Unassociated Document


    
      	
              Execution version

               

              DATED  8 May 2009

               

              THE PERSONS set out in Column (1) of
      Schedule 1

               

              and

               

              WINDRACE
      INTERNATIONAL COMPANY LIMITED

               

              and

               

              EXCEED
      COMPANY LTD.

               

              and

               

              2020
      CHINACAP ACQUIRCO, INC.

               

                
      

               

              AGREEMENT
      FOR

              SALE
      AND PURCHASE OF

              WINDRACE
      INTERNATIONAL

              COMPANY
      LIMITED

               

              
                
      

               

              Deacons

              Solicitors
      & Notaries

              5th
      Floor

              Alexandra
      House

              18
      Chater Road

              Central

              Hong
      Kong

              www.deaconslaw.com

              Fax
      : 28100431

              Tel
      : 28259211

               

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    CONTENTS

    


    
      
        
          
            	
                    CLAUSE

                  	 	
                    PAGE

                  
	 
      	 
      	 	 
      
	
                    1.

                  	
                    INTERPRETATION

                  	 	
                    1

                  
	
                    2.

                  	
                    SALE
      AND PURCHASE

                  	 	
                    12

                  
	
                    3.

                  	
                    CONDITIONS

                  	 	
                    12

                  
	
                    4.

                  	
                    CONSIDERATION

                  	 	
                    13

                  
	
                    5.

                  	
                    PRE-CLOSING
      MATTERS

                  	 	
                    15

                  
	
                    6.

                  	
                    CLOSING

                  	 	
                    19

                  
	
                    7.

                  	
                    WARRANTIES
      AND INDEMNITIES

                  	 	
                    19

                  
	
                    8.

                  	
                    POST
      CLOSING UNDERTAKINGS

                  	 	
                    22

                  
	
                    9.

                  	
                    TERMINATION

                  	 	
                    22

                  
	
                    10.

                  	
                    ESCROW
      AND RELEASE SCHEDULE FOR INVESTOR SHARES AND  ADDITIONAL
      SHARES

                  	 	
                    24

                  
	
                    11.

                  	
                    EARN-OUT
      SHARES

                  	 	
                    26

                  
	
                    12.

                  	
                    REPURCHASE
      OF SPAC WARRANTS

                  	 	
                    27

                  
	
                    13.

                  	
                    LIMITATION
      OF LIABILITIES

                  	 	
                    27

                  
	
                    14.

                  	
                    ANNOUNCEMENTS
      AND CONFIDENTIALITY

                  	 	
                    29

                  
	
                    15.

                  	
                    APPOINTMENT
      OF SPECIAL LEGAL ADVISORS

                  	 	
                    30

                  
	
                    16.

                  	
                    STAMP
      DUTY AND EXPENSES

                  	 	
                    30

                  
	
                    17.

                  	
                    GENERAL

                  	 	
                    30

                  
	
                    18.

                  	
                    NOTICES

                  	 	
                    32

                  
	
                    19.

                  	
                    GOVERNING
      LAW AND JURISDICTION

                  	 	
                    34

                  
	
                    SCHEDULE
      1  DETAILS OF SELLERS

                  	 	
                    38

                  
	
                    SCHEDULE
      2  PART A  DETAILS OF WINDRACE

                  	 	
                    39

                  
	
                    SCHEDULE
      2  PART B  DETAILS OF SUBSIDIARIES OF
      WINDRACE

                  	 	
                    41

                  
	
                    SCHEDULE
      3  COMPLETION OBLIGATIONS

                  	 	
                    42

                  
	
                    SCHEDULE
      4  PART A  SELLERS’ WARRANTIES

                  	 	
                    46

                  
	
                    SCHEDULE
      4  PART B  FOUNDERS’ WARRANTIES

                  	 	
                    48

                  
	
                    SCHEDULE
      4  PART C  PURCHASER’S AND SPAC’S
      WARRANTIES

                  	 	
                    70

                  
	
                    SCHEDULE
      5  WINDRACE ACTIVITIES PENDING CLOSING

                  	 	
                    79

                  
	
                    SCHEDULE
      6  SPAC ACTIVITIES PENDING CLOSING

                  	 	
                    82

                  
	
                    SCHEDULE
      7  DEED OF INDEMNITY

                  	 	
                    83

                  
	
                    SCHEDULE
      8  TARGET EARNINGS

                  	 	
                    94

                  
	
                    SCHEDULE
      9  PROPERTY

                  	 	
                    95

                  


          

        

      

    

     

    Exhibit

    


    Accounts


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    AGREEMENT


    


    DATED
8 May 2009


    


    PARTIES

    


    
      	
              (1)

            	
              THE
      PERSONS whose names and addresses are set out in Column
      (1) of Schedule 1 (the “Sellers”);

            


    

    


    
      	
              (2)

            	
              WINDRACE
      INTERNATIONAL COMPANY LIMITED, a company incorporated under the
      laws of the Cayman Islands with limited liability, the registered office
      of which is at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman,
      KY1-1111, Cayman Islands (“Windrace”);

            


    

    


    
      	
              (3)

            	
              EXCEED
      COMPANY LTD., a company incorporated under the laws of the BVI with
      limited liability, the registered office of which is at PO Box 173,
      Kingston Chambers, Road Town, Tortola, BVI (the “Purchaser”);
      and

            


    

    


    
      	
              (4)

            	
              2020
      CHINACAP ACQUIRCO, INC., a company
      incorporated under the laws of Delaware with limited liability, the
      principal place of business of which is at 221 Boston Post Road East,
      Suite 410, Marlborough, MA  01753 (“SPAC”).

            


    

     

    RECITALS

    


    
      	
              (A)

            	
              As
      at the date of this Agreement, the Sellers legally and/or beneficially own
      the number of Sale Shares set opposite their respective names in Schedule
      1, and the Sellers collectively hold all the issued ordinary shares
      of Windrace.

            


    

    


    
      	
              (B)

            	
              The
      Purchaser is a wholly-owned subsidiary of SPAC, which is a company
      incorporated in Delaware and the shares of which are listed on the NYSE
      Amex.

            


    

    


    
      	
              (C)

            	
              Subject
      to the terms and conditions of this Agreement, the Purchaser has agreed to
      purchase, and the Sellers have agreed to sell, the Sale
      Shares.

            


    

    


    AGREEMENT

    


    
      	
              1.

            	
              INTERPRETATION

            


    

    


    
      	
              1.1

            	
              In
      this Agreement (including the recitals), the following expressions shall
      have the following meanings except where the context otherwise
      requires:

            


    

    


    “2009 Audit”

    the
annual audit of the Purchaser, comprising the consolidated balance sheet, and
the consolidated profit and loss account for the financial year ending December
31, 2009, and all notes thereto, to be prepared in accordance with
IFRS;


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    “2009 Adjusted Earnings”

    the
consolidated net profit after tax of the Purchaser as shown in the 2009 Audit
for the financial year ending December 31, 2009, to be adjusted by excluding (i)
the impact, positive or negative, of any fair value assessment or accounting
impact attributable to the escrow arrangement for Additional Shares set out in
Clause 10;  (ii) the expenses relating to the completion of the
transactions contemplated by this Agreement; (iii) the expenses, including
interest expenses and other related expenses, relating to the repurchase by
Windrace of the preferred shares held by Elevatech; and (iv) the expenses
relating to the grant of options under share option plans Windrace may implement
in the future;

    


    “2009 Target Earnings”

    shall
have the meaning as ascribed thereto in Schedule
8;

    


    “2010 Audit”

    the
annual audit of the Purchaser, comprising the consolidated balance sheet, and
the consolidated profit and loss account for the financial year ending December
31, 2010, and all notes thereto, to be prepared in accordance with
IFRS;

    


    “2010 Adjusted Earnings”

    
      the
consolidated net profit after tax of the Purchaser as shown in the 2010 Audit
for the financial year ending December 31, 2010, to be adjusted by excluding (i)
the impact, positive or negative, of any fair value assessment or accounting
impact attributable to the escrow arrangement for Additional Shares set out in
Clause 10; (ii) the expenses relating to the completion of the transactions
contemplated by this Agreement; (iii) the expenses, including interest expenses
and other related expenses, relating to the repurchase by Windrace of the
preferred shares held by Elevatech; and (iv) the expenses relating to the grant
of options under share option plans Windrace may implement in the
future;

    

    


    “2010 Target Earnings”

    shall
have the meaning as ascribed thereto in Schedule
8;

    


    “2011 Audit”

    the
annual audit of the Purchaser, comprising the consolidated balance sheet, and
the consolidated profit and loss account for the financial year ending December
31, 2011, and all notes thereto, to be prepared in accordance with
IFRS;

    


    “2011 Adjusted Earnings”

    
      the
consolidated net profit after tax of the Purchaser as shown in the 2011 Audit
for the financial year ending December 31, 2011, to be adjusted by excluding (i)
the impact, positive or negative, of any fair value assessment or accounting
impact attributable to the escrow arrangement for Additional Shares set out in
Clause 10; (ii) the expenses relating to the completion of the transactions
contemplated by this Agreement; (iii) the expenses, including interest expenses
and other related expenses, relating to the repurchase by Windrace of the
preferred shares held by Elevatech; and (iv) the expenses relating to the grant
of options under share option plans Windrace may implement in the
future;

    

    
      


      “2011 Target Earnings”

      shall
have the meaning as ascribed thereto in Schedule
8;

       

    

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    “Accounts”

    the
consolidated balance sheet of Windrace as at the end of each of the three years
ended the Last Accounts Date and the consolidated profit and loss account of
Windrace for each of the three financial years ended the Last Accounts Date, and
all notes thereto prepared in accordance with IFRS, copies of which are annexed
hereto marked “Exhibit
1” and initialled by the parties hereto for the purposes of
identification;

    


    
      “Additional
Shares”

    

    the
17,008,633 new ordinary shares in the capital of the Purchaser which will,
subject to the terms and conditions of this Agreement and the Escrow Agreement,
on Closing be issued in favour of the Sellers and/or their respective designated
nominee(s) credited as fully paid;

    


    “Affiliate”

    with
respect to any person, a person that directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with such
person;

     

     “Agreement”

    this
Agreement including its schedules and exhibit, as may be amended or supplemented
from time to time;

    


    “Amex”

    American Stock Exchange;

    


    “BVI”

    the British Virgin
Islands;

    


    “Business Day”

    a day
(excluding Saturdays and Sundays) on which commercial banks are generally open
for banking business in the United States;

    


    “Closing”

    the
completion of the sale and purchase of the Sale Shares in accordance with the
provisions of Clause 6 or the time of such completion, as the case may
be;

    


    “Closing Date”

    the date
on which Closing takes place;

    


    “Conditions”

    the
conditions set out in Clause 3.1;


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    “Conditions Deadline”

    
      	
               
      

            	
              October
      8, 2009 or such later date as the parties may from time to time agree in
      writing;

            


    

    


    “Constituent
Documents”

    
      	
               
      

            	
              with
      respect to any entity, the certificate or articles of incorporation,
      memorandum and articles of association, by-laws, minute books, or any
      similar charter or other organizational
  documents;

            


    

    


    “Contract”

    any
written agreement, contract, commitment, instrument, undertaking or
arrangement;

     

    “Conversion
Rights”

    the
rights of the holders of shares of SPAC common stock to convert their shares
into a pro rata share of the trust account referenced in Clause 17.11 hereunder
and in accordance with SPAC’s Constituent Documents, the terms, provisions and
procedures of which were set forth in the Prospectus

    


    
      “Deed
of Indemnity”

    

    the deed
of indemnity substantially in the form attached hereto as Schedule
7;

    


    
      “Disclosed”

    

    
      in
respect of the Sellers’ Warranties and the Founders’ Warranties, fully and
fairly disclosed in this Agreement, the Accounts or the Windrace Disclosure
Letter; or in respect of the Purchaser’s and SPAC’s Warranties, fully and fairly
disclosed in the Agreement or the SPAC Disclosure Letter;

    

    


    “Eagle Rise”

    
      	
               
      

            	
              Eagle
      Rise Investments Limited, a company incorporated under the laws of BVI
      with limited liability, the registered office of which is at Sea Meadow
      House, Blackburne Highway, Road Town, Tortola,
  BVI;

            


    

    


    
      	
               
      

            	
              “Earn-out
      Shares”

            


    

    
      	
               
      

            	
               shall have the
      meaning ascribed thereto in Clause
11.1;

            


    

    


    “Elevatech”

    Elevatech
Limited, an indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc.
and the sole holder of all of the issued preferred shares of
Windrace;

    


    “Elevatech Letter
Agreement”

    the
letter of agreement dated May 8, 2009 among Windrace, Elevatech, Mr. Lin and
RichWise providing for, among others, the Redemption;



    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Encumbrance”

    a
mortgage, charge, pledge, lien, option, restriction, hypothecation, assignment,
right to acquire, pre-emption right, third-party right or interest, other
encumbrance, priority or security interest of any kind, or any other type of
preferential arrangement (including, without limitation, a title transfer or
retention arrangement) having similar effect, and any agreement or obligation to
create or grant any of the aforesaid;

    


    “Escrow Agent”

    the
escrow agent to be appointed under the Escrow Agreement;

    


    “Escrow Agreement”

    the
escrow agreement to be made amongst the parties hereto and the Escrow Agent in
accordance with Clause 4.1;

    


    “Facilities”

    loans,
overdrafts, debentures, acceptance credits and all other indebtedness and
financial facilities of any nature outstanding or available to any Windrace
Group Company;

    


    
      “Founders”

    

    
      Mr. Lin,
Ms. Chen and Tiancheng;

    

    


    
      “Founders’
Warranty”

    

    
      a
representation, warranty and undertaking contained in Clauses 7.5 to 7.7 or
Part B of
Schedule 4 and “Founders’ Warranties” shall
mean all of those representations, warranties and
undertakings;

    

    


    “Government
Entity”

    any
governmental or regulatory authority, agency, court, commission or other entity,
domestic or foreign;

     

    “Guarantee”

    any
guarantee, indemnity, suretyship, letter of comfort or other assurance, security
or right of set-off or financial or other obligation given or undertaken by a
person to secure or support or incur a financial or other obligation with
respect to an obligation or liability (actual or contingent) of any other person
and whether given directly or by way of counter-indemnity to any person who has
provided such guarantee, indemnity, suretyship, letter of comfort or other
assurance, security or right of set off or financial or other obligation as
aforementioned;

    


    “Haima”

    HK Haima
Group Limited, a company incorporated under the laws of Hong Kong with limited
liability, the registered office of which is at Unit B, 16th Floor, CKK Comm
Ctr, No 289-295 Hennessy Road, Wan Chai, Hong Kong;

    


    “HK$”

    Hong Kong
dollars, the lawful currency of Hong Kong;

    


    “Hong
Kong”

    the Hong
Kong Special Administrative Region of the PRC;


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    “International Financial Reporting
Standards” or “IFRS”

    the
financial reporting standards and interpretations issued by the International
Accounting Standards Board;

    


    “Intellectual Property
Rights”

    
      	
               
      

            	
              (a)

            	
              patents,
      trademarks, service marks, registered designs, applications for any of the
      foregoing, trade and business names, unregistered trade names or marks and
      service marks, copyrights, rights in designs and inventions, Proprietary
      Information and all and any other intellectual property right, whether
      registered or unregistered; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              rights
      under licences, consents, orders, statutes or otherwise in relation to any
      thing in paragraph (a),

            


    

    


    in each
case in any part of the world;

    


    “Investor Shares”

    the new
ordinary shares in the capital of the Purchaser which will, subject to the terms
and conditions of this Agreement, on Closing be issued in favour of the Third
Party Investor(s) or their respective designated nominee(s) credited as fully
paid;

    


    “Last Accounts Date”

    December
31, 2008, being the date to which the Accounts were made up;

     

    “Leased Property”

    all
parcels of real property occupied by the Windrace Group under one or more leases
or licenses;

    


     “Macau”

    the Macau Special Administrative Region
of the PRC;

    


    “Majority
Shareholders”

    
      	
               
      

            	
              at
      any time, those Sellers and the Founders who collectively hold such number
      of Sale Shares with an aggregate nominal value representing more than 50%
      of the aggregate nominal value of all of the issued share capital of
      Windrace;

            


    

    


    
      	
               
      

            	
              “Majority
      Shareholders’ Agent”

            


    

    
      	
               
      

            	
              shall
      have the meaning ascribed thereto in Clause
  17.12;

            


    

    


    
      “Mr. Lin”

    

    
      Shuipan
Lin, one of the Sellers and the Founders;

    

    


    
      “Ms. Chen”

    

    
      Xiayu
Chen, one of the Sellers and the Founders;

    

    


    “NYSE”

    
      New York
Stock Exchange;

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    “Owned
Property”

    all
parcels of real property owned by the Windrace Group;

     

    “Personal
Guarantees”

    the
personal guarantees to be issued by Mr. Lin and RichWise, respectively, to
Elevatech at Closing to guarantee some of Windrace's obligations under the
Promissory Note;

    


    “PRC”

    the
People’s Republic of China, excluding Taiwan, Hong Kong and Macau for the
purpose of this definition;

    


    “Promissory
Note”

    the
promissory note to be issued by Windrace to Elevatech at Closing as
consideration for the Redemption, giving the holder the right to (a) receive
from Windrace HK$306,267,580.48 by the earlier of (i) five (5) Business Days of
the date of issue of the promissory note; and (ii) October 31, 2009, and
US$1,000,000 on June 30, 2010 and (b) convert any overdue and unpaid principal
amount into preference shares of Windrace;

    


    “Property”

    the Owned
Properties and the Leased Properties, as described in Schedule
9;

    


    “Proprietary
Information”

    all
information (including formulae, processes, methods, techniques, knowledge and
know-how) which is for the time being confidential to any Windrace Group Company
or not publicly known and which is used in or otherwise relates to the business,
customers, financial or other affairs and know-how of any Windrace Group Company
including information relating to:

    


    
      	
               
      

            	
              (a)

            	
              the
      marketing of any goods or services including, without limitation, customer
      names and lists and any other details of customers, sales targets, sales
      statistics, market share statistics, prices, market research reports and
      surveys, and advertising or other promotional
  materials;

            


    

    


    
      	
               
      

            	
              (b)

            	
              future
      projects, business development or planning, commercial relationships and
      negotiations; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      manufacture, production, supply, storage or packaging of goods or the
      provision of services, the acquisition, construction, installation or use
      of raw materials, plant, machinery or equipment, quality control and
      testing or the repair or service of plant, machinery,  equipment
      or products;

            


    

    


    “Prospectus”

    the
prospectus of SPAC dated November 8, 2007;



    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Purchaser’s and SPAC’s
Warranty”

    a
representation, warranty and undertaking contained in Clauses 7.8 to 7.10 or
Part C of
Schedule 4 and “Purchaser’s and SPAC’s
Warranties” shall mean all of those representations, warranties and
undertakings;

    


    
      “Records”

    

    records
and information of each Windrace Group Company (including, without limitation,
all accounts, books, ledgers, minutes books, registers, financial and other
records of whatsoever kind, all Taxation and returns and filings and all other
statutory books and records);

    


    
      “Redemption”

    

    the
redemption by Windrace of the preferred shares in Windrace held by Elevatech
pursuant to the Elevatech Letter Agreement;

    


    “Redomestication Merger”

    shall
have the meaning as ascribed thereto in Clause 5.8

    


    “Regulations”

    all law,
enactment, order, decree, regulation, licence, consent, rule, constitutional
document, governmental or administrative requirement or the like, including the
rules and requirements of the SEC or any regulatory or governmental body, and the listing
requirements for the relevant exchange, to which any relevant person is subject,
in each aforesaid case whether of the BVI, United States, Hong Kong, the PRC or
elsewhere;

    


    “RichWise”

    RichWise
International Investment Group Limited, a company incorporated under the laws of
BVI with limited liability, the registered office of which is at Sea Meadow
House, Blackburne Highway, Road Town, Tortola, BVI;

    


    “RMB”

    Renminbi, the lawful currency of the
PRC;

    


    “Sale Shares”

    ordinary
shares of par value of HK$0.10 each in the capital of Windrace as set out in
Column
(2) of Schedule 1, to be sold by the Sellers to the Purchaser pursuant to
this Agreement;

    


    “SEC”

    the
United States Securities and Exchange Commission;

    


    “Sellers’ Warranty”

    a
representation, warranty and undertaking contained in Clauses 7.1 to 7.4 or
Part A of
Schedule 4 and “Sellers’
Warranties” shall mean all of those representations, warranties and
undertakings;

    


    “Shareholders’ Agreement”

    the
shareholders’ agreement relating to Windrace entered into among Mr. Lin,
RichWise, Tiancheng, Haima, Eagle Rise, Windrace and Elevatech dated April 30,
2008


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    “SPAC
Disclosure Letter”

    the
disclosure letter dated the same date of this Agreement from the Purchaser and
SPAC to the Sellers;

     

    “SPAC
Stockholder Approval”

    (i) the
approval of this Agreement, the transactions contemplated under or in connection
with this Agreement and the Redomestication Merger by the holders of a majority
of the outstanding shares of SPAC common stock entitled to vote in accordance
with the applicable Regulations and the Constituent Documents of SPAC; and (ii)
the holders of less than thirty percent (30%) of the shares of SPAC common stock
issued in SPAC’s initial public offering voting against the approval of this
Agreement and exercising the Conversion Rights, in each case the terms,
provisions and procedures of which were set forth in the
Prospectus;

     

    “subsidiary”

    shall
have the meaning as ascribed thereto in the IFRS;

     

    “Tax” or “Taxation”

    any and
all forms of taxation, levy, duty, charge, contribution, withholding or impost
of whatever nature (including any related fine, penalty, surcharge or interest)
imposed, collected or assessed by, or payable to, any Tax
Authority;

    


    “Tax Authority” and “Taxation
Authority”

    any
revenue, customs, fiscal governmental, statutory, central, regional, state,
provincial, local governmental or municipal authority, body or person, or any
non-revenue and non-fiscal governmental institutions responsible for collecting
Taxes on behalf of taxation authorities, whether of the BVI, United States, Hong
Kong, the PRC or elsewhere;

    


    “Third
Party Investors(s)”

    shall have the meaning as ascribed
thereto in Clause 4.2;

    


    “Tiancheng”

    Tiancheng
Int’l Investment Group Limited, a company incorporated under the laws of Hong
Kong with limited liability, the registered office of which is at Unit B, 16th
Floor, CKK Comm Ctr, No 289-295 Hennessy Road, Wan Chai, Hong Kong;

    


    
      “US” or “United
States”

    

    
      	
               
      

            	
              the
      United States of America;

            


    

    


    
      “US$”

    

    United
States dollars, the lawful currency of the United States;

    


    
      “US Exchange
Act”

    

    United
States Securities and Exchange Act of 1934, as amended, supplemented or
otherwise modified from time to time;


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      “US Securities
Act”

    

    United
States Securities Act of 1933, as amended, supplemented or otherwise modified
from time to time;

    


    
      “Windrace”

    

    
      	
               
      

            	
              Windrace
      International Company Limited, details of which are set out in Part
      A of Schedule 2;

            


    

    


    “Windrace Disclosure
Letter”

    
      	
               
      

            	
              the
      disclosure letter dated the same date of this Agreement from the Founders
      and the Sellers to the Purchaser and SPAC;
and

            


    

    


    
      “Windrace
Group”

    

    Windrace
and its subsidiaries from time to time, and “Windrace Group Company” shall
be construed accordingly, details of the subsidiaries of Windrace as at the date
hereof are set out in Part B of
Schedule 2.

    


    
      	
              1.2

            	
              In
      this Agreement, except to the extent that context otherwise
      requires:

            


    

    


    
      	
               
      

            	
              (a)

            	
              a
      Clause, a Sub-clause or a Schedule is, unless the context, otherwise
      requires, a reference to a clause or a sub-clause of or a schedule to this
      Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      ordinance, regulation or other statutory provision or enactment is a
      reference to such ordinance, regulation, statutory provision or enactment
      as amended, modified, consolidated, codified, re-enacted, or extended or
      applied by a court of competent jurisdiction, from time to time whether
      before or after the date of this Agreement and includes subsidiary
      legislation made thereunder whether before or after the date of this
      Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              a
      “company” is a
      reference to a body corporate (wherever
  incorporated);

            


    

    


    
      	
               
      

            	
              (d)

            	
              a
      “person” includes
      a reference to a company, unincorporated association, partnership, firm,
      institution, trustee, Government Entity and to any person or party and
      includes a reference to that person's or party’s legal personal
      representatives and successors;

            


    

    


    
      	
               
      

            	
              (e)

            	
              this
      Agreement (or any specific provision hereof) or any other document shall
      be construed as references to this Agreement, that provision or that other
      document as amended, varied or modified from time to time;
    and

            


    

    


    
      	
               
      

            	
              (f)

            	
              a
      “breach” of a
      warranty includes that warranty being untrue, inaccurate, misleading or
      there being relevant information omitted from it or not Disclosed in
      respect of it.

            


    

    


    
      	
              1.3

            	
              Headings
      in this Agreement are for ease of reference only and shall not affect the
      interpretation or construction of this
  Agreement.

            


    

    


    
      	
              1.4

            	
              The
      Schedules and Exhibit form part of this
  Agreement.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      	
              1.5

            	
              In
      construing this Agreement:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      rule known as the ejusdem generis rule shall not apply and accordingly
      general words introduced by the word “other” shall not be given a
      restrictive meaning by reason of the fact that they are preceded by words
      indicating a particular class of acts, matters or
  things;

            


    

    


    
      	
               
      

            	
              (b)

            	
              general
      words shall not be given a restrictive meaning by particular examples
      intended to be embraced by the general words, and where the word
      “include”, “includes” or “including” appears in any statement, it shall be
      deemed to be immediately followed by the words “without
      limitation”;

            


    

    


    
      	
               
      

            	
              (c)

            	
              words
      denoting the singular include the plural and vice versa and words denoting
      one gender include all genders;

            


    

    


    
      	
               
      

            	
              (d)

            	
              all
      references to “dollars” or “$” or any similar references or designations
      contained herein mean US$; and

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      words “hereof”, “herein” and “hereunder” and words of similar import when
      used in this Agreement shall refer to this Agreement as a whole and not to
      any particular provision of this
Agreement.

            


    

    


    
      	
              1.6

            	
              A
      reference in this Agreement to the Sellers’ or the Founders’ knowledge,
      information, belief or awareness (and similar
  expressions):

            


    

    


    
      	
               
      

            	
              (a)

            	
              shall
      be a reference to the best of the knowledge, information, belief or
      awareness of the Sellers, the Founders and each Windrace Group Company,
      each of the directors of each of the aforesaid after making all reasonable
      enquiries; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              is
      deemed to include knowledge which each such person would have or
      information, belief or awareness of such person had all reasonable
      enquiries been made to senior management of the Sellers, the Founders and
      the Windrace Group Companies.

            


    

    


    
      	
              1.7

            	
              A
      reference in this Agreement to the Purchaser’s or SPAC’s knowledge,
      information, belief or awareness (and similar
  expressions):

            


    

    


    
      	
               
      

            	
              (a)

            	
              shall
      be a reference to the best of the knowledge, information, belief or
      awareness of the Purchaser and SPAC, each of the directors of each of the
      aforesaid after making all reasonable enquiries;
  and

            


    

    


    
      	
               
      

            	
              (b)

            	
              is
      deemed to include knowledge which each such person would have or
      information, belief or awareness of such person had all reasonable
      enquiries been made to senior management of the Purchaser and
      SPAC.

            


    

    


    
      	
              1.8

            	
              The
      table of contents and heading contained in this Agreement are for
      reference purposes only and shall not affect in any way the meaning or
      interpretation of this
Agreement.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    
      	
              1.9

            	
              The
      parties have participated jointly in the negotiation and drafting of this
      Agreement.  In the event an ambiguity or question of intent or
      interpretation arises, this Agreement shall be construed as if drafted
      jointly by the parties and no presumption or burden of proof shall arise
      favoring or disfavoring any party by virtue of the authorship of any
      provisions of this Agreement.

            


    

     

    
      	
              2.

            	
              SALE AND
      PURCHASE 

            


    

    


    
      	
              2.1

            	
              Each
      of the Sellers, as the legal and/or beneficial owner, shall sell to the
      Purchaser the number of Sale Shares set opposite its name in Schedule
      1 and the Purchaser shall purchase such Sale Shares, on and subject
      to the terms and conditions of this Agreement and free from any
      Encumbrance and with all rights now and hereafter attaching thereto
      including the right to all dividends paid, declared or made in respect
      thereof.

            


    

    


    
      	
              2.2

            	
              Each
      of the Sellers hereby irrevocably waives any pre-emption right or first
      refusal right  or similar rights it may have in relation to the
      sale of the Sale Shares pursuant to this Agreement whether under the
      Constituent Documents of Windrace or
otherwise.

            


    

     

    
      	
              3.

            	
              CONDITIONS

            


    

    


    
      	
              3.1

            	
              Closing
      is conditional on the following Conditions being satisfied, or (save as
      regards paragraphs (a) and (b) below) waived pursuant to Clause 3.3, on or
      before the Conditions Deadline:

            


    

    


    
      	
               
      

            	
              (a)

            	
              SPAC
      having obtained the SPAC Stockholder Approval at a duly convened and held
      general meeting of SPAC’s stockholders (“Proxy Meeting”) as set
      out in the Prospectus and conducted in accordance with the Constituent
      Documents of SPAC and all applicable Regulations including but not limited
      to the US Securities Act;

            


    

    


    
      	
               
      

            	
              (b)

            	
              all
      legally required authorizations, audit requirements, consents and
      approvals legally required in United States or under any and all
      applicable Regulations (including PRC regulatory authority, if applicable)
      to give effect to all the transactions contemplated hereunder (including,
      without limitation, such waivers as may be necessary of terms which would
      otherwise constitute a default under any instrument, contract, document or
      agreement to which any Windrace Group Company is a party or by which its
      assets are bound) having been obtained to the reasonable satisfaction of
      the Purchaser and not revoked, and where any consent or approval is
      subject to conditions, such conditions being satisfied to the reasonable
      opinion of the Purchaser and all legally required filings, registrations
      and other formalities having been duly effected and
    completed;

            


    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              the
      Purchaser having obtained a legal opinion of a qualified law firm in the
      place of incorporation of each Windrace Group Company and acceptable to
      the Purchaser covering matters in respect of the due incorporation of each
      Windrace Group Company, its valid existence and that no resolution or
      order has been made or passed to appoint receiver, liquidator or similar
      officer of, or to wind up or dissolve any Windrace Group Company and all
      such other legal matters as the Purchaser may reasonably consider to be
      relevant, in such form and substance to the Purchaser’s reasonable
      satisfaction; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              (i)
      the Sellers’ Warranties contained in paragraphs 1.1, 1.2 and 2 in Part
      A of Schedule 4 and the Founders’ Warranties contained in paragraph
      2 in Part
      B of Schedule 4 remaining true and accurate in all respects and not
      misleading in any respect as of the Closing Date by reference to the facts
      and circumstances subsisting as at the Closing Date; and (ii) the Sellers’
      Warranties and the Founders’ Warranties (save for those warranties set out
      in (i) above), remaining true and accurate in all material respects and
      not misleading in any material respect as of the Closing Date by reference
      to the facts and circumstances subsisting as at the Closing
      Date.

