Exhibit
      10.6

     

    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of ___________, 2008 by and between New Asia Partners
      China
      Corporation (the “Company”) and Continental Stock Transfer & Trust Company
      (“Trustee”).

     

    WHEREAS,
      the Company’s registration statement on Form S-1, No. 333-147741 (“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,
      Maxim Group LLC (“Maxim”) acting as the representatives of the underwriters in
      the IPO; and

     

    WHEREAS,
      as described in the Registration Statement, and in accordance with the Company’s
      Amended and Restated Certificate of Incorporation, $12,005,500 of the net
      proceeds of the IPO and sale of the Insider Warrants (or $13,805,750 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 common stock, par value $.0001 per
      share, issued in the IPO as hereinafter provided (the amount to be delivered
      to
      the Trustee will be referred to herein as the “Property”, the stockholders for
      whose benefit the Trustee shall hold the Property will be referred to as the
      “Public Stockholders,” and the Public Stockholders and the Company will be
      referred to together as the “Beneficiaries”); and

     

    WHEREAS,
      pursuant to the Underwriting Agreement between the Company and Maxim, on behalf
      of the underwriters, a portion of the Property equal to $245,000 (or the amount
      specified in a notice pursuant to paragraph 3(f) hereof) is attributable to
      deferred underwriting commissions that will become payable by the Company to
      Maxim upon the consummation of an Initial Business Combination (as defined
      in
      the Registration Statement) (the “Deferred Discount”); 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;

     

    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 in a segregated trust account (“Trust Account”)
      established by the Trustee;

     

    (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 and Maxim of all communications received by it
      with respect to any Property requiring action by the Company;

     

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

     

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

     

    (h)
         Render to the Company, Maxim and to such other person as the
      Company may instruct, monthly written statements of the activities of and
      amounts in the Trust Account reflecting all receipts and disbursements of the
      Trust Account; and

     

    (i)
         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 Corporate
      Secretary or other authorized officer of the Company, 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 close of business on the
      “business day” that is the 30-month anniversary of the effective date of the
      Registration Statement (the “Last Date”), the Trust Account shall be liquidated
      in accordance with the procedures set forth in the Termination Letter attached
      as Exhibit B hereto and distributed to the stockholders of record on the Last
      Date. The provisions of this Section 1(i) may not be modified, amended or
      deleted under any circumstances.

     

    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 by means of a bank wire transfer,
      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 the amount remaining in the Trust
      Account after such withdrawal is at least an amount equal to $6.86 per share
      multiplied by the number of shares of the Company’s common stock sold in the
      IPO; and


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    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 President or other authorized officer.
      In addition, except with respect to its duties under paragraphs 1(i) and 2(a)
      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;

     

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

     

    (c)
         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;


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    (d)
         Pay the Trustee an initial acceptance fee, an annual fee and a
      transaction processing fee for each disbursement made pursuant to Section 2
      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 unless and until it is distributed to the
      Company pursuant to Section 2. The Company shall pay the Trustee the initial
      acceptance fee and first year’s fee at the consummation of the IPO and
      thereafter on the anniversary of the Effective Date. The Trustee shall refund
      to
      the Company the annual fee (on a pro rata basis) with respect to any period
      after the liquidation of the Trust Fund. The Company shall not be responsible
      for any other fees or charges of the Trustee except as set forth in this Section
      3(c) and as may be provided in Section 3(b) hereof (it being expressly
      understood that the Property shall not be used to make any payments to the
      Trustee under such Sections, except to the extent it is distributed to the
      Company pursuant to Section 2);

     

    (e)
         In connection with any vote of the Company’s stockholders regarding
      a Business Combination or an Extension Period (as described in the Registration
      Statement), provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and/or tabulating
      stockholder votes verifying the vote of the Company’s stockholders regarding
      such Business Combination; and

     

    (f)
          Within five business days after Maxim’s over-allotment option
      (or any unexercised portion thereof) expires or is exercised in full, provide
      the Trustee with a notice in writing (with a copy to Maxim) of the total amount
      of the Deferred Discount, which shall in no event be less than $245,000. A
      business day shall be any day that is not a Saturday, Sunday or other day on
      which banks are required or authorized by law to be closed in the City of New
      York.

