Unassociated Document


    INVESTMENT
MANAGEMENT TRUST AGREEMENT

     

    This
INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made
as of [●], 2011 by and between China VantagePoint Acquisition Company, its
principal place of business at 465 Brickell Avenue, #617, Miami, FL 33131, (the
“Company”) and
Continental Stock Transfer & Trust Company located at 17 Battery Place, New
York, New York 10004 (the “Trustee”).

     

    WHEREAS,
the Company’s Registration Statement on Form S−1, No. 333-170006 (the “Registration
Statement”), relating to the Company’s initial public offering of
securities (“IPO”) has been
declared effective as of the date hereof by the Securities and Exchange
Commission (the “Effective
Date”);

     

    WHEREAS,
EarlyBirdCapital, Inc. is acting as the underwriter (the “Underwriter”) in the
IPO;

     

    WHEREAS,
the Company will complete a private placement of an aggregate of 1,500,000
warrants at a price of $0.35 per warrant (the “Insider Placement”)
simultaneously with the completion of the IPO; and

     

    WHEREAS,
the Company will complete a private place of an aggregate amount of $400,000 of
warrants (together with the Insider Placement, the “Private Placement”) on the
91st
day after the effective date of the Registration Statement, or the next business
day thereafter;

    


    WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s
Amended and Restated Memorandum and Articles of Association, an aggregate amount
of $15,000,000 of the net proceeds of the IPO and the Private Placement
($17,171,250 if the Underwriter’s 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 $0.001, issued in the IPO.  The amount to be delivered to the
Trustee will be referred to herein as the “Property,” and the
parties for whose benefit the Trustee shall hold the Property will be referred
to together with the Company as the “Beneficiaries”;
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, in consideration of the premises herein contained and other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree as follows:

     

    1.      Agreement
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 segregated trust accounts (the “Trust Account”)
established by the Trustee at  J. P. Morgan Chase Bank N. A. and at a
brokerage institution selected by the Trustee that is satisfactory to 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 Rule 2a-7 promulgated under the Investment
Company Act of 1940;

     

    (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)    Promptly
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 and suitably indemnified by
the Company and/or the Underwriter to do so, in the sole and absolute discretion
of the Trustee;

     

    (h)    Render
to the Company, 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;

     

    (i)     Commence
liquidation of the Trust Account only after receipt of and only in accordance
with the terms of a letter (the “Termination Letter”),
in a form substantially similar to that attached hereto as either Exhibit A or
Exhibit B, signed on behalf of the Company by its Chief Executive Officer or
Chairman or other authorized officer, 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 (including the
“Instruction Letter” from the Company and the Underwriter with respect to the
transfer of the funds held in the Trust Account upon consummation of a Business
Combination); provided, however, that in the event that a Termination Letter has
not been received by the Trustee by the 18-month anniversary of the closing
(“Closing”) of the IPO (“First Date”), or the 24-month anniversary of the
Closing (“Last Date”) in the event that a 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 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, other than with regard to the shares issued prior to the IPO, on the
Last Date. ; and

     

    (j)     Distribute
the funds as directed in any Tax Disbursement Letter, Disbursement Letter or
Repurchase Notification Letter (each as defined in paragraph 3(c)
below).

     

    It is
agreed that the Trustee shall be entitled to reasonable compensation for acting
a paying agent under section (i), (j) and the Trustee is relieved of any
liability resulting from following the payment instructions of the
Company.

    

      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

    

    2.      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
Chief Executive Officer.  In addition, except with respect to its
duties under paragraph 1(i) 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)    Subject
to the provisions of Section 6(h) 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
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
3(a),  3(b) and 3(c) 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. 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).

     

    (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 tabulating
stockholder votes (which firm may be the Trustee) verifying the vote of the
Company’s stockholders regarding such Initial Business Combination;

     

    (e)    In
all cases, provide the Underwriter 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 the same;
and

     

    3.      Limited
Distribution of Income and Trust Account Property.

     

    (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 (a
“Tax Disbursement
Letter”), the Trustee shall distribute to the Company interest earned on
the Property in an amount necessary to cover any income tax obligation owed by
the Company;


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    (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 (a
“Disbursement
Letter”), the Trustee shall distribute to the Company interest earned on
the Property in an 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)  Pursuant
to the Company’s 10b5-1 Plan, upon written request from the Company, which may
be given from time to time commencing 61 days after the date hereof and ending
on the date immediately prior to (i) the date on which a vote is held to approve
a proposed Business Combination or (ii) the commencement of a tender offer in
connection with a proposed Business Combination, in a form substantially similar
to that attached as Exhibit E (a “Repurchase Notification
Letter”), the Trustee shall distribute to the Company the amount
necessary for it to purchase up to 1,250,000 subunits (or up to 1,437,500
subunits if the over-allotment option in the IPO is exercised in full (in either
case, such amount being referred to as the “Maximum Amount”)), at
prices (including commissions) not to exceed $5.70 per share (such price being
referred to as the “Maximum Price”). It
is agreed that the Trustee shall be entitled to reasonable compensation for
acting a tender agent and/or paying agent under this section and the Trustee is
relieved of any liability resulting from following the instruction of the
Company in connection therewith.; and