            


    

    


    
      	
              3.2

            	
              Each
      of the parties hereto hereby undertakes to use all reasonable efforts to
      procure the fulfilment of the Conditions set out in Clauses 3.1(a) and (b)
      on or before the Conditions
Deadline.

            


    

    


    
      	
              3.3

            	
              Each
      of the Sellers hereby undertakes to use all reasonable efforts to procure
      the fulfilment of the Conditions set out in Clauses 3.1(c) and (d) on or
      before the Conditions Deadline unless specifically waived by the Purchaser
      in writing.

            


    

    


    
      	
              3.4

            	
              If
      any of the Conditions stated in Clause 3.1 shall not be fulfilled or
      waived pursuant to Clause 3.3 on or before the Conditions Deadline, this
      Agreement shall be automatically terminated (other than Clauses 9, 13 and
      14, 16.2 to 19, and all provisions relevant to the interpretation and
      enforcement thereof) and upon termination no party shall have any claim
      against any other party for costs, damages, compensation or otherwise
      provided that such termination shall be without prejudice to any rights or
      remedies of the parties which shall have accrued prior to such
      termination.

            


    

     

    
      	
              4.

            	
              CONSIDERATION

            


    

    


    
      	
              4.1

            	
              Subject
      to the escrow and release schedule set out in Clause 10 and the terms and
      conditions of the Escrow Agreement, the consideration for the sale and
      purchase of the relevant Sale Shares shall be settled by the Purchaser
      allotting and issuing to each Seller and/or its nominee(s) on the Closing
      Date the number of Additional Shares set opposite its name in the
      following table.  The Additional Shares shall rank pari passu in
      all respects with the issued shares of the Purchaser existing as at
      Closing under the Purchaser’s Constituent Documents, including all rights
      to dividends and other
distributions.

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Sellers

                  	 	
                    Number of Additional Shares

                  	 
	 
      	 	 	 
	
                    Mr.
      Lin

                  	 	 	6,840,429	 
	 
      	 	 	 	 
	
                    Ms.
      Chen

                  	 	 	4,506,363	 
	 
      	 	 	 	 
	
                    RichWise

                  	 	 	2,056,750	 
	 
      	 	 	 	 
	
                    Tiancheng

                  	 	 	1,802,545	 
	 
      	 	 	 	 
	
                    Haima

                  	 	 	901,273	 
	 
      	 	 	 	 
	
                    Eagle
      Rise

                  	 	 	901,273	 


          

        

      

    

    


    
      	
               
      

            	
              The
      parties hereto agree to enter into the Escrow Agreement at or before
      Closing for the holding in escrow and release of the Additional Shares in
      accordance with provisions set out in Clause
10.

            


    

    


    
      	
              4.2

            	
              Subject
      to Closing having taken place, in the event that:
  -

            


    

    


    
      	
               
      

            	
              (a)

            	
              Windrace
      enters into agreement(s), subject to such terms and conditions to be
      agreed by the Purchaser and SPAC, with any third party investor(s) (“Third Party
      Investor(s)”) in relation to an equity investment in Windrace for
      cash consideration (“Investment
      Consideration”) between the date hereof and Closing;
      and

            


    

    


    
      	
               
      

            	
              (b)

            	
              such
      Third Party Investor(s) has/have paid to Windrace the Investment
      Consideration in full,

            


    

    


    
      	
               
      

            	
              upon
      written request of Windrace and in lieu of the issue by Windrace of new
      Windrace shares to such Third Party Investor(s), the Purchaser shall allot
      and issue to such Third Party Investor(s) and/or its/their respective
      nominee(s) on the Closing Date such number of Investor Shares at a
      subscription price not lower than the lowest of the closing trading price
      of common stock in SPAC among each of the last trading day of
      March 2009, April 2009 and May 2009 per Investor Share credited as fully
      paid in accordance with the following
formula:

            


    

    


    
      
        	
                Maximum
      number of Investor
Shares to be issued to each Third
Party Investor
      and/or its nominee

              	
                =

              	
                Amount
      of the Investment Consideration

                paid by
      such Third Party Investor

                US$(
      Lowest closing trading price of

                common
      stock in SPAC among each of the

                last
      trading day of March 2009, April 2009

                and
      May 2009)

              


      

    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              PRE-CLOSING
      MATTERS

            


    

    


    
      	
              5.1

            	
              Each
      of the Sellers hereby undertakes with the Purchaser and SPAC that if at
      any time before Closing, such Seller comes to know of any fact,
      circumstance or event which:

            


    

    


    
      	
               
      

            	
              (a)

            	
              (i)
      is in any way inconsistent with such Seller’s Warranties contained in
      paragraphs 1.1, 1.2 and 2 in Part
      A of Schedule
      4, or suggests that any fact warranted may not be as warranted or
      may be misleading in any respect or (ii) is in any way inconsistent with
      any of the undertakings or Sellers’ Warranties made by such Seller (save
      for those warranties set out in 5.1(a)(i) above), or suggests that any
      fact warranted may not be as warranted or may be misleading in any
      material respect; and/or

            


    

    


    
      	
               
      

            	
              (b)

            	
              may
      have occurred any material adverse effect (“Sellers’ Material Adverse
      Effect”) on: -

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      business, assets, properties, results of operations or condition
      (financial or otherwise) of any of the Windrace Group Companies or one or
      more Windrace Group Companies taken as a whole;
  or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      ability of such Seller to consummate the transactions contemplated by this
      Agreement or perform its obligations under this
  Agreement;

            


    

    


    provided,
however, that none of the following shall be deemed to constitute, and none of
the following shall be taken into account in determining whether there has been
a Sellers’ Material Adverse Effect: any adverse change, event, development, or
effect arising from or relating to (a) the economy in general or (b) the
industry in which the Windrace Group operates in general (in each case under (a)
and (b) not specifically relating to or disproportionately affecting the
Windrace Group),

    


    such
Seller shall as soon as practicable give written notice thereof to the Purchaser
and SPAC.

    


    
      	
              5.2

            	
              Each
      of the Founders hereby undertakes with the Purchaser and SPAC that if at
      any time before Closing, such Founder comes to know of any fact,
      circumstance or event which:

            


    

    


    
      	
               
      

            	
              (a)

            	
              (i)
      is in any way inconsistent with any  such Founders’ Warranties
      contained in paragraph 2 in Part
      B of Schedule
      4, or suggests that any fact warranted may not be as warranted or
      may be misleading in any respect; or (ii) is in any way inconsistent with
      any of the undertakings or Founders’ Warranties made by such Founder (save
      for those warranties set out in Clause 5.2 (a)(i) above), or suggests that
      any fact warranted may not be as warranted or may be misleading in any
      material respect; and/or

            


    

    


    
      	
               
      

            	
              (b)

            	
              may
      have occurred any material adverse effect (“Founders’ Material Adverse
      Effect”) on: -

            


    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (i)

            	
              the
      business, assets, properties, results of operations or condition
      (financial or otherwise) of any of the Windrace Group Companies or one or
      more Windrace Group Companies taken as a whole;
  or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      ability of such Founder to consummate the transactions contemplated by
      this Agreement or perform its obligations under this
      Agreement;

            


    

    


    provided, however, that none of the
following shall be deemed to constitute, and none of the following shall be
taken into account in determining whether there has been a Founders’ Material
Adverse Effect: any adverse change, event, development, or effect arising from
or relating to (a) the economy in general or (b) the industry in which the
Windrace Group operates in general (in each case under (a) and (b) not
specifically relating to or disproportionately affecting the Windrace
Group),

    


    such
Founder shall as
soon as practicable give written notice thereof to the Purchaser.

    


    
      	
              5.3

            	
              Each
      of the Sellers hereby undertakes with the Purchaser and SPAC that pending
      Closing, it /he shall not: -

            


    

    


    
      	
               
      

            	
              (a)

            	
              do
      (directly or indirectly) or allow to be done any act or omission which
      would constitute or give rise to a breach of any of the Sellers’
      Warranties if the Sellers’ Warranties were given at any time up to the
      Closing Date; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              dispose
      of any interest in any shares or equity interests in Windrace or create or
      grant any Encumbrance over or in respect of any of
  them.

            


    

    


    
      	
              5.4

            	
              Each
      of the Founders hereby undertakes with the Purchaser and SPAC that pending
      Closing:

            


    

    


    
      	
               
      

            	
              (a)

            	
              it/he
      shall, and shall procure that each Windrace Group Company
      shall:

            


    

    


    
      	
               
      

            	
              (i)

            	
              not
      do (directly or indirectly)  or allow to be done any act or
      omission which would constitute or give rise to a breach of any of the
      Founders’ Warranties if the Founders’ Warranties were given at any time up
      to the Closing Date;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              procure
      that the Purchaser, SPAC and their respective authorised representatives
      and advisers are promptly given full access to all the Records and other
      documents of each Windrace Group Company and all such information,
      explanations and copies with respect thereto (or thereof) and to the
      business, affairs, assets, liabilities and contracts of each Windrace
      Group Company as the Purchaser, SPAC or their respective authorised
      representatives or advisers may reasonably
  request;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              not
      dispose of any interest in any shares or equity interests in any of the
      Windrace Group Company or any of them or create or grant any Encumbrance
      over or in respect of any of
them;

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (iv)

            	
              not
      pass any resolution in general meeting of any Windrace Group Company
      (other than any resolution constituting ordinary business conducted at an
      annual general meeting) without sending prior written notice to the
      Purchaser and SPAC;

            


    

    


    
      	
               
      

            	
              (b)

            	
              it/he
      will procure that at all times up to Closing each Windrace Group Company
      will comply with the provisions of Schedule
      5.

            


    

    


    
      	
              5.5

            	
              Each
      of the Sellers hereby further undertakes with the Purchaser and SPAC that
      each of them will use all reasonable efforts to assist the Purchaser and
      SPAC, to the extent as permissible, to satisfy all the requirements as
      imposed by SEC or other applicable regulatory authorities to effect the
      transfer of the Sale Shares and transactions contemplated hereunder,
      including but not limited to, the provision of the following to the
      Purchaser or SPAC:-

            


    

    


    
      	
               
      

            	
              (a)

            	
              on
      or before May 13, 2009, a signed original or certified copy of the
      Accounts by any accounting firm of recognised international standard
      approved by the Purchaser (the “Reporting Accountants”),
      accompanied by a signed original or certified copy of an opinion of the
      Reporting Accountants, which opinion shall state that such audits were
      conducted in accordance with the IFRS.  All such financial
      statements shall be complete and correct in all material respects and
      prepared in reasonable detail and in accordance with generally accepted
      accounting principles applied consistently throughout the period reflected
      therein except as stated therein;

            


    

    


    
      	
               
      

            	
              (b)

            	
              from
      time to time such information (including any results of the business,
      affairs, operations, assets, financial condition or prospects of the
      Windrace Group, annual budgets, cash flow analyses, projections, minutes
      of any meetings of any of its board) as may be required for the purpose of
      proxy filing with the SEC; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              from
      time to time any fairness opinion or other opinion as may be required by
      SEC for the purpose of completing the transactions
    hereunder.

            


    

    


    
      	
              5.6

            	
              Each
      of the Purchaser and SPAC hereby undertakes with the Sellers that if at
      any time before Closing, either the Purchaser or SPAC comes to know of any
      fact, circumstance or event which:

            


    

    


    
      	
               
      

            	
              (a)

            	
              (i)
      is in any way inconsistent with any of the Purchaser’s and SPAC’s
      Warranties contained in paragraphs 1.1, 1.2 and 2 in Part
      C of Schedule
      4, or suggests that any fact warranted may not be as warranted or
      may be misleading in any respect or (ii) is in any way inconsistent with
      any of the undertakings or Purchaser’s and SPAC’s Warranties (save for
      those set out in Clause 5.6(a)(i) above), or suggests that any fact
      warranted may not be as warranted or may be misleading in any material
      respect; and/or

            


    

    


    
      	
               
      

            	
              (b)

            	
              may
      have occurred any material adverse effect (“Purchaser’s Material Adverse
      Effect”) on: -

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (i)

            	
              the
      business, assets, properties, results of operations or condition
      (financial or otherwise) of any of the Purchaser or SPAC;
    or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      ability of any of the Purchaser or SPAC to consummate the transactions
      contemplated by this Agreement or perform its obligations under this
      Agreement;

            


    

    


    provided,
however, that none of the following shall be deemed to constitute, and none of
the following shall be taken into account in determining whether there has been
a Purchaser’s Material Adverse Effect: any adverse change, event, development,
or effect arising from or relating to (a) the economy in general or (b) the
industry in which the Purchaser or SPAC operates in general (in each case under
(a) and (b) not specifically relating to or disproportionately affecting the
Purchaser or SPAC),

    


    the
Purchaser or SPAC shall as soon as
practicable give written notice thereof to the Sellers.

    


    
      	
              5.7

            	
              Each
      of the Purchaser and SPAC hereby undertakes with the Sellers that pending
      Closing:

            


    

    


    
      	
               
      

            	
              (a)

            	
              it
      shall not do (directly or indirectly) or allow to be done any act or
      omission which would constitute or give rise to a breach of any of the
      Purchaser’s and SPAC’s Warranties if the Purchaser’s and SPAC’s Warranties
      were given at any time up to the Closing Date;
  and

            


    

    


    
      	
               
      

            	
              (b)

            	
              it
      will procure that at all times up to Closing the Purchaser and SPAC will
      comply with the provisions of Schedule
      6.

            


    

    


    
      	
              5.8

            	
              Each
      of the Purchaser and SPAC hereby further undertakes with the Sellers that,
      subject to compliance with all applicable Regulations, it will use all
      reasonable efforts to complete the following not later than 10 days after
      the Closing Date: -

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      merger with and into the Purchaser by SPAC with the Purchaser as the
      surviving entity (the “Merged Entity”), and the
      registration of the Merged Entity under the securities laws of the United
      States (the “Redomestication
      Merger”);

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      change of name of the Merged Entity to such other name as may be agreed
      between the parties hereto (the “Name
      Change”);

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      relocation of the listing of securities of the Merged Entity to the NYSE
      or such other stock exchange as may be agreed between the parties hereto
      (the “Listing
      Relocation”); and

            


    

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              the
      removal of all existing directors from the board of the Merged Entity
      (“Removal”) and
      the nomination of Mr. Lin and not less than two (2) persons who satisfy
      the independence requirements set forth in applicable Regulations
      (including without limitation, the US Exchange Act and NYSE listing
      standards) for election as directors of the Merged Entity (“Appointments”); provided
      further that following the Appointments, the composition of the board of
      directors of the Merged Entity complies with all applicable
      Regulations.

            


    

     

    
      	
              6.

            	
              CLOSING
      

            


    

    


    
      	
              6.1

            	
              Subject
      to Clause 3.1, Closing shall take place at the offices of Seyfarth Shaw
      LLP at 131 S. Dearborn Street, Suite 2400, Chicago, IL  60603 on the
      3rd Business Day after the Conditions set out in Clause 3.1 have been
      satisfied (or waived pursuant to Clause 3.3, and any conditions attaching
      to such waiver having been satisfied) (except the Condition set out in
      Clause 3.1(d) which shall be fulfilled simultaneously upon Closing) unless
      the parties otherwise agree in writing, but in any event no later than
      November 7, 2009.

            


    

    


    
      	
              6.2

            	
              At
      or before Closing, each party shall procure the doing of the things and
      the delivery to the other party of those documents and other items set out
      in Schedule
      3.

            


    

    


    


    
      	
              7.

            	
              WARRANTIES AND
      INDEMNITIES 

            


    

    


    
      	
              7.1

            	
              Each
      of the Sellers hereby represents, warrants and undertakes to the
      Purchaser, SPAC, and their respective successors in title that each
      statement contained in (i) paragraphs 1.1, 1.2 and 2 in Part
      A of Schedule 4 is true, accurate and complete in all respects and
      not misleading in any respect, and (ii) Part
      A of Schedule 4 (save for those Sellers’ Warranties set out in (i)
      above), is true, accurate and complete in all material respects and not
      misleading in any material respect, in the case of each of (i) and (ii),
      at the date of this Agreement and on each day up to and including the
      Closing Date with reference to the facts and circumstances from time to
      time applying, provided however, that any statement contained herein that
      is qualified by a materiality standard or a material adverse effect shall
      not be further qualified thereby.  Each of the Sellers hereby
      acknowledges that each of the Purchaser and SPAC is entering into this
      Agreement in reliance upon each Sellers’ Warranty.  The
      Purchaser and SPAC acknowledge and agree that each Seller shall give the
      Sellers’ Warranties solely relating to itself and/or the Sale Shares held
      by such Seller and/or its nominee(s). The parties to this Agreement
      expressly agree that the Sellers’ Warranties are made and given subject to
      the matters Disclosed and shall not be nor shall be deemed to be in breach
      of any of the Sellers’ Warranties in respect of matters Disclosed,
      provided that such Sellers’ Warranties when read in conjunction with the
      matters Disclosed satisfy the standards set forth in the first sentence of
      this paragraph.  The Seller’s Warranties are qualified by those
      matters Disclosed.  The Purchaser and SPAC acknowledge and agree
      that if there shall be any breach of any of the Sellers’ Warranties, it
      will only take action against and be entitled to any damages, compensation
      or indemnity whatsoever (if any) from the Seller that has made that
      particular Seller Warranty and will not take action against nor will it be
      entitled to any damages, compensation or indemnity from the other
      Sellers.

            


    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    


    
      	
              7.2

            	
              Each
      Sellers’ Warranty is separate and independent of and without prejudice to
      any other Sellers’ Warranty and, except where expressly stated otherwise,
      is not limited by any provision of this Agreement or another Sellers’
      Warranty.  The Sellers’ Warranties shall survive
      Closing.

            


    

    


    
      	
              7.3

            	
              Each
      of the Sellers hereby agrees to indemnify and keep indemnified on demand
      the Purchaser, SPAC and their respective successors in title from and
      against all losses, costs and expenses (including legal expenses) which
      the Purchaser or SPAC actually sustain from or in consequence of any of
      the Sellers’ Warranties contained in (i) paragraphs 1.1, 1.2 and 2 in
      Part
      A of Schedule 4 not being true and accurate or fully complied with
      in any respect; and (ii) Part
      A of Schedule 4 (save for those Sellers’ Warranties set out in (i)
      above), not being true and accurate or complied with in all material
      respects or being misleading in any material respect.  This
      indemnity shall be without prejudice to any other rights and remedies of
      the Purchaser or SPAC in relation to any such breach of any such Sellers’
      Warranties and all other rights and remedies are expressly reserved to the
      Purchaser or SPAC.

            


    

    


    
      	
              7.4

            	
              Subject
      to Closing having taken place, each of the Sellers undertakes to the
      Purchaser that it will not (and procure the nominee(s) will not), transfer
      or dispose of, or grant or create any interests or rights of any nature in
      respect of, any interest in any Additional Shares issued to it and/or its
      nominee(s), prior to the date falling six months (or any such longer
      period as may be required by SEC or the financial adviser of the Purchaser
      or any other applicable regulatory authorities) from the Closing
      Date.

            


    

    


    
      	
              7.5

            	
              Each
      of the Founders hereby represents, warrants and undertakes to the
      Purchaser, SPAC and their respective successors in title that each
      statement contained in (i) paragraph 2 in Part
      B of Schedule 4 is true, accurate and complete in all respects and
      not misleading in any respect, and (ii) Part
      B of Schedule 4 (save for those
      Founders’ Warranties set out in (i) above), is true, accurate and complete
      in all material respects and not misleading in any material respect, in
      the case of each of (i) and (ii), at the date of this Agreement and on
      each day up to and including the Closing Date with reference to the facts
      and circumstances from time to time applying, provided however, that
      any statement contained herein that is qualified by a materiality standard
      or a material adverse effect shall not be further qualified
      thereby.  Each of the Founders hereby acknowledges that each of
      the Purchaser and SPAC is entering into this Agreement in reliance upon
      each Founders’ Warranty.  The parties to this Agreement
      expressly agree that the Founders’ Warranties are made and given subject
      to the matters Disclosed and shall not be nor shall be deemed to be in
      breach of any of the Founders’ Warranties in respect of matters Disclosed,
      provided that such Founders’ Warranties when read in conjunction with the
      matters Disclosed satisfy the standards set forth in the first sentence of
      this paragraph.  The Founders’ Warranties are qualified by those
      matters Disclosed.

            


    

    


    
      	
              7.6

            	
              Each
      Founders’ Warranty is separate and independent and without prejudice to
      any other Founders’ Warranty and, except where expressly stated otherwise,
      is not limited by any provision of this Agreement or another Founders’
      Warranty.  The Founders’ Warranties shall survive
      Closing.

            


    

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    
      	
              7.7

            	
              Each
      of the Founders hereby agrees to indemnify and keep indemnified on demand
      the Purchaser, SPAC and their respective successors in title from and
      against all losses, costs and expenses (including legal expenses) which
      the Purchaser or SPAC actually sustain from or in consequence of any of
      the Founders’ Warranties contained in (i) paragraph 2 in Part
      B of Schedule 4 not being true and accurate or fully complied with
      in any respect; and (ii) Part
      B of Schedule 4 (save for those Founders’ Warranties set out in (i)
      above), not being true and accurate or complied with in all material
      respects or being misleading in any material respect.  This
      indemnity shall be without prejudice to any other rights and remedies of
      the Purchaser or SPAC in relation to any such breach of any such Founders’
      Warranties and all other rights and remedies are expressly reserved to the
      Purchaser or SPAC.

            


    

    


    
      	
              7.8

            	
              Each
      of the Purchaser and SPAC represents, warrants and undertakes to the
      Sellers and their respective successors in title that each statement
      contained in (i) paragraphs 1.1, 1.2 and 2 in Part
      C of Schedule 4 is true, accurate and complete in all respects and
      not misleading in any respect, and (ii) Part
      C of Schedule 4 (save for those Purchaser’s and SPAC’s Warranties
      set out in (i) above), is true, accurate and complete in all material
      respects and not misleading in any material respect, in the case of each
      of (i) and (ii), at the date of this Agreement and on each day up to and
      including the Closing Date with reference to the facts and circumstances
      from time to time applying, provided however, that any statement
      contained herein that is qualified by a materiality standard or a material
      adverse effect shall not be further qualified thereby.  Each of
      the Purchaser and SPAC acknowledges that each of the Sellers is entering
      into this Agreement in reliance upon each Purchaser’s and SPAC’s Warranty.
      The parties to this Agreement expressly agree that the Purchaser’s and
      SPAC’s Warranties are made and given subject to the matters Disclosed and
      shall not be nor shall be deemed to be in breach of any of the Purchaser’s
      and SPAC’s Warranties in respect of matters Disclosed, provided that such
      Purchaser’s and SPAC’s Warranties when read in conjunction with the
      matters Disclosed satisfy the standards set forth in the first sentence of
      this paragraph.  The Purchaser’s and SPAC’s Warranties are
      qualified by those matters
Disclosed.

            


    

    


    
      	
              7.9

            	
              Each
      Purchaser’s and SPAC’s Warranty is separate and independent and without
      prejudice to any other Purchaser’s and SPAC’s Warranty and, except where
      expressly stated otherwise, is not limited by any provision of this
      Agreement or another Purchaser’s and SPAC’s Warranty.  The
      Purchaser’s and SPAC’s Warranties shall survive
  Closing.

            


    

    


    
      	
              7.10

            	
              Each
      of the Purchaser and SPAC agrees to indemnify and keep indemnified on
      demand the Sellers and their respective successors in title from and
      against all losses, costs and expenses (including legal expenses) which
      the Sellers actually sustain from or in consequence of any of the
      Purchaser’s and SPAC’s Warranties
      contained in (i) paragraphs 1.1, 1.2 and 2 in Part
      C of Schedule 4 not being correct or fully complied with in any
      respect; and (ii) Part
      C of Schedule 4 (save for those Purchaser’s and SPAC’s Warranties
      set out in (i) above), not being true and accurate or complied with in all
      material respects or being misleading in any material
      respect.  This indemnity shall be without prejudice to any other
      rights and remedies of the Sellers in relation to any such breach of any
      such Purchaser’s and SPAC’s Warranties and all other rights and remedies
      are expressly reserved to the
Sellers.

            


    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    
      	
              8.

            	
              POST CLOSING
      UNDERTAKINGS

            


    

    


    
      	
              8.1

            	
              Subject
      to Closing having taken place, each of the Sellers shall execute such
      further documents and perform and procure such acts and things as the
      Purchaser may reasonably require to vest the beneficial and registered
      ownership of the Sale Shares in the Purchaser and/or its nominee(s) free
      from any Encumbrances and to give full effect to the Sellers’ obligations
      under this Agreement.

            


    

    


    
      	
              8.2

            	
              Subject
      to Closing having taken place, each of the Sellers irrevocably and
      unconditionally undertakes to the Purchaser and SPAC that it shall execute
      and procure Windrace to execute such further documents and perform and
      procure filings and registrations and such other acts and things as the
      Purchaser and SPAC may reasonably require (including all amendments to the
      articles of association of Windrace) to confer onto the Purchaser its
      rights and benefits that shall be enjoyed by the Purchaser through its
      holding in Windrace.

            


    

    


    
      	
              8.3

            	
              Subject
      to Closing having taken place, the Purchaser and SPAC shall execute such
      further documents and perform and procure such acts and things as the
      Sellers may reasonably require to vest the beneficial and registered
      ownership of the Additional Shares in the Sellers and/or their nominees
      free from any Encumbrances (subject to the escrow and release schedule set
      out in Clause 10 and the terms and conditions of the Escrow Agreement) and
      to give full effect to the Purchaser’s obligations under this
      Agreement.

            


    

    


    
      	
              8.4

            	
              Subject
      to Closing having taken place, each of the Purchaser and SPAC irrevocably
      and unconditionally undertakes to the Sellers that it shall execute such
      further documents and perform and procure filings and registrations and
      such other acts and things as the Sellers may reasonably require to confer
      onto the Sellers their rights and benefits that shall be enjoyed by the
      Sellers through their holdings of the Additional Shares (subject to the
      escrow and release schedule set out in Clause 10 and the terms and
      conditions of the Escrow
Agreement).

            


    

     

    
      	
              9.

            	
              TERMINATION

            


    

    


    
      	
              9.1

            	
              Subject
      to fulfilment or waiver (pursuant to Clause 3.3) of the Conditions and
      if:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Closing
      does not take place on the date set forth in Clause 6.1 hereof as a result
      of the Sellers or the Founders (or any of them) failing  to
      comply with any of their obligations under Clause 6;
  or

            


    

    


    
      	
            	
              (b) 

            	
              at
      any time prior to Closing, the Purchaser or SPAC becomes aware
      that:

            


    

    


    
      	
               
      

            	
              (i)

            	
              any
      of the Sellers’ Warranties or the Founders’ Warranties is incorrect,
      inaccurate or misleading; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              any
      obligation of the Sellers or the Founders hereunder has not been or is (in
      the reasonable opinion of the Purchaser or SPAC) incapable of being
      carried out,

            


    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              in
      the case of either (i) or (ii) in a way which (in the reasonable opinion
      of the Purchaser or SPAC) is material in the context of the proposed
      acquisition of the Sales Shares,

            


    

    


    
      	
               
      

            	
              the
      Purchaser or SPAC may, at its option (but without prejudice to any other
      right or remedy it may have, including without limitation any right to
      subsequently claim for (x) such failure to comply, (y) breach of contract
      by the Sellers or the Founders or (z) breach of the Sellers’ Warranties or
      the Founders’ Warranties) by written notice to the Sellers prior to
      Closing, elect to:

            


    

    


    
      	
            	
              (aa)

            	
              proceed
      to Closing in so far as reasonably
practicable;

            


    

    


    
      	
               
      

            	
              (bb)

            	
              postpone
      Closing to a date (which in any event shall not exceed thirty (30)
      Business Days beyond the Closing Date) after the Closing Date in
      accordance with Clause 6.1 hereof;
or

            


    

    


    
      	
            	
              (cc)

            	
              terminate
      this Agreement.

            


    

    


    
      	
               
      

            	
              If
      the Purchaser or SPAC elects to postpone Closing in accordance with Clause
      9.1(bb), the provisions of this Agreement shall apply (excluding the
      option to further postpone the Closing under Section 9.1(bb)) until the
      date of such Closing.

