Unassociated Document


    Exhibit
      10.1

    
 

     

    ________,
      2008

    Hambrecht
      Asia Acquisition Corp.

    13/F
      Tower 2

    New
      World
      Tower

    18
      Queens
      Road Central

    Hong
      Kong

     

    Broadband
      Capital Management, Inc.

    712
      Fifth
      Avenue

    New
      York,
      New York 10019

     

    Re:
      Initial Public Offering

     

    Gentlemen:

     

    The
      undersigned, a shareholder, officer and director of Hambrecht Asia Acquisition
      Corp. (the “Company”), in consideration of Broadband Capital Management,
      Inc.(“Broadband”) entering into a letter of intent, dated
      [          ], 2007 (“Letter of
      Intent”), to underwrite an initial public offering (“IPO”) of the securities of
      the Company and embarking on, undertaking and continuing to participate in
      the
      IPO process, hereby agrees as follows (certain capitalized terms used herein
      are
      defined in paragraph XII hereof):

     

    I.   
      (1)    
      In
      the
      event that the Company fails to consummate a Business Combination within 18,
      24
      or 36 months, as the case may be, from the effective date (the “Effective Date”)
      of the registration statement relating to the IPO, the undersigned shall, in
      accordance with all applicable requirements of the Cayman Islands laws, take
      all
      action reasonably within his power to dissolve the Company and distribute all
      funds held in the Trust Account to holders of the IPO Shares as soon as
      reasonably practicable including, without limitation, (i) causing the Company’s
      board of directors to convene and adopt a plan of dissolution and liquidation
      and (ii) voting, as a director (if applicable), in favor of adopting such plan
      of dissolution and liquidation.

     

     (2)  Except
      with respect to any of the IPO Shares acquired by the undersigned in connection
      with or following the IPO, the undersigned hereby (a) waives any and all right,
      title, interest or claim of any kind (a “Claim”) in or to all funds in the Trust
      Account and any remaining net assets of the Company upon liquidation of the
      Trust Account and dissolution of the Company, (b) waives any Claim the
      undersigned may have in the future as a result of, or arising out of, any
      contracts or agreements with the Company and (c) agrees that the undersigned
      will not seek recourse against the Trust Account for any reason
      whatsoever.

     

     (3)  The
      undersigned agrees to indemnify and hold harmless the Company against any and
      all loss, liability, claims, damage and expense whatsoever (including, but
      not
      limited to, any and all legal or other expenses reasonably incurred in
      investigating, preparing or defending against any litigation, whether pending
      or
      threatened, or any claim whatsoever) to which the Company may become subject
      as
      a result of any claim by any vendor, prospective or actual target business,
      creditor or other entity that is owed money by the Company for services rendered
      or products sold to the Company or the claims of any prospective or actual
      target businesses, subject to the following limitations: (i) such
      indemnification will only be made insofar as the Company did not obtain a
      validly enforceable waiver from such party of such party’s rights or claims to
      the Trust Account, (ii) such indemnification will be made only to the extent
      necessary to ensure that such loss, liability, claim, damage or expense does
      not
      reduce the amount in the Trust Account below the amount necessary in order
      for
      each holder of IPO Shares to receive a liquidation amount of at least $7.60
      per
      IPO Share owned by such holder, and (iii) such indemnity shall be limited to
      the
      extent of the undersigned’s pro rata beneficial ownership of the Company
      immediately prior to the IPO.

     

    II.  In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees: (A) not to become an officer or director
      of any blank check company which may acquire a business in the People’s Republic
      of China until the earlier of the announcement of a Business Combination or
      the
      Company’s dissolution and liquidation and (B) to present to the Company for its
      consideration, prior to presentation to any other person or entity, any suitable
      opportunity to acquire an operating business until the earlier of: (i) the
      consummation by the Company of a Business Combination, (ii) the dissolution
      of
      the Company or (iii) such time as the undersigned ceases to be a director of
      the
      Company, subject to any pre-existing fiduciary and contractual obligations
      the
      undersigned might have. Such pre-existing fiduciary or contractual obligations
      are described more fully in Exhibit A hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    III.  The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination with a company affiliated with any of the Insiders or
      their
      respective affiliates or a company that is either a portfolio company of, or
      has
      otherwise received a financial investment from, our founders or their
      affiliates. In addition, the undersigned acknowledges and agrees that the
      Company will not enter into a Business Combination with any underwriters or
      selling group members or any of their affiliates, unless the Company obtains
      an
      opinion from an unaffiliated, independent investment banking firm which is
      a
      member of the National Association of Securities Dealers, Inc. that a Business
      Combination with such target business is fair to the Company’s shareholders from
      a financial point of view. 