     

    (d) 
 The limited distributions referred to in paragraphs 3(a) and 3(b)
above shall be made only from interest and any other income collected on the
Property. Except as provided in paragraphs 3(a), 3(b) and 3(c) above, no
other distributions from the Trust Account shall be permitted except in
accordance with paragraph 1(i) hereof.

     

    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 3 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 written 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;


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (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, which may be issuer’s
counsel), 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;

     

    (h)    subject
to the requirements of paragraph 3 of this Agreement, pay any taxes on behalf of
the Trust Account to any governmental entity or taxing authority;

     

    (i)     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.

     

    (j)     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 or from
income earned on the Trust Account).

     

    (k)    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.

     

    (l)     verify
calculations, qualify or otherwise approve Company requests for distributions
pursuant to Sections 1(i), 1(j), 3(a), 3(b) or 3(c) 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 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 the United States
District Court for the Southern District of New York and upon such deposit, the
Trustee shall be immune from any liability; 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 2(b); or

     

    
      (c)    If, upon obtaining the prior consent of
EarlyBirdCapital, Inc., the Company may give written notice to the Trustee that
it desires to terminate this Agreement and appoint a successor
trustee.  At
such time that the Company notifies the Trustee that it desires to terminate
this Agreement and appoint a successor trustee, 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.  In addition,
it is understood and agreed that applicable termination fees at the Trustee’s
prevailing rates and all expenses incurred by the Trustee in connection with
this transaction shall be payable and reimbursable to the Trustee, and the
Company shall pay the Trustee said amounts upon demand.  It being expressly
understood that the Property shall not be used to pay such
fees.

    

     

    6.      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 confidential 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. Except for any liability arising out
of the Trustee’s gross negligence, fraud or willful misconduct, the
Trustee shall not be liable for any loss, liability or expense resulting from
any error in the information or
transmission of the funds. 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 conflict
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.

     

    (b)    This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof.  Except for Sections 1(i),
1(j), 3(a), 3(b) and 3(c), 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 the Underwriter, which 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.  The Trustee may require from Company counsel an opinion as to
the propriety of any proposed amendment.

     

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

     

    (d)    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, 8th
Floor

    New York,
NY 10004

    Attention:
Accounting Department

    
      Fax No.:
[212 616 7620

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    if to the
Company, to:

     

    China
VantagePoint Acquisition Company

    465
Brickell Avenue, #617

    Miami, FL
33131

    Fax No.:
[  •  ]

    Attn: Wei
Li, Chief Executive Officer

    


    in either
case with a copy to:

     

    EarlyBirdCapital,
Inc.

    275
Madison Avenue, 27th
Floor

    New York,
NY 10016

    Fax No:
[  •  ]

    Attn:
Steven Levine

    


    and

    


    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Fax No.: (212) 407-4990

    Attn: Mitchell S. Nussbaum,
Esq.


    


    and

    


    Graubard Miller

    The Chrysler Buidling

    405 Lexington Avenue, 19th
Floor

    New York,
NY 10174

    Fax No.:
(212) 818-8000

    Attn: David Alan Miller,
Esq.

    


    (e)     This
Agreement may not be assigned by the Trustee without the prior written consent
of the Company and the Underwriter.

     

    (f)    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.

     

    (g)    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, and 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
the Trustee has a claim against the Company under this Agreement, including,
without limitation, under paragraph 2(b), the Trustee will pursue such
claim solely against the Company and not against the Property held in the Trust
Account.

     

    [Signature Page
Follows]


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


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

     

    [________________________________]

    


    
      
        	
                By:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    CHINA
VANTAGEPOINT ACQUISITION COMPANY 

     

    
      
        	
                By:

              	
                   

              
	 
      	
                Name:
      Wei Li

              
	 
      	
                Title:
      Chief Executive Officer

              


      

       

      
        (Signature
Page)

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
A

     

    [LETTERHEAD
OF COMPANY]

     

    [date]

     

    [Transfer
Agent]

    [Address]


     

    Re: Trust Account No. [●]
Termination Letter

     

    Gentlemen:

     

    Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between China
VantagePoint Acquisition Company (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as
of [●], 2011 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement (the “Business Agreement”)
with [●] (the “Target
Business”) to consummate a business combination with the Target Business
(the “Business
Combination”) on or about [●].  The Company shall notify you at
least 48 hours in advance of the actual date of the consummation of the Business
Combination (the “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 and (ii) the
Company shall deliver to you [(a) [an affidavit] [a certificate] of _________,
which verifies the vote of the Company’s shareholders in connection with the
Business Combination and (b)]1 joint written
instructions from the Company and EarlyBirdCapital, Inc., the underwriter of the
Company’s initial public offering, with respect to the transfer of the funds
held in the Trust Account (the “Instruction
Letter”).  You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of written
notice from counsel 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 and the
Underwriter shall jointly direct you as to whether such funds should remain in
the Trust Account and be distributed after the Consummation Date to the Company
or be distributed immediately and the penalty incurred.  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 written instruction from the Company, the funds held in the Trust
Account shall be reinvested as soon as reasonably practical as provided in the
Trust Agreement, but in no event later than ___ business days following the
Consummation Date set forth in the notice.

    
       

      
        


    

    
      
        1 Include
only if there is a shareholder vote.

      

    


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

     

    Very
truly yours,

     

    CHINA
VANTAGEPOINT ACQUISITION COMPANY

     

    
      
        	
                By:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    


    Affirmed:

    


    
      
        
          	
                  By:

                	
                     

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    cc:     EarlyBirdCapital,
Inc.



    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    Exhibit
B

     

    [LETTERHEAD
OF COMPANY]

     

    [date]

     

    [Trustee]

    [Address]

     

    Re: Trust Account No. [●]
Termination Letter

     

    Gentlemen:

     

    Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between China
VantagePoint Acquisition Company (the “Company”) and
[_____________] (the “Trustee”), dated as
of [●], 2011 (the “Trust Agreement”),
this is to advise you that (i) the Company has been unable to effect a Business
Combination within the time frame specified in the Amended and Restated Articles
of Association of the Company, (ii) the Company’s existence expired in
accordance with the terms of its Amended and Restated Articles of Association on
[●]; and (iii) the Company is proceeding to dissolve and liquidate.

     

    Capitalized
terms used but not defined herein shall have the meanings given them in the
Trust Agreement.

     

    In
accordance with the terms of the Trust Agreement, we hereby authorize and
request that you commence liquidation of the Trust Account as part of the
Company’s plan of dissolution and distribution.  In connection with
this liquidation, you are hereby authorized to establish a record date for the
purposes of determining the stockholders of record entitled to receive their per
share portion of the Trust Account.  The record date shall be within
10 days of the liquidation date, or as soon thereafter as is
practicable.  Company has appointed [●] to serve as its designated
paying agent (the “Designated Paying
Agent”). 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.


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    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 be terminated and the
Trust Account closed.

     

    Very
truly yours,

     

    CHINA
VANTAGEPOINT ACQUISITION COMPANY


     

    
      
        	
                By:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    Affirmed:

    


    
      
        	
                By:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    cc:     EarlyBirdCapital,
Inc.


    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    


    Exhibit
C

     

    [LETTERHEAD
OF COMPANY]

     

    [date]

     

    [Trustee]

    [Address]


     

    Re: Trust Account No. [●] Tax
Disbursement Letter

     

    Gentlemen:

     

    Pursuant
to paragraph 3(a)(i) of the Investment Management Trust Agreement between China
VantagePoint Acquisition Company (the “Company”) and
[______________] (the “Trustee”) dated as of
[●] (the “Trust
Agreement”), this is to advise you that the Trust Account, as defined in
the Trust Agreement, has incurred a total of [●] in taxes (the “Tax Payments”) for
the period from [●], 200[●] to [●], 200[●] (the “Tax Period”) as a
result of interest and other income earned on the Property, as defined in the
Trust Agreement or other tax obligations of the Company, in each case during the
Tax Period.

     

    In
accordance with the terms of the Trust Agreement, we hereby authorize you to
distribute from the Trust Account interest income earned on  the
Property (as defined in the Trust Agreement) equal to the aggregate Tax Payments
on such dates, in such amounts and to such payees as indicated on the Schedule
of Tax Payments attached hereto as Schedule 1.  All checks should be
delivered to the Company at [address].

     

    Very
truly yours,

     

    CHINA
VANTAGEPOINT ACQUISITION COMPANY

     

    
      
        	
                By:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    Authorized
Counsel Signatory:

     

    
      
        	
                By:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    cc:     EarlyBirdCapital,
Inc.


