Unassociated Document


    INVESTMENT
MANAGEMENT TRUST AGREEMENT

    


    This agreement (“Agreement”) is made as
of ___________, 2009 by and between GSME Acquisition Partners I (the “Company”)
its principal office located at 762 West Beijing Road, Shanghai, PRC 200041 and
Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery
Place, New York, New York 10004.

    


    WHEREAS, the Company’s registration
statement, as amended, on Form F-1, No. 333-162547 (“Registration Statement”),
for its initial public offering of securities (“IPO”) has been declared
effective as of the date hereof (“Effective Date”) by the Securities and
Exchange Commission (capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Registration Statement);
and

    


    WHEREAS, Cohen & Company
Securities, LLC (“Cohen & Company”) is acting as the representative of the
underwriters in the IPO pursuant to an underwriting agreement (“Underwriting
Agreement”); and

    


    WHEREAS, simultaneously with the IPO,
certain officers, directors and stockholders of the Company will be purchasing
an aggregate of 3,600,000 warrants (“Insider Warrants”) from the Company for an
aggregate purchase price of $1,800,000; and

    


    WHEREAS, as described in the
Registration Statement, and in accordance with the Company’s Amended and
Restated Memorandum and Articles of Association, $36,000,000 of the gross
proceeds of the IPO and sale of the Insider Warrants  ($41,400,000 if
the underwriters over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a trust account for the benefit of
the Company and the holders of the Company’s ordinary shares, par value $.001
per share, issued in the IPO as hereinafter provided and in the event the Units
are registered in Colorado, pursuant to Section 11-51-302(6) of the Colorado
Revised Statutes. A copy of the Colorado Statute is attached hereto and made a
part hereof (the amount to be delivered to the Trustee will be referred to
herein as the “Property”; the shareholders for whose benefit the Trustee shall
hold the Property will be referred to as the “Public Shareholders,” and the
Public Shareholders and the Company will be referred to together as the
“Beneficiaries”); and

    


    WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to
$1,440,000 (or $1,818,000 if the underwriters’ over-allotment option is
exercised in full) is attributable to deferred underwriting commissions
(“Deferred Discount”) that will become payable by the Company to the
underwriters upon the consummation of an initial business combination;
and

    


    WHEREAS, the Company and the Trustee
desire to enter into this Agreement to set forth the terms and conditions
pursuant to which the Trustee shall hold the Property;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW THEREFORE, IT IS
AGREED:

    


    1.           Agreements and Covenants of
Trustee.  The Trustee hereby agrees and covenants
to:

    
 

    (a)           Hold
the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute,
in a segregated trust account (“Trust Account”) established by the Trustee at J.
P. Morgan Chase Bank N.A. and at an office of ___________ selected by the
Company;

    


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

    


    (c)           In
a timely manner, upon the instruction of the Company, to invest and reinvest the
Property in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or
less, and/or in any open ended investment company registered under the
Investment Company Act of 1940 that holds itself out as a money market fund
selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and
(c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as
determined by the Company;

    


    (d)           Collect
and receive, when due, all principal and income arising from the Property, which
shall become part of the “Property,” as such term is used herein;

    


    (e)           Notify
the Company of all communications received by it with respect to any Property
requiring action by the Company;

    


    (f)           Supply
any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of its tax returns;

    


    (g)           Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company to do so;
and

    


    (h)           Commence
liquidation of the Trust Account only after and promptly after receipt of, and
only in accordance with, the terms of a letter (“Termination Letter”), in a form
substantially similar to that attached hereto as either Exhibit A or Exhibit B
hereto, signed on behalf of the Company by its Chief Executive Officer,
President or Chairman of the Board and Secretary or Assistant Secretary, and
complete the liquidation of the Trust Account and distribute the Property in the
Trust Account only as directed in the Termination Letter and the other documents
referred to therein; provided, however, that in the event that a Termination
Letter has not been received by the Trustee by the 12-month anniversary of the
closing (“Closing”) of the IPO (“First Date”), or the 18-month anniversary of
the Closing (“Last Date”) in the event that a letter of intent, memorandum of
understanding  or definitive agreement for a Business Combination has
been executed on or prior to the First Date but the Business Combination has not
been consummated by the First Date, the Trust Account shall be liquidated in
accordance with the procedures set forth in the Termination Letter attached as
Exhibit B hereto and distributed to the shareholders of record on the Last
Date.  The provisions of this Section 1(h) may not be modified,
amended or deleted under any circumstances.