     

    IV.  
(1)    
      Neither
      the undersigned, any member of the Immediate Family of the undersigned, nor
      any
      affiliate of the undersigned (“Affiliate”) will be entitled to receive, and no
      such person will accept, any compensation for services rendered to the Company
      prior to, or in connection with, the consummation of a Business Combination;
      provided, however, that the undersigned shall be entitled to reimbursement
      from
      the Company for his out-of-pocket expenses incurred in connection with seeking
      and consummating a Business Combination.

     

    V.  Neither
      the undersigned, any member of the Immediate Family of the undersigned, nor
      any
      Affiliate of the undersigned will be entitled to receive or accept a finder’s
      fee or any other compensation in the event the undersigned, any member of the
      Immediate Family of the undersigned or any Affiliate originates a Business
      Combination.

     

    VI.  
(1)    
      The
      undersigned agrees to be the Chief Executive Officer, President and a director
      of the Company until the earlier of the consummation of a Business Combination
      or the dissolution and liquidation of the Company. The undersigned agrees not
      to
      resign (or advise the board of directors that the undersigned declines to seek
      re-election to the board of directors) from his position as officer and director
      of the Company as set forth in the Registration Statement without the prior
      consent of Broadband until the earlier of the consummation by the Company of
      a
      Business Combination or dissolution of the Company and liquidation of the Trust
      Account. The undersigned acknowledges that the foregoing does not interfere
      with
      or limit in any way the right of the Company to terminate the undersigned’s
      positions at any time (subject to other contractual rights the undersigned
      may
      have) nor confer upon the undersigned any right to continue in his positions
      with the Company.

     

     (2)  The
      undersigned’s biographical information furnished to the Company and Broadband
      and attached hereto as Exhibit B is true and accurate in all respects, does
      not
      omit any material information with respect to the undersigned’s background and
      contains all of the information required to be disclosed pursuant to Item 401
      of
      Regulation S-K, promulgated under the Securities Act of 1933, as amended. The
      undersigned’s Questionnaire previously furnished to the Company and Broadband is
      true and accurate in all respects as of the date first written
      above.

     

    (3)  The
      undersigned represents and warrants that:

     

    (a) 
he
      is not
      subject to or a respondent in any legal action for any injunction relating
      to,
      or any cease and desist order or order or stipulation to desist or refrain
      from
      any act or practice relating to the offering to the offering of securities
      in
      any jurisdiction;

     

    (b)  
No
      petition under the Federal bankruptcy laws or any state insolvency law has
      been
      filed by or against, or a receiver, fiscal agent or similar officer was
      appointed by a court for the business or property of the undersigned, or any
      partnership in which the undersigned was or is a general partner at or within
      two years prior to the date hereof, or any corporation or business association
      of which the undersigned was an executive officer at or within two years prior
      to the date hereof;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                                 
      (c)  
He
      has
      never been convicted of or plead guilty to any crime (i) involving any fraud
      or
      (ii) relating to any financial transaction or handling of funds of another
      person, or (iii) pertaining to any dealings in any securities, and he has not
      plead guilty to or been convicted in any criminal proceeding nor is the
      undersigned currently a named subject of a pending criminal proceeding
      (excluding traffic violations and other minor offenses);

     

                                
      (d)  
The
      undersigned has not been the subject of any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining the undersigned from, or
      otherwise limiting, the following activities:

                              
      

                                
      (e)  
Acting
      as
      a futures commission merchant, introducing broker, commodity trading advisor,
      commodity pool operator, floor broker, leverage transaction merchant, any other
      person regulated by the Commodity Futures Trading Commission, or an associated
      person of any of the foregoing, or as an investment adviser, underwriter, broker
      or dealer in securities, or as an affiliated person, director or employee of
      any
      investment company, bank, savings and loan association or insurance company,
      or
      engaging in or continuing any conduct or practice in connection with such
      activity;

     
      

                                
      (f)  
Engaging
      in any type of business practice; or

     

                               
      (g)  
Engaging
      in any activity in connection with the purchase or sale of any security or
      commodity or in connection with any violation of Federal or State securities
      laws or Federal commodities laws;

     

    VII.  The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement and to serve as Chief Executive
      Officer, President and a director of the board of directors of the
      Company.

     

    VIII.  The
      undersigned acknowledges and understands that Broadband and the Company will
      rely upon the agreements, representations and warranties set forth herein in
      proceeding with the IPO.

     

    IX.  The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Broadband and the Company and their respective
      legal representatives or agents (including any investigative search firm
      retained by Broadband or the Company) any information they may have about the
      undersigned’s background and finances (the “Information”). Neither Broadband nor
      the Company nor their respective agents shall be violating the undersigned’s
      right of privacy in any manner in requesting and obtaining the Information
      and
      the undersigned hereby releases them from liability for any damage whatsoever
      in
      that connection.