            


    

    


    
      	
              9.2

            	
              Subject
      to fulfilment or waiver (pursuant to Clause 3.3) of the Conditions and
      if:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Closing
      does not take place on the date set forth in Clause 6.1 hereof as a result
      of the Purchaser or SPAC (or any of them) failing to comply with any of
      their obligations under Clause 6;
or

            


    

    


    
      	
               
      

            	
              (b)

            	
              at
      any time prior to Closing, any of the Sellers become aware
      that:

            


    

    


    
      	
               
      

            	
               (i)

            	
              any
      of the Purchaser’s and SPAC’s Warranties, is incorrect, inaccurate or
      misleading; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              any
      obligation of the Purchaser or SPAC hereunder has not been or is (in the
      reasonable opinion of the Majority Shareholders) incapable of being
      carried out,

            


    

    


    
      	
               
      

            	
              in
      the case of either (i) or (ii) in a way which (in the reasonable opinion
      of the Majority Shareholders) is material in the context of the proposed
      acquisition of the Additional
Shares,

            


    

    


    the
Majority Shareholders’ Agent (acting on behalf of the Majority Shareholders)
may, at its option (but without prejudice to any other right or remedy it may
have, including without limitation any right to subsequently claim for (x) such
failure to comply, (y) breach of contract by the Purchaser or SPAC, or (z)
breach of the Purchaser’s or SPAC’s Warranties) by written notice to the
Purchaser and SPAC prior to Closing, elect to:


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    


    
      	
            	
              (aa)

            	
              proceed
      to Closing in so far as reasonably
practicable;

            


    

    


    
      	
               
      

            	
              (bb)

            	
              postpone
      Closing to a date (which in any event shall not exceed thirty (30)
      Business Days beyond the Closing Date) after the Closing Date in
      accordance with Clause 6.1 hereof;
or

            


    

    


    
      	
               
      

            	
              (cc)

            	
              terminate
      this Agreement.

            


    

    


    
      	
               
      

            	
              If
      the Majority Shareholders’ Agent (acting on behalf of the Majority
      Shareholders) elects to postpone Closing in accordance with Clause
      9.2(bb), the provisions of this Agreement shall apply (excluding the
      option to further postpone the Closing under Clause 9.2(bb)) until the
      date of such Closing.

            


    

    


    
      	
              9.3

            	
              If
      this Agreement shall be terminated under this Clause 9 or Clause
      3.4:

            


    

    


    
      	
               
      

            	
              (a)

            	
              save
      as otherwise provided herein, all rights and obligations of the parties
      shall cease immediately upon termination, except
  that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              termination
      shall not affect the then accrued rights and obligations of the parties;
      and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              termination
      shall be without prejudice to the continued application of this Clause and
      Clauses 13 and 14, 16.2 to 19  (and all provisions relevant to
      the interpretation and enforcement thereof) which shall remain in full
      force and effect.

            


    

    


    
      	
               
      

            	
              (b)

            	
              In
      the case of termination pursuant to Clause 9.1(cc), each Seller shall (in
      addition to any other remedy the Purchaser or SPAC may have) indemnify the
      Purchaser and SPAC against all costs and expenses (including the costs and
      expenses of legal, financial, accounting and other advisers) incurred by
      the Purchaser or SPAC in connection with the negotiation, preparation,
      execution and termination of this Agreement and the proposed purchase of
      the Sale Shares (and all due diligence and other investigations and
      research in connection therewith) or the satisfaction of any of the
      Conditions set forth in Clause
3.1. 

            


    

     

    
      	
              10.

            	
              ESCROW AND RELEASE
      SCHEDULE FOR INVESTOR SHARES AND ADDITIONAL
      SHARES

            


    

    


    
      	
              10.1

            	
              Subject
      to Clause 4.2 of this Agreement, and subject to Closing having taken
      place, the Investor Shares shall be allotted and issued to any Third Party
      Investor(s) and/or their respective nominees free from Encumbrances on the
      Closing Date.

            


    

    


    
      	
              10.2

            	
              Subject
      to Closing having taken place, the Additional Shares shall be released to
      the Sellers in four tranches subject to and in accordance with the terms
      and conditions of the Escrow Agreement. The schedule of release shall be
      as follows:-

            


    

     

    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              (i)

            	
              At
      Closing, subject to Clause 10.2(a)(ii) below and the restrictions set out
      in Clause 7.4, 2,750,000 Additional Shares shall be released to the
      Sellers.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              In
      the event that the aggregate number of Investor Shares issued and allotted
      to the Third Party Investor(s) and the Additional Shares released to the
      Sellers pursuant to Clause 10.2(a)(i) above constitute less than 51% of
      the entire issued share capital of the Purchaser immediately after
      Closing, additional number of Additional Shares (“Closing Adjustment
      Shares”) amounting to the difference between the number of shares
      representing 51% of the entire issued share capital of the Purchaser and
      2,750,000 shall be released to the Sellers to ensure that the aggregate
      shareholding held by the Third Party Investor(s) and the Sellers is not
      less than 51% of the entire issued share capital of the
      Purchaser.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      remaining Additional Shares issued shall be delivered to the Escrow Agent
      to be held by it in escrow subject to and in accordance with this Clause
      and the terms and conditions of the Escrow
  Agreement.

            


    

    


    
      	
               
      

            	
              (b)

            	
              (i)

            	
              If the 2009 Adjusted
      Earnings are not less than the 2009 Target Earnings,
      such number of Additional Shares amounting to the difference between
      8,555,180 and the Closing Adjustment Shares shall be released by the
      Escrow Agent to the Sellers within 10 days of the completion of the 2009
      Audit.

            	
               

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      the 2009 Adjusted Earnings are less than the 2009 Target Earnings, the
      release of this tranche of Additional Shares will be deferred, subject to
      the other provisions set out in this Clause
10.

            


    

    


    
      	
               
      

            	
              (c)

            	
              (i)

            	
              If
      the 2010 Adjusted Earnings are not less than the 2010 Target
      Earnings,

            


    

    


    
      	
               
      

            	
              (A)

            	
              an
      aggregate of 4,277,590 Additional Shares;
and

            


    

    


    
      	
               
      

            	
              (B)

            	
              if
      there were Additional Shares deferred from last year as referred to in
      Clause 10.2(b)(ii), such Additional
Shares

            


    

    


    
      	
               
      

            	
              shall
      be released by the Escrow Agent to the Sellers within 10 days of the
      completion of the 2010 Audit.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      the 2010 Adjusted Earnings are less than the 2010 Target Earnings, the
      release of this tranche of Additional Shares set out in (i)(A) above, as
      well as any Additional Shares deferred from the preceding year, will be
      deferred, subject to the other provisions set out in this Clause
      10;

            


    

    


    
      	
               
      

            	
              (d)

            	
              If
      the 2011 Adjusted Earnings are not less than the 2011 Target Earnings:
      -

            


    

    


    
      	
               
      

            	
              (i)

            	
              an
      aggregate of 1,425,863 Additional Shares;
and

            


    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (ii)

            	
              if
      there were Additional Shares deferred from the previous year(s) as
      referred to in Clauses 10.2(b)(ii) and/or 10.2(c)(ii), such Additional
      Shares

            


    

    


    shall be
released by the Escrow Agent to the Sellers within 10 days of the completion of
the 2011 Audit.

    


    
      	
               
      

            	
              (e)

            	
              The
      number of Additional Shares to be released to each Seller in each tranche
      shall be subject to and in accordance with the terms and conditions of the
      Escrow Agreement.

            


    

    


    
      	
              10.3

            	
              In
      the event that the 2011 Adjusted Earnings are less than the 2011 Target
      Earnings, any Additional Shares which are still held in escrow shall be
      released to the Sellers within 10 days of the completion of the 2011 Audit
      in accordance with the following
formula:

            


    

    


    
      
        	
                Additional
      Shares to be released

              	
                =

              	
                2011 Adjusted Earnings

                2011
      Target Earnings

              	
                x   the
      number of Additional Shares held in
escrow

              


      

    

    


    
      	
              10.4

            	
              Any
      Additional Shares still held in escrow which have not been released
      pursuant to Clause 10.3 shall be
cancelled.

            


    

     

    
      	
              11.

            	
              EARN-OUT
      SHARES

            


    

    


    
      	
              11.1

            	
              Subject
      to Closing having taken place and compliance with all applicable
      Regulations, the Sellers shall be entitled to receive 2,212,789 additional
      new ordinary shares of the Purchaser (“Earn-out Shares”)
      provided that the 2011 Adjusted Earnings are not less than the 2011 Target
      Earnings.

            


    

    


    
      	
              11.2

            	
              Subject
      to Clause 11.1, each Seller shall receive the number of Earn-out Shares
      set opposite its name in the following table:
-

            


    

    


    
      
        
          
            	
                    Sellers

                  	 	
                    Number of Earn-out Shares

                  	 
	 
      	 	 	 
	
                    Mr.
      Lin

                  	 	 	889,925	 
	 
      	 	 	 	 
	
                    Ms.
      Chen

                  	 	 	586,269	 
	 
      	 	 	 	 
	
                    RichWise

                  	 	 	267,579	 
	 
      	 	 	 	 
	
                    Tiancheng

                  	 	 	234,508	 
	 
      	 	 	 	 
	
                    Haima

                  	 	 	117,254	 
	 
      	 	 	 	 
	
                    Eagle
      Rise

                  	 	 	117,254	 


          

        

      

    


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Earn-out
      Shares shall be issued on or before the date falling twenty-one (21)
      Business Days following the completion of the 2011 Audit. The Earn-out
      Shares shall rank pari passu in all respects with the issued shares of the
      Purchaser existing as at the date of issue of the Earn-out Shares under
      the Purchaser’s Constituent Documents, including all rights to dividends
      and other distributions.

            


    

     

    
      	
              12.

            	
              REPURCHASE OF SPAC
      WARRANTS

            


    

    


    
      	
              12.1

            	
              Windrace
      undertakes with the Purchaser and SPAC that, from the date hereof, it
      shall purchase such number of SPAC’s warrants (“SPAC Warrants”) or enter
      into such other transactions which shall have the effect of reducing the
      dilutive effect of the SPAC Warrants at such time and consideration as the
      board of Windrace deems beneficial to the interests of its
      shareholders.  Any SPAC Warrants repurchased shall be
      cancelled.

            


    

     

    
      	
              13.

            	
              LIMITATION OF
      LIABILITIES

            


    

    


    
      	
              13.1

            	
              The
      parties hereby agree that the entire liability of (i) all of the Sellers
      and the Founders to the Purchaser and SPAC; and (ii) the Purchaser and
      SPAC to all of the Sellers and the Founders, under this Agreement, the
      Deed of Indemnity and/or in respect of any and all matters/transactions
      contemplated under this Agreement including but not limited to sums
      payable in respect of claims (whether contractual, tortious or otherwise)
      (“Claims”)
      (exclusive of any loss of opportunity in other investments) arising out of
      any one or more of the following:-

            


    

    


    
      	
               
      

            	
              (a)

            	
              breaches
      of the express or implied terms of this
  Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      indemnity, damages or compensation in respect of the matters set out in
      this Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              all
      Claims for breach of any undertakings/covenants/representations made by
      the Sellers under this Agreement;

            


    

    


    
      	
               
      

            	
              (d)

            	
              all
      Claims for breach by the parties hereunder of any of their obligations or
      commitment under this Agreement;
and

            


    

    


    
      	
               
      

            	
              (e)

            	
              interest
      (if any) in respect of any of the above
  payments,

            


    

    


    
      shall be
set out in Clause 13.2.

    

    


    
      	
               
      

            	
              13.2

            	
              (a)

            	
              Except
      as set forth in Clause 13.3, the total liability of all of the Sellers and
      the Founders in contract, tort (including negligence), breach of statutory
      duty, misrepresentation, restitution or otherwise shall be limited to
      US$6,800,000 in aggregate.

            


    

     

    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Except
      as set forth in Clause 13.3, the total
      liability of the Purchaser and SPAC in contract, tort (including
      negligence), breach of statutory duty, misrepresentation, restitution or
      otherwise shall be limited to US$6,800,000  in
      aggregate.

            


    

    


    
      	
              13.3

            	
              Nothing
      in this Agreement limits or excludes any party’s
  liability:

            


    

    


    
      	
               
      

            	
              (a)

            	
              for
      death or personal injury resulting from negligence;
  or

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      damage or liability incurred as a result of fraud or fraudulent
      misrepresentation; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      other matter in respect of which it would be illegal for any party to
      exclude or limit its liability.

            


    

     

    
      	
              13.4

            	
              All
      of the Sellers and the Founders on the one hand and the Purchaser and SPAC
      on the other hand shall not be entitled to recover more than once in
      respect of any one breach giving rise to a claim under this
      Agreement.

            


    

    


    
      	
              13.5

            	
              The
      rights of the Purchaser and SPAC in respect of any Claim under this
      Agreement shall be restricted in the following
  manner:

            


    

    


    
      	
               
      

            	
              (a)

            	
              no
      Claim under this Agreement shall be made against any Seller and Founder
      unless written notice thereof (specifying the nature, quantum and full
      particulars) shall have been given by the Purchaser or SPAC to the
      relevant Seller(s) and Founder(s) on or before the expiry of three (3)
      years after the Closing Date;

            


    

    


    
      	
               
      

            	
              (b)

            	
              no
      Claim under this Agreement shall be made unless the amount of the claim or
      the aggregate amount of the Claims is over US$100,000, and for this
      purpose no Claim shall be aggregated unless its amount is over
      US$20,000.

            


    

    


    
      	
              13.6

            	
              The
      rights of the Sellers and the Founders or any of them in respect of any
      Claim under this Agreement shall be restricted in the following
      manner:

            


    

    


    
      	
               
      

            	
              (a)

            	
              no
      Claim under this Agreement shall be made against the Purchaser and SPAC
      unless written notice thereof (specifying the nature, quantum and full
      particulars) shall have been given by the Sellers and the Founders to the
      Purchaser and SPAC on or before the expiry of three (3) years after the
      Closing Date;

            


    

    


    
      	
               
      

            	
              (b)

            	
              no
      Claim under this Agreement shall be made unless the amount of the claim or
      the aggregate amount of the Claims is over US$100,000, and for this
      purpose no Claim shall be aggregated unless its amount is over
      US$20,000.

            


    

    


    
      	
              13.7

            	
              Without
      prejudice to the provisions set out in Clauses 7 and 13 hereof or any
      other provisions in this Agreement, it is expressly agreed and confirmed
      by the parties that all the obligations and liabilities of the Sellers
      under this Agreement and/or any matters contemplated therein, including
      without limitation, those under Clause 5, shall be on a several
      basis.  Where an obligation or liability under this Agreement
      and/or any matters contemplated herein is attributable to or the
      responsibility of two or more Sellers, each such Seller shall be
      responsible and liable in a proportion equal to the number of Windrace
      shares held by such Seller as at the date of this Agreement divided by the
      aggregate number of Windrace shares held by all the Sellers who are so
      liable as at the date of this Agreement.  Where an obligation or
      liability under this Agreement and/or any matters contemplated herein is
      attributable to or the responsibility of one Seller only, that Seller
      shall be solely responsible for performing or discharging such obligation
      or liability in full.  Notwithstanding the foregoing, all the
      obligations and liabilities of the Founders under this Agreement, the Deed
      of Indemnity and/or any matters contemplated in such documents shall be on
      a joint and several basis and the Founders shall be jointly and severally
      responsible for any Claims against all or any of the
    Founders.

            


    


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

     

    
      	
              14.

            	
              ANNOUNCEMENTS AND
      CONFIDENTIALITY

            


    

    


    
      	
              14.1

            	
              No
      public announcement or communication of any kind shall be made or issued
      in respect of the subject matter of this Agreement by any party hereto,
      save:

            


    

    


    
      	
               
      

            	
              (a)

            	
              with
      the prior written consent of the other party hereto which may not be
      unreasonably withheld or delayed;

            


    

    


    
      	
               
      

            	
              (b)

            	
              to
      the extent required by applicable Regulations, provided the party required
      to make or issue an announcement or communication has, if and to the
      extent practicable, first consulted (giving a reasonable amount of
      information and time to) the other party and taken into account the
      reasonable requirements of the other parties;
or

            


    

    


    
      	
               
      

            	
              (c)

            	
              where
      such announcement or communication is made or issued by the Sellers after
      Closing to a customer, client or contractor of the Windrace Group
      Company  informing it of the Purchaser’s purchase of the Sale
      Shares.

            


    

    


    
      	
              14.2

            	
              Each
      party shall at all times keep confidential, treat as privileged, and not
      directly or indirectly make or allow to be made any disclosure or use of
      any oral or written information relating to the other party (including any
      aspect of that party’s businesses or customers or the existence or subject
      matter of this Agreement or any information, data, documents obtained or
      to be obtained during the conduct of due diligence investigation (“Confidential
      Information”), except to the
extent:

            


    

    


    
      	
               
      

            	
              (a)

            	
              required
      by applicable Regulations and then only after advising the other relevant
      party or parties of that requirement and consulting (giving a reasonable
      amount of information and time to) that other party or parties in respect
      of the relevant matter and taking into account the reasonable requirements
      of the other party;

            


    

    


    
      	
               
      

            	
              (b)

            	
              necessary
      to obtain the benefit of, or to carry out obligations under, this
      Agreement, which shall include the ability to disclose Confidential
      Information to any employees or advisers who need to have it for purposes
      directly connected with the transactions provided for in this Agreement,
      provided that the relevant disclosing party shall advise such employees or
      advisers of the confidential nature of the Confidential Information and
      shall use all reasonable endeavours to procure that such persons keep the
      relevant Confidential Information strictly confidential and shall
      indemnify the other party in respect of all costs, claims, actions,
      proceedings, losses and liabilities in connection with any unauthorised
      disclosure or use of the Confidential Information by such persons;
      or

            


    


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              that
      the information is or becomes available in the public domain without
      breach by a party of its confidentiality obligations under this Clause or
      at law.

            


    

     

    
      	
              15.

            	
              APPOINTMENT OF SPECIAL
      LEGAL ADVISORS

            


    

    


    Windrace
undertakes with the Purchaser and SPAC that it shall appoint any advisor,
consultant or specialist deemed necessary or desirable by Morgan Joseph &
Co. Inc., the financial advisor of SPAC, to secure the SPAC Stockholder Approval
as set out in Clause 3.1(a) or as otherwise necessary or desirable to effectuate
the transactions contemplated under this Agreement.

    


    
      	
              16.

            	
              STAMP DUTY AND
      EXPENSES

            


    

    


    
      	
              16.1

            	
              Stamp
      duty (if any) payable on the instrument(s) of transfer relative to the
      purchase of the Sale Shares shall be borne as to one half by the Sellers
      and as to the other half by the
Purchaser.

            


    

    


    
      	
              16.2

            	
              Save
      as expressly provided herein, all expenses incurred by or on behalf of the
      parties and their advisers including all fees of agents, representatives,
      solicitors, accountants, actuaries and other advisers employed by any of
      them, in connection with the negotiation, preparation or execution of this
      Agreement, shall be borne solely by the party who incurred the
      liability.

            


    

     

    
      	
              17.

            	
              GENERAL

            


    

    


    
      	
              17.1

            	
              Time
      shall be of the essence in this Agreement, both as regards the dates and
      periods specifically mentioned and as to any dates and periods which may,
      by agreement in writing among or on behalf of the parties, be substituted
      for them.

            


    

    


    
      	
              17.2

            	
              No
      failure to exercise, or delay in exercising, any right or remedy under
      this Agreement will operate as a release or waiver of such right or remedy
      or any other right or remedy, nor will any single or partial exercise of
      any right or remedy under this Agreement or provided by law preclude any
      other or further exercise of it or the exercise of any other right or
      remedy. A waiver of any breach of this Agreement or any right of remedy
      under this Agreement shall not be effective, or implied, unless that
      waiver is in writing and is signed by the party against whom that waiver
      is claimed.

            


    

    


    
      	
              17.3

            	
              This
      Agreement supersedes any previous agreement between the parties in
      relation to the acquisition of the Sale Shares and the parties acknowledge
      that no claim shall arise in respect of any agreement so superseded by
      this Agreement.  This Agreement (together with the documents
      referred to herein) contains the entire agreement between the parties
      hereto relating to the transactions provided for herein and there are no
      other warranties, conditions or terms applicable thereto whether express
      or implied.

            


    


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

     

    
      	
              17.4

            	
              Any
      variation to this Agreement shall be binding only if it is in writing and
      signed by or on behalf of each
party.

            


    

    


    
      	
              17.5

            	
              If
      any provision, including any phrase, sentence, clause, section or
      subsection, of this Agreement is invalid, inoperative or unenforceable for
      any reason, such circumstances shall not have the effect of rendering such
      provisions in question invalid, inoperative or unenforceable in any other
      case or circumstance, or of rendering any other provision herein contained
      invalid, inoperative, or unenforceable to any extent
      whatsoever.

            


    

    


    
      	
              17.6

            	
              The
      rights and remedies provided in this Agreement are cumulative and not
      exclusive of any rights or remedies provided by
  law.

            


    

    


    
      	
              17.7

            	
              The
      rights and obligations contained in this Agreement (including but not
      limited to the undertakings, warranties, representations and indemnities)
      remain in force after Closing, except to the extent that they have been
      fully performed or where this Agreement provides
  otherwise.

            


    

    


    
      	
              17.8

            	
              Subject
      to the terms and conditions of this Agreement, each party shall execute
      and deliver such certificates and other documents and take such actions as
      may reasonably be requested by the other party in order to effect the
      transactions contemplated by this
Agreement.

            


    

    


    
      	
              17.9

            	
              This
      Agreement may be executed in several counterparts, each of
      which  shall be deemed an original and all of which shall
      together constitute one and the same
document.

            


    

    


    
      	
              17.10

            	
              No
      party may assign or transfer or purport to assign or transfer any of its
      rights or obligations under this Agreement without the written consent of
      the other parties.

            


    

    


    
      	
              17.11

            	
              Reference
      herein is made to the Prospectus.  Each of the parties hereto
      other than SPAC has read the Prospectus and understands that SPAC has
      established the trust account described in the Prospectus for the benefit
      of the public stockholders and the underwriters of SPAC’s initial public
      offering (the “Underwriters”) and that,
      except for certain exceptions described in the Prospectus, SPAC may
      disburse monies from the trust account only: (i) to the public
      stockholders in the event of the conversion of their shares or the
      liquidation of  SPAC; or (ii) to SPAC only from the interest
      income amounts necessary to pay taxes on such interest income amounts and
      up to US$1,350,000 for working capital; or (iii) to SPAC and the
      Underwriters after consummation of a business combination, as described in
      the Prospectus.  Each of the parties hereto other than SPAC
      hereby agrees that it does not have any right, title, interest or claim of
      any kind in or to any monies in the trust account (a “Trust Claim”) and
      hereby waives any Trust Claim it may have now or in the future as a result
      of, or arising out of, any negotiations, contracts or agreements with SPAC
      and will not seek recourse against the trust account or any funds
      distributed therefrom for any reason
whatsoever.

            


    


    
      
         


      

      
        31

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              Except
      for expenses deemed necessary or advisable by SPAC or the Purchaser to
      effectuate the transactions contemplated under this Agreement and
      the disbursements permitted under this Clause 17.11, SPAC and the
      Purchaser hereby agree that none of them will engage in discussions or
      negotiations or enter into letters of intent, memorandum of understanding,
      contracts, agreements, arrangements or transactions of any nature with any
      third party involving a payment by SPAC or the Purchaser with monies in
      the trust account between the date hereof and
  Closing.

            


    

    


    
      	
              17.12

            	
              Each
      of the Majority Shareholders hereby irrevocably and unconditionally
      authorises RichWise or such other person acceptable to the Purchaser and
      SPAC as the agent of all the Majority Shareholders (the “Majority Shareholders’
      Agent”) to act on their behalf in all matters contemplated under
      Clause 9.2.  All actions taken by the Majority Shareholders’
      Agent pursuant to Clause 9.2 shall be binding on all the Majority
      Shareholders.

            


    

    


    
      	
              17.13

            	
              Each
      of the Sellers and the Founders hereby irrevocably and unconditionally
      authorises RichWise to act on its behalf in all matters contemplated under
      Clause 19.3.  All actions taken by RichWise pursuant to Clause
      19.3 shall be binding on all
Sellers.

            


    

     

    
      	
              18.

            	
              NOTICES

            


    

    


    
      	
              18.1

            	
              Any
      notice or other communication under or in connection with this Agreement
      shall be in writing and shall be left at or sent by pre-paid registered
      post (if posted from and to an address in Hong Kong), pre-paid registered
      airmail (if posted from or to an address outside Hong Kong) or facsimile
      transmission to the party due to receive the notice or communication at
      its respective address or facsimile number set out below or to such other
      address and/or number(s) as may have been last specified by such party by
      written notice to each of the other parties
  hereto.

            


    

    


    
      	 
      	
              To
      the Sellers:

            
	 
      	 
      	 
      
	 
      	
              (1)

            	
              Shuipan
      Lin, accepting notices and other communications under Clause 18.1 on
      behalf of himself, Xiayu Chen, Tiancheng and Haima

            
	 
      	 
      	 
      
	 
      	
              Address:

            	
              No.
      103, Qiancanggong Road, Huatingkou Village, Chendai Town, Jinjiang City,
      Fujian Province, the PRC

            
	 
      	 
      	 
      
	 
      	
              Telephone:

            	
              86-595-8285-8888

            
	 
      	 
      	 
      
	 
      	
              Facsimile:

            	
              86-595-8206-9999

            
	 
      	 
      	 
      
	 
      	
              (2)

            	
              RichWise
      International Investment Group Limited, accepting notices and other
      communications under Clause 18.1 on behalf of itself and Eagle
      Rise

            


    

     

    
      
         


      

      
        32

        
          

        

      

      
         


      

    

    


    
      	 
      	
              Address:

            	
              Room
      4101 Landmark, 4028 Jintin Road, Fujian District, Shenzhen,
      PRC

            
	 
      	 
      	 
      
	 
      	
              Attention:

            	
              Jinlei
      Shi

            
	 
      	 
      	 
      
	 
      	
              Telephone:

            	
              86-755-8283-9998

            
	 
      	 
      	 
      
	 
      	
              Facsimile:

            	
              86-755-8283-9966

            
	 
      	 
      	 
      
	 
      	
              To
      Windrace:

            	 
      
	 
      	 
      	 
      
	 
      	
              Address:

            	
              Xidelong
      Industrial Zone, Jinjiang, Fujian, the PRC

            
	 
      	 
      	 
      
	 
      	
              Attention:

            	
              Shuipan
      Lin

            
	 
      	 
      	 
      
	 
      	
              Telephone:

            	
              86-595-8285-8888

            
	 
      	 
      	 
      
	 
      	
              Facsimile:

            	
              85-595-8206-9999

            
	 
      	 
      	 
      
	 
      	
              To
      the Purchaser and SPAC

            
	 
      	 
      	 
      
	 
      	
              Address:

            	
              221
      Boston Post Road East

            
	 
      	 
      	
              Suite
      410

            
	 
      	 
      	
              Marlborough,
      MA  01753

            
	 
      	 
      	 
      
	 
      	
              Attention:

            	
              G.
      George Lu

            
	 
      	 
      	 
      
	 
      	
              Telephone:

            	
              +1
      (508) 624-4948

            
	 
      	 
      	 
      
	 
      	
              Facsimile:

            	
              +1
      (508) 624-4988

            
	 
      	 
      	 
      
	 
      	 
      	
              with
      a copy to

            
	 
      	 
      	 
      
	 
      	 
      	
              (1)
      Seyfarth Shaw LLP

            
	 
      	 
      	
              Attn: 
      Michel J. Feldman

            
	 
      	 
      	
              131
      S. Dearborn Street

            
	 
      	 
      	
              Suite
      2400

            
	 
      	 
      	
              Chicago,
      IL  60603

            
	 
      	 
      	
              Telephone: 
      +1 (312) 460-5613

            
	 
      	 
      	
              Facsimile:
      +1 (312) 460-7613

            
	 
      	 
      	 
      
	 
      	 
      	
              (2)
      Deacons

            
	 
      	 
      	
              Attn:
      Eugina Chan / Rosita Chu

            
	 
      	 
      	
              5th
      Floor, Alexandra House,

            
	 
      	 
      	
              18
      Chater Road

            
	 
      	 
      	
              Central,
      Hong Kong

            
	 
      	 
      	
              Telephone:
      2825 9211

            
	 
      	 
      	
              Facsimile:
      2810 0431

            


    

     

    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    
      	
              18.2

            	
              In
      the absence of evidence of earlier receipt, a notice or other
      communication is deemed given:

            


    

    


    
      	
               
      

            	
              (a)

            	
              if
      delivered personally, when left at the address referred to in Clause
      18.1;

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      sent by mail except air mail, two (2) days after posting;
    and

            


    

    


    
      	
               
      

            	
              (c)

            	
              if
      sent by air mail, six (6) days after
posting;

            


    

    


    
      	
               
      

            	
              (d)

            	
              if
      sent by fax, on completion of its
transmission.

            


    

    


    In
proving the giving of a notice by mail it shall be sufficient to prove that the
envelope containing such notice was properly addressed and
posted.


    


    19.GOVERNING LAW AND
JURISDICTION

    


    
      	
              19.1

            	
              This
      Agreement is governed by, and shall be construed in accordance with, the
      laws of Hong Kong.

            


    

    


    
      	
              19.2

            	
              Each
      party hereby irrevocably submits to the non-exclusive jurisdiction of the
      courts of Hong Kong in respect of all matters arising in connection with
      this Agreement. The submission to the jurisdiction of the courts of Hong
      Kong shall not (and shall not be construed so as to) limit the right of
      one party or several parties to take proceedings against the other parties
      (or any of them) in any other court of competent jurisdiction, nor shall
      the taking of proceedings by one party or several parties in any one or
      more jurisdictions preclude such party or parties taking proceedings in
      any other jurisdiction (whether concurrently or not) if and to the extent
      permitted by applicable law.

            


    

    


    
      	
              19.3

            	
              RichWise
      hereby irrevocably appoints Jones Day of 29/F., Edinburgh Tower, the
      Landmark, 15 Queen’s Road, Central, Hong Kong as the agent to accept
      service of legal process on behalf of the Sellers as a group and each of
      the Sellers.  Service of legal process upon such process agent
      of RichWise shall be deemed completed whether or not such legal process is
      forwarded to or received by any Seller.  RichWise hereby
      irrevocably agrees that, if the process agent ceases to have an address in
      Hong Kong or ceases to act as the process agent on behalf of the Sellers
      as a group and each of the Sellers, it shall appoint a new process agent
      in Hong Kong for the same purposes and will deliver to the other parties
      within fourteen (14) days a copy of a written acceptance of appointment by
      the process agent.  If at any time RichWise appoints a new
      process agent, it shall give written notice to the other parties of such
      appointment and until such time service on the process agent last known to
      the other parties shall be deemed to be effective
  service.