    


    
      
        
        

      

      
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    2.           Limited Distributions of
Income from Trust Account.

    


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

    


    (b)           Upon
written request from the Company, which may be given from time to time in a form
substantially similar to that attached hereto as Exhibit D, the Trustee shall
distribute to the Company the amount requested by the Company to cover expenses
related to investigating and selecting a target business and other working
capital requirements; provided, however, that the Company will not be allowed to
withdraw interest income earned on the trust account unless there are sufficient
funds available to pay the Company’s tax obligations on such interest income or
otherwise then due at that time; and

    


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

    


    (d)           In
all cases, the Company shall promptly provide Cohen & Company with a copy of
any Termination Letters and/or any other correspondence that it issues to the
Trustee with respect to any proposed withdrawal from the Trust Account promptly
after such issuance.

    


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

    


    (a)           Give
all instructions to the Trustee hereunder in writing, signed by the Company’s
Chairman of the Board or Chief Executive Officer.  In addition, except
with respect to its duties under paragraphs 1(h), 2(a) and 2(b) above, the
Trustee shall be entitled to rely on, and shall be protected in relying on, any
verbal or telephonic advice or instruction which it in good faith believes to be
given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in
writing;

    


    
      
        
        

      

      
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    (b)           Subject
to the provisions of Section 5 of this Agreement, hold the Trustee harmless and
indemnify the Trustee from and against, any and all expenses, including
reasonable counsel fees and disbursements, or loss suffered by the Trustee in
connection with any action, suit or other proceeding brought against the Trustee
involving any claim, or in connection with any claim or demand which in any way
arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any income earned from investment of the Property,
except for expenses and losses resulting from the Trustee's gross negligence or
willful misconduct.  Promptly after the receipt by the Trustee of
notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this
paragraph, it shall notify the Company in writing of such claim (hereinafter
referred to as the “Indemnified Claim”).  The Trustee shall have the
right to conduct and manage the defense against such Indemnified Claim,
provided, that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably
withheld.  The Trustee may not agree to settle any Indemnified Claim
without the prior written consent of the Company, which consent shall not be
unreasonably withheld.  The Company may participate in such action
with its own counsel;

    


    (c)           Pay
the Trustee an initial acceptance fee, an annual fee and a transaction
processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as
set forth on Schedule A hereto, which fees shall be subject to modification by
the parties from time to time.  It is expressly understood that the
Property shall not be used to pay such fees and further agreed that said
transaction processing fees shall be deducted by the Trustee from the
disbursements made to the Company pursuant to Section 2(b).  The
Company shall pay the Trustee the initial acceptance fee and first year’s fee at
the consummation of the IPO and thereafter on the anniversary of the Effective
Date;

    


    (d)           In
connection with any vote of the Company’s shareholders regarding a Business
Combination, provide to the Trustee an affidavit or certificate of a firm
regularly engaged in the business of soliciting proxies and/or tabulating
shareholder votes (which firm may be the Trustee) verifying the vote of the
Company’s shareholders regarding such Business Combination; and

    


    (e)           In
connection with the Trustee acting as Paying/Disbursing Agent pursuant to
Exhibit B, the Company will not give the Trustee disbursement instructions which
would be prohibited under this Agreement.

    


    (f)           Within
five business days after the Underwriters’ over-allotment option (or any
unexercised portion thereof) expires or is exercised in full, to provide the
Trustee notice in writing (with a copy to the Underwriters) of the total amount
of the Deferred Discount, which shall in no event be less than
$1,440,000

    


    
      
        
        

      

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

    


    (a)           Take
any action with respect to the Property, other than as directed in paragraphs 1
and 2 hereof and the Trustee shall have no liability to any party except for
liability arising out of its own gross negligence or willful
misconduct;

    


    (b)           Institute
any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any
of the Property unless and until it shall have received instructions from the
Company given as provided herein to do so and the Company shall have advanced or
guaranteed to it funds sufficient to pay any expenses incident
thereto;

    


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

    


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

    


    (e)           Assume
that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such
authority to the Trustee;

    