     

    X.  In
      connection with the vote required to consummate a Business Combination, the
      undersigned agrees that he will vote all Ordinary Shares owned by him prior
      to
      the IPO (the “Insider Shares”), if any, in accordance with the majority of the
      votes cast by the holders of the IPO Shares, and all Ordinary Shares acquired
      in
      or following the IPO in favor of a Business Combination.

     

    XI.  The
      undersigned will escrow his Insider Shares for the period commencing on the
      Effective Date and ending one year after the consummation of a Business
      Combination, subject to the terms of a Share Escrow Agreement which the Company
      will enter into with the undersigned and an escrow agent acceptable to the
      Company.

     

    XII.  This
      letter 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. The undersigned hereby (i) agrees that any action,
      proceeding or claim against him arising out of or relating in any way to this
      letter agreement (a “Proceeding”) shall be brought and enforced in the federal
      courts of the United States of America for the Southern District of New York,
      and irrevocably submits to the jurisdiction of such courts, which jurisdiction
      shall be exclusive, (ii) waives any objection to the exclusive jurisdiction
      of
      such courts and any objection that such courts represent an inconvenient forum
      and (iii) irrevocably agrees to appoint _________ as agent for the service
      of
      process in the State of New York to receive, for the undersigned and on his
      behalf, service of process in any Proceeding. If for any reason such agent
      is
      unable to act as such, the undersigned will promptly notify the Company and
      Broadband and appoint a substitute agent acceptable to each of the Company
      and
      Broadband within 30 days and nothing in this letter will affect the right of
      either party to serve process in any other manner permitted by law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    XIII.  As
      used
      herein, (i) a “Business Combination” shall mean an acquisition by the Company,
      by merger, stock exchange, asset acquisition, reorganization or similar business
      combination, or control through contractual arrangements, of an operating
      business or businesses in the People’s Republic of China; (ii) “Ordinary Share”
shall mean the ordinary share, par value $0.001 per share, of the Company;
      (iii)
“Immediate Family” shall mean, with respect to any person, such person’s spouse,
      children, parents and siblings (including any such relative by adoption or
      marriage); (iv) “Insiders” shall mean all officers, directors and shareholders
      of the Company immediately prior to the IPO; (v) “Insider Shares” shall mean all
      of the Ordinary Shares owned by an Insider prior to the IPO; (vi) “IPO Shares”
shall mean the Ordinary Shares issued in the Company’s IPO; and (vii) “Trust
      Account” shall mean the trust account in which most of the proceeds to the
      Company of the IPO will be deposited and held for the benefit of the holders
      of
      the IPO shares, as described in greater detail in the prospectus relating to
      the
      IPO.

     

    XIV.  This
      letter agreement shall supersede any other letter agreement signed by the
      undersigned with respect to the subject matter hereof.

    


     

     

    
      	  	
              _________________________________

              John Wang

            


    

     

     

     

    



    
       

      
        
        

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      A

     

    [PROVIDE
      LIST OF PRIOR FIDUCIARY/CONTRACTUAL OBLIGATIONS]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      B

    [ATTACH
      UPDATED BIOS FOR EACH]

     

     

    John
      Wang
      has been
      our Chief Executive Officer, President and a director since [•], 2007. Mr. Wang
      has over twelve years of investment banking and consulting experience. He helped
      develop and establish the U.S. operations of SBI USA as Executive Vice President
      of SBI E2-Capital (HK) Limited and was a Managing Director and Chief Operating
      Officer of SBI E2-Capital (USA) Ltd. Prior to SBI, he managed Accenture
      Consulting’s Greater China communications, media, and high tech strategy
      practice, where he acted as consultant to China Mobile’s IPO in 1997, among
      other high profile projects. He was also the lead telecom analyst covering
      Greater China and Southeast Asia for Pyramid Research, a Cambridge Massachusetts
      based emerging market telecom research firm that is part of the Economist
      Intelligence Unit. Mr. Wang is currently the Managing Director of Marbella
      Capital Partners, a financial advisory firm based in Shanghai which focuses
      on
      private equity investment opportunities in Chinese companies across all sectors.
      Last year, he closed four late-stage deals, of which one has already gone public
      in Hong Kong and another, Tian Wei Yingli Solar, completed its IPO and listing
      on the New York Stock Exchange on June 8, 2007. Mr. Wang currently sits on
      the
      Board of Hong Kong Stock Exchange listed Wuyi Pharma (HKSE: 1889) and Tongda
      Energy, a Shanghai-based privately held natural gas company with operations
      in
      11 cities across China. Mr. Wang holds a Bachelor of Arts degree in
      international relations from Tufts University and is a graduate of the
      Washington International Studies Program at St. Catherine’s College at Oxford
      University. He has an M.A.L.D. in international law and business from The
      Fletcher School of Law and Diplomacy and is a graduate of the Private Equity
      course at Harvard Business School.