            


    

     

    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    
      	
              19.4

            	
              Each
      of the Purchaser and SPAC hereby irrevocably appoints Law Debenture
      Services (H.K.) Limited of Room 3105, Alexandra House, 18 Chater Road,
      Central, Hong Kong as its agent to accept service of legal process on its
      behalf.  Service of legal process upon the process agent of each
      of the Purchaser and SPAC shall be deemed completed whether or not such
      legal process is forwarded to or received by the Purchaser and
      SPAC.  Each of the Purchaser and SPAC hereby irrevocably agrees
      that if its process agent ceases to have an address in Hong Kong or ceases
      to act as its process agent it shall appoint a new process agent in Hong
      Kong for the same purposes and will deliver to the other parties within
      fourteen (14) days a copy of a written acceptance of appointment by the
      process agent.  If at any time any of the Purchaser and SPAC
      appoints a new process agent it shall give written notice to the other
      parties of such appointment and until such time service on the process
      agent last known to the other parties shall be deemed to be effective
      service.

            


    

     

    
      
         


      

      
        35

        
          

        

      

      
         


      

    

    


    IN WITNESS whereof this
Agreement has been duly executed on the date first above written.

    


    EXECUTED AS AN
AGREEMENT

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                	
                                                                                        SIGNED
      BY SHUIPAN LIN

                                                                                      	
                                                                                        )

                                                                                      
	
                                                                                        in
      the presence of :-

                                                                                      	
                                                                                        )

                                                                                      
	 
      	 
      
	
                                                                                        /s/

                                                                                      	 
      
	 
      	 
      
	
                                                                                        SIGNED
      BY XIAYU CHEN

                                                                                      	
                                                                                        )

                                                                                      
	
                                                                                        in
      the presence of :-

                                                                                      	
                                                                                        )

                                                                                      
	 
      	 
      
	
                                                                                        /s/

                                                                                      	 
      
	 
      	 
      
	
                                                                                        SIGNED
      BY

                                                                                      	
                                                                                        )

                                                                                      
	 
      	
                                                                                        )

                                                                                      
	
                                                                                        for
      and on behalf of

                                                                                      	
                                                                                        )

                                                                                      
	
                                                                                        TIANCHENG
      INT’L

                                                                                      	
                                                                                        )

                                                                                      
	
                                                                                        INVESTMENT
      GROUP LIMITED

                                                                                      	
                                                                                        )

                                                                                      
	
                                                                                        in
      the presence of :-

                                                                                      	
                                                                                        )

                                                                                      
	 
      	 
      
	
                                                                                        /s/

                                                                                      	 
      
	 
      	 
      
	
                                                                                        SIGNED
      BY

                                                                                      	
                                                                                        )

                                                                                      
	 
      	
                                                                                        )

                                                                                      
	
                                                                                        for
      and on behalf of

                                                                                      	
                                                                                        )

                                                                                      
	
                                                                                        RICHWISE
      INTERNATIONAL

                                                                                      	
                                                                                        )

                                                                                      
	
                                                                                        INVESTMENT
      GROUP LIMITED

                                                                                      	
                                                                                        )

                                                                                      
	
                                                                                        in
      the presence of :-

                                                                                      	
                                                                                        )

                                                                                      
	 
      	 
      
	
                                                                                        /s/

                                                                                      	 
      
	 
      	 
      
	
                                                                                        SIGNED
      BY

                                                                                      	
                                                                                        )

                                                                                      
	 
      	
                                                                                        )

                                                                                      
	
                                                                                        for
      and on behalf of

                                                                                      	
                                                                                        )

                                                                                      
	
                                                                                        HK
      HAIMA GROUP LIMITED

                                                                                      	
                                                                                        )

                                                                                      
	
                                                                                        in
      the presence of :-

                                                                                      	
                                                                                        )

                                                                                      
	 
      	 
      
	
                                                                                        /s/

                                                                                      	 
      
	 
      	 
      
	
                                                                                        SIGNED
      BY

                                                                                      	
                                                                                        )

                                                                                      
	 
      	
                                                                                        )

                                                                                      
	
                                                                                        for
      and on behalf of

                                                                                      	
                                                                                        )

                                                                                      
	
                                                                                        EAGLE
      RISE INVESTMENTS

                                                                                      	
                                                                                        )

                                                                                      
	
                                                                                        LIMITED

                                                                                      	
                                                                                        )

                                                                                      


                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	
                    in
      the presence of :-

                  	
                    )

                  
	 
      	 
      
	
                    /s/

                  	 
      
	 
      	 
      
	
                    SIGNED
      BY

                  	
                    )

                  
	 
      	
                    )

                  
	
                    for
      and on behalf of

                  	
                    )

                  
	
                    WINDRACE
      INTERNATIONAL

                  	
                    )

                  
	
                    COMPANY
      LIMITED

                  	
                    )

                  
	
                    in
      the presence of :-

                  	
                    )

                  
	 
      	 
      
	
                    /s/

                  	 
      
	 
      	 
      
	
                    SIGNED
      BY

                  	
                    )

                  
	 
      	
                    )

                  
	
                    for
      and on behalf of

                  	
                    )

                  
	
                    EXCEED
      COMPANY LTD.

                  	
                    )

                  
	
                    in
      the presence of :-

                  	
                    )

                  
	 
      	 
      
	
                    /s/

                  	 
      
	 
      	 
      
	
                    SIGNED
      BY

                  	
                    )

                  
	 
      	
                    )

                  
	
                    for
      and on behalf of

                  	
                    )

                  
	
                    2020
      CHINACAP ACQUIRCO, INC.

                  	
                     )

                  
	
                    in
      the presence of :-

                  	
                    )

                  
	 	 
	/s/	 


          

        

      

    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
1

    


    DETAILS OF
SELLERS

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Column
    (1)

                                        	 	
                                          Column
    (2)

                                        	 	
                                          Column
      (3) 

                                        	 
	 
      

                                          Sellers’
      name and address

                                          and
      Company number

                                        	 	
                                          Number
      of

                                          ordinary
      share(s)

                                          held
      by Sellers

                                        	 	
                                          Shareholding
      percentage (%) of the

                                          entire
      issued share capital of Windrace

                                        	 
	 	 	 	 	 	 	 	 	 
	
                                           

                                        	 	
                                           

                                        	 	
                                          Current

                                          shareholding

                                          structure

                                        	 	 	
                                          As
      adjusted after

                                          completion
      of the

                                          Redemption
      (2)

                                        	 
	
                                          Mr. Lin

                                           

                                          Address:
      No. 103,

                                          Qiancanggong
      Road,

                                          Huatingkou
      Village, Chendai

                                          Town,
      Jinjiang City, Fujian

                                          Province,
      the PRC

                                           

                                        	 	
                                          61,375
      (of which 37,000 ordinary shares are beneficially owned by Mr. Lin and
      24,375 ordinary shares are held on trust for Ms. Chen.)

                                           

                                        	 	
                                          61.375%
      (of which 37.000% of the entire  issued share capital of
      Windrace is beneficially owned by Mr. Lin and 24.375% of the entire issued
      share capital of Windrace is held on trust for Ms. Chen.)

                                        	 	 	
                                          66.712%
      (of which 40.217% of the entire issued share capital of Windrace is
      beneficially owned by Mr. Lin and 26.495% of the entire issued share
      capital of Windrace is held on trust for Ms. Chen.)

                                        	 
	
                                          Ms.
      Chen

                                           

                                          Address:  No.
      103,

                                          Qiancanggong
      Road,

                                          Huatingkou
      Village, Chendai

                                          Town,
      Jinjiang City, Fujian

                                          Province,
      the PRC

                                           

                                        	 	
                                          24,375

                                           

                                        	 	
                                          24.375

                                        	% 	 	
                                          26.495

                                        	% 
	
                                          Tiancheng

                                           

                                          Address:
      Unit B, 16th Floor,

                                          CKK
      Comm Ctr, No 289-295 Hennessy Road, Wan Chai,

                                          Hong
      Kong

                                          Company
      number: 1203761

                                           

                                        	 	
                                          9,750

                                        	 	
                                          9.75

                                        	%	 	
                                          10.598

                                        	% 
	
                                          RichWise

                                           

                                          Address:
      Sea Meadow

                                          House, Blackburne Highway,

                                          Road
      Town, Tortola, BVI

                                          Company
      number: 625725

                                           

                                        	 	
                                          11,125

                                        	 	
                                          11.125

                                        	% 	 	
                                          12.092

                                        	% 
	
                                          Haima

                                           

                                          Address:
      Unit B, 16th Floor,

                                          CKK
      Comm Ctr, No 289-295 Hennessy Road, Wan Chai,

                                          Hong
      Kong

                                          Company
      number: 1203741

                                           

                                        	 	
                                          4,875

                                        	 	
                                          4.875

                                        	% 	 	
                                          5.299

                                        	% 
	
                                          Eagle
      Rise

                                           

                                          Address:
      Sea Meadow

                                          House,
      Blackburne Highway,

                                          Road
      Town, Tortola, BVI

                                          Company
      number: 1453334

                                        	 	
                                          4,875

                                        	 	
                                          4.875

                                        	% 	 	
                                          5.299

                                        	% 
	
                                          Total

                                        	 	
                                          92,000

                                        	 	
                                          92.000%

                                        	
                                          (1)

                                        	 	
                                          100.000

                                        	% 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Note:

    


    
      	
               
      

            	
              (1)  The
      remaining 8.000% of the issued share capital of Windrace consists of 8,000
      preferred shares, all of which are held by
  Elevatech.

            


    

    


    
      	
               
      

            	
              (2)  Pursuant
      to the Elevatech Letter Agreement, all of the preferred shares will be
      redeemed by Windrace simultaneously with the
  Closing.

            


    

     

    
      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      



    SCHEDULE
2

    


    PART A

    


    DETAILS OF
WINDRACE

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Company
      name :

                                      	
                                        Windrace
      International Company Limited

                                         

                                      
	
                                        Company
      number:

                                      	
                                        207339

                                      
	 	 
	
                                        Place
      of incorporation :

                                      	
                                        Cayman
      Islands

                                      
	 	 
	
                                        Date
      of incorporation :

                                      	
                                        March
      25, 2008

                                      
	 	 
	
                                        Share
      capital :

                                      	
                                        Authorized:

                                      	
                                        HK$390,000
      divided into 3,892,000 ordinary shares of HK$0.10 each and 8,000 preferred
      shares of HK$0.10 each

                                         

                                      
	 
      	
                                        Issued:

                                      	
                                        100,000
      shares of HK$0.10 each, including 92,000 ordinary shares held by Sellers
      and 8,000 preferred shares held by Elevatech. All of the issued preferred
      shares will be redeemed by Windrace in exchange for the issue of the
      Promissory Note.

                                         

                                      
	
                                        Director(s)
      :

                                      	
                                        Mr.
      Lin

                                        Cai
      Wanjiang

                                        Sun
      Jun

                                        Sun
      Yining

                                        Jin
      Jichun

                                         

                                      
	
                                        Registered
      office :

                                      	
                                        Cricket
      Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman
      Islands

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    
      Shareholder(s):

    

    
      
        
          
            
              	
                       Registered

                      Shareholder(s)

                    	 	
                      Beneficial

                      Shareholder(s)

                    	 	
                      
                        
                        

                         

                         

                         

                         

                        Number
      of share(s)

                        held

                      

                    	 	 	
                      
                        
                        

                        Shareholding

                         percentage

                        (%)
      of the

                        entire
      issued

                        share
      capital

                        of
      Windrace

                      

                    	 
	
                      
                         

                      

                    	 	
                      
                         

                      

                    	 	
                      
                        Ordinary

                        shares

                      

                    	 	 	
                      
                        Preferred

                        shares

                      

                    	 	 	 	 
	
                      Mr.
      Lin

                    	 	
                      Mr.
      Lin

                    	 	 	37,000
    	 	 	 	 	 	 	37.000	%
	 
      	 	
                      Ms.
      Chen

                    	 	 	24,375
    	 	 	 	 	 	 	24.375	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      RichWise

                    	 	
                      RichWise

                    	 	 	11,125
    	 	 	 	 	 	 	11.125	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Tiancheng

                    	 	
                      Tiancheng

                    	 	 	9,750	 	 	 	 	 	 	9.750	%
	
                      Haima

                    	 	
                      Haima

                    	 	 	4,875	 	 	 	 	 	 	4.875	%
	
                      Eagle
      Rise

                    	 	
                      Eagle
      Rise

                    	 	 	4,875	 	 	 	 	 	 	4.875	%
	
                      Elevatech

                    	 	
                      Elevatech

                    	 	 	 	 	 	 	8,000	 	 	 	8.000	%
	
                      Total

                    	 	
                             _

                    	 	 	92,000	 	 	 	8,000	 	 	 	100.000	%


            

          

        

      

    

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
2

    


    PART B

    


    DETAILS OF SUBSIDIARIES OF
WINDRACE

    


    


    
      
        
          
            
              	
                      Company
      name :

                       

                    	 	
                      福建喜得龍體育

                      用品有限公司
      (Fujian Xidelong Sports Goods Co., Ltd.)

                    	 	
                      喜得龍(中國)有限

                      公司 (Xidelong
      (China) Co. Ltd.)

                    	 	
                      Hei
      Dai Lung Group Company Limited

                    	 	
                      XDLong
      Investment Holding Limited

                    
	
                      Company
      number:

                       

                    	 	
                      350500400009643

                    	 	
                      350500400009872

                    	 	
                      869560

                    	 	
                      1426312

                    
	
                      Place
      of incorporation :

                       

                    	 	
                      PRC

                    	 	
                      PRC

                    	 	
                      Hong
      Kong

                    	 	
                      BVI

                    
	
                      Date
      of incorporation :

                       

                    	 	
                      September
      26, 2001

                    	 	
                      April
      13, 2004

                    	 	
                      November
      5, 2003

                    	 	
                      August
      17, 2007

                    
	
                      Authorized
      share capital :

                    	 	
                      N/A

                    	 	
                      N/A

                    	 	
                      HK

                      $10,000
      divided into 10,000 shares of HK$1.00 each

                    	 	
                      Authorized
      to issue a maximum of 50,000 shares in US$

                    
	
                      Issued
      share capital:

                       

                    	 	
                      HK$25,000,000

                    	 	
                      HK$180,000,000

                    	 	
                      HK$10,000

                    	 	
                      US$100

                       

                    
	
                      Director(s)
      :

                    	 	
                      Mr.
      Lin

                      Ms.
      Chen

                      Mr.
      Ding Dongdong

                    	 	
                      Mr.
      Lin

                      Ms.
      Chen

                      Mr.
      Ding Dongdong

                    	 	
                      Xdlong
      Investment Holding Limited

                       

                    	 	
                      Mr.
      Lin

                    
	
                      Registered
      shareholder(s) (number of share(s) held or Percentage of shares held)
      :

                       

                    	 	
                      Hei
      Dai Lung Group Company Limited

                       

                      100%

                    	 	
                      Hei
      Dai Lung Group Company Limited

                       

                      100%

                    	 	
                      Xdlong
      Investment Holding Limited

                       

                      100%

                    	 	
                      Windrace

                       

                      100%

                    
	
                      Beneficial
      shareholder(s) (number of share(s) held or Percentage of share(s) held)
      :

                    	 	
                      Hei
      Dai Lung Group Company Limited

                       

                      100%

                    	 	
                      Hei
      Dai Lung Group Company Limited

                       

                      100%

                    	 	
                      Xdlong
      Investment Holding Limited

                       

                      100%

                    	 	
                      Windrace

                       

                      100%

                    


            

          

        

      

    

    


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
3

    


    COMPLETION
OBLIGATIONS

    


    A.         Obligations of the
Sellers

    


    1.           ACTIONS

    


    The
following actions:

    


    
      	
              1.1

            	
              Holding
      of a meeting, or signing written resolutions, of the board of directors of
      Windrace at or in which resolutions shall be passed
    approving:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      transfer of the Sale Shares in Windrace, their registration in the
      statutory book of Windrace and the issue of the new share certificate(s)
      to the Purchaser and/or its nominee(s) upon presentation of duly executed
      transfer;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      execution of the counterparts of the Deed of Indemnity by the
      Founders;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      issuance of the Promissory Note  and the issuance of the
      preference shares issuable upon conversion of the Promissory Note (the
      “Conversion
      Shares”); and

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      execution of the counterparts of the Escrow Agreement by the
      Sellers.

            


    

     

    
      	
               
      

            	
              1.2

            	
              Redemption
      and issuance of the Promissory Note to Elevatech as consideration for the
      Redemption.

            


    

     

    
      	
              1.3

            	
              Issuance
      by Mr. Lin and RichWise of their respective Personal Guarantees to
      Elevatech.

            


    

     

    
      	
              1.4

            	
              Adoption
      of an amendment to the restated articles of association of Windrace
      providing for the issuance of the Conversion Shares upon the conversion of
      the Promissory Note.

            


    

     

    
      	
              1.5

            	
              Delivery
      of an instruction letter to Windrace’s registered agent authorizing
      registration of Elevatech as a holder of the Conversion Shares upon their
      issuance by Windrace.

            


    

     

    
      	
              1.6

            	
              Signing
      of an amendment agreement to the Shareholders’ Agreement providing for its
      continued effectiveness in the event Elevatech becomes a holder of the
      Conversion Shares (the “Conversion Time”) and
      for the redemption referred to in 1.8
below.

            


    

     

    
      	
              1.7

            	
              Signing
      of a Deed of Adherence between Windrace and the Purchaser, the form of
      which is set forth Schedule 2 to the Shareholders’ Agreement (the “Deed of Adherence”),
      providing for the Purchaser’s agreement to become a party to the
      Shareholders’ Agreement at the Conversion
Time.

            


    

     

    
      
        	
                1.8 

              	
                Signing
      of a deed of covenant in favour of Elevatech providing that, in the event
      that Elevatech holds any preferred shares in Windrace or Conversion Shares
      after the completion of the Financing Transaction (as defined in the
      Elevatech Letter Agreement) and Mr. Lin or RichWise transfers any shares
      they hold in the Purchaser prior to December 31, 2009, then any preferred
      shares in Windrace or Conversion Shares held by Elevatech shall be
      immediately redeemable under the terms and conditions of such preferred
      shares in Windrace or Conversion Shares, as the case may
    be.

              


      

    

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    2.           DELIVERY
OBLIGATIONS

    


     
Delivery of the following documents to the Purchaser: -

    


    
      	
              2.1

            	
              Valid
      share certificate(s) for the Sale Shares in the names of the Purchaser
      and/or in the name of its
nominee(s).

            


    

    


    
      	
              2.2

            	
              (a)

            	
              Duly
      executed and valid instrument(s) of transfer in relation to the Sale
      Shares, such transfer to be in favour of the Purchaser and/or its
      nominee(s) as the Purchaser may
direct.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      duly executed powers of attorney or other authorities under which any of
      the transfer have been executed.

            


    

    


    
      	
              2.3

            	
              Certified
      true copies of the minutes of the meeting or written resolutions at which
      the resolutions referred to in paragraph 1.1 of this Schedule
      3 of this Agreement shall have been
  passed.

            


    

    


    
      	
              2.4

            	
              Certified
      true copies of the minutes of meetings or written resolutions comprising
      board and shareholders of the Sellers (other than Mr. Lin and Ms. Chen)
      approving and authorising the signing of this Agreement, as appropriate,
      the Deed of Indemnity and the Escrow Agreement (if not already delivered
      to the Purchaser).

            


    

    


    
      	
              2.5

            	
              All
      other consents and approvals (if any) to be obtained by Sellers for
      entering into this Agreement and sale of the Sale Shares to the
      Purchaser.

            


    

    


    
      	
              2.6

            	
              Evidence
      (whether by way of a certificate of an executive officer of the Sellers or
      otherwise), in a form reasonably satisfactory to the Purchaser, of
      satisfaction of the Conditions set out in Clause
  3.1.

            


    

    


    
      	
              2.7

            	
              Counterparts
      of the Deed of Indemnity duly executed by the
  Founders.

            


    

    


    
      	
              2.8

            	
              Such
      other documents legally required to give good title to Sale Shares and to
      enable the Purchaser and/or its nominee to become the registered holder of
      Sale Shares.

            


    

    


    
      	
              2.9

            	
              Counterparts
      of the Deed of Adherence duly executed by
  Windrace.

            


    

    


    
      	
              2.10

            	
              Counterparts
      of the Escrow Agreement duly executed by the
  Sellers.

            


    

    


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    


    B.          Obligations of the
Purchaser

    


    1.           ACTIONS

    


    The
following actions:

    


    
      	
              1.1

            	
              Holding
      of a meeting, or signing written resolutions, of the board of directors of
      the Purchaser at or in which resolutions shall be passed
      approving:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      acquisition of the Sale Shares in accordance with the terms of this
      Agreement, the issue and allotment of the Additional Shares and,
      subject to Clause 4.2, the Investor Shares, their registration in the
      statutory book of the Purchaser and the issue of the new share
      certificate(s) to the Sellers or the Third Party Investor(s), as
      appropriate, and/or their
nominee(s);

            


    

     

    
      	
               
      

            	
              (b)

            	
              approving
      the Removal and the Appointments;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Name Change, the Redomestication Merger and the Listing
      Relocation;

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      execution of the counterparts of the Deed of Indemnity by the
      Purchaser;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      execution of the counterparts of the Deed of Adherence by the Purchaser;
      and

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      execution of the counterparts of the Escrow Agreement by the
      Purchaser.

            


    

     

    2.           DELIVERY
OBLIGATIONS

    


    Delivery
of the following documents to the relevant Sellers (or the Escrow Agent in the
case of paragraph 2.1, subject to and in accordance with the terms of the Escrow
Agreement) and/or the Third Party Investor(s), as appropriate: -

    


    
      	
              2.1

            	
              Valid
      share certificate(s) for (a) the Additional Shares in the names of the
      Sellers and/or in the name of their nominee(s); and (b), subject to Clause
      4.2, the Investor Shares in the names of the Third Party Investor(s),
      and/or in the name of their
nominee(s).

            


    

    


    
      	
              2.2

            	
              A
      certified true copy or extract of its board resolutions approving and
      authorising (a) the signing of this Agreement, the Deed of Indemnity, and
      the Escrow Agreement; (b) allotment and issuance of the Additional Shares
      to the Sellers and/or their nominee(s); and, subject to Clause 4.2,
      allotment and issuance of the Investor Shares to the Third Party
      Investor(s) and/or their
nominee(s).

            


    

    


    
      	
              2.3

            	
              Counterparts
      of the Deed of Indemnity duly executed by the
  Purchaser.

            


    

    


    
      	
              2.4

            	
              Certified
      true copies of all other consents and approvals as may be required by all
      applicable Regulations to be obtained by the Purchaser approving (a) the
      issuance and allotment of the Additional Shares to the Sellers and/or
      their nominee(s); and (b) the issuance and allotment of the Investor
      Shares to the Third Party Investor(s) and/or their
    nominee(s).

            


    

    


    
      	
              2.5

            	
              Such
      other documents legally required to give good title to Additional Shares
      and to enable the Sellers and/or their nominee(s) to become the registered
      holders of the Additional Shares.

            


    

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    
      	
              2.6

            	
              Subject
      to Clause 4.2, such other documents legally required to give good title to
      Investor Shares and to enable the Third Party Investor(s) and/or their
      nominee(s) to become the registered holders of the Investor
      Shares.

            


    

    


    
      	
              2.7

            	
              Counterparts
      of the Deed of Adherence duly executed by the
  Purchaser.

            


    

    


    
      	
              2.8

            	
              Counterparts
      of the Escrow Agreement duly executed by the
  Purchaser.

            


    

    


    


    C.           Obligations of
SPAC

    


    1.           ACTIONS

    


    
      	
              1.1

            	
              Issuance
      of an irrevocable instruction (which instruction shall be contingent upon
      Closing having occurred pursuant and subject to this Agreement) to LaSalle
      Global Trust Services directing the immediate payment of HK$306,267,580.48
      (being the First Installment as defined in the Elevatech Letter Agreement)
      using proceeds from the trust account in which a substantial portion of
      the net proceeds of SPAC’s initial public offering are held (the “Elevatech Payment
      Instruction”).

            


    

    


    
      	
              1.2

            	
              Holding
      of a meeting, or signing written resolutions, of the board of directors of
      SPAC at or in which resolutions shall be passed approving the issuance of
      the Elevatech Payment Instruction at
Closing.

            


    

    


    2.           DELIVERY
OBLIGATIONS

    


      
Delivery of the following documents to the Sellers: -

    


    
      	
              2.1

            	
              A
      certified copy or extract of its board resolutions approving and
      authorising the signing of this Agreement, the Deed of Indemnity, the
      Elevatech Payment Instruction and the Escrow
  Agreement.

            


    

    


    
      	
              2.2

            	
              Counterparts
      of the Deed of Indemnity duly executed by
SPAC.

            


    

    


    
      	
              2.3

            	
              Counterparts
      of the Escrow Agreement duly executed by
SPAC.

            


    

    


    
      	
              2.4

            	
              A
      certified copy of the Elevatech Payment Instruction and evidence (whether
      by way of a certificate of an executive officer of SPAC or otherwise), in
      a form reasonably satisfactory to the Sellers, that such instruction has
      been properly delivered to LaSalle Global Trust
  Services.

            


    

    


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
4

    


    PART A

    


    SELLERS’
WARRANTIES

    


    1.           AUTHORITY AND
INFORMATION

    


    
      	
              1.1

            	
              Authority:  Each
      of the Sellers (other than Mr. Lin and Ms. Chen) is a duly incorporated
      and validly existing company under the laws of the place of incorporatin
      and each of the Sellers has full right, power and authority, and has taken
      all necessary action, to validly and duly to execute and deliver, and to
      exercise its rights and perform its obligations under, this Agreement and
      all other documents which are to be executed by each Seller at or before
      Closing, and this Agreement constitutes, and the documents which are to be
      executed by each Seller at or before Closing when executed will
      constitute, legal, valid and binding agreements or obligations of each
      Seller enforceable in accordance with their respective
    terms.

            


    

    


    
      	
              1.2

            	
              Power: Save for the SPAC
      Stockholder Approval referred to in Clause 3.1, each Seller has all the
      power (under its Constituent Documents or otherwise) to permit its entry
      into this Agreement and each Seller has all the power (under its
      Constituent Documents or otherwise) to transfer the Sale Shares in the
      manner set out herein and this Agreement (and its performance) has been
      duly authorised (other than Mr. Lin and Ms. Chen and such authorisation
      remaining in full force and effect) and executed by, and constitutes valid
      and legally binding obligations of, such Seller; save for normal
      compliance with applicable Regulations, there is no authorisation,
      consent, approval or notification required for the purposes of or as a
      consequence of the transfer of the Sale Shares or for the execution and
      delivery of this Agreement or the performance of its obligations hereunder
      either from governmental, regulatory or other public bodies or authorities
      or courts or from any third party pursuant to any contractual or any other
      arrangement to which any of the Sellers is a party; the transfer of the
      Sale Shares is not in contravention of any regulation binding on any of
      the Sellers.

            


    

    


    
      	
              1.3

            	
              Information
      provided:  All information given by the Sellers, or their
      respective advisers, to the Purchaser or the Purchaser’s advisers,
      relating to them or their businesses, activities, affairs, or assets or
      liabilities was, when given, and is now, true, complete and accurate in
      all material respects and not misleading in any material
      respect.

            


    

    


    
      	
              1.4

            	
              No information
      omitted:  There are no facts or circumstances, in
      relation to the assets, business or financial condition of each Seller,
      which have not been fully and fairly Disclosed in writing to the Purchaser
      or the Purchaser’s advisers, and which are material for disclosure to a
      buyer of the Sale Shares or which, if Disclosed, might reasonably have
      been expected to affect the decision of the Purchaser to enter into this
      Agreement, or the terms on which it would do
so.

            


    

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    
      	
              1.5

            	
              Information in
      Schedules: The information in Schedule
      1 and Part A of Schedule 2 concerning such Seller is complete,
      accurate and not misleading.  The only directors of Windrace are
      the persons named in Part
      A of Schedule 2.

            


    

    


    
      	
              2.

            	
              SHARES

            


    

    


    
      	
              2.1

            	
              Shares:  All
      of the Sale Shares held by such Seller are fully paid up or credited as
      fully paid up and rank pari passu in all
  respects.

            


    

    


    
      	
              2.2

            	
              Sale
      Shares:  Such Seller is the sole legal and/or beneficial
      owner of, and has full right, power and authority to sell and transfer,
      and will at Closing sell and transfer, the full legal and/or beneficial
      ownership of the Sale Shares set opposite its name in Column
      (2) of Schedule 1 free from all Encumbrances (of which there are
      none in existence) and with all rights now and hereinafter attaching
      thereto.

            


    

    


    
      	
              2.3

            	
              No options
      etc:  Except as required by this Agreement and the
      Elevatech Letter Agreement, there is not and has never
    been:

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      agreement or arrangement in force which provides for the present or future
      issue, allotment or transfer of, or grant to any person the right (whether
      conditional or otherwise) to call for the issue, allotment or transfer of,
      any share or loan capital of Windrace (including any option or right of
      pre-emption or conversion); or

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      Encumbrance on or in relation to any issued or unissued shares of
      Windrace,

            


    

    


    and no
claim has been made by any person to be entitled to any such agreement,
arrangement or Encumbrance which has not been waived in its entirety or
satisfied in full.


    
      
         


      

      
        47

        
          

        

      

      
         


      

    


    SCHEDULE
4

    


    PART B

    


    FOUNDERS’
WARRANTIES

    


    
      	
              1. 

            	
              INFORMATION

            


    

    


    
      	
              1.1

            	
              Information
      provided:  All information given by the Founders, any
      Windrace Group Company or their respective advisers, to the Purchaser or
      the Purchaser's advisers, relating to them or the Windrace Group or its
      business, activities, affairs, or assets or liabilities was, when given,
      and is now, true, complete and accurate in all material respects and not
      misleading in any material respect.