    (f)           The
other parties hereto or to anyone else for any action taken or omitted by it, or
any action suffered by it to be taken or omitted, in good faith and in the
exercise of its own best judgment, except for its gross negligence or willful
misconduct.  The Trustee may rely conclusively and shall be protected
in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee), statement, instrument, report
or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which is believed by the Trustee, in good
faith, to be genuine and to be signed or presented by the proper person or
persons.  The Trustee shall not be bound by any notice or demand, or
any waiver, modification, termination or rescission of this Agreement or any of
the terms hereof, unless evidenced by a written instrument delivered to the
Trustee signed by the proper party or parties and, if the duties or rights of
the Trustee are affected, unless it shall give its prior written consent
thereto;

    


    (g)           Verify
the correctness of the information set forth in the Registration Statement or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement; and

    


    
      
        
        

      

      
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    (h)           File
local, state and/or Federal tax returns or information returns with any taxing
authority on behalf of the Trust Account and payee statements with the Company
documenting the taxes, if any, payable by the Company or the Trust Account,
relating to the income earned on the Property.

    


    (i)           Pay
any taxes on behalf of the Trust Account (it being expressly understood that the
Property shall not be used to pay any such taxes and that such taxes, if any,
shall be paid by the Company from funds not held in the Trust
Account).

    


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

    


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

    


    5.           No Right of
Set-Off.  The Trustee waives any right of set-off or any right,
title, interest or claim of any kind that the Trustee may have against the
Property held in the Trust Account.  In the event the Trustee has a
claim against the Company under this Agreement, including, without limitation,
under Section 3(b), the Trustee will pursue such claim solely against the
Company and not against the Property held in the Trust Account.

    


    6.           Termination.  This
Agreement shall terminate as follows:

    


    (a)           If
the Trustee gives written notice to the Company that it desires to resign under
this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee during which time the Trustee shall act in accordance with
this Agreement.  At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the
Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within
ninety days of receipt of the resignation notice from the Trustee, the Trustee
may submit an application to have the Property deposited with any court in the
State of New York or with the United States District Court for the Southern
District of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever; or

    


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

    


    
      
        
        

      

      
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    7.           Miscellaneous.

    


    (a)           The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from the
Trust Account.  The Company and the Trustee will each restrict access
to confidential information relating to such security procedures to authorized
persons.  Each party must notify the other party immediately if it has
reason to believe unauthorized persons may have obtained access to such
information, or of any change in its authorized personnel.  In
executing funds transfers, the Trustee will rely upon all information supplied
to it by the Company, including, account names, account numbers, and all other
identifying information relating to a beneficiary, beneficiary’s bank or
intermediary bank. The Trustee shall not be liable for any loss, liability or
expense resulting from any error in the information or transmission of the
wire.

    


    (b)           This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction.  It may be executed in several original or
facsimile counterparts, each one of which shall constitute an original, and
together shall constitute but one instrument.

    


    (c)           This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof.  Except for Section 1(h)
(which may not be amended under any circumstances), this Agreement or any
provision hereof may only be changed, amended or modified by a writing signed by
each of the parties hereto; provided, however, that no such change, amendment or
modification may be made without the prior written consent of Cohen &
Company, who, along with each other underwriter, the parties specifically agree
is and shall be a third party beneficiary for purposes of this
Agreement.  As to any claim, cross-claim or counterclaim in any way
relating to this Agreement, each party waives the right to trial by
jury.

    


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

    


    (e)           Any
notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:

    


    if to the Trustee, to:

    


    Continental Stock
Transfer

      & Trust
Company

    17 Battery Place

    New York, New York 10004

    Attn:  Steven G. Nelson,
Chairman, and Frank A. DiPaolo, CFO

    Fax No.:  (212)
509-5150

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    if to the Company, to:

    


    GSME Acquisition Partners
I

    762 West
Beijing Road

    Shanghai,
PRC 200041

    Attn:  Eli D. Scher, Chief
Executive Officer

    Fax No.:  (___)
___-____

    


    in either case with a copy
to:

    


    Cohen & Company Securities,
LLC

    135 East 57th
Street

    New York, New York 10022

    Attn:  ______________,
Chairman

    Fax No.:  (___)
___-____

    


    (f)           This
Agreement may not be assigned by the Trustee without the prior consent of the
Company.

    


    (g)           Each
of the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder.  The Trustee
acknowledges and agrees that it shall not make any claims or proceed against the
Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance. In the event that the Trustee
has a claim against the Company under this Agreement, the Trustee will pursue
such claim solely against the Company and not against the Property held in the
Trust Account.

