Angela
      Ho

     

    38/Floor
      Shun Tak Centre

     

    200
      Connaught Rd.

     

    Hong
      Kong

     

    angelaho@asiabcc.com

     

    July
      8,
      2008

     

    Dear
      Shareholders:

     

    As
      you
      may know by now, a dispute has developed among the members of the Board of
      Directors. The result of this dispute has been a reorientation of the Board
      to
      cut me out of vital business decisions made by the Company. While I remain
      the
      Chief Executive Officer and the Chairman of the Board of Directors, those titles
      effectively mean nothing because, as things now stand, I have no power to make
      or influence business decisions. Because these developments are contrary to
      the
      mandate I was given by you as investors in the Company, I am writing to inform
      you that the Company has deviated from our original vision.

     

    At
      the
      Board meeting held on May 9, 2008, part of the Board, led by Arie Jan van Roon
      surprised me with a series of resolutions. Those resolutions were a surprise
      because the meeting notice that I received from Gary Hirst failed to comply
      with
      Article 109 of the Amended Articles of Association, and did not “set forth the
      general nature of the business to be considered.” The events of this Board
      meeting were reported in a Form 6-K filed with the Securities and Exchange
      Commission on May 15, 2008. That document reports on the events of the May
      9,
      2008, meeting without mentioning the dispute among the Directors and some of
      the
      changes to the Company’s governance.

     

    Prior
      to
      the May 9, 2008, Board meeting, the Directors had informally discussed choosing
      Anthony Cheung, a Hong Kong businessman, as a new Director. We had circulated
      his CV and discussed his strengths as a person with experience in the Asia.
      At
      the Board meeting, we first voted to transition the Company to Foreign Private
      Issuer status. However, it became clear to me at this point in the meeting
      that
      a dispute had developed. When some members of the Board began moving to change
      the quorum and appoint Keith Laslop, a person we had never discussed, as a
      Director, I protested. When my protests were ignored, Stuart Sundlun and I
      left
      the meeting, as did Peter Kjaer, who was participating by telephone. The Board
      went on to pass a number of resolutions. Some of those resolutions are reflected
      in the Form 6-K, including: (1) moving the $115 million trust account from
      New
      York to London; (2) creating a Business Combinations Committee (“BCC”); (3)
      appointing Keith Laslop as a Director; and (4) appointing Mr. van Roon as the
      Chief Financial Officer.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Taken
      as
      represented in the 6-K, these changes may seem minor. But, there were several
      more decisions taken at the Board meeting, including: (1) raising the quorum
      for
      conducting Board meetings from two to four; (2) authorizing the Chief Financial
      Officer, acting alone, to make payments of funds up to $10,000; (3) authorizing
      the Chief Financial Officer and President to make payments of funds over
      $10,000; (4) removing me from the Nominating Committee; (5) giving the President
      authority to hire outside counsel; and (6) ending the use of our investment
      bank
      Maxim Group for future engagements.

     

    The
      net
      effect of these changes is to remove me from business combination and financial
      decisions of the Company. Thus, while I retain the titles of Chief Executive
      and
      Chairman of the Board of Directors, I have been rendered a powerless figurehead.
      Since the May meeting, in an attempt to amicably salvage relations, I have
      been
      negotiating with the Board to restore balance to the management of the Company
      and to ensure that it fulfills its obligations to you. 

     

    The
      result of those negotiations was an agreement to meet on July 8, 2008, to elect
      three new Directors. Two of them were to be nominated by me, and the third
      was
      to be introduced by Maxim Group. It was also agreed that this eleven-person
      Board, would raise the quorum for meetings to seven persons so that any meeting
      will necessarily require a diversity of representation.

     

    We
      also
      agreed to increase the size of the BCC to four persons, two of whom were to
      be
      nominated by me. The charter of the BCC was to be changed from having the sole
      authority to review and propose transactions to the Board for approval to a
      committee which would provide screening and due diligence assistance for any
      potential transaction. It was further agreed that any Board member could propose
      a potential transaction to the Board for consideration as a potential
      acquisition to be referred to the Company’s shareholders for a
      vote.