            


    

    


    
      	
              1.2

            	
              No information
      omitted:  There are no facts or circumstances, in
      relation to the assets, business or financial condition of the Windrace
      Group, which have not been fully and fairly Disclosed in writing to the
      Purchaser or the Purchaser's advisers, and which are material for
      disclosure to a buyer of the Sale Shares or which, if Disclosed, might
      reasonably have been expected to affect the decision of the Purchaser to
      enter into this Agreement, or the terms on which it would do
      so.

            


    

    


    
      	
              1.3

            	
              Information in
      Schedules: The information in Schedules
      1 and 2 is complete, accurate and not misleading.  The
      only directors and officers of each Windrace Group Company are the persons
      named in Schedule
      2.

            


    

    


    
      	
              1.4

            	
              Memorandum and
      articles:  The copy of the Constituent Documents of each
      Windrace Group Company given to the Purchaser or the Purchaser's advisers
      is accurate and complete in all respects and has embodied in it a copy of
      every such resolution all other things required to be embodied in it
      pursuant to the applicable legislation and fully sets out the rights and
      restrictions attaching to each class of share capital of each Windrace
      Group Company.

            


    

    


    
      	
              1.5

            	
              Resolutions:  Since
      the Last Accounts Date, no alteration has been made to the Constituent
      Documents of any Windrace Group Company and no resolution of any kind of
      the shareholders of any Windrace Group Company has been passed (other than
      resolutions relating to business at annual general meetings which was not
      inconsistent with each of its ordinary course of
  business).

            


    

    


    
      	
              2.

            	
              SHARES

            


    

    


    
      	
              2.1

            	
              Shares:  The
      Sale Shares comprise the whole of the allotted and issued ordinary shares
      of Windrace.

            


    

    


    
      	
              2.2

            	
              No options
      etc:  Except as required by this Agreement and the
      Elevatech Letter Agreement, there is not and has never
    been:

            


    


    
      
         


      

      
        48

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              any
      agreement or arrangement in force which provides for the present or future
      issue, allotment or transfer of, or grant to any person the right (whether
      conditional or otherwise) to call for the issue, allotment or transfer of,
      any share or loan capital of any Windrace Group Company (including any
      option or right of pre-emption or conversion or any right or interest of
      similar nature); or

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      Encumbrance on or in relation to any issued or unissued shares of any
      Windrace Group Company,

            


    

    


    and no
claim has been made by any person to be entitled to any such agreement,
arrangement or Encumbrance which has not been waived in its entirety or
satisfied in full.

    


    
      	
              2.3

            	
              No repurchases/financial
      assistance:  Except as Disclosed, no Windrace Group
      Company has at any time purchased or repaid any of its own share capital,
      or given or agreed to give any unlawful assistance in connection with any
      acquisitions of its or any other company’s share
  capital.

            


    

    


    
      	
              2.4

            	
              No other
      interests:  No Windrace Group Company
  has:

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      subsidiary or is or has ever been the holder or beneficial owner of, or
      has agreed to acquire, any share or loan capital of any company, in each
      case, other than the companies contained in Part
      B of Schedule 2; and/or

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      branch, agency or place of business, or any permanent
      establishment.

            


    

    


    
      	
              3.

            	
              ACCOUNTS AND
      RECORDS

            


    

    


    
      	
              3.1

            	
              Accounts:  The
      Accounts:

            


    

    


    
      	
               
      

            	
              (a)

            	
              were
      prepared in accordance with the historical cost convention and on a proper
      and consistent basis; the bases and policies of accounting adopted for the
      purpose of preparing the Accounts are the same as those adopted in
      preparing the audited consolidation accounts of the Windrace Group in
      respect of the three last preceding accounting
  periods;

            


    

    


    
      	
               
      

            	
              (b)

            	
              are
      complete and accurate in all material respects and give a true and fair
      view of the assets, liabilities, state of affairs and financial position
      of the Windrace Group at the Last Accounts Date and their profits for the
      financial period ended on that
date;

            


    

    


    
      	
               
      

            	
              (c)

            	
              comply
      with the requirements of the relevant
  Regulations;

            


    

    


    
      	
               
      

            	
              (d)

            	
              have
      been prepared in accordance with generally accepted accounting principles
      and practices in the applicable jurisdiction (and in particular, in the
      case of any Windrace Group Company established in the PRC, in accordance
      with generally accepted accounting practice in the
  PRC);

            


    


    
      
         


      

      
        49

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              and
      the Windrace Group’s business for the periods covered by them, were not
      affected by any extraordinary, exceptional or non-recurring item or by any
      other circumstance rendering the profits or losses for all or any of such
      periods unusually high or low, in each case which were not clearly
      Disclosed;

            


    

    


    
      	
               
      

            	
              (f)

            	
              fully
      disclose all the material assets of the Windrace Group as at the Last
      Accounts Date;

            


    

    


    
      	
               
      

            	
              (g)

            	
              fully
      disclose and make full provision in accordance with the relevant good
      accounting practice for all bad and doubtful debts and all liabilities and
      financial commitments of the Windrace Group outstanding at the Last
      Accounts Date, including contingent, unquantified or disputed liabilities;
      and

            


    

    


    
      	
               
      

            	
              (h)

            	
              make
      full provision or reserve, in accordance with the principles set out in
      the notes included in the Accounts, for all Taxation (including any
      contingent or deferred liability) liable to be assessed on the Windrace
      Group, or for which it may be accountable, in respect of the period ended
      on the Last Accounts Date and such provision will be sufficient to cover
      all Taxation assessed or liable to be assessed on the Windrace Group or
      for which the Windrace Group is, may be or may become accountable in
      respect of profits, income-earnings, receipts, transfers, events and
      transactions up to and including the Last Accounts
  Date,

            


    

    


    
      	
              3.2

            	
              Records and
      documents:  Each Windrace Group Company has kept duly
      made up all requisite books of account (in accordance with good accounting
      principles), minute books, registers and financial and other
      records.  All Records:

            


    

    


    
      	
               
      

            	
              (a)

            	
              have
      been fully, properly and accurately kept and completed in accordance with
      normal business practice and good accounting principles and comply with
      all applicable legal and accounting requirements and
      standards;

            


    

    


    
      	
               
      

            	
              (b)

            	
              do
      not contain any material inaccuracies or discrepancies;
  and

            


    

    


    
      	
               
      

            	
              (c)

            	
              give
      and reflect a correct view of its trading transactions, and its financial,
      contractual and trading position (and no notice or allegation that any of
      them is inaccurate or should be rectified has been received or
      made),

            


    

    


    and the
Records and all other deeds and documents (including title deeds and documents),
belonging to or which ought to be in the possession of the Windrace Group, and
each Windrace Group Company’s seal, are in the possession of the relevant
Windrace Group Company or its agents.

    


    
      	
              3.3

            	
              Statutory
      books:  The register of members and other statutory books
      of each Windrace Group Company have been properly kept and contain
      accurate and complete records of the matters with which they should deal
      in accordance with applicable legal
  requirements.

            


    

    


    
      	
              3.4

            	
              Minute
      books:  The minute books of directors' meetings and of
      shareholders' meetings of each Windrace Group Company respectively contain
      accurate records of all resolutions passed by the directors and the
      shareholders respectively of that company and no resolutions have been
      passed by either the directors or the shareholders of any Windrace Group
      Company which are not recorded in the relevant minute
    books.

            


    


    
      
         


      

      
        50

        
          

        

      

      
         


      

    


    
      	
              4.

            	
              OTHER FINANCIAL
      MATTERS

            


    

    


    
      	
              4.1

            	
              No capital
      transactions:  Save as Disclosed, there were not at the
      Last Accounts Date, and, since the Last Accounts Date, no Windrace Group
      Company has made or incurred (or agreed to make or incur), any capital
      commitments, capital expenditure or any acquisition of a capital asset in
      excess of RMB10 million, in any single or a series of related transactions
      nor has it since the Last Accounts Date disposed of, or realised, or
      agreed to dispose of or realise, any capital or other assets (other than
      of stock-in-trade in the ordinary course) or any part of the Windrace
      Group’s business in excess of RMB10 million, in any single or a series of
      related transactions, or any interest in any of the
    aforesaid.

            


    

    


    
      	
              4.2

            	
              Sufficient working
      capital:  Having regard to existing bank and other
      facilities, the Windrace Group has sufficient working capital for the
      purposes of continuing to carry on its business in its present form, for
      the period of twelve (12) months after Closing and for the purposes of
      executing, carrying out and fulfilling, in accordance with their terms,
      all obligations to be performed within such twelve (12) month period
      pursuant to all orders, projects and contractual obligations which are
      binding upon it and remain
outstanding.

            


    

    


    
      	
              4.3

            	
              Loans in ordinary
      course:  No Windrace Group Company has lent any money
      which has not been repaid to it, or owns the benefit of any debt (whether
      or not due for repayment), other than debts which have arisen in the
      ordinary course of its business, and no Windrace Group Company has made
      any loan or quasi-loan contrary to the applicable
    legislation.

            


    

    


    
      	
              4.4

            	
              Dividends:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Since
      the Last Accounts Date no dividend or other distribution has been, or is
      treated as having been, or has been proposed to be, declared, made or paid
      by any Windrace Group Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              All
      dividends or distributions declared, made or paid by each Windrace Group
      Company have been declared, made or paid in accordance with its
      Constituent Documents and the applicable provisions of the applicable
      laws.

            


    

    


    
      	
              5. 

            	
              TAXATION

            


    

    


    
      	
              5.1 

            	
              General:

            


    

    


    
      	
               
      

            	
              (a)

            	
              All
      notices, returns, computations and registrations (including, without
      limitation, returns registrations) of each Windrace Group Company for the
      purposes of Taxation have been made punctually on a proper basis and are
      correct and current and none of them is, or is likely to be, the subject
      of any dispute with any Taxation
Authority.

            


    


    
      
         


      

      
        51

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              All
      information supplied by or on behalf of each Windrace Group Company for
      the purposes of Taxation was when supplied and remains complete and
      accurate in all material respects.

            


    

    


    
      	
               
      

            	
              (c)

            	
              All
      Taxation which each Windrace Group Company is liable to pay prior to
      Closing has been or will be paid prior to
  Closing.

            


    

    


    
      	
               
      

            	
              (d)

            	
              No
      Windrace Group Company has paid or become liable to pay any penalty, fine,
      surcharge or interest charged by virtue of any Tax law or
      statute.

            


    

    


    
      	
               
      

            	
              (e)

            	
              All
      payments by each Windrace Group Company to any person which ought to have
      been made after deduction or withholding of any sum for or on account of
      Tax have been so made and each Windrace Group Company (if required by law
      to do so) has accounted to the relevant Tax Authority for the Tax so
      deducted or withheld.  Proper records have been maintained in
      respect of all such deductions, withholdings and payments and all
      applicable Regulations have been complied
with.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Full
      provision or reserve has been made in the Accounts for all Taxation
      assessed or liable to be assessed on each Windrace Group Company or for
      which each Windrace Group Company is accountable in respect of income,
      profits or gains earned, accrued or received or deemed to be earned,
      accrued or received on or before the Last Accounts Date and proper
      provision has been made in the Accounts for deferred Taxation in
      accordance with generally accepted accounting
  principals.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Each
      Windrace Group Company has sufficient records relating to past events to
      calculate the Taxation liability, relief or allowance which would arise on
      any disposal or realisation of any asset owned at the Last Accounts Date
      or acquired since the Last Accounts
Date.

            


    

    


    
      	
              5.2 

            	
              Investigations/anti-avoidance:

            


    

    


    
      	
               
      

            	
              (a)

            	
              No
      Windrace Group Company has been subject to any audit or investigation by
      any Taxation Authority and to the Founders’ knowledge, there are no
      circumstances existing which make it likely that an audit or investigation
      will be commenced.

            


    

    


    
      	
               
      

            	
              (b)

            	
              No
      Windrace Group Company, to the Founders’ knowledge, has entered into or
      been a party to any transaction or any scheme or arrangement of which the
      main purpose, or one of the main purposes, or the sole or dominant
      purpose, was the unlawful avoidance of or reduction in or the deferral or
      postponement of a liability to
Taxation.

            


    

    


    
      	
              5.3 

            	
              Concessions, clearances,
      elections and appeals:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      amount of Taxation chargeable on each Windrace Group Company during any
      accounting period on or within the three (3) years before the Last
      Accounts Date has not depended on any concession, agreement or other
      formal or informal arrangement with any Taxation
  Authority.

            


    


    
      
         


      

      
        52

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              All
      particulars supplied to any Taxation Authority in connection with an
      application for any advance ruling, clearance or consent by or on behalf
      of any Windrace Group Company or affecting any Windrace Group Company were
      when supplied to the relevant Taxation Authority and remain complete and
      accurate in all material respects; any such advance ruling, clearance or
      consent has been obtained on the basis of full and accurate disclosure to
      the relevant Taxation Authority of all relevant facts and considerations;
      and any transaction for which an advance ruling, clearance or consent was
      obtained has been carried into effect only in accordance with the terms of
      the relevant advance ruling, clearance or
  consent.

            


    

    


    
      	
              5.4

            	
              Position since the Last
      Accounts Date: Since the Last Accounts
  Date:

            


    

    


    
      	
               
      

            	
              (a)

            	
              no
      Windrace Group Company has changed its accounting year end or its method
      of accounting or accounting practice or policy, other than such changes
      required by the applicable
Regulations;

            


    

    


    
      	
               
      

            	
              (b)

            	
              no
      Windrace Group Company has declared, made or paid any dividend, bonuses or
      other distribution;

            


    

    


    
      	
               
      

            	
              (c)

            	
              no
      Windrace Group Company has disposed of any asset (including stock) or
      supplied any service or business facility of any kind (including a loan of
      money or the letting, hiring or licensing of any property whether tangible
      or intangible) in circumstances where the consideration actually received
      or receivable for such disposal or supply was less than the consideration
      which could be deemed to have been received by any Windrace Group Company
      for Taxation purposes;

            


    

    


    
      	
               
      

            	
              (d)

            	
              no
      event has occurred which gives or may give rise to Taxation for any
      Windrace Group Company in respect of deemed (as opposed to actual) income,
      profits or gains or which results or may result in any Windrace Group
      Company becoming liable to pay or bear a tax liability directly or
      primarily chargeable against or attributable to another person, firm or
      company.

            


    

    


    6.           ASSETS

    


    
      	
              6.1

            	
              Assets
      owned:  Each Windrace Group Company legally and
      beneficially owned at the Last Accounts Date, and had good and marketable
      title to and possession of, and (except for current assets subsequently
      sold or realised in the ordinary course of business) still owns and has
      good and marketable title to and possession of, all the assets included in
      the relevant Accounts and to all assets acquired since the Last Accounts
      Date and not subsequently sold or realised as aforesaid, save for any
      sales or realizations in the ordinary course of business. No Windrace
      Group Company has acquired or agreed to acquire any assets since the Last
      Accounts Date, save for any purchases in the ordinary course of
      business.

            


    


    
      
         


      

      
        53

        
          

        

      

      
         


      

    


    
      	
              6.2

            	
              All
      assets:  The assets owned by the Windrace Group, together
      with assets (if any) held under hire purchase, leasing or rental
      agreements listed in the Accounts (which are the only assets so held),
      comprise all the material assets necessary for the ordinary course of its
      business as now carried on.

            


    

    


    
      	
              6.3

            	
              No
      Encumbrance:  No Windrace Group Company has created, or
      granted, or agreed to create or grant, any Encumbrance in respect of any
      of the assets included in the Accounts, or to be acquired or agreed to be
      acquired since the Last Accounts Date, in each case otherwise than in the
      ordinary course of its business, or in respect of the undertaking,
      goodwill or uncalled capital of such
company.

            


    

    


    
      	
              6.4

            	
              Stock:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      stock of raw materials, packaging materials and finished goods now held
      are adequate in relation to the current and anticipated trading
      requirements of the businesses of the Windrace Group for a period of four
      (4) months from the date hereof.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      stock-in-trade of the Windrace Group is in saleable condition and is
      capable of being sold by the relevant Windrace Group Company, in the
      ordinary course of its business.

            


    

    


    
      	
              6.5

            	
              Plant and equipment
      adequate:  The plant, machinery, vehicles and other
      equipment owned or used by the Windrace
Group:

            


    

    


    
      	
               
      

            	
              (a)

            	
              are,
      in all material aspects, in a good and safe state of repair and condition
      (subject to normal wear and tear) and satisfactory working order and have
      been regularly and properly maintained to a normal technical standard, and
      in accordance with safety regulations usually observed in relation to
      assets of that description, and in accordance with the terms and
      conditions of any applicable leasing or similar
  agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              are
      in its possession and control in all material respects, and are its
      absolute property save as those which are subject to hire purchase
      agreement, leasing or hiring agreement, or similar agreement or
      arrangement, except for disposals made as a part of its ordinary course of
      business; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              are
      all capable and fit and (subject to normal wear and tear) for the purpose
      for which they were designed or
purchased.

            


    

    


    
      	
              6.6

            	
              Maintenance:  Maintenance
      Contracts are in full force and effect in respect of all assets of capital
      nature of the Windrace Group which it is normal or prudent to have
      maintained by independent or specialist contractors, and in respect of all
      assets which the Windrace Group is obliged to maintain or repair under any
      leasing or similar agreement; provided that the absence of such contracts
      will not materially adversely affect the business of the Windrace
      Group.

            


    

    


    
      	
              6.7

            	
              Receivables:  No
      part of the amounts included in the Accounts, as owing by any
      debtor:

            


    


    
      
         


      

      
        54

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              is
      overdue by more than twelve (12) weeks;
or

            


    

    


    
      	
               
      

            	
              (b)

            	
              is
      the subject of any arrangement made otherwise than in the ordinary of
      course of business of the Windrace Group;
or

            


    

    


    
      	
               
      

            	
              (c)

            	
              has
      been realised or released on terms that any debtor pays less than the full
      book value of his debt, or has been deferred, subordinated or written off,
      or has proved to any extent to be irrecoverable, or is now regarded by the
      relevant Windrace Group Company as irrecoverable, or subject to doubt as
      to its recoverability, in whole or in part, or is subject to any
      counter-claim or set-off, except to the extent of any relevant provision
      or reserve relating thereto in the Accounts or for receivables in an
      aggregate outstanding book value not exceeding RMB5 million as of the date
      of the Accounts.

            


    

    


    
      	
              7.

            	
              LIABILITIES AND
      INDEBTEDNESS

            


    

    


    
      	
              7.1

            	
              No
      liabilities:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Except
      as provided by the Elevatech Letter Agreement, there are no liabilities,
      obligations or indebtedness of any nature (including liabilities under
      guarantees, mortgages or indemnities and other contingent liabilities)
      which have been assumed or incurred, or agreed to be assumed or incurred,
      by any Windrace Group Company other than those liabilities, obligations
      and indebtedness clearly Disclosed or incurred in the ordinary and proper
      course of trading since the Last Accounts Date and which have not caused
      any material adverse effect to any Windrace Group Company or its
      shareholder .

            


    

    


    
      	
               
      

            	
              (b)

            	
              No
      Windrace Group Company is a party to or is liable (including, without
      limitation, contingently) under any Guarantee guaranteeing debts or
      obligations of any party not being a member of the Windrace
      Group;

            


    

    


    
      	
               
      

            	
              (c)

            	
              No
      Windrace Group Company has factored any of its debts or engaged in
      financing of a type which would not require to be shown or reflected in
      the Accounts.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Save
      for the Elevatech Letter Agreement, no Windrace Group Company has entered
      into any agreements, arrangements or understandings for the creation,
      entry into or doing of any of the aforesaid
  things.

            


    

    


    
      	
              7.2

            	
              Borrowing
      restrictions:  The amounts borrowed by the Windrace Group
      (as determined in accordance with the provisions of the relevant
      instrument) do not exceed any limitation on its borrowing powers contained
      in its articles of association or other constitutional documents, or in
      any debenture or other deed or document binding upon
  it.

            


    

    


    
      	
              7.3

            	
              Facilities:  In
      relation to all Facilities:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      amounts borrowed by any Windrace Group Company from each of its banks or
      other financial lending institution do not exceed the limits in the
      relevant Facilities;

            


    


    
      
         


      

      
        55

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              there
      has been no contravention of, or non-compliance with, any provision of any
      of the Facilities;

            


    

    


    
      	
               
      

            	
              (c)

            	
              except
      as Disclosed, to the Founders’ knowledge, there have not been, nor are
      there, any circumstances whereby the continuation of any of the Facilities
      might be prejudiced, or which might give rise to any alteration in the
      terms and conditions of any of the
Facilities;

            


    

    


    
      	
               
      

            	
              (d)

            	
              except
      as Disclosed, none of the Facilities is dependent on the guarantee or
      indemnity of, or any Encumbrance provided by, a third party other than any
      Windrace Group Company; and

            


    

    


    
      	
               
      

            	
              (e)

            	
              except
      as Disclosed, none of the Facilities might be terminated or mature or be
      repayable prior to its stated maturity as a result of the acquisition of
      the Sale Shares by the Purchaser or any other thing contemplated in this
      Agreement.

            


    

    


    
      	
              7.4

            	
              No prepayment or
      enforcement:  No Windrace Group Company has, since the
      Last Accounts Date:

            


    

    


    
      	
               
      

            	
              (a)

            	
              repaid,
      or, to the Founders’ knowledge, become liable (with or without the giving
      of notice by any person) to repay, any Facility in advance of its stated
      maturity; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              received
      notice (whether formal or informal) from any lender of money to it or
      other persons, requiring repayment of any indebtedness or indicating that
      any Encumbrances in respect of any of its assets may be enforced, and no
      steps for the early repayment of any Facilities, or enforcement of any
      such Encumbrance, have been or may (to the Founders’ knowledge) be taken;
      and, to the Founders’ knowledge, there are no circumstances likely to give
      rise to, or would entitle any third party (with or without the giving of
      notice) to give or take, any such notice or
  steps.

            


    

    


    
      	
              8.

            	
              COMPLIANCE

            


    

    


    
      	
              8.1

            	
              Due incorporation: Each
      Windrace Group Company has been and remains validly incorporated or
      established pursuant to the laws of its country of incorporation or
      establishment in all respects, and all shares in each of the Windrace
      Group Company has been fully and duly paid up or credited as fully paid up
      in accordance with its Constituent Documents) for the time being in force
      and rank pari passu in all
respects.

            


    

    


    
      	
              8.2

            	
              All licences
      held:  Except as Disclosed, each Windrace Group Company
      has the right, power and authority, and is duly qualified, to carry all
      businesses which it currently carries on in all jurisdictions, has
      obtained all legally required licences, consents and approvals from any
      person, authority or body for the proper carrying on of its businesses and
      all such licences, consents and approval are unconditional, valid and
      subsisting and have been properly obtained; no Windrace Group Company is
      in breach of any of the terms or conditions of any of such licences,
      consents and approvals and to the Founders’ knowledge, there are no
      factors that might in any way prejudice the continuation, or renewal, of
      any of them on substantially the same terms and
  conditions.

            


    


    
      
         


      

      
        56

        
          

        

      

      
         


      

    

    


    
      	
              8.3

            	
              No breach of
      laws:  Except as Disclosed, no Windrace Group Company or
      any of its officers, agents or employees (during the course of their
      duties in relation to it), has committed, or omitted to do, any act or
      thing, the commission or omission of which is, or could be, in
      contravention of any applicable Regulation, giving rise to any fine,
      penalty, default proceedings or other liability on its part involving
      penalty sums of more than RMB500,000.  To the Founders’
      knowledge, the Windrace Group has conducted and is conducting its business
      in all respects in accordance with all applicable Regulations, whether of
      the BVI, Cayman Islands, Hong Kong, the PRC or such relevant jurisdictions
      to which any Windrace Group Company is
subject.

            


    

    


    
      	
              8.4

            	
              No
      investigations:  Except as Disclosed, to the Founders’
      knowledge, there is and has been no governmental or other investigation,
      enquiry or disciplinary proceeding concerning any Windrace Group Company
      in any jurisdiction and none is pending or threatened.  To the
      Founders’ knowledge, no fact or circumstance exists which might give rise
      to any such investigation, enquiry or
  proceeding.

            


    

    


    
      	
              8.5

            	
              No
      disputes:  Except as Disclosed, there is no dispute with
      any revenue, or other governmental, department, agency or body in the BVI,
      Cayman Islands, Hong Kong, the PRC or elsewhere, in relation to the
      affairs of any Windrace Group Company, and to the Founders’ knowledge,
      there are no facts which may give rise to any
  dispute.

            


    

    


    
      	
              8.6

            	
              Compliance with memorandum and
      articles:  Except as Disclosed, each Windrace Group
      Company has, at all times, carried on business and conducted its affairs
      in all respects in accordance with the laws of its country of
      incorporation and its Constituent Documents for the time being in
      force.

            


    

    


    
      	
              8.7

            	
              All returns
      filed:  All filings, returns, particulars, resolutions
      and documents (including all incorporation documents) required by any
      Government Entity or the Companies Ordinance or any other legislation to
      be filed with the registrar of companies, or any other authority in any
      jurisdiction, in respect of any Windrace Group Company have been duly
      filed and were correct in all material respects at the time of their
      filing.

            


    

    


    
      	
              8.8

            	
              Security
      valid:  All Encumbrances, guarantees and indemnities in
      favour of any Windrace Group Company are valid, binding and enforceable in
      accordance with their terms and have (if legally required) been registered
      under and otherwise comply with any other applicable
      legislation.

            


    

    


    
      	
              8.9

            	
              Unlawful
      payments:  No Windrace Group Company or, to the Founders’
      knowledge, any person for whose acts or defaults any of the Windrace Group
      Companies may be vicariously liable
has:

            


    

    


    
      	
               
      

            	
              (a)

            	
              offered
      or made an unlawful or immoral payment, contribution, gift or other
      inducement to a government official or employee in any jurisdiction;
      or

            


    


    
      
         


      

      
        57

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              induced
      a person (or procured another person) to enter into an agreement or
      arrangement with any Windrace Group Company or any third party by means of
      an unlawful or immoral payment, contribution, gift, or other
      inducement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              directly
      or indirectly made an unlawful contribution to a political
      activity.

            


    

    


    
      	
              9.

            	
              BUSINESS/TRADING/PRODUCTS

            


    

    


    
      	
              9.1

            	
              Since the Last Accounts
      Date:  Since the Last Accounts
  Date:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      business of the Windrace Group has been continued in the ordinary and
      normal course and in the same manner as
  previously;

            


    

    


    
      	
               
      

            	
              (b)

            	
              there
      has been no material deterioration:

            


    

    


    
      	
               
      

            	
              (i)

            	
              in
      the turnover, or the financial or trading position, business or prospects
      of the Windrace Group or material change in its assets and liabilities
      (none of which have been written up or down since the Last Accounts
      Date);

            


    

    


    
      	
               
      

            	
              (ii)

            	
              in
      the Windrace Group’s consolidated net asset value (on the same basis as
      that used in the Accounts); or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              or
      material change in the areas of business or business environment in which
      any Windrace Group Company
operates;

            


    

    


    
      	
               
      

            	
              (c)

            	
              no
      major supplier or customer of any Windrace Group Company has stopped doing
      business with it, or substantially reduced its supplies to or levels of
      business with it, or substantially changed the terms on which it is
      prepared to supply or do business with any Windrace Group Company (other
      than normal price changes), except for change for which Windrace Group
      Company is able to locate alternative suppliers or customers without
      materially adversely affecting the Windrace Group Company business taken
      as a whole; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              each
      Windrace Group Company's business has not been materially adversely
      affected by the termination, or a change in the terms, of an important
      agreement or by an abnormal factor materially adversely affecting Windrace
      Group Company’s businesses and, to the Founders’ knowledge, there are no
      facts or circumstances which might have a material adverse effect on
      Windrace Group Company's businesses taken as a
  whole;

            


    

    


    
      	
              9.2

            	
              Relationships:  To
      the Founders’ knowledge, no circumstance exists whereby (whether by reason
      of an existing agreement or arrangement or
  otherwise):

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      significant supplier of any Windrace Group Company will or may cease, or
      be entitled to cease, supplying it or will or may substantially reduce its
      supplies to it or will or may substantially change the terms on which it
      is prepared to do business with any Windrace Group Company that would
      materially adversely affect Windrace Group Company’s business taken as a
      whole (other than normal price changes) (for the purpose of this
      Agreement, a significant supplier means any of the top five (5) suppliers
      of the entire Windrace Group as reflected by the total purchase values for
      the fiscal year ended December 31,
2008);

            


    


    
      
         


      

      
        58

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (b)

            	
              any
      major customer of any Windrace Group Company will or may cease, or be
      entitled to cease, to deal with it or will or may substantially reduce its
      existing level of business with it or will be entitled to substantially
      change the terms on which it is prepared to do business with any Windrace
      Group Company (other than normal price changes) (for the purpose of this
      Agreement, a major customer means any of the top five (5) customers of the
      Windrace Group as reflected by the total turnover of the entire Windrace
      Group for the fiscal year ended December 31,
  2008);

            


    

    


    
      	
               
      

            	
              (c)

            	
              will
      lead to Windrace to reasonably expect any officer or senior employee of
      any Windrace Group Company will or, to the Founders’ knowledge, may leave
      his office or employment.

            


    

    


    
      	
              9.3

            	
              Warranties in respect of goods
      or services:  Except for a condition or warranty implied
      by law or contained in its standard terms of business or otherwise given
      in the usual course of business, no Windrace Group Company has given a
      guarantee, condition or warranty, or made a representation, in respect of
      goods or services supplied or agreed to be supplied by it, or accepted an
      obligation that could give rise to a liability after the goods or services
      have been supplied by it.

            


    

    


    
      	
              9.4

            	
              Joint ventures and
      partnerships:  No Windrace Group Company is /or has,
      agreed to become, a member of any joint venture, consortium, partnership
      or other unincorporated association, or a party to any agreement or
      arrangement for sharing commissions or other
  income.

            


    

    


    
      	
              10.

