counterparts may be
      delivered by facsimile or other electronic transmission, which shall not impair
      the validity thereof.

     

    11. Survival;
      Severability

     

    11.1 Survival.
      The
      representations, warranties, covenants and agreements of the parties hereto
      shall survive the Closing.

     

    11.2 Severability.
      In the
      event that any provision of this Agreement becomes or is declared by a court
      of
      competent jurisdiction to be illegal, unenforceable or void, this Agreement
      shall continue in full force and effect without said provision; provided that
      no
      such severability shall be effective if it materially changes the economic
      benefit of this Agreement to any party.

     

    12. Titles
      and Subtitles

     

    The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    [Signature
      page follows]


    
      
        
        

      

      
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    SUBSCRIPTION
      INFORMATION AND SIGNATURE PAGE

     

    Name
      of
      the Subscriber: FAIR VALUE OPPORTUNITY
      LTD.                  

    (Please
      print legibly)

     

     Number
      of Warrants Being Subscribed: _______________________

     

    Aggregate
      Purchase Price: ___________________

     

    Date
      of
      Subscription: ______________, 2008

     

    Place
      of
      Residency and/or Principal Place of Business:

     

    This
      subscription is accepted by the Company on the ___ day of ________,
      2008.

     

    [Signature
      blocks to be added]


    
      
        
        

      

      
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