     

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

     

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

     

    (b)
         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;

     

    (c)
         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;

     

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

     

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

     

    (f)
         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;


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (g)
         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;

     

    (h)
         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

     

    (i)
         File information returns with the United States Internal Revenue
      Service and payee statements with the Company, documenting the taxes payable
      by
      the Company, if any, relating to interest earned on the Property. Prepare,
      execute and file tax reports, income or other tax returns and pay any taxes
      with
      respect to income and activities relating to the Trust Account, regardless
      of
      whether such tax is payable by the Trust Account or the Company (including
      but
      not limited to income tax obligations), it being expressly understood that
      as
      set forth in Section 2(a), if there is any income or other tax obligation
      relating to the Trust Account or the Property in the Trust Account, as
      determined from time to time by the Company and regardless of whether such
      tax
      is payable by the Company or the Trust, at the written instruction of the
      Company, the Trustee shall make funds available in cash from the Property in
      the
      Trust Account an amount specified by the Company as owing to the applicable
      taxing authority, which amount shall be paid directly to the Company by
      electronic funds transfer, account debit or other method of payment, and the
      Company shall forward such payment to the taxing authority;

     

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

     

    5.
         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. 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


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (b)
         At such time that the Trustee has completed the liquidation of the
      Trust Account in accordance with the provisions of paragraph 1(i) 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).

     

    6.
         Miscellaneous.

     

    (a)
         The Company and the Trustee each acknowledge that the Trustee will
      rely upon account numbers or other identifying numbers of a beneficiary,
      beneficiary’s bank or intermediary bank, rather than names. The Trustee shall
      not be liable for any loss, liability or expense resulting from any error in
      an
      account number or other identifying number, provided it has accurately
      transmitted the numbers provided.

     

    (b)
         This Agreement shall be governed by and construed and enforced in
      accordance with the laws of the State of New York, without giving effect to
      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(i) (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 Maxim. 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

              Fax
                No.: (212) 509-5150

            


    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    


    
      	
              if
                to the Company, to:

            	
              New
                Asia Partners China Corporation

              1401-02
                China Insurance Building

              166
                Lu Jia Zui Dong Lu

              Pudong,
                Shanghai, 200120, China

              Attn:
                Chief Executive Officer

              Fax
                No.: 8621-5879-8153

            
	
               

            	
               

            
	
              in
                either case with a copy to:

            	
              Maxim
                Group LLC

              405
                Lexington Avenue

              New
                York, New York 10174

              Attn:
                [____]

              Fax
                No.: [_____]

            


    

     

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

     

    (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.

     

    (h)
         Each of the Company and the Trustee hereby acknowledge that Maxim
      is the third party beneficiarie of this Agreement.

     

    [SIGNATURES
      ON FOLLOWING PAGE]


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    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:
                

            
	
               

            	
               

            
	
              NEW
                ASIA PARTNERS CHINA CORPORATION

            
	
               

            	
               

            
	
              By:

            	
                

            
	
               

            	
              Name:

            
	
               

            	
              Title:

            


    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    
      	
              Fee
                Item

            	 	
              Time
                and method of payment

            	 	
              Amount

            	 
	
               

            	 	
               

            	 	
               

            	 
	
              Initial
                acceptance fee

            	 	 	
              Initial
                closing of IPO by wire transfer

            	 	
              $

            	
              [_____

            	
              ]

            
	
               

            	 	 	
            	 	 	
            	 
	
              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

            	 	
              $

            	
              [_____

            	
              ]

            
	
               

            	 	 	
            	 	 	
            	 
	
              Transaction
                processing fee for disbursements to Company under Section
                2