            	
              AGREEMENTS

            


    

    


    
      	
              10.1

            	
              No unusual
      agreements:  Except as Disclosed, no Windrace Group
      Company is a party to any Contract, instrument, transaction, arrangement,
      practice, liability or obligation (or offer, tender or proposal)
      which:

            


    

    


    
      	
               
      

            	
              (a)

            	
              is
      outside its ordinary course of
business;

            


    

    


    
      	
               
      

            	
              (b)

            	
              is
      of a long-term nature (that is, unlikely to have been fully performed, in
      accordance with is terms, more than six months after the date on which it
      was entered into or undertaken);

            


    

    


    
      	
               
      

            	
              (c)

            	
              is
      a swap, futures or derivatives contract of any nature or involves payment
      by it of amounts determined by reference to fluctuations in an index of
      retail prices or shares, or any other index, or any prices of securities,
      commodities or any other things, or any other benchmark of any nature or
      in the rate of exchange for any
currency;

            


    


    
      
         


      

      
        59

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              involves,
      or is likely to involve, the purchase or supply of goods or services the
      aggregate purchase or sales value of which will represent in excess of 10%
      of its turnover for the preceding financial
  year;

            


    

    


    
      	
               
      

            	
              (e)

            	
              restricts
      any Windrace Group Company's freedom to operate any business or use its
      assets in any part of the world as it considers
    appropriate;

            


    

    


    
      	
               
      

            	
              (f)

            	
              is
      prohibited, void, illegal or unenforceable, or has any consequences
      (including the application of disclosure, registration or
      notification  requirements), under any laws or requirements of
      any jurisdiction relating to competition, anti-trust, fair trading and
      similar matters.

            


    

    


    
      	
              10.2

            	
              Non arm's length
      transactions:  No Windrace Group Company is a party to,
      nor have its profits or financial position during the three (3) years
      prior to the date of this Agreement been affected by, any Contract,
      transaction or arrangement which is not entered into in the ordinary
      course of business and of an entirely arm's length
  nature.

            


    

    


    
      	
              10.3

            	
              No default by the Windrace
      Group Companies:  No Windrace Group Company is in default
      under any agreement, instrument or obligation binding on it.  To
      the Founders’ knowledge, no threat or claim of default, under any
      agreement, instrument or arrangement to which any Windrace Group Company
      is a party has been made and there is no circumstance whereby any such
      agreement, instrument or arrangement is invalid or, except as Disclosed,
      may be prematurely terminated, rescinded, repudiated or disclaimed by any
      other party and no notice has been received of any such party's intention,
      and no such party has sought, to terminate, rescind, repudiate or disclaim
      any such agreement, instrument or
arrangement.

            


    

    


    
      
        	
                10.4

              	
                Material
      Contracts: Except
      as Disclosed, all material Contracts to which any Windrace Group Company
      is a party are valid, binding and enforceable in accordance with their
      terms under the laws of their relevant jurisdictions.  No event
      or circumstances have arisen or will arise before Closing which will
      enable the counterparties to terminate any of the material Contracts
      whether on account of a breach of the counterparties to the material
      Contracts or otherwise, and the Windrace Group would not do or permit
      anything to be done which may diminish, jeopardize or prejudice its right
      or interest under any of the material
Contracts.

              


      

    

    


    
      	
              10.5

            	
              Effect of this
      Agreement:  The execution of, or compliance with the
      terms of, this Agreement does not and will
not:

            


    

    


    
      	
               
      

            	
              (a)

            	
              conflict
      with, or result in the breach of, or constitute a default under, any of
      the terms, conditions or provisions of any agreement or instrument to
      which any Windrace Group Company is a party, or any provision of the
      memorandum or articles of association of any Windrace Group Company or any
      Encumbrance, lease, Contract, order, judgement, award, injunction,
      Regulation or other restriction or obligation of any kind or character by
      which or to which any asset of any Windrace Group Company is bound or
      subject;

            


    


    
      
         


      

      
        60

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              relieve
      any person from any obligation to any Windrace Group Company (whether
      contractual or otherwise), or enable any person to terminate any
      obligation, or any right or benefit enjoyed by any Windrace Group Company,
      or, except as provided by the Elevatech Letter Agreement, to exercise any
      right, whether under an agreement with, or otherwise in respect of, any
      Windrace Group Company;

            


    

    


    
      	
               
      

            	
              (c)

            	
              except
      as Disclosed, to the Founders’ knowledge, prejudicially affect the
      attitude of lenders of the Windrace
Group;

            


    

    


    
      	
               
      

            	
              (d)

            	
              result
      in the creation, imposition, crystallisation or enforcement of any
      Encumbrance whatsoever on any of the assets of any Windrace Group
      Company;

            


    

    


    
      	
               
      

            	
              (e)

            	
              except
      as Disclosed, result in any present or future indebtedness or other
      Facilities of any Windrace Group Company becoming due, or capable of being
      declared due and payable, prior to its stated maturity;
  or

            


    

    


    
      	
               
      

            	
              (f)

            	
              to
      the Founders’ knowledge, require any Windrace Group Company to obtain the
      consent or approval of any person, body or authority (whether as a matter
      of Regulation, Contract, or other requirement or expectation whether
      formal or not).

            


    

    


    
      	
              11.

            	
              RELATED PARTY
      MATTERS

            


    

    


    
      	
              11.1

            	
              No related party
      Contracts:  Except as Disclosed, there is not now
      outstanding, and there has not at any time during the three (3) years
      prior to the date of this Agreement been outstanding, any Contract or
      arrangement to which any Windrace Group Company is a party and in
      which:

            


    

    


    (a)           any
of the Sellers;

    


    
      	
               
      

            	
              (b)

            	
              any
      other person who is a shareholder or the beneficial owner of any interest
      in any Windrace Group Company; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      director or employee of any Windrace Group
  Company.

            


    

    


    
      is or has
been interested, whether directly or indirectly.

    

    


    
      	
              11.2

            	
              No competing business
      interest:  The Founders and their respective Affiliates
      do not have any rights or interests, directly or indirectly, in any
      businesses other than those now carried on by any Windrace Group Company
      which are or are likely to be, or become, competitive with the businesses
      of the Windrace Group.

            


    

    


    
      	
              11.3

            	
              Related
      indebtedness:  There is no outstanding loan or
      indebtedness of any nature owed:

            


    

    


    
      	
               
      

            	
              (a)

            	
              by
      any Windrace Group Company to any of the Sellers or any director or
      employee of any Windrace Group Company or any Affiliate of any such
      person; or

            


    


    
      
         


      

      
        61

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              by
      any such person to any Windrace Group
Company.

            


    

    


    
      	
              12.

            	
              LITIGATION AND
      INSOLVENCY

            


    

    


    
      	
              12.1

            	
              No
      litigation:  No Windrace Group Company or any person for
      whose acts or defaults it may be vicariously liable is involved in any
      litigation, arbitration, administrative or criminal or other proceedings
      involving a claim of more than US$100,000 ,  there are no such
      proceedings pending or threatened, either by or, to Founders’ knowledge,
      against any Windrace Group Company; and there is no order or penalty
      against any Windrace Group Company; and to the Founders’ knowledge, there
      is no fact or circumstance which is likely to give rise to any such
      proceedings involving any Windrace Group Company, in each of the above
      cases excluding ordinary debt collection proceedings by any Windrace Group
      Company.

            


    

    


    
      	
              12.2

            	
              No winding
      up:  No order has been made, or petition presented, or
      resolution passed for the winding up of or appointment of a provisional
      liquidator to any Windrace Group Company; nor has any receiver, manager or
      the like been appointed in respect of any Windrace Group Company's assets
      or undertakings; nor has any distress, execution or other process been
      levied in respect of any Windrace Group Company or any of their assets
      which remains undischarged; nor is there any unfulfilled or unsatisfied
      judgment, order, decree, award or decision outstanding against any
      Windrace Group Company or any person for whose acts or defaults it may be
      vicariously liable.

            


    

    


    
      	
              12.3

            	
              Insolvency:  No
      Windrace Group Company is insolvent or unable to pay (or has stopped
      paying) its debts (or any of them) when they fall
  due.

            


    

    


    
      	
              13.

            	
              EMPLOYEES

            


    

    


    
      	
              13.1

            	
              Employees;
      Employment Agreements:  All persons who provide services
      to any Windrace Group Company are (i) employees of such Windrace Group
      Company or (ii) have entered into binding Contracts or agreements with
      such Windrace Group Company or other proper third party for the provisions
      of such services, in each case in accordance with all applicable
      Regulations

            


    

    


    
      	
              13.2

            	
              No changes to employment
      terms:  During the period to which the Accounts relate
      and since the Last Accounts Date or (where employment or holding of office
      commenced after the beginning of such period) since the commencement date
      of the employment or holding of
office:

            


    

     

    
      	
               
      

            	
              (a)

            	
              no
      material change has been made (or agreed to be made) in the rate of
      remuneration, or the emoluments or pension benefits, of any officer,
      ex-officer or senior executive of each Windrace Group Company (a “Senior Executive” being
      a person in receipt of remuneration in excess of RMB250,000 per annum or
      equivalent); and/or

            


    

    


    
      	
               
      

            	
              (b)

            	
              no
      change has been made in any other material terms of employment of any
      Senior Executive.

            


    


    
      
         


      

      
        62

        
          

        

      

      
         


      

    


    
      	
              13.3

            	
              No other
      emoluments:  Except as Disclosed, no Windrace Group
      Company is bound or accustomed to pay any moneys or other benefits other
      than in respect of remuneration, or emoluments of employment, or pension
      benefits, to, or for the benefit of, any officer or employee of any
      Windrace Group Company; in particular, there are no bonus, share option,
      incentive or other such schemes in operation or any schemes where any
      employee, officer or other person is entitled to any commission or
      remuneration of any sort calculated by reference to the turnover, profits
      or sales of any Windrace Group Company, or any agreements or arrangements
      relating to the aforesaid.

            


    

    


    
      	
              13.4

            	
              Contracts terminable on
      notice:  All subsisting Contracts of employment, to which
      any Windrace Group Company is a party, may be terminated at any time on
      one month's notice or less without giving rise to any claim for damages or
      compensation (other than compensation in accordance with the applicable
      laws).

            


    

    


    
      	
              13.5

            	
              No notice of
      termination:  Since the Last Accounts Date, no key
      employees of any Windrace Group Company has given or received notice
      terminating his employment or office, except as expressly contemplated in
      this Agreement.

            


    

    


    
      	
              13.6

            	
              Employee
      records:  Each Windrace Group Company has maintained
      up-to-date, full and accurate records regarding the employment of each of
      its employees (including, without limitation, details of terms of
      employment, payments of statutory entitlements, taxation, holidays,
      disciplinary and health and safety matters) and termination of
      employment.

            


    

    


    
      	
              13.7

            	
              No employee
      representatives:  There are no agreements or other
      arrangements (whether or not legally binding) between any Windrace Group
      Company and any trade union or other body representing
      employees.

            


    

    


    
      	
              13.8

            	
              No
      disputes/liabilities:

            


    

    


    
      	
               
      

            	
              (a)

            	
              To
      the Founders’ knowledge, no Windrace Group Company is involved in any
      dispute with, or subject to any claim (whether at the labour tribunal, in
      the Courts or otherwise) from, any of their current or former employees
      and to the Founders’ knowledge, there are no facts which might suggest
      that there may be any dispute or claim or that any of the provisions of
      this Agreement may lead to any such dispute or
  claim.

            


    

    


    
      	
               
      

            	
              (b)

            	
              There
      is no claim involving more than US$100,000 pending or (to the Founders’
      knowledge) threatened, against any Windrace Group Company, by an employee
      or workman or third party, in respect of any accident or injury, which are
      not fully covered by insurance.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Adequate
      provision has been made in the Accounts for all and any compensation,
      severance or other payment (whether under Regulation, relevant agreement
      or otherwise) for which any Windrace Group Company is or may be liable in
      respect of termination of employment, loss of office, wrongful or unfair
      dismissal, redundancy or similar
matters.

            


    


    
      
         


      

      
        63

        
          

        

      

      
         


      

    


    
      	
              13.9

            	
              No loans etc: No loan or
      advance or financial assistance has been made by any Windrace Group
      Company to any employee or officer or past or prospective employee or
      officer, which is outstanding.

            


    

    


    
      	
              13.10

            	
              Compliance: Each
      Windrace Group Company, and all its employees, consultants and other
      persons for whose acts it may be vicariously liable, have at all times
      complied with all applicable obligations under statute and otherwise
      concerning the treatment, health and safety of the employees and officers
      of the Windrace Group.

            


    

    


    
      	
              13.11

            	
              Payments re: employees:
      To the Founders’ knowledge, no Windrace Group Company has any
      outstanding undischarged liability to any employee or to pay to any
      governmental or regulatory authority (or officially required or sponsored
      fund or scheme) in any jurisdiction any contribution, taxation or other
      impost arising in connection with the employment or engagement of
      personnel by it.

            


    

    


    
      	
              14.

            	
              PENSIONS

            


    

    


    
      	
              14.1

            	
              No pension
      arrangements:  Save for compliance with applicable
      Regulations, no Windrace Group Company is under any legal or moral
      liability or obligation, or a party to any ex-gratia arrangement or
      promise, to pay any retirement or death or disability benefit, pension,
      gratuity, annuity,  superannuation allowance or the like, or
      life assurance, medical insurance or permanent health payments or the like
      (the aforesaid together, “Benefit”), to or for any
      of its past or present officers, employees or their dependant or other
      person; and there are no schemes, plans arrangements or proposals in
      relation to Benefits (or their Provision) or similar schemes or
      arrangements in relation to, or binding on, any Windrace Group Company (or
      their present or former employees) or to which any Windrace Group Company
      contributes or has contributed or proposes to
  contribute.

            


    

    


    
      	
              14.2

            	
              Payments:  All
      payments and contributions to, or relating to, a Benefit which is required
      to be made by any of the Windrace Group Company and its employees or other
      persons have been duly made. There has been no breach of the terms of any
      Benefit, or of any laws or regulations applying in respect of such
      Benefit, by any Windrace Group Company or by any of the trustees, managers
      and administrators (if any) of such
Benefit.

            


    

    


    
      	
              15.

            	
              PROPERTY

            


    

    


    
      	
              15.1

            	
              Owned
      Property:  The information contained in Schedule
      9 in relation to the location and ownership of each Owned Property
      is held is true, accurate and complete in all
  respects.

            


    

    


    
      	
              15.2

            	
              All
      properties:  The Property comprises all the real
      properties owned, occupied or used by the Windrace Group in connection
      with its business and are so occupied or used by right of ownership or
      under lease or licence the terms of which permit such occupation or
      use.

            


    


    
      
         


      

      
        64

        
          

        

      

      
         


      

    


    
      	
              15.3

            	
              Title to Owned
      Property:  The Windrace Group has the right of
      possession, occupation or usage, as the case may be, and proper legal
      title to the land use rights and building ownership rights in respect of
      each Owned Property (including possession of the land use rights
      certificates and building ownerships certificates).  Except as
      Disclosed, the Windrace Group is entitled to transfer, sell, mortgage or
      otherwise dispose of the Owned Property in accordance with the title
      documents and regulatory requirements. To the Founders’ knowledge, no
      third party has any occupancy rights or liens affecting the legal title of
      each Owned Property. The original land grant fee for any land use
      certificates and building ownership certificates in relation to each Owned
      Property was paid in full. Each Owned Property will, at Closing, be free
      from any Encumbrance. The current use of each Owned Property as described
      in Schedule
      9 is in its permitted use. All consents have been obtained with
      respect to all development, alterations and improvements to such Owned
      Property and for the grant of the leases or licenses in relation to such
      Owned Property.  Compliance is being made and has at all times
      been made in all material respects with all restrictions and obligations
      set forth in the land use rights certificates, building ownership
      certificates and all applicable Regulations with respect to each Owned
      Property.

            


    

    


    
      	
              15.4

            	
              No Leased Property: None
      of the Windrace Group Company has any interest in any Leased Property nor
      has any Windrace Group Company entered into any lease or tenancy with any
      party other than the Windrace
Group.

            


    

    


    
      	
              15.5

            	
              Compulsory purchase
      notices:  There are no compulsory purchase or resumption
      notices, orders or resolutions affecting each of the Properties, nor are
      there any circumstances likely to lead to any being
  made.

            


    

    


    
      	
              15.6

            	
              Closure or enforcement
      orders:  Except as Disclosed, to the Founders’ knowledge,
      there are no closure, demolition, clearance orders, enforcement notices,
      stop notices or other orders affecting any Property, nor are there any
      circumstances likely to lead to any being
made.

            


    

    


    
      	
              15.7

            	
              Good
      repair:  The buildings and other structures on each of
      the Properties are in good and substantial repair (subject to normal wear
      and tear) and fit for the purpose(s) for which they are presently
      used.

            


    

    


    
      	
              15.8

            	
              Disputes:  To
      the Founders’ knowledge, there are no disputes with any adjoining or
      neighbouring owner with respect to boundary walls and fences, or with
      respect to any easement, right or means of access to any
      Property.

            


    

    


    
      	
              15.9

            	
              Access:  The
      principal means of access to each Property is over roads which are public
      highways and, to the Founders’ knowledge, no means of access to the
      Property is subject to rights of determination by any other
      party.

            


    

    


    
      	
              15.10

            	
              Main
      services:  Each Property enjoys the main services of
      water, drainage, electricity and
gas.

            


    

    


    
      	
              15.11

            	
              Damage or
      defects:  To the Founders’ knowledge, no building or
      structure on the Property has at any time been affected by structural
      damage or electrical defects or white ants or by timber infestation or
      disease.

            


    


    
      
         


      

      
        65

        
          

        

      

      
         


      

    


    
      	
              15.12

            	
              Deleterious
      materials:  To the Founders’ knowledge, the buildings or
      other structures on each Property do not contain in their fabric any high
      alumina cement, blue asbestos, calcium chloride accelerator, wood wool
      slabs used as permanent shuttering or other deleterious
      material.

            


    

    


    
      	
              15.13

            	
              Insurance:  The
      Property is insured to an adequate extent against such risks normally
      insured against by owners or occupiers of such
  properties.

            


    

    


    
      	
              15.14

            	
              Reinstatement:  To
      the Founders’ knowledge, there is no obligation to reinstate any Property
      by removing or dismantling any alteration made to it by the Windrace Group
      or any predecessor in title to the Windrace
  Group.

            


    

    


    
      	
              15.15

            	
              Works
      required:  To the Founders’ knowledge, there are no known
      works of an extraordinary nature required to the building of which the
      Property forms part or any common facilities serving any building which
      would give rise to the increase of any service or management charges to
      any Property.

            


    

    


    
      	
              16.

            	
              INSURANCE

            


    

    


    
      	
              16.1

            	
              Insurance
      adequate:  All the assets and undertakings of any
      Windrace Group Company of an insurable nature, are, and where available,
      and have at all material times been, insured in commercial reasonable
      amounts against fire and all other risks normally insured against by
      persons carrying on the same types of business in the same geographic
      region as that carried on by the relevant Windrace Group Company. Each
      Windrace Group Company is now, and has at all material times been,
      adequately covered against accident, damage, injury, and all other risks
      normally insured against by persons carrying on the same types of
      business.

            


    

    


    
      	
              16.2

            	
              In
      effect:  All insurance policies maintained by each
      Windrace Group Company as of the date hereof are in full force and effect,
      and all material terms and conditions of the said policies have been
      performed and observed in full.  No relevant policy of insurance
      is or could be void or voidable or vitiated, and nothing has been done or
      omitted to be done which is likely to result in an increase in
      premium.  All premiums due have been duly paid in
      full.

            


    

    


    
      	
              16.3

            	
              No
    claims:

            


    

    


    
      	
               
      

            	
              (a)

            	
              No
      claim is outstanding, or may be made, under or in respect of any of the
      said policies by any party thereto and no circumstances exist which will
      or might give rise to such a claim or which would or might be required to
      be notified to the insurers under any such
  policies.

            


    

    


    
      	
               
      

            	
              (b)

            	
              No
      claim against any Windrace Group Company by any third party is outstanding
      in respect of any risk covered by any of the policies or by any policy
      previously held by any Windrace Group
Company.

            


    

    


    
      	
              17.

            	
              INTELLECTUAL PROPERTY
      AND COMPUTER SYSTEMS

            


    

    


    
      	
              17.1

            	
              All rights
      owned:  All Intellectual Property Rights used or required
      by the Windrace Group in connection with its business are in full force
      and effect and are vested in, and beneficially owned by, the relevant
      Windrace Group Company and:

            


    


    
      
         


      

      
        66

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              (where
      registration is possible) the relevant Windrace Group Company has been and
      is registered as proprietor of such Intellectual Property Rights and no
      other person has any interest, right or Encumbrance in or in respect of
      any such Intellectual Property
Rights;

            


    

    


    
      	
               
      

            	
              (b)

            	
              each
      of those rights is valid enforceable and duly maintained, and none of them
      is being used, claimed or opposed by any other
  person;

            


    

    


    
      	
               
      

            	
              (c)

            	
              to
      the Founders’ knowledge, there has been no infringement of such
      Intellectual Property Rights by any third
party;

            


    

    


    
      	
               
      

            	
              (d)

            	
              renewal
      fees payable in respect of such Intellectual Property Rights which are
      registered have been duly paid and each other available action to maintain
      and protect such Intellectual Property Rights has been duly
      taken;

            


    

    


    
      	
               
      

            	
              (e)

            	
              to
      the Founders’ knowledge, nothing has been done or omitted to be done by
      which a person is or will be able to seek cancellation, rectification or
      other modification of a registration of any of such Intellectual Property
      Rights;

            


    

    


    
      	
               
      

            	
              (f)

            	
              there
      is and has been no civil, criminal, arbitration, administrative or other
      proceeding or dispute in any jurisdiction concerning any of such
      Intellectual Property Rights; to the Founders’ knowledge, no civil,
      criminal, arbitration, administrative or other proceeding concerning any
      of such Intellectual Property Rights is pending or threatened; to the
      Founders’ knowledge, no fact or circumstance exists which might give rise
      to such proceeding or dispute; and

            


    

    


    
      	
               
      

            	
              (g)

            	
              no
      right or license has been granted to any person by any Windrace Group
      Company to use, in any manner, or to do anything which would or might
      otherwise infringe, any such Intellectual Property Rights; and no act has
      been done, or omission permitted, by any Windrace Group Company whereby
      such Intellectual Property Rights, or any of them, have ceased or might
      cease to be valid and enforceable.

            


    

    


    
      	
              17.2

            	
              No
      infringement:  To the Founders’ knowledge, the business
      of the Windrace Group (and of any license under a licence granted by any
      Windrace Group Company) as now carried on does not, and is not likely to,
      infringe any Intellectual Property Right of any other person, and all
      licenses to any Windrace Group Company in respect of any such Intellectual
      Property Rights are in full force and effect and no party to an agreement
      relating to the use by any Windrace Group Company of Intellectual Property
      Rights of another person is, or has at any time been, in breach of that
      agreement.

            


    

    


    
      	
              17.3

            	
              No breach of
      licence:  Nothing has been done or omitted by any
      Windrace Group which would enable any license granted by such Windrace
      Group Company to be terminated, or which in any way constitutes a breach
      of the terms of any license.

            


    


    
      
         


      

      
        67

        
          

        

      

      
         


      

    

    


    
      	
              17.4

            	
              No
      disclosure:  No Windrace Group Company has (otherwise
      than in the ordinary and normal course of business) disclosed, or
      permitted to be disclosed, or undertaken or arranged to disclose, to any
      person other than the Purchaser and SPAC any of its know-how, trade
      secrets, confidential information, price lists or lists of customers or
      suppliers.

            


    

    


    
      	
              17.5

            	
              Business
      names:  No Windrace Group Company uses any name for any
      purpose other than its full corporate
name.

            


    

    


    
      	
              17.6

            	
              Computer
      systems:

            


    

    


    
      	
               
      

            	
              (a)

            	
              None
      of the Systems, Records, data or information of or used by any Windrace
      Group Company is recorded, stored, maintained, operated or otherwise
      wholly or partly dependent on or held or accessible by any means
      (including, without limitation, an electronic, mechanical or photographic
      process computerized or not) which are not under the exclusive ownership
      and direct control of the relevant Windrace Group
  Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Windrace Group has security procedures in place to prevent unauthorized
      access, amendment or damage to the Systems and Records and other data and
      information of the Windrace Group or the data and information of third
      parties held, recorded, stored, maintained or operated by the Windrace
      Group or on behalf of the Windrace Group by any third party, and no
      unauthorized access, amendment or damage to such Systems, Records or other
      data or information has taken place as at the date of this
      Agreement.

            


    

    


    
      	
              18.

            	
              ENVIRONMENTAL
      ISSUES

            


    

    


    
      	
              18.1

            	
              Compliance: Each
      Windrace Group Company is currently in compliance with all Environmental
      Laws in all material respects and has at all times complied with all
      Environmental Laws.

            


    

    


    For the
purpose of this Schedule
4, “Environmental
Law” shall mean any and all applicable laws whether of the PRC or any
other relevant jurisdiction, relating to pollution, contamination or protection
of the environment or to the storage, labelling, handling, release, treatment,
processing, manufacturing, deposit, transportation or disposal of any hazardous
substance.

    


    
      	
              18.2

            	
              No breach: To the
      Founders’ knowledge, there is no real property owned or used by any
      Windrace Group Company contaminated with any hazardous substance or any
      substance regulated by any Environmental Law so as to constitute a
      violation of any Environmental Law.

            


    

    


    
      	
              18.3

            	
              No claims: To the
      Founders’ knowledge, there have not been nor are there pending or
      threatened any civil or criminal actions, notices of violations,
      investigations, administrative proceedings or written communications from
      any regulatory authority under any Environmental Laws against any Windrace
      Group Company or any of its assets and, to the Founders’ knowledge, there
      are no facts or circumstances which may give rise to the
    same.

            


    


    
      
         


      

      
        68

        
          

        

      

      
         


      

    


    
      	
              19.

            	
              MISCELLANEOUS

            


    

    


    
      	
              19.1

            	
              Commissions:  No
      person is entitled to receive from any Windrace Group Company any finder's
      fee, brokerage or other commission in connection with the sale and
      purchase of the Sale Shares under, or otherwise in respect of, this
      Agreement.

            


    

    


    
      	
              19.2

            	
              Elevatech Letter
      Agreement: The Elevatech Letter Agreement is in the form and
      contains only such provisions which have been previously approved by the
      Purchaser and SPAC.  The terms and conditions of the Elevatech
      Letter Agreement have not been changed or varied prior to the signing of
      this Agreement and will not be changed or varied prior to Closing without
      the prior consent of the Purchaser and
SPAC.

            


    


    
      
         


      

      
        69

        
          

        

      

      
         


      

    


    SCHEDULE
4

    


    PART C

    


    PURCHASER’S AND SPAC’S
WARRANTIES

    


    Except as
set forth in the SPAC SEC Documents (as defined herein):

    


    
      	
              1. 

            	
              AUTHORITY AND
      POWER

            


    

    


    
      	
              1.1

            	
              Authority: Each of the
      Purchaser and SPAC is a duly incorporated company and validly existing
      under the laws of its place of incorporation; and has full power and
      authority to enter into this Agreement and to perform its obligations
      hereunder.  Subject to the receipt by SPAC of the SPAC
      Stockholder Approval at the Proxy Meeting, SPAC and Purchaser each will
      have been authorised to validly and duly execute and deliver, and to
      exercise and perform each of their respective rights and obligations under
      this Agreement.  This Agreement has been duly executed and
      delivered by the Purchaser and SPAC and constitutes the valid and binding
      obligation of each of the Purchaser and SPAC, enforceable against the
      Purchaser and SPAC in accordance with its
terms.

            


    

    


    
      	
              1.2

            	
              Power: Save for the SPAC
      Stockholder Approval referred to in Clause 3.1, each of the Purchaser and
      SPAC has all the power under its Constituent Documents to permit its entry
      into this Agreement and the Purchaser and SPAC have all the power under
      its Constituent Documents to issue and allot the Additional Shares or the
      Investor Shares in the manner set out herein and this Agreement (and its
      performance) has been duly authorised (such authorisation remaining in
      full force and effect) and executed by, and constitutes valid and legally
      binding obligations of, the Purchaser and SPAC; save for normal compliance
      with the applicable Regulations, there is no authorisation, consent,
      approval or notification required for the purposes of or as a consequence
      of the issue and allotment of the Additional Shares or the Investor Shares
      either from governmental, regulatory or other public bodies (including,
      without limitation, the SEC) or authorities or courts or from any third
      party pursuant to any contractual or any other arrangement to which the
      Purchaser or SPAC is a party; the issue and allotment of the Additional
      Shares or the Investor Shares is not in contravention of any regulation
      binding on the Purchaser or SPAC.

            


    

    


    
      	
              1.3

            	
              No Subsidiary or Equity
      Interest: Each of the Purchaser and SPAC does not own, directly or
      indirectly, any capital stock, membership interest, partnership interest,
      joint venture interest or other equity interest in any person other than
      SPAC’s ownership interest in the Purchaser prior to the Redomestication
      Merger.

            


    


    
      
         


      

      
        70

        
          

        

      

      
         


      

    


    
      	
              1.4

            	
              No Conflicts; No
      Consents:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Except
      as Disclosed, the execution and delivery of this Agreement by the
      Purchaser and SPAC and the performance of its obligations hereunder do not
      (i) conflict with the Constituent Documents of the Purchaser and SPAC, or
      (ii) conflict with, violate, breach or result in a default under (with or
      without the giving of notice or the lapse of time), or give rise to a
      right of termination, cancellation, modification or acceleration of any
      obligation or the loss of any benefit under, any permit or any Contract to
      which the Purchaser or SPAC is a party or by which the Purchaser or SPAC
      or its properties or assets are bound or result in the creation of
      imposition of any Encumbrances, or (iii) violate any law applicable to the
      Purchaser or SPAC, except for such conflicts, violations, breaches,
      defaults, terminations, cancellations, modifications, accelerations,
      losses of benefits and Encumbrances that would not, individually or in the
      aggregate, reasonably be expected to materially impair the ability of the
      Purchaser and SPAC to perform their obligations
  hereunder.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Except
      for the SPAC Stockholder Approval as set out in Clause 3.1, no consent is
      required to be obtained by SPAC in connection with the execution and
      delivery of this Agreement or the performance of its obligations hereunder
      except where the failure to do so would not, individually or in the
      aggregate, reasonably be expected to materially impair the ability of SPAC
      to perform its obligations
hereunder.