    


    (h)           For
so long as the Property is held in the Trust Account, Cohen & Company, on
behalf of the other underwriters in the IPO, shall be third party beneficiaries,
on behalf of itself and such other underwriters, with respect this Agreement and
shall be entitled to enforce the terms of this Agreement to the same extent as
if it were parties to this Agreement.

     

     

    
      
        
        

      

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

     

    
      	 	CONTINENTAL STOCK TRANSFER &
      TRUST COMPANY, as Trustee	 
	 	 	 	 
	
               

            	
              By:
      

            	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


    

     

    
      
        	 	GSME
      ACQUISITION PARTNERS I	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

    

    


    
      
        
        

      

      
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    SCHEDULE
A

    


    


    
      	
              Fee
      Item

            	
              Time
      and method of payment

            	
              Amount

            
	
              Initial
      acceptance fee

            	
              Initial
      closing of IPO by wire transfer

            	
              $1,000

            
	
              Annual
      fee

            	
              First
      year, initial closing of IPO by wire transfer; thereafter on the
      anniversary of the effective date of the IPO by wire transfer or
      check

            	
              $3,000

            
	
              Transaction
      processing fee for disbursements to Company under Section
2

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

            	
              $250

            


    

    


    
      
        
        

      

      
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    EXHIBIT A

     

     

    
      	 	 [Letterhead
      of Company]

[Insert date]	 


    

     

    Continental
Stock Transfer

      &
Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:  Steven
Nelson

    


    Re:           Trust Account
No.     -           Termination
Letter

    


    Gentlemen:

    


    Pursuant to paragraph 1(h) of the
Investment Management Trust Agreement between GSME Acquisition Partners I
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of _________, 2009 (“Trust Agreement”), this is to advise you that the
Company has entered into an agreement (“Business Agreement”) with
__________________ (“Target Business”) to consummate a business combination with
Target Business (“Business Combination”) on or about [insert date].  The
Company shall notify you at least 48 hours in advance of the actual date of the
consummation of the Business Combination (“Consummation Date”).

    


    In accordance with the terms of the
Trust Agreement, we hereby authorize you to commence liquidation of the Trust
Account to the effect that, on the Consummation Date, all of funds held in the
Trust Account will be immediately available for transfer to the account or
accounts that the Company shall direct on the Consummation Date.

    


    On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that (a) the Business
Combination has been consummated and (b) the provisions of Section 11-51-302(6)
and Rule 51-3.4 of the Colorado Statute have been met and (ii) the Company shall
deliver to you (a) [an affidavit] [a certificate] of __________________, which
verifies the vote of the Company’s stockholders in connection with the Business
Combination and (b) written instructions with respect to the trans­fer of
the funds held in the Trust Account (“Instruction Letter”).  You are
hereby directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of the counsel's letter and the Instruction
Letter, in accordance with the terms of the Instruction Letter.  In
the event that certain deposits held in the Trust Account may not be liquidated
by the Consummation Date without penalty, you will notify the Company of the
same and the Company shall direct you as to whether such funds should remain in
the Trust Account and be distributed after the Consummation Date to the
Company.  Upon the distribution of all the funds in the Trust Account
pursuant to the terms hereof, the Trust Agreement shall be
terminated.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
 

    In the event that the Business
Combination is not consummated on the Consummation Date described in the notice
thereof and we have not notified you on or before the original Consummation Date
of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be
reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.

     

    
      
        	 	Very
      truly yours,	 
	 	 	 	 
	 	GSME
      ACQUISITION PARTNERS I 	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Jing
      Dong Gao, Chairman of the Board	 
	 	 	 	 
	 	By:
      	 	 
	 	 	Eli
      D. Scher, Secretary 	 


      

    

    
cc: Cohen
& Company Securities, LLC

     

    
      
        
        

      

      
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    EXHIBIT B

    

       

      
        	 	 [Letterhead
      of Company]

[Insert date]	 


      

       

    

    Continental
Stock Transfer

      &
Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:

    


    Re:           Trust Account
No.    -       Termination
Letter

    


    Gentlemen:

    


    Pursuant to paragraph 1(h) of the
Investment Management Trust Agreement between GSME Acquisition Partners I
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of ________, 2009 (“Trust Agreement”), this is to advise you that the
Company has been unable to effect a Business Combination with a Target Company
within the time frame specified in the Company’s Memorandum and Articles of
Association, as described in the Company’s prospectus relating to its
IPO.