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

            	 	
              $

            	
              [_____

            	
              ]

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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(i) of the Investment Management Trust Agreement between New
      Asia
      Partners China Corporation (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of ____________, 2008 (“Trust Agreement”),
      this is to advise you that the Company has entered into an agreement (“Business
      Agreement”) with ________________ (“Target Business”) to consummate a business
      combination with Target Business (“Business Combination”) on or about [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 the Business Combination has been consummated (“Counsel’s
      Letter”) (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
      other than the Deferred Discount (“Instruction Letter”) and (iii) Maxim shall
      deliver to you written instructions for delivery of the Deferred Discount.
      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, (a) to Maxim in an amount equal to the Deferred Discount
      as
      so directed by them, and (b) the remainder 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 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 and the
      Trust Account closed.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 the Trustee’s
      receipt of a written request 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 original Consummation Date as set forth in the
      notice.

    


    
      	
              Very
                truly yours,

            
	
                 

            
	
              NEW
                ASIA PARTNERS CHINA CORPORATION

            
	
               

            	
               

            
	
              By:

            	
               

            
	
               

            	
              Name:

            
	
               

            	
              Title:

            


    

     

    cc:
        Maxim Group LLC


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    [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(i) of the Investment Management Trust Agreement between New
      Asia
      Partners China Corporation (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of ______________, 2008 (“Trust Agreement”),
      this is to advise you that the Company has been unable to effect a Business
      Combination with a Target Company within the time frame specified in the
      Company’s Certificate of Incorporation, 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. The
      Company has appointed [__________________] to serve as its Designated Paying
      Agent; accordingly, you will notify the Company and the “Designated Paying
      Agent” in writing as to when all of the funds in the Trust Account will be
      available for immediate transfer (the “Transfer Date”). The Designated Paying
      Agent shall thereafter notify you as to the account or accounts of the
      Designated Paying Agent that the funds in the Trust Account should be
      transferred to on the Transfer Date so that the Designated Paying Agent may
      commence distribution of such funds in accordance with the Company’s
      instructions. You shall have no obligation to oversee the Designated Paying
      Agent’s distribution of the funds. Upon the payment to the Designated Paying
      Agent of all the funds in the Trust Account, the Trust Agreement shall terminate
      in accordance with the terms thereof.

    


    
      	
               

            	
              Very
                truly yours,

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
              NEW
                ASIA PARTNERS CHINA CORPORATION

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
               

            	
               

            
	
               

            	
               

            	
              Name:

            	
               

            
	
               

            	
               

            	
              Title:

            	
               

            


    

     

    cc:
        Maxim Group LLC


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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 New
      Asia
      Partners China Corporation (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of ______________, 2008 (“Trust Agreement”),
      the Company hereby requests that you deliver to the Company $____________ of
      the
      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(a),
      if
      any, the maximum amount set forth in paragraph 2(a). The Company needs such
      funds to pay 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,

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
              NEW
                ASIA PARTNERS CHINA CORPORATION

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
               

            	
               

            
	
               

            	
               

            	
              Name:

            	
               

            
	
               

            	
               

            	
              Title:

            	
               

            


    

     

    cc:
        Maxim Group LLC


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    
      	
              AUTHORIZED
                INDIVIDUAL(S) FOR

              TELEPHONE
                CALL BACK

            	
               

            	
              AUTHORIZED

              TELEPHONE

               NUMBER(S)

            
	
              Company:

            	
               

            	
               

            
	
              New
                Asia Partners China Corporation

              1401-02
                China Insurance Building

              166
                Lu Jia Zui Dong Lu

              Pudong,
                Shanghai, 200120, China

              Attn :
                Chief Executive Officer

            	
               

            	
              (86-21)
                5879-8152

            
	
              Trustee:

            	
               

            	
               

            
	
              Continental
                Stock Transfer & Trust Company

              17
                Battery Place

              New
                York, New York 10004

              Attn:
                [_____]

            	
               

            	
              (212)
                845-3270