            


    

    


    
      	
              2.

            	
              ADDITIONAL SHARES AND
      INVESTOR SHARES

            


    

    


    The
Additional Shares and the Investor Shares, when issued, shall be duly authorised
by the Purchaser free from all Encumbrances (save as set out in this Agreement)
and shall be, when allotted and issued, fully paid up and rank pari passu in all
respects with the issued shares of the Purchaser existing at Closing under the Purchaser’s
Constituent Documents, including all rights to dividends and other
distributions.

    


    
      	
              3. 

            	
              PUBLIC
      FILINGS

            


    

    


    
      	
              3.1

            	
              Financial statements:
      The financial statements of SPAC included in the forms, reports and
      records filed by SPAC with the SEC complied in all material respects with
      applicable accounting requirements and the rules and regulations of the
      SEC with respect thereto at the time of filing.  Such financial
      statements were prepared in accordance with US GAAP on a consistent basis
      during the periods involved, except as may otherwise be specified in such
      financial statements or the notes thereto, and fairly represented in all
      material respects the financial position of SPAC as of and for the dates
      thereof and the results of operations and cash flows for the periods then
      ended, subject, in the case of unaudited statements, to normal, year-end
      adjustments.

            


    

    


    
      	
              3.2

            	
              SEC Documents: SPAC has
      filed all reports, schedules, forms, statements and other documents
      required to be filed by SPAC with the SEC since its inception, pursuant to
      Sections 13(a), 14(a) and 15(d) of the Exchange Act (the “SPAC SEC
      Documents”).  As of its respective filing date, each SPAC
      SEC Document complied in all material respects with the requirements of
      the Exchange Act and the rules and regulations of the SEC promulgated
      thereunder applicable to such SPAC SEC Document, and did not contain any
      untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary in order to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading.  Except to the extent that information contained in
      any SPAC SEC Document has been revised or superseded by a later filed SPAC
      SEC Document, none of the SPAC SEC Documents contains any untrue statement
      of a material fact or omits to state any material fact required to be
      stated therein or necessary in order to make the statements therein, in
      light of the circumstances under which they were made, not
      misleading.  The financial statements of
      SPAC  included in the SPAC SEC Documents comply as to form in
      all material respects with applicable accounting requirements and the
      published rules and regulations applicable to SPAC with respect thereto,
      and have been prepared in accordance with U.S. GAAP (except, in the case
      of unaudited statements, as permitted by the rules and regulations of the
      SEC) applied on a consistent basis during the periods involved (except as
      may be indicated in the notes thereto) and fairly present the financial
      position of SPAC  as of the dates thereof and the consolidated
      results of its operations and cash flows as at the respective dates of and
      for the periods referred to in such financial statements (subject, in the
      case of unaudited financial statements, to normal year-end audit
      adjustments and the omission of notes to the extent permitted by
      Regulation S-X of the SEC).

            


    


    
      
         


      

      
        71

        
          

        

      

      
         


      

    

    


    
      	
              4. 

            	
              GENERAL
      COMPLIANCE

            


    

    


    The
Purchaser has not received any claim or notice that is in breach of any
applicable rules, regulations or requirements of the SEC.

    


    
      	
              5. 

            	
              LISTING
      STATUS

            


    

    


    SPAC has
listed 22,490,000 shares of SPAC common stock with a par value of US$0.0001 per
share on the NYSE Amex, which include 10,500,000 shares of common stock
currently outstanding and 11,990,000 shares of its common stock issuable upon
exercise of outstanding rights to acquire SPAC common stock pursuant
to warrants to purchase an aggregate of 8,625,000 shares of SPAC common
stock issued by SPAC as part of the units sold in the SPAC’s initial public
offering of its securities, warrants to purchase an aggregate of 2,265,000
shares of SPAC common stock issued by SPAC in a private placement immediately
preceding the initial public offering of SPAC securities and the underwriter’s
purchase option to acquire 550,000 SPAC units.  The listing
status of such securities on the NYSE Amex has not been withdrawn or cancelled,
and the SEC has not indicated to SPAC that it will object to the continued
listing of such shares.

    


    
      	
              6. 

            	
              SARBANES-OXLEY ACT OF
      2002

            


    

    


    Except as
Disclosed, SPAC is in material compliance with all provisions of the
Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)
applicable to it as of the date hereof and as of the Closing
Date.  There has been no material change in SPAC’s accounting policies
since inception except as described in the notes to SPAC’s Financial Statements.
Each required form, report and document containing financial statements that has
been filed with or submitted to the SEC since inception, was accompanied by the
certifications required to be filed or submitted by SPAC’s chief executive
officer and chief financial officer pursuant to the Sarbanes-Oxley Act, and at
the time of filing or submission of each such certification, such certification
was true and accurate and materially complied with the Sarbanes-Oxley Act and
the rules and regulations promulgated thereunder.  Neither SPAC, nor
to the best of the knowledge of SPAC, any representative of SPAC, has received
or otherwise had or obtained knowledge of any complaint, allegation, assertion
or claim, whether written or oral, regarding the accounting or auditing
practices, procedures, methodologies or methods of SPAC or their respective
internal accounting controls, including any complaint, allegation, assertion or
claim that SPAC has engaged in questionable accounting or auditing practices,
except for (a) any complaint, allegation, assertion or claim as has been
resolved without any resulting change to SPAC’s accounting or auditing
practices, procedures methodologies or methods of SPAC or its internal
accounting controls, and (b) questions regarding such matters raised and
resolved in the ordinary course in connection with the preparation and review of
SPAC’s financial statements and periodic reports.  To the knowledge of
SPAC, no attorney representing SPAC, whether or not employed by SPAC, has
reported evidence of a material violation of securities laws, breach of
fiduciary duty or similar violation by SPAC or any of its officers, directors,
employees or agents to the board of directors of SPAC or any committee thereof
or to any director or officer of SPAC.  To  the knowledge of
SPAC, no employee of SPAC has provided or is providing information to any law
enforcement agency regarding the commission or possible commission of any crime
or the violation or possible violation of any applicable law.


    
      
         


      

      
        72

        
          

        

      

      
         


      

    

    


    
      	
              7.

            	
              U.S.
      TAXES

            


    

    


    
      	
               
      

            	
              (a)

            	
              SPAC
      has timely filed (taking into account any extensions received from the
      relevant taxing authorities), or has caused to be timely filed on its
      behalf, all U.S. tax returns that are or were required to be filed by it,
      and all such tax returns are true, complete and accurate.  To
      the knowledge of SPAC, there are no unpaid Taxes claimed to be due by any
      U.S. tax authority in charge of taxation of any jurisdiction, nor any
      claim for additional taxes for any period for which U.S. tax returns have
      been filed, and the officers of SPAC know of no basis for any such
      claim.

            


    

    


    
      	
               
      

            	
              (b)

            	
              SPAC
      has not received any notice that any governmental authority will audit or
      examine (except for any general audits or examinations routinely performed
      by such governmental authorities), seek information with respect to, or
      make material claims or assessments with respect to any Taxes for any
      period.

            


    

    


    
      	
               
      

            	
              (c)

            	
              SPAC’s
      financial statements reflect an adequate reserve for all taxes payable by
      SPAC (in addition to any reserve for deferred Taxes to reflect timing
      differences between book and tax items) for all taxable periods and
      portions thereof through the date of such financial statements. SPAC is
      neither a party to nor is it bound by any tax indemnity, tax sharing or
      similar agreement and SPAC currently has no material liability and will
      not have any material liabilities for any Taxes of any other person under
      any agreement or by the operation of any law. No deficiency with respect
      to any taxes has been proposed, asserted or assessed against SPAC, and no
      requests for waivers of the time to assess any such taxes are
      pending.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Except
      as Disclosed and as otherwise disclosed in the publicly available
      information and records of SPAC filed with the SEC (including annual
      reports, statutory filings and registrations), SPAC has delivered to
      Windrace correct and complete copies of all U.S. tax returns, examination
      reports, and statements of deficiencies filed by, assessed against or
      agreed to by SPAC for each of the fiscal years since its
      inception.

            


    


    
      
         


      

      
        73

        
          

        

      

      
         


      

    

    


    
      	
              8. 

            	
              INVESTIGATIONS/ANTI-AVOIDANCE

            


    

    


    
      	
               
      

            	
              (a)

            	
              SPAC
      has not been subject to any audit or investigation by any U.S. Taxation
      Authority and, to the knowledge of SPAC, there are no circumstances
      existing which make it likely that an audit or investigation will be
      commenced.

            


    

    


    
      	
               
      

            	
              (b)

            	
              To
      its knowledge, SPAC has neither entered into nor been a party to any
      transaction or any scheme or arrangement of which the main purpose, or one
      of the main purposes, or the sole or dominant purpose, was the unlawful
      avoidance of or reduction in or the deferral or postponement of a
      liability to taxation.

            


    

    


    
      
        	
                9. 

              	
                SHARE
      CAPITAL

              


      

    

    


    Except as
Disclosed and as otherwise disclosed in the publicly available information and
records of SPAC filed with the SEC (including annual reports, statutory filings
and registrations), there is no option, right to acquire, transfer, mortgage,
charge, pledge, lien or other form of security or encumbrance on, over or
affecting any of the Additional Shares or the Investor Shares or any part of the
unissued share capital of the Purchaser and there is no agreement or commitment
to give or create any of the foregoing and no claim has been made by any person
to be entitled to any of the foregoing.

    


    
      	
              10.

            	
              RECORDS AND
      DOCUMENTS

            


    

    


    
      	
               
      

            	
              Each
      of the Purchaser and SPAC has kept duly made up all requisite books of
      account (in accordance with good accounting principles), minute books,
      registers and financial and other records.  All
      records:

            


    

    


    
      	
               
      

            	
              (a)

            	
              have
      been fully, properly and accurately kept and completed in accordance with
      normal business practice and good accounting principles and comply with
      all applicable legal and accounting requirements and
      standards;

            


    

    


    
      	
               
      

            	
              (b)

            	
              do
      not contain any material inaccuracies or discrepancies;
  and

            


    

    


    
      	
               
      

            	
              (c)

            	
              give
      and reflect a correct view of its trading transactions, and its financial,
      contractual and trading position (and no notice or allegation that any of
      them is inaccurate or should be rectified has been received or
      made),

            


    

    


    and the
records and all other deeds and documents (including title deeds and documents),
belonging to or which ought to be in the possession of the Purchaser or SPAC are
in the possession of the Purchaser or SPAC or their respective
agents.


    
      
         


      

      
        74

        
          

        

      

      
         


      

    

    


    
      	
              11.

            	
              STATUTORY
      BOOKS

            


    

    


    
      	
               
      

            	
              To
      the knowledge of SPAC, the stock ledger of SPAC prepared and maintained by
      SPAC’s transfer agent has been properly kept and contains an accurate and
      complete record of the stockholders of record of
  SPAC.

            


    

    


    
      	
              12.

            	
              MINUTE
      BOOKS

            


    

    


    
      	
               
      

            	
              The
      minute books of directors' meetings and of shareholders'/stockholders'
      meetings of the Purchaser and SPAC respectively (including actions taken
      by written consent in lieu of a meeting) contain full and accurate records
      of all resolutions passed by the directors and the
      shareholders/stockholders respectively of that company and no resolutions
      have been passed by either the directors or the shareholders/stockholders
      of the Purchaser or SPAC  which are not recorded in the relevant
      minute books.

            


    

    


    
      	
              13.

            	
              NO BREACH OF
      LAWS

            


    

     

    To the knowledge of SPAC, neither the
Purchaser, SPAC nor any of its officers, agents or employees (during the course
of their duties in relation to it), has committed, or omitted to do, any act or
thing, the commission or omission of which is, or could be, in contravention of
any applicable Regulation, giving rise to any fine, penalty, default proceedings
or other liability on its part involving penalty sums of more than
US$250,000.

     

    
      	
               
      

            	
              To
      the knowledge of SPAC, each of the Purchaser and SPAC has conducted and is
      conducting its business in all respects in accordance with all applicable
      Regulations in each such relevant jurisdictions to which either the
      Purchaser or SPAC is subject.

            


    

    


    
      	
              14.

            	
              NO
      INVESTIGATIONS

            


    

    


    
      	
               
      

            	
              There
      is and has been no governmental or other investigation, enquiry or
      disciplinary proceeding concerning the Purchaser or SPAC in any
      jurisdiction and, to the knowledge of the Purchaser and SPAC, none is
      pending or threatened.  To the knowledge of the Purchaser and
      SPAC, no fact or circumstance exists which might give rise to any such
      investigation, enquiry or
proceeding.

            


    

    


    
      	
              15.

            	
              NO
      DISPUTES

            


    

    


    
      	
               
      

            	
              There
      is no dispute with any revenue, or other governmental, department, agency
      or body in the U.S. or elsewhere, in relation to the affairs of the
      Purchaser or SPAC, and, to the knowledge of the Purchaser and SPAC, there
      are no facts which may give rise to any
dispute.

            


    

    


    
      	
              16.

            	
              COMPLIANCE WITH
      CONSTITUENT DOCUMENTS

            


    

    


    
      	
               
      

            	
              Each
      of the Purchaser and SPAC has, at all times, carried on business and
      conducted its affairs in all respects in accordance with the applicable
      laws of the BVI, U.S., the State of Delaware and its Constituent Documents
      then in force.

            


    


    
      
         


      

      
        75

        
          

        

      

      
         


      

    

    


    
      	
              17.

            	
              ALL RETURNS
      FILED

            


    

    


    
      	
               
      

            	
              All
      filings, returns, particulars, resolutions and documents (including all
      incorporation documents) required by any legislation to be filed with any
      U.S. or BVI government authority, or any other authority in any
      jurisdiction, in respect of either the Purchaser or SPAC have been duly
      filed and were correct in all material
respects.

            


    

     

    
      	
              18.

            	
              NO UNUSUAL
      AGREEMENTS

            


    

     

    
      	
               
      

            	
              Except
      as Disclosed, each of the Purchaser and SPAC is not a party to any
      Contract, instrument, transaction, arrangement, practice, liability or
      obligation (or offer, tender or proposal)
which:

            


    

    


    
      	
               
      

            	
              (a)

            	
              is
      outside of its ordinary course of
business;

            


    

    


    
      	
               
      

            	
              (b)

            	
              is
      of a long-term nature (that is, unlikely to have been fully performed, in
      accordance with is terms, more than six (6) months after the date on which
      it was entered into or undertaken);

            


    

    


    
      	
               
      

            	
              (c)

            	
              is
      a swap, futures or derivatives contract of any nature or involves payment
      by it of amounts determined by reference to fluctuations in an index of
      retail prices or shares, or any other index, or any prices of securities,
      commodities or any other things, or any other benchmark of any nature or
      in the rate of exchange for any
currency;

            


    

    


    
      	
               
      

            	
              (d)

            	
              involves,
      or is likely to involve, the purchase or supply of goods or services the
      aggregate purchase or sales value of which will represent in excess of 10%
      of its turnover for the preceding financial
  year;

            


    

    


    
      	
               
      

            	
              (e)

            	
              restricts
      the Purchaser’s or SPAC’s freedom to operate any business or use its
      assets in any part of the world as it considers
    appropriate;

            


    

     

    
      	
               
      

            	
              (f)

            	
              is
      prohibited, void, illegal or unenforceable, or has any consequences
      (including the application of disclosure, registration or notification
      requirements), under any laws or requirements of any jurisdiction relating
      to competition, anti-trust, fair trading and similar
    matters.

            


    

    


    
      	
              19.

            	
              NON ARM'S LENGTH
      TRANSACTIONS

            


    

    


    
      	
               
      

            	
              Except
      as Disclosed and as otherwise disclosed in the publicly available
      information and records of SPAC filed with the SEC (including annual
      reports, statutory filings and registrations), neither the Purchaser nor
      SPAC is a party to, nor have its profits or financial position during the
      three (3) years prior to the date of this Agreement been affected by, any
      Contract, transaction or arrangement which is not entered into in the
      ordinary course of business and of an entirely arm's length
      nature.

            


    


    
      
         


      

      
        76

        
          

        

      

      
         


      

    


    
      	
              20.

            	
              NO
      DEFAULT

            


    

    


    
      	
               
      

            	
              Neither
      the Purchaser nor SPAC is in default under any agreement, instrument or
      obligation binding on it.  To the knowledge of the Purchaser or
      SPAC, no threat or claim of default, under any agreement, instrument or
      arrangement to which the Purchaser or SPAC is a party has been made and
      there is no circumstance whereby any such agreement, instrument or
      arrangement is invalid or may be prematurely terminated, rescinded,
      repudiated or disclaimed by any other party and no notice has been
      received of any such party's intention, and no such party has sought, to
      terminate, rescind, repudiate or disclaim any such agreement, instrument
      or arrangement.

            


    

    


    
      	
              21.

            	
              EFFECT OF THIS
      AGREEMENT

            


    

    


    
      	
               
      

            	
              Except
      as Disclosed, the execution of, or compliance with the terms of, this
      Agreement does not and will not:

            


    

    


    
      	
               
      

            	
              (a)

            	
              conflict
      with, or result in the breach of, or constitute a default under, any of
      the terms, conditions or provisions of any agreement or instrument to
      which the Purchaser or SPAC is a party, or any provision of its
      Constituent Documents or any Encumbrance, lease, Contract, order,
      judgment, award, injunction, Regulation or other restriction or obligation
      of any kind or character by which or to which any asset of the Purchaser
      or SPAC is bound or subject;

            


    

    


    
      	
               
      

            	
              (b)

            	
              relieve
      any person from any obligation to either the Purchaser or SPAC (whether
      contractual or otherwise), or enable any person to determine any
      obligation, or any right or benefit enjoyed by the Purchaser or SPAC, or
      to exercise any right, whether under an agreement with, or otherwise in
      respect of, the Purchaser or SPAC;

            


    

    


    
      	
               
      

            	
              (c)

            	
              result
      in the creation, imposition, crystallization or enforcement of any
      Encumbrance whatsoever on any of the assets of the Purchaser or SPAC;
      or

            


    

    


    
      	
               
      

            	
              (d)

            	
              result
      in any present or future indebtedness or other facilities of the Purchaser
      or SPAC becoming due, or capable of being declared due and payable, prior
      to its stated maturity.

            


    

    


    
      	
              22.

            	
              NO RELATED PARTY
      CONTRACTS

            


    

    


    
      	
               
      

            	
              Except
      as Disclosed, there is not now outstanding, and there has not at any time
      during the three (3) years prior to the date of this Agreement been
      outstanding, any contract or arrangement to which the Purchaser or SPAC is
      a party and in which:

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      other Person who is a shareholder or the beneficial owner of any interest
      in the Purchaser or SPAC; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      director or employee of the Purchaser or
SPAC;

            


    

    


    
      	
               
      

            	
              is
      or has been interested, whether directly or
  indirectly.

            


    


    
      
         


      

      
        77

        
          

        

      

      
         


      

    


    
      	
              23.

            	
              NO
      LITIGATION

            


    

    


    
      	
               
      

            	
              Neither
      the Purchaser, SPAC nor any person for whose acts or defaults it may be
      vicariously liable is involved in any litigation, arbitration,
      administrative or criminal or other proceedings, whether as plaintiff,
      defendant or otherwise; there are no such proceedings pending or, to the
      knowledge of the Purchaser and SPAC, threatened, either by or against the
      Purchaser or SPAC; and there is no order or penalty against the Purchaser
      or SPAC; and, to the knowledge of the Purchaser and SPAC, there is no fact
      or circumstance which is likely to give rise to any such proceedings
      involving the Purchaser or SPAC.

            


    

    


    
      	
              24.

            	
              INSOLVENCY

            


    

    


    
      	
               
      

            	
              No
      order has been made or petition presented or resolution passed for the
      dissolution of the Purchaser or SPAC, nor has any distress, execution or
      other process been levied against the Purchaser or SPAC or action taken to
      repossess goods in the possession of the Purchaser or SPAC.  The
      Purchaser or SPAC has not made or proposed any arrangement or composition
      with its creditors or any class of its
  creditors.

            


    

    


    
      	
              25.

            	
              NO
      UNDISCLOSED MATERIAL
LIABILITIES

            


    

    


    
      	
               
      

            	
              To
      the knowledge of the Purchaser and SPAC, the Purchaser or SPAC has no
      material liabilities, whether absolute, accrued, contingent or otherwise,
      other than those reflected in the publicly available information and
      records of the Purchaser and
SPAC.

            


    


    
      
         


      

      
        78

        
          

        

      

      
         


      

    


    SCHEDULE
5

    


    WINDRACE ACTIVITIES PENDING
CLOSING

    


    
      	
              1.

            	
              Save
      with the prior written consent of the Purchaser (which shall not be
      unreasonably withheld), or as expressly provided in this Agreement or
      actions necessary or desirable to effect the Elevatech Letter Agreement,
      the Sellers shall procure that each Windrace Group Company will not,
      pending Closing:

            


    

    


    
      	
               
      

            	
              (a)

            	
              issue
      or agree to issue any of its share, interest or loan capital or grant or
      agree to grant, redeem or amend the terms of any option over or right to
      acquire any of its share or loan
capital;

            


    

    


    
      	
               
      

            	
              (b)

            	
              save
      for the Redemption, purchase or redeem any shares in its share capital or
      make any repurchases or reduction of its share capital or provide
      financial assistance for any such
purchase;

            


    

    


    
      	
               
      

            	
              (c)

            	
              borrow
      or otherwise raise money or incur or discharge any liabilities or
      indebtedness or create any security except in the ordinary course of
      business or any borrowing to refinance shareholders’
  loan;

            


    

    


    
      	
               
      

            	
              (d)

            	
              resolve
      to alter the provisions of its memorandum or articles of association or
      constitutive documents or adopt or pass any Regulations or resolutions
      inconsistent therewith except as required by applicable
      Regulations;

            


    

    


    
      	
               
      

            	
              (e)

            	
              enter
      into any onerous, unusual or material contract or arrangement with a
      value, or incurring liability or potential liability, in excess of
      RMB10,000,000;

            


    

    


    
      	
               
      

            	
              (f)

            	
              terminate
      any of the material agreement or arrangement with a value, or incurring
      liability or potential liability, in excess of  RMB10,000,000 to
      which it is a party;

            


    

    


    
      	
               
      

            	
              (g)

            	
              enter
      into any material capital commitment or undertake or incur any material
      contingent liability with a value in excess of
    RMB10,000,000;

            


    

    


    
      	
               
      

            	
              (h)

            	
              make
      any substantial change (including, but not limited to, any change by way
      of incorporation, acquisition or disposal of subsidiary(ies) or
      business(es)) in the nature, extent or terms of organisation of its
      business, or carry on any business other than its existing
      business;

            


    

    


    
      	
               
      

            	
              (i)

            	
              in
      any material respect depart from the ordinary course of its day to day
      business;

            


    

    


    
      	
               
      

            	
              (j)

            	
              create
      or permit to be arisen any lien, charge, pledge, mortgage, encumbrance or
      other security interest on or in respect of any of its undertaking,
      properties or assets (except in the ordinary course of
      business);

            


    

    


    
      	
               
      

            	
              (k)

            	
              declare,
      pay or make any dividends or other capital distributions or repay or
      prepay any loans or advances by its shareholder(s) or its
      associates;

            


    


    
      
         


      

      
        79

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (l)

            	
              appoint
      any directors or auditors;

            


    

    


    
      	
               
      

            	
              (m)

            	
              acquire,
      sell, transfer, lease, sub-lease, license, sub-license, assign, grant any
      option over or otherwise dispose of, or purchase, take on lease or licence
      or assume possession of, any interests in land, or agree to do any of the
      foregoing with costs exceeding RMB10,000,000 or with a term of more than
      three (3) years;

            


    

    


    
      	
               
      

            	
              (n)

            	
              acquire
      or agree to acquire or dispose or agree to dispose of any part of the
      material asset or stock with a value or consideration exceeding
      RMB10,000,000;

            


    

    


    
      	
               
      

            	
              (o)

            	
              enter
      into, alter or agree to alter the terms of, any borrowing, factoring or
      other financing or lending arrangement, facility letter, undertaking,
      guarantee, indemnity, comfort letter or commitment of any kind whatsoever
      (except for any renewal or amendment of any such arrangement, letter,
      undertaking, guarantee, indemnity or commitment from any other external
      lender upon the expiry of previous ones in the ordinary course of business
      which (a) do not involve any increase in the principal amount of the
      relevant facility; (b) are at normal market rates and on normal commercial
      terms or better; and (c) do not exceed RMB80,000,000, in aggregate for all
      Windrace Group Companies);

            


    

    


    
      	
               
      

            	
              (p)

            	
              make
      any advances or other credits to any person or give any guarantee or
      indemnity or act as surety, or otherwise accept any direct or indirect
      liability, for the liabilities or obligations of any person other than a
      Windrace Group Company;

            


    

    


    
      	
               
      

            	
              (q)

            	
              alter
      or agree to alter, terminate or agree to terminate or waive any right
      under, any agreement to which it is a party and which has or is likely to
      have a material adverse effect on the Windrace Group taken as a whole, or
      enter into any unusual or abnormal material commitment except in the
      ordinary course of business and for full
  consideration;

            


    

    


    
      	
               
      

            	
              (r)

            	
              commence,
      compromise, settle, release, discharge or compound any civil, criminal,
      arbitration or other proceedings or any liability, claim, action, demand
      or dispute or waive any right in relation to any of the
      foregoing;

            


    

    


    
      	
               
      

            	
              (s)

            	
              terminate
      or allow to lapse any insurance policy except in the ordinary course of
      business or in connection with the transactions contemplated under this
      Agreement, or (other than the transactions contemplated under this
      Agreement) do anything to render any insurance policy void or voidable,
      provided that it will not materially adversely affect Windrace Group
      Company’s business taken as a
whole;

            


    

    


    
      	
               
      

            	
              (t)

            	
              dispose
      of the ownership, possession, custody or control of any corporate or other
      books or records which are required under any Regulation to be kept or
      which should be kept on a prudent
basis;

            


    


    
      
         


      

      
        80

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (u)

            	
              grant
      any power of attorney or otherwise authorise any other person to do any of
      the above;

            


    

    


    
      	
               
      

            	
              (v)

            	
              enter
      into any partnership or joint venture arrangement otherwise than for
      normal business development;

            


    

    


    
      	
               
      

            	
              (w)

            	
              establish
      or open or close any branch or office which is material to the business of
      the Windrace Group taken as a whole;
or

            


    

    


    
      	
               
      

            	
              (x)

            	
              do
      or omit to do any act or thing which would have a material adverse effect
      on its trading or financial position or prospects on the Windrace Group
      taken as a whole.

            


    

    


    
      	
              2.

            	
              The
      Sellers shall procure that, each Windrace Group Company, will, pending
      Closing fulfil their obligations under Clauses 5.1, 5.2, 5.3, 5.4 and
      5.5.

            


    


    
      
         


      

      
        81

        
          

        

      

      
         


      

    


    SCHEDULE
6

    


    SPAC ACTIVITIES PENDING
CLOSING

    


    
      	
              1.

            	
              Save
      with the prior written consent of the Sellers (which shall not be
      unreasonably withheld) or as expressly provided in this Agreement or
      except as determined by either the Purchaser or SPAC to be necessary or
      desirable to secure the SPAC Stockholder Approval as set out in Clause 3.1
      or as otherwise in the opinion of the Purchaser or SPAC to be necessary or
      desirable to effectuate the transactions contemplated under this
      Agreement, each of the Purchaser and SPAC, as appropriate, undertakes that
      each of them (as appropriate) will not, pending
  Closing:

            


    

    


    
      	
               
      

            	
              (a)

            	
              issue
      or agree to issue any of its share, interest or loan capital or grant or
      agree to grant, redeem or amend the terms of any option over or right to
      acquire any of its share or loan
capital;

            


    

    


    
      	
               
      

            	
              (b)

            	
              purchase
      or redeem any shares in its share capital or make any repurchases or
      reduction of its share capital or provide financial assistance for any
      such purchase;

            


    

    


    
      	
               
      

            	
              (c)

            	
              acquire
      by merging or consolidating with, or by purchasing assets of, or by any
      other manner, any business or any corporation, partnership, association or
      other business organization or division thereof, or acquire any equity
      securities of any corporation, partnership, association or business
      organization (or enter into letters of intent, memorandum of
      understanding, contracts or agreements with respect to the foregoing);
      and

            


    

    


    
      	
               
      

            	
              (d)

            	
              engage
      in discussions or negotiations or enter into letters of intent, memorandum
      of understanding, contracts, agreements, arrangements or transactions of
      any nature with any third party involving a payment by SPAC or the
      Purchaser with monies in the trust account, except for disbursements
      permitted under Clause 17.11.

            


    


    
      
         


      

      
        82

        
          

        

      

      
         


      

    


    SCHEDULE
7

    


    DEED OF
INDEMNITY

    


    Dated
the            day
of                   2009

    


    SHUIPAN
LIN

    


    and

    


    XIAYU
CHEN

    


    and

    


    TIANCHENG
INT’L INVESTMENT GROUP LIMITED

    


    and

    


    
       
2020
CHINACAP ACQUIRCO, INC.

    

    


    and

    


    EXCEED
COMPANY LTD.

    


    ____________________________

    


    DEED
OF INDEMNITY

    in
respect of

    TAXATION

    ____________________________


    


    Deacons

    Solicitors
& Notaries

    5th
Floor

    Alexandra
House

    18 Chater
Road

    Central

    Hong
Kong

    www.deaconslaw.com

     

    Fax :
28100431

    Tel :
28259211


    
      
         


      

      
        83

        
          

        

      

      
         


      

    


    THIS DEED OF INDEMNITY is
made       day
of                ,
2009

    


    BY:

    


    
      	
              (1)

            	
              SHUIPAN
      LIN, whose address is at No. 103, Qiancanggong Road, Huatingkou
      Village, Chendai Town, Jinjiang City, Fujian Province, the PRC and whose
      PRC passport number is G14386872 (“Mr.
    Lin”);

            


    

    


    
      	
              (2)

            	
              XIAYU
      CHEN, whose address is at No. 103, Qiancanggong Road, Huatingkou
      Village, Chendai Town, Jinjiang City, Fujian Province, the PRC and whose
      PRC passport number is G02855984 (“Ms. Chen”);
      and

            


    

    


    
      	
              (3)

            	
              TIANCHENG
      INT'L INVESTMENT GROUP LIMITED, a company incorporated under
      the laws of Hong Kong with limited liability, the registered office of
      which is at Unit B, 16th Floor, CKK Comm Ctr, No 289-295 Hennessy Road,
      Wan Chai, Hong Kong (“Tiancheng”).