     

    Unfortunately
      at the July 8 meeting, the Board failed to implement the agreed upon changes
      to
      corporate governance outlined above. This turn of events has moved the Company
      away from what was presented in our prospectus, and what we pitched during
      the
      road show. And most importantly, this move has shifted control away from those
      on the management team who have experience in Asia, and into the hands of a
      group of Directors with few contacts in the area, and little capacity to strike
      a deal that would maximize the return on your investment. The Company is, after
      all, currently just a shell with a bank account—and the value that you invested
      in was the value of the management team’s ties to Asia and our ability to
      negotiate a deal there. My extensive business contacts and experience in Asia
      were a major selling point, as was the experience that both Mr. Kjaer and Andrew
      Tse brought to the table. By cutting all of us out of the decision processes,
      the Board is depriving the Company of the value of our regional expertise and
      our access to the proprietary deal flow in Asia. That access is critical to
      accomplishing the goals of the Company. The controlling members of the Board
      do
      not have any significant experience in Asia and do not have access to the deal
      flow necessary to provide a transaction that is in the best interests of the
      Company.

     

    Since
      our
      January IPO, I have worked diligently to seek out potential acquisitions in
      the
      target markets, yielding at least twenty potential targets. While we have
      pursued those leads, Mr. van Roon has pursued a deal that involves players
      outside of Asia and which I am concerned may be contrary to the Company’s best
      interest. I have not been involved in the negotiations with those potential
      partners.

     

    
      
         

      

      
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    These
      changes in the Board make-up and power structure are very troubling. The
      fundamental character of the Company has been altered, and I fear that the
      Board
      is moving quickly to consummate a deal that neither matches the plan laid out
      in
      our prospectus, nor maximizes potential benefit for shareholders. In order
      to
      address these concerns, I ask that as shareholders in the Company, you join
      me,
      Mr. Kjaer, Mr. Sundlun, and Mr. Tse in calling for an extraordinary general
      meeting of the Company’s shareholders. At that meeting you will have an
      opportunity to hear from your current Board, gauge for yourself the conflict
      that has arisen, and express your views as to the direction in which you would
      like to see the Company proceed. At the meeting, I intend to propose a slate
      of
      Directors better equipped to carry out the purpose and goals of the Company
      in a
      timely and rewarding manner for all shareholders.

     

    To
      call
      such a meeting, under Articles 60-63 of the Amended Articles of Incorporation,
      ten percent of the shareholders must lodge a requisition for a special
      shareholders meeting. I have attached a requisition form for each of you to
      complete and send to the Directors. At the same time, please send me a copy
      at
      the address listed above so that I can coordinate our efforts and keep you
      informed about developments in this dispute.

     

    
      	 	
              Sincerely,

            
	 	 
	 	 
	 	
              Angela
                Ho

            
	 	
              Chairman
                and Chief Executive Officer

            
	 	
              Asia
                Special Situation Acquisition
                Corporation

            


    

     

    
      
         

      

      
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      ASIA
        SPECIAL SITUATION ACQUISITION CORPORATION

      c/o
        M&C Corporate Services Limited

      P.O.
        Box
        309 GT, Ugland House

      South
        Church Street

      George
        Town, Grand Cayman

      Cayman
        Islands

      


      REQUISITION
        FOR EXTRAORDINARY GENERAL MEETING

      


      
        	
                I/We

              	
                        
                  

              
	 	 
	
                of
                  (address) 

              	
                              
                  

              


      

      


      being
        a
        Shareholder/Shareholders of Asia Special Situation Acquisition Corporation
        (“the
        Company”), and entitled to:
        _________________________________________________________ votes

      in
        the
        Company, do hereby, pursuant to Articles 60-63 of the Amended Articles of
        Incorporation request that the Directors of the Company, within twenty-one
        days,
        convene a general meeting of the shareholders of the Company to address the
        validity of and rationale for the changes to the form and governance of the
        Company that took place at the meeting of the Directors on May 9, 2008, and
        if
        the shareholders so choose, to elect a new slate of Directors.

      


      
        	
                Authorized
                  Signature(s):

              	
                        
                  

              	        

	 	
                Name

              	
                Date

              
	 	 	 
	 	
                          
                  

              	                
                
	 	
                Name

              	
                Date

              


      

       

    

    
      
         

      

      
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