    


    In accordance with the terms of the
Trust Agree­ment, we hereby authorize you, to commence liquidation of the
Trust Account as promptly as practicable to shareholders of record on the Last
Date (as defined in the Trust Agreement).  You will notify the Company
in writing as to when all of the funds in the Trust Account will be available
for immediate transfer (“Transfer Date”) in accordance with the terms of the
Trust Agreement and the Memorandum and Articles of Association of the
Company.  You shall commence distribution of such funds in accordance
with the terms of the Trust Agreement and the written instructions from the
Company attached hereto directing distribution of the funds held in the Trust
Account and you shall oversee the distribution of such funds.  Upon
the distribution of all the funds in the Trust Account, your obligations under
the Trust Agreement shall be terminated.

    
       

      
        
          	 	Very
      truly yours,	 
	 	 	 	 
	 	GSME
      ACQUISITION PARTNERS I 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Jing
      Dong Gao, Chairman of the Board	 
	 	 	 	 
	 	By:
      	 	 
	 	 	Eli
      D. Scher, Secretary 	 


        

      

      

cc: Cohen
& Company Securities, LLC

    
 

    
      
        
        

      

      
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    EXHIBIT
C

     


    
      
        
          	 	 [Letterhead
      of Company]

[Insert date]	 


        

         

      

    

    Continental
Stock Transfer

      &
Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:  Steven
Nelson

    


    Re:           Trust Account
No.

    


    Gentlemen:

    


    Pursuant to paragraph 2(a) of the
Investment Management Trust Agreement between GSME Acquisition Partners I
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of ___________, 2009 (“Trust Agreement”), the Company hereby requests
that you deliver to the Company $_______ of the interest income earned on the
Property as of the date hereof.  The Company needs such funds to pay
for the tax obligations as set forth on the attached tax return or tax
statement.  In accordance with the terms of the Trust Agreement, you
are hereby directed and authorized to transfer (via wire transfer) such funds
promptly upon your receipt of this letter to the Company’s operating account
at:

    


    [WIRE
INSTRUCTION INFORMATION]

    
       

      
        
          	 	GSME
      ACQUISITION PARTNERS I 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Jing
      Dong Gao, Chairman of the Board	 
	 	 	 	 
	 	By:
      	 	 
	 	 	Eli
      D. Scher, Secretary 	 


        

      

       

    

    cc: Cohen
& Company Securities, LLC

     

    
      
        
        

      

      
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    EXHIBIT
D

     


    
      
        
          
            	 	 [Letterhead
      of Company]

[Insert date]	 


          

           

        

      

    

    Continental
Stock Transfer

      &
Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:  Steven
Nelson

    


    Re:           Trust Account
No.

    


    Gentlemen:

    


    Pursuant to paragraph 2(b) of the
Investment Management Trust Agreement between GSME Acquisition Partners I
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of __________, 2009 (“Trust Agreement”), the Company hereby requests
that you deliver to the Company $_______ of the interest income earned on the
Property as of the date hereof, which does not exceed, in the aggregate with all
such prior disbursements pursuant to paragraph 2(b), if any, the maximum amount
set forth in paragraph 2(b).  The Company needs such funds to cover
its expenses relating to investigating and selecting a target business and other
working capital requirements.  In accordance with the terms of the
Trust Agreement, you are hereby directed and authorized to transfer (via wire
transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:

    


    [WIRE
INSTRUCTION INFORMATION]

    
       

      
        
          	 	Very
      truly yours,	 
	 	 	 	 
	 	GSME
      ACQUISITION PARTNERS I 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Jing
      Dong Gao, Chairman of the Board	 
	 	 	 	 
	 	By:
      	 	 
	 	 	Eli
      D. Scher, Secretary 	 


        

      

      
cc: Cohen
& Company Securities, LLC

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E

    


    


    


     

    
      	AUTHORIZED
      INDIVIDUAL(S) 
FOR TELEPHONE CALL
      BACK	 	AUTHORIZED
TELEPHONE
      NUMBER(S)
	 	 	 
	Company:	 	 
	 	 	 
	

              GSME
      Acquisition Partners I
762 West Beijing Road
Shanghai, PRC
      200041
Attn:  Jing Dong Gao, Chairman 	 	(86)
      21-6271-6777 
	 	 	 
	Trustee:	 	 
	 	 	 
	Continental Stock
      Transfer
  & Trust Company
17 Battery
      Place 
New York, New York 10004
Attn:  Steven G.
      Nelson, Chairman	 	(212)
      845-3200 


    

     

     

    
      
        
        

      

      
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