            


    

    


    
      	
               
      

            	
              (Mr.
      Lin, Ms. Chen and Tiancheng are hereinafter referred to as the “Covenantors”);

            


    

    


    
      In favour
of:

    

    


    
      	
              (3)

            	
              2020
      CHINACAP ACQUIRCO, INC., a company incorporated under the laws of
      Delaware with limited liability, the principal place of business of which
      is at 221 Boston Post Road East, Suite 410, Marlborough, MA  01753
      (“2020 SPAC”);
      and

            


    

    


    
      	
              (4)

            	
              EXCEED
      COMPANY LTD., a company incorporated under the laws of the BVI with
      limited liability, the registered office of which is at PO Box 173,
      Kingston Chambers, Road Town, Tortola, BVI (the “Purchaser”, for
      itself and as trustee for all the Windrace Group Companies, together with
      2020 SPAC collectively the “Covenantees”);

            


    

    


    Whereas
:-

    


    
      	
              (A)

            	
              This
      Deed is made pursuant to an agreement dated
      the           day
      of                    2009
      (the “Principal
      Agreement”) entered into between, among others, the Covenantors and
      the Covenantees providing for, amongst other thing, the acquisition by the
      Purchaser of the Sale Shares (as defined in the Principal
      Agreement).

            


    

    


    
      	
              (B)

            	
              Each
      of the Covenantors has agreed to give certain indemnities in favour of the
      Covenantees upon the terms and subject to the conditions set out in this
      Deed.

            


    

    


    NOW THIS
DEED WITNESSES AND IT IS HEREBY AGREED as
follows:-


    
      
         


      

      
        84

        
          

        

      

      
         


      

    


    
      	
              1. 

            	
              INTERPRETATION

            


    

    


    
      	
              1.1

            	
              In
      this Deed, terms capitalised in this Deed but not otherwise defined have
      the meaning given to them in the Principal Agreement and the following
      expressions shall have the following meanings except where the context
      otherwise requires:-

            


    

     

    
      	
               
      

            	
              "Relief" means any
      relief, allowance, concession, preferential tax treatment, right to
      repayment, set-off or deduction in computing profits or other assessable
      sum against which a Taxation is assessed, and any credit granted by or
      available pursuant to any legislation or otherwise relating to all forms
      of Taxation;

            


    

    


    
      	
               
      

            	
              "Taxation" or “Tax”
    means:-

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      liability to any form of taxation and duty whenever created or imposed
      whether of the United States, Hong Kong, the BVI, the PRC or of any other
      part of the world and, without prejudice to the generality of the
      foregoing, including profits tax, provisional profits tax, business tax on
      gross income, enterprise income tax, income tax, value added tax, interest
      tax, salaries tax, individual income tax (employer as the statutory tax
      withholding agent) and social security contribution, property tax, land
      appreciation tax, lease registration tax, urban real estate tax, deed tax,
      estate duty, capital gains tax, death duty, capital duty, stamp duty,
      payroll tax, withholding tax, rates, import, customs and excise duties,
      local surtaxes, local surcharges (including but not limited to river
      administration fee) and generally any tax, duty, impost, levy or rate or
      any amount payable to any Taxation
Authority;

            


    

     

    
      	
               
      

            	
              (b)

            	
              such
      amount or amounts as is or are referred to in Clause 1.2
  ;

            


    

     

    
      	
               
      

            	
              (c)

            	
              all
      costs, interests, penalties, fines, charges, liabilities and expenses
      incidental or relating to any liability to Taxation which is the subject
      of the Deed, to the extent that the same are payable or suffered by a
      Windrace Group Company; and

            


    

     

    
      	
               
      

            	
              “Taxation Authority”
      means any revenue, customs, fiscal governmental, statutory, central,
      regional, state, provincial, local governmental or municipal authority,
      body or person, or any non-revenue and non-fiscal governmental
      institutions responsible for collecting Taxes on behalf of taxation
      authorities, whether of the United States, Hong Kong, the BVI, the PRC or
      elsewhere;

            


    

    


    
      	
               
      

            	
              "Taxation Claims" means
      any claim, counterclaim, assessment, notice, demand or other documents
      issued or action taken by or on behalf of any Taxation Authority whereby a
      Windrace Group Company is liable or is sought to be made liable for any
      payment of any Taxation or is denied or sought to be denied any
      Relief.

            


    

    


    
      	
              1.2

            	
              In
      the event of deprivation of any Relief or of a right to repayment of any
      form of Taxation available to a Windrace Group Company, there shall be
      treated as an amount of Taxation for which a liability has arisen, the
      amount of such Relief or repayment; or if the amount of Taxation being
      reduced is smaller than the actual amount of Relief, the amount by which
      the liability equal to any such Taxation of the particular Windrace Group
      Company would have been reduced by such Relief if there had been no such
      deprivation, applying the relevant rates of Taxation in force in the
      period or periods in respect of which such Relief would have applied or
      (where the rate has at the relevant time not been fixed) the last known
      rate and assuming that such Windrace Group Company had sufficient profits,
      turnover or other assessable income or expenditure against which such
      Relief might be set off or
given.

            


    


    
      
         


      

      
        85

        
          

        

      

      
         


      

    


    
      	
              1.3

            	
              In
      this Deed:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      masculine gender shall include the feminine gender and neuter and the
      singular number shall include the plural and vice
  versa;

            


    

     

    
      	
               
      

            	
              (b)

            	
              references
      to persons shall include individuals, bodies corporate (wherever
      incorporated), unincorporated associations, partnerships and all forms of
      governmental body or authority; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      headings are inserted for convenience only and shall not affect the
      interpretation of this Deed.

            


    

     

    
      	
              1.4

            	
              The
      recitals form part of this Deed and shall be construed and shall have the
      same force and effect as if expressly set out in the body of this
      Deed.

            


    

     

    
      
        	
                2. 

              	
                TAXATION
      INDEMNITY

              


      

    

    


    
      	
              2.1

            	
              Without
      prejudice to any of the foregoing provisions of this Deed and subject as
      hereinafter provided, each of the Covenantors agrees, and undertakes, to
      indemnify and at all times keep each of the Covenantees and the Windrace
      Group Companies fully indemnified on demand from and
    against:

            


    

     

    
      
        	
              	
                (a)

              	
                the
      amount of any and all Taxation falling on any of the Windrace Group
      Companies resulting from or by reference to any income, profits, gains,
      transactions, events, matters or things earned, accrued, received, entered
      into or occurring up to the date of the Principal Agreement, whether alone
      or in conjunction with any other circumstances whenever occurring and
      whether or not such Taxation is chargeable against or attributable to any
      other person, firm or company including any and all Taxation resulting
      from the receipt by any of the Windrace Group Companies of any amounts
      paid by any Covenantors under this
Deed;

              


      

    

     

    
      	
               
      

            	
              (b)

            	
              all
      actions, claims, losses, damages, costs (including all legal costs),
      expenses or other liabilities which any of the Windrace Group Companies
      may made, suffer or incur in respect of or arising from or on the basis of
      or in connection with any Taxation which is covered by the indemnities
      given under Clause 2.1(a), including without limitation to the generality
      of the foregoing:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      investigation, assessment or the contesting of any Taxation
      Claim;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      settlement of any claim under this
Deed;

            


    


    
      
         


      

      
        86

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              any
      legal proceedings in which any of the Windrace Group Companies claims
      under or in respect of this Deed and in which judgment is given for any of
      the Windrace Group Companies; or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      enforcement of any such settlement or judgment referred to in (ii) and
      (iii) above.

            


    

     

    
      	
              2.2

            	
              Notwithstanding
      Clause 2.1 of this Deed, each of the Covenantors shall be under no
      liability under this Deed in respect of
  Taxation:

            


    

     

    
      	
               
      

            	
              (a)

            	
              to
      the extent that it is payable by any Windrace Group Company chargeable in
      consequence of any event occurring or income, profits or gains earned,
      accrued or received or alleged to have been earned, accrued or received in
      after the date of the Principal Agreement and which is not interest or
      penalty, surcharge or fine in connection with Taxation in relation to an
      event which took place on or prior to the date of the Principal
      Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      the extent that provision has been made for such Taxation in the
      Accounts;

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      the extent that it would not have arisen but for any act or omission by
      any of the Windrace Group Companies voluntarily effected after the date
      hereof (other than pursuant to a legally binding commitment created on or
      before the date hereof) without the prior written consent or agreement of
      the Covenantors, otherwise than in the ordinary course of business of the
      relevant Windrace Group Company;
and

            


    

     

    
      	
               
      

            	
              (d)

            	
              to
      the extent that such Taxation or Taxation Claim arises or is incurred as a
      result of the imposition of Taxation as a consequence of any retrospective
      change in the law or the interpretation or practice thereof by the
      relevant Taxation Authority or any other relevant authority in the
      relevant jurisdiction coming into force after the date of the Principal
      Agreement or to the extent such Taxation Claim arises or is increased by
      an increase in rates of Taxation after the date of the Principal Agreement
      with retrospective effect.

            


    

     

    
      	
              2.3

            	
              The
      maximum aggregate liability of the Covenantors under this Deed and for
      breach of the Principal Agreement shall be US$6,800,000  in
      aggregate, together with any reasonable costs and expenses properly
      incurred by the Covenantees in seeking compensation and damages from the
      Covenantors pursuant to this Deed and the Principal
    Agreement.

            


    

     

    
      	
              3. 

            	
              NO DOUBLE
      CLAIM

            


    

    


    
      	
              3.1

            	
              No
      claim under this Deed shall be made by more than one of the Covenantees in
      respect of the same Taxation.

            


    

     

    
      	
              3.2

            	
              Each
      of the Covenantors and any Windrace Group Company shall not be entitled to
      recover more than once in respect of any one matter giving rise to a claim
      whether under this Deed or the Principal Agreement or
  both.

            


    


    
      
         


      

      
        87

        
          

        

      

      
         


      

    


    
      	
              4. 

            	
              TAXATION CLAIM

            


    

    


    
      	
              4.1

            	
              In
      the event of any Taxation Claim arising, the Covenantees shall by way of
      covenant but not as a condition precedent to the liability of the
      Covenantors hereunder:

            


    

    


    
      	
               
      

            	
              (a)

            	
              give
      or procure that such notice together with the relevant information will as
      soon as reasonably practicable be given to the Covenantors in the manner
      provided in Clause 10; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              at
      the written request of the relevant Covenantors, take such action or
      procure that such action be taken as such Covenantor may reasonably
      request to cause the Taxation or Taxation Claim to be withdrawn, or to
      dispute, resist, appeal against, compromise or defend the Taxation Claim
      and any determination in respect thereof but subject to it being
      indemnified and secured to its reasonable satisfaction by such Covenantor
      from and against any or all losses, liabilities (including additional
      Taxation), penalties, interests, costs, damages and expenses which may be
      thereby incurred.

            


    

     

    
      	
              4.2

            	
              Without
      the prior approval of the Covenantees, a Covenantor shall not make any
      settlement of any Taxation Claim nor agree to any matter in the course of
      disputing any Taxation Claim likely to affect the future taxation
      liability of any of the Windrace Group
  Companies.

            


    

     

    
      	
              4.3

            	
              Without
      the prior approval of the relevant Covenantor, a covenantee shall not make
      any settlement of any Taxation Claim nor agree to any matter in the course
      of disputing any Taxation Claim likely to affect the amount payable by
      such Covenantor under this Deed.

            


    

     

    
      	
              4.4

            	
              Notwithstanding
      anything herein to the contrary, the liability of each Covenantor under
      this Deed shall be joint and several for all purposes under this
      Deed.

            


    

     

    
      	
              5. 

            	
              PAYMENTS

            


    

    


    
      	
              5.1

            	
              If
      after any Covenantor has made any payment pursuant to Clause 2, any of the
      Windrace Group Companies shall receive a refund of all or part of the
      relevant Taxation, such Windrace Group Company shall repay or procure the
      repayment by such other Windrace Group Company, as the case may be, to
      such Covenantor a sum corresponding to the amount of such refund
      less:-

            


    

     

    
      	
               
      

            	
              (a)

            	
              any
      and all reasonable expenses, costs and charges payable or properly
      incurred by the Windrace Group Company in recovering such refund;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      amount of any additional Taxation which may be suffered by any of the
      Windrace Group Companies in consequence of such
  refund.

            


    

     

    
      	
              5.2

            	
              Any
      payments due by a Covenantor pursuant to the foregoing provisions of this
      Deed shall be increased to include such interest and penalty on unpaid
      Taxation as the Windrace Group Companies or any of them shall have been
      required to pay pursuant to the applicable
  Regulations.

            


    


    
      
         


      

      
        88

        
          

        

      

      
         


      

    


    
      	
              5.3

            	
              In
      respect of any payments payable by or due from any Covenantor to any of
      the Windrace Group Companies under this Deed, any such Covenantor may make
      such payment to the Covenantees instead of to such Windrace Group
      Companies, and payments so made by the Covenantees shall constitute a good
      and absolute release and discharge of such payment obligations of such
      Covenantor.

            


    

     

    
      	
              5.4

            	
              All
      payments made by or due from any Covenantor under this Deed shall be made
      gross, free and clear of any rights of counterclaim or set-off (save with
      the agreement of any Covenantor and any Convenantee) and without any
      deductions or withholdings of any
nature.

            


    

     

    
      	
              5.5

            	
              No
      payment shall be treated as made by any Covenantor under this Deed until
      and to the extent that cleared funds are available in respect of it to the
      Windrace Group Company.

            


    

     

    
      	
              5.6

            	
              For
      the avoidance of doubt, the Covenantors shall remain liable in accordance
      with the terms of this Deed notwithstanding that any Taxation giving rise
      to a liability to make a payment under Clause 2 of this Deed is or has
      been discharged or suffered by the relevant Windrace Group Company,
      whether before or after the date hereof and whether by payment or by loss
      or utilisation of any relief or right to repayment of
      Taxation.

            


    

     

    
      	
              6. 

            	
              BINDING
      EFFECT

            


    

    


    The indemnities, agreements and
undertakings herein contained shall bind the successors of the Covenantors and
shall enure for the benefit of each party's successors and permitted
assigns.

     

    
      	
              7. 

            	
              FURTHER
      UNDERTAKING

            


    

    


    Each of the Covenantors undertakes
with the Covenantees that it will on demand do all such acts and things and
execute all such deeds and documents as may be necessary to carry into effect or
to give legal effect to the provisions of this Deed and the indemnities hereby
contemplated.

     

    
      	
              8. 

            	
              ASSIGNMENT

            


    

    


    
      	
               
      

            	
              None
      of the Covenantees may assign the whole or any part of the benefit of this
      Deed without the prior written consent of the Covenantors such consent not
      to be unreasonably withheld.

            


    

    


    
      	
              9. 

            	
              SEVERABILITY

            


    

    


    Any
provision of this Deed prohibited by or which is unlawful or unenforceable under
any applicable law shall, to the extent required by such law, be severed from
this Deed and rendered ineffective so far as is possible without modifying the
remaining provisions of this Deed.


    
      
         


      

      
        89

        
          

        

      

      
         


      

    


    
      	
              10. 

            	
              NOTICES

            


    

    


    Any
notice required to be given under this Deed shall be in writing and shall be
delivered personally or sent by facsimile or by registered or recorded delivery
post, postage prepaid to the respective party at the address set out herein or
such other address as may have been last notified in writing by or on behalf of
such party to the other parties hereto with specific reference to this
Deed.  Any notice, demand or other communications so addressed to the
relevant party shall be deemed to be served at the time when the same is handed
to or left at the address of the party to be served and if served by facsimile
shall be deemed received on the date of despatch and if served by prepared
registered post shall be deemed received on the third Business Days after
despatch.

     

    
      
        
          
            	 	
                    To
      the Covenantors:

                  	 
	 	 	 
	 
      	
                    Name:

                  	
                    Shuipan
      Lin, accepting notices and other communications under Clause 10 on behalf
      of himself, Xiayu Chen and Tiancheng

                  
	 
      	 
      	 
      
	 
      	
                    Address:

                  	
                    No.
      103, Qiancanggong Road, Huatingkou Village, Chendai Town, Jinjiang City,
      Fujian Province, the PRC

                  
	 
      	 
      	 
      
	 
      	
                    Telephone:

                  	
                    86-595-8285-8888

                  
	 
      	 
      	 
      
	 
      	
                    Facsimile:

                  	
                    86-595-8206-9999

                  
	 
      	 
      	 
      
	 
      	
                    To
      the Covenantees:

                  	 
      
	 
      	 
      	 
      
	 
      	
                    Name:

                  	
                    Purchaser
      and 2020 SPAC

                  
	 
      	 
      	 
      
	 
      	
                    Address:

                  	
                    221
      Boston Post Road East

                  
	 
      	 
      	
                    Suite
      410

                  
	 
      	 
      	
                    Marlborough,
      MA  01753

                  
	 
      	 
      	 
      
	 
      	
                    Attention:

                  	
                    G.
      George Lu

                  
	 
      	 
      	 
      
	 
      	
                    Telephone:

                  	
                    +1
      (508) 624-4948

                  
	 
      	 
      	 
      
	 
      	
                    Facsimile:

                  	
                    +1
      (508) 624-4988

                  
	 
      	 
      	 
      
	 
      	 
      	
                    with
      a copy to

                  
	 
      	 
      	 
      
	 
      	 
      	
                    (1)
      Seyfarth Shaw LLP

                  
	 
      	 
      	
                    Attn: 
      Michel J. Feldman

                  
	 
      	 
      	
                    131
      S. Dearborn Street

                  
	 
      	 
      	
                    Suite
      2400

                  


          

        

      

    

     

    
      
         


      

      
        90

        
          

        

      

      
         


      

    

     

    
      
        	 
      	 
      	
                Chicago,
      IL  60603

              
	 
      	 
      	
                Telephone: 
      +1 (312) 460-5613

              
	 
      	 
      	
                Facsimile:
      +1 (312) 460-7613

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)
      Deacons

              
	 
      	 
      	
                Attn:
      Eugina Chan / Rosita Chu

              
	 
      	 
      	
                5th
      Floor, Alexandra House,

              
	 
      	 
      	
                18
      Chater Road

              
	 
      	 
      	
                Central,
      Hong Kong

              
	 
      	 
      	
                Telephone:
      2825 9211

              
	 
      	 
      	
                Facsimile:
      2810 0431

              


      

    

     

    11.         GENERAL
PROVISION

    


    
      	
              11.1

            	
              This
      Deed constitutes the entire agreement between the parties in relation to
      the subject of this Deed and supersedes any previous agreement between or
      representation by any party to any other in relation to the subject
      matter.

            


    

     

    
      	
              11.2

            	
              No
      variation of any of the terms of this Deed will be effective unless it is
      made or confirmed in writing and signed by or on behalf of each of the
      parties.

            


    

     

    
      	
              11.3

            	
              No
      relaxation, forbearance, indulgence or delay of any party in exercising
      any right under this Deed shall affect the ability of that party
      subsequently to exercise such right or to pursue any remedy, nor shall
      such failure or delay constitute a waiver of any other
    right.

            


    

     

    12.         COUNTERPARTS

    


    This Deed
may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one and the
same instrument.

     

    13.         LAW AND
JURISDICTION

    


    
      	
              13.1

            	
              This
      Deed shall be governed by and construed in accordance with the laws of
      Hong Kong and the parties hereto hereby irrevocably submit to the
      non-exclusive jurisdiction of the Hong Kong
  courts.

            


    

     

    
      	
              13.2

            	
              Each
      party hereby irrevocably submits to the non-exclusive jurisdiction of the
      courts of Hong Kong in respect of all matters arising in connection with
      this Agreement. The submission to the jurisdiction of the courts of Hong
      Kong shall not (and shall not be construed so as to) limit the right of
      the Covenantees to take proceedings against the Covenantors (or any of
      them) in any other court of competent jurisdiction, nor shall the taking
      of proceedings by the Covenantees in any one or more jurisdictions
      preclude the Covenantees taking proceedings in any other jurisdiction
      (whether concurrently or not) if and to the extent permitted by applicable
      law.

            


    


    
      
         


      

      
        91

        
          

        

      

      
         


      

    


    
      	
              13.3

            	
              Each
      of the Covenantors hereby irrevocably appoints Jones Day of 29/F.,
      Edinburgh Tower, the Landmark, 15 Queen’s Road, Central, Hong Kong as
      its agent to accept service of legal process on its
      behalf.  Service of legal process upon the process agent of the
      Covenantors shall be deemed completed whether or not such legal process is
      forwarded to or received by any of the Covenantors. Each of the
      Covenantors hereby irrevocably agrees that if its process agent ceases to
      have an address in Hong Kong or ceases to act as its process agent it
      shall appoint a new process agent in Hong Kong for the same purposes and
      will deliver to the other parties within fourteen (14) days a copy of a
      written acceptance of appointment by the process agent.  If at
      any time any of the Covenantors appoints a new process agent it shall give
      written notice to the other parties of such appointment and until such
      time service on the process agent last known to the other parties shall be
      deemed to be effective service.

            


    

     

    
      	
              13.4

            	
              Each
      of the Covenantees hereby irrevocably appoints Law Debenture Services
      (H.K.) Limited of Room 3105, Alexandra House, 18 Chater Road, Central,
      Hong Kong as its agent to accept service of legal process on its
      behalf.  Service of legal process upon the process agent of the
      Covenantees shall be deemed completed whether or not such legal process is
      forwarded to or received by any of the Covenantees. Each of the
      Covenantees hereby irrevocably agrees that if its process agent ceases to
      have an address in Hong Kong or ceases to act as its process agent it
      shall appoint a new process agent in Hong Kong for the same purposes and
      will deliver to the other parties within fourteen (14) days a copy of a
      written acceptance of appointment by the process agent.  If at
      any time any of the Covenantees appoints a new process agent it shall give
      written notice to the other parties of such appointment and until such
      time service on the process agent last known to the other parties shall be
      deemed to be effective service.

            


    


    
      
         


      

      
        92

        
          

        

      

      
         


      

    


    AS WITNESS  whereof
this Deed has been duly executed on the day and year first above
written.

    


    
      
        
          	
                  SIGNED,
      SEALED and DELIVERED by

                	
                  )

                
	
                  SHUIPAN
      LIN

                	
                  )

                
	
                  in
      the presence of:-

                	
                  )

                


        

      

    

    


    
      
        	
                SIGNED,
      SEALED and DELIVERED by

              	
                )

              
	
                XIAYU
      CHEN

              	
                )

              
	
                in
      the presence of:-

              	
                )

              


      

    

    


    
      
        	
                SEALED with the SEAL of

              	
                )

              
	
                TIANCHENG
      INT’L

              	
                )

              
	
                INVESTMENT
      GROUP LIMITED

              	
                )

              
	 
      	
                )

              
	
                and
      SIGNED by

              	
                )

              
	 
      	
                )

              
	
                in
      the presence of:-

              	
                )

              


      

    

    


    
      
        	
                SEALED
      with the SEAL of

              	
                )

              
	
                2020
      CHINACAP ACQUIRCO, INC.

              	
                )

              
	 
      	
                )

              
	
                and
      SIGNED by

              	
                )

              
	 
      	
                )

              
	
                in
      the presence of :-

              	
                )

              


      

    

    


    
      
        	
                SEALED with the SEAL of

              	
                )

              
	
                EXCEED
      COMPANY LTD.

              	
                )

              
	 
      	
                )

              
	
                and
      SIGNED by

              	
                )

              
	 
      	
                )

              
	
                in
      the presence of :-

              	
                )

              


      

    


    
      
         


      

      
        93

        
          

        

      

      
         


      

    


    SCHEDULE
8

    


    TARGET
EARNINGS

    


    
      
        
          
            	
                    2009
      Target Earnings

                  	
                    US$38,067,350

                  
	 
      	 
      
	
                    2010
      Target Earnings

                  	
                    US$49,487,555

                  
	 
      	 
      
	
                    2011
      Target Earnings

                  	
                    US$64,333,821

                  


          

        

      

    


    
      
         


      

      
        94

        
          

        

      

      
         


      

    


    SCHEDULE
9

    


    PROPERTY

    


    Part
A - Owned Property

    


    
      	
               
      

            	
              1.

            	
              Land

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                           
      Owner

                                        	 	
                                          國有土地使用證

                                          證書編號

                                          (State-owned
      

                                          Land
      Use Rights 

                                          Certificate
      

                                          number)

                                        	 	
                                           
      Site

                                        	 	
                                           
      Use

                                        	 	
                                           Date
      of 

                                          Expiry
      

                                          of
      the 

                                          Use
      

                                          Right

                                        	 	
                                          Use
      right 

                                          Area
      

                                          (Square
      

                                          meter)

                                        
	
                                          喜得龍(中

                                          國)有限公

                                          司(Xidelong
      

                                          (China)
      Co. Ltd.)

                                        	 	
                                          晋國用

                                          (2007)第

                                          00785号

                                          (Jin
      Guo Yong 

                                          (2007)
      No.00785)

                                        	 	
                                          中國福建省晋江市陳埭

                                          鎮南霞美村

                                          (Nanxiamei
      Village, 

                                          Chendai
      Town, Jinjiang 

                                          City,
      Fujian Province, the 

                                          PRC)

                                           

                                        	 	
                                          Industrial

                                        	 	
                                          2056-12-25

                                        	 	
                                          9,475.00

                                        
	
                                          喜得龍(中

                                          國)有限公

                                          司(Xidelong
      

                                          (China)
      Co. Ltd.)

                                        	 	
                                          晋國用

                                          (2007)第

                                          00786號

                                          (Jin
      Guo Yong (2007) No. 00786)

                                        	 	
                                          中國福建省晋江市陳埭

                                          鎮南霞美村

                                          (Nanxiamei
      Village, Chendai Town, Jinjiang City, Fujian Province, the
      PRC)

                                           

                                        	 	
                                          Industrial

                                        	 	
                                          2056-12-25

                                        	 	
                                          9,196.00

                                        
	
                                          喜得龍(中

                                          國)有限公

                                          司(Xidelong
      

                                          (China)
      Co. Ltd.)

                                        	 	
                                          晋國用

                                          (2007)第

                                          00787號

                                          (Jin
      Guo Yong (2007) No. 00787)

                                        	 	
                                          中國福建省晋江市陳埭

                                          鎮南霞美村

                                          (Nanxiamei
      Village, Chendai Town, Jinjiang City, Fujian Province, the
      PRC)

                                           

                                        	 	
                                          Industrial

                                        	 	
                                          2056-12-25

                                        	 	
                                          20,113.00

                                        
	
                                          福建喜得龍

                                          體育用品有

                                          限公司
      

                                          (Fujian
      Xidelong Sports Goods Co., Ltd.)

                                        	 	
                                          晋國用

                                          (2005)第

                                          01753號 (Jin
      

                                          Guo
      Yong (2005) No. 01753)

                                        	 	
                                          中國福建省晋江市陳埭

                                          鎮南霞美村

                                          (Nanxiamei
      Village, Chendai Town, Jinjiang City, Fujian Province, the
      PRC)

                                        	 	
                                          Industrial

                                        	 	
                                          2055-07-06

                                        	 	
                                          15,277.00

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        95

        
          

        

      

      
         


      

    

    


    


    
      	
               
      

            	
              2.

            	
              Buildings

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      

                                  Owner

                                	 	
                                  房屋所有權證證書編號

                                  (Building
      Ownership 

                                  Certificate
      number)

                                	 	 
      

                                  Site

                                	 	 
      

                                  Construction
      

                                  Area
      (Square 

                                  meter)

                                
	
                                  喜得龍(中

                                  國)有限公

                                  司(Xidelong
      

                                  (China)
      Co. Ltd.)

                                	 	
                                  晋房權證陳埭字第

                                  06-200574號(Jin
      

                                  Fang
      Quan Zheng 

                                  Chen
      Dai Zi No. 06-

                                  200574)

                                	 	
                                  中國福建省晋江市陳埭鎮南霞美

                                  村

                                  (Nanxiamei
      Village, Chendai Town, 

                                  Jinjiang
      City, Fujian Province, the 

                                  PRC)

                                	 	
                                  10,735.96

                                
	
                                  喜得龍(中

                                  國)有限公

                                  司(Xidelong
      

                                  (China)
      Co. Ltd.)

                                	 	
                                  晋房權證陳埭字第

                                  06-200576號 (Jin
      

                                  Fang
      Quan Zheng 

                                  Chen
      Dai Zi No. 06-

                                  200576)

                                	 	
                                  中國福建省晋江市陳埭鎮南霞美

                                  村

                                  (Nanxiamei
      Village, Chendai Town, 

                                  Jinjiang
      City, Fujian Province, the 

                                  PRC)

                                	 	
                                  66,102.31

                                
	
                                  喜得龍(中

                                  國)有限公

                                  司(Xidelong
      

                                  (China)
      Co. Ltd.)

                                	 	
                                  晋房權證陳埭字第

                                  06-200578號 (Jin
      

                                  Fang
      Quan Zheng 

                                  Chen
      Dai Zi No. 06-

                                  200578)

                                	 	
                                  中國福建省晋江市陳埭鎮南霞美

                                  村

                                  (Nanxiamei
      Village, Chendai Town, 

                                  Jinjiang
      City, Fujian Province, the 

                                  PRC)

                                	 	
                                  22,186.39

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Part
B - Leased Property

    


    Nil


    
      
         


      

      
        96

        
          

        

      

      
         


      

    

    


    EXHIBIT

    


    ACCOUNTS


    
      
         


      

      
        97