    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


    Schedule
1

     

    Schedule
of Tax Payments

    
 

    Payment
Date:  [●]

    Amount:  [●]

    Payee:  [●]


    


    Payment
Date: [●]

    Amount:  [●]

    Payee:  [●]

     

    Payment
Date:  [●]

    Amount:  [●]

    Payee:  [●]


    
      
         


      

      
        C-2

        
          

        

      

      
         


      

    


    Exhibit
D

     

    [LETTERHEAD
OF COMPANY]

     

    [date]

     

    [Trustee]

    [Address]

     

    Re: Trust Account No. [●]
Disbursement Letter

     

    Gentlemen:

     

    Pursuant
to paragraph 3(b) of the Investment Management Trust Agreement between
China VantagePoint Acquisition Company (the “Company”) and
[_____________________] dated as of [●] (the “Trust Agreement”), we
hereby authorize you to disburse from the Trust Account interest income earned
on the Property, as defined in the Trust Agreement, equal to $[●], to [●] via
wire transfer on [●], 200[●].  The Company needs such funds to cover
its expenses relating to investigating and selecting a target business and other
working capital requirements.


     

    Very
truly yours,

     

    CHINA
VANTAGEPOINT ACQUISITION COMPANY


     

    
      
        	
                By:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    Authorized
Counsel Signatory:

     

    
      
        	
                By:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    cc:     EarlyBirdCapital,
Inc.


    
      
         


      

      
        E-1

        
          

        

      

      
         


      

    


    


    Exhibit
E

    [LETTERHEAD
OF COMPANY]

     

    [date]

     

    [Trustee]

    [Address]

     

    Re: Trust Account No. [●]
Purchases of Subunits

     

    Gentlemen:

     

    Pursuant
to paragraph 3(c) of the Investment Management Trust Agreement between
China VantagePoint Acquisition Company (the “Company”) and
[_________] dated as of [●] (the “Trust Agreement”),
pursuant to the instructions attached hereto as Schedule A, you are instructed
to distribute funds held in the Trust Account to those shareholders listed on
Schedule A, from whom the Company has made purchases of Subunits at a price of
$___ per Subunit, including commissions (the “Purchase Price”)
pursuant to the Company’s 10b5-1 Plan.  The Purchase Price is equal to
or below the Maximum Price (as defined in the Trust
Agreement).  Additionally, the Subunits, together with any Subunits
previously purchased by the Company pursuant to paragraph 3(c) of the Trust
Agreement, do not exceed the Maximum Amount (as defined in the Trust
Agreement).


    


    CHINA
VANTAGEPOINT ACQUISITION COMPANY


     

    
      
        	
                By:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    Authorized
Counsel Signatory:

     

    
      
        	
                By:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    


    cc:     EarlyBirdCapital,
Inc.


    
      
         


      

      
        E-2

        
          

        

      

      
         


      

    


    SCHEDULE
A TO INVESTMENT MANAGEMENT TRUST AGREEMENT: SCHEDULE OF FEES

    


    Schedule
of fees pursuant to Section 3(c) of Investment Management Trust Agreement
between
China VantagePoint Acquisition Company

     

     and

    Continental
Stock Transfer & Trust Company

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Fee Item

                                  	 
      	
                                    Time and method of payment 

                                  	 
      	
                                    Amount

                                  
	 	 	 	 	 
	
                                    Initial
      acceptance fee, legal review, establishment of bank and investment
      accounts

                                  	 
      	
                                    Initial
      closing of IPO by wire transfer

                                  	 
      	
                                    $3,000

                                  
	 	 	 	 	 
	
                                    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

                                  	 
      	
                                    $10,000

                                  
	 	 	 	 	 
	
                                    Transaction
      processing fee for disbursements to Company under Sections 3(a), 3(b) and
      Schedule 1

                                  	 
      	
                                    Deduction
      by Trustee from disbursement made to Company under Section 3(a), 3(b) and
      Schedule 1

                                  	 
      	
                                    $250

                                  
	 	 	 	 	 
	
                                     Paying
      Agent services as required service pursuant to section 1(i) and
      3(c)

                                  	
                                      

                                  	
                                    Billed
      to Compoany upon delivery of service pursuant to section 1(i) and
      3(c)

                                  	
                                      

                                  	
                                    Prevailing
      rates

                                  


                          

                        

                      

                    

                  
 

              

            

          

        

      

    

    
      
        
          
            	 
      	
                    Agreed:

                  
	
                    Dated:  _________,
      2007

                  	 
      
	 
      	
                       

                  
	 
      	 
      
	 
      	
                    By:

                  	
                       

                  
	 
      	 	
                    Authorized
      Officer

                  
	 
      	 
      
	 
      	
                    Continental
      Stock Transfer & Trust Co.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                        


                  
	 
      	 	
                    Authorized
      Officer

                  


          

        

      

    

     

    
      
         


      

      
        E-3