Unassociated Document


    
      EXHIBIT
        10.6

      


      INVESTMENT
        MANAGEMENT TRUST AGREEMENT

       

      This
        Agreement is made as of _____________, 2007 by and between China Fortune
        Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
        Company (“Trustee”).

      


      WHEREAS,
        the Company’s registration statement on Form F-1, No. 333-137797
        (“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,
        EarlyBirdCapital, Inc. (“EBC”) is acting as the representative of the
        underwriters in the IPO; and

      


      WHEREAS,
        as described in the Registra-tion Statement, and in accordance with the
        Company’s Memorandum and Articles of Association, $61,760,000 of the gross
        proceeds of the IPO and sale of the Insider Units (as defined in the
        Registration Statement) ($71,072,000 if the underwriters over-allotment option
        is exercised in full) will be delivered to the Trustee to be deposited and
        held
        in a trust account for the benefit of the Company and the holders of the
        Company’s common stock, par value $.0001 per share, issued in the IPO as
        hereinafter provided and in the event the Units are registered in Colorado,
        pursuant to Section 11-51-302(6) of the Colorado Revised Statutes. A copy
        of the
        Colorado Statute is attached hereto and made a part hereof (the amount to
        be
        delivered to the Trustee will be referred to herein as the “Property”; the
        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,
        the Company and the Trustee desire to enter into this Agreement to set forth
        the
        terms and con-di-tions 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, including the terms of Section 11-51-302(6) of the Colorado Statute,
        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 of all communications received by it with respect to any Property
        requiring action by the Company;

      


      (f) Supply
        any necessary information or docu-ments as may be requested by the Company
        in
        connection with the Com-pany’s preparation of its returns;

      


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

      


      (h) Render
        to
        the Company and to EBC, 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 President or
        Chairman of the Board and Secre-tary or Assistant Secretary and affirmed
        by
        counsel for 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
        24-month anniversary of the consummation of the IPO (“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. In all cases, the Trustee shall
        provide
        EBC with a copy of any Termination Letters and/or any other correspondence
        that
        it receives with respect to any proposed withdrawal from the Trust Account
        promptly after it receives same. The provisions of this Section 1(i) may
        not be
        modified, amended or deleted under any circumstances.

      


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

      


      (a) Give
        all
        instructions to the Trustee here-under in writing, signed by the Company’s
        Chairman of the Board or President. In addi-tion, 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;


      
        
          
          

        

        
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      (b) Hold
        the
        Trustee harmless and indemnify the Trustee from and against, any and all
        expenses, includ-ing reason-able counsel fees and disbursements, or loss
        suf-fered by the Trustee in connection with any action, suit or other
        pro-ceeding 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
        indemnifica-tion 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 coun-sel, 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 unless such settlement includes a full
        release of the Company with respect to such Indemnified Claim. The Company
        may
        participate in such action with its own counsel; 

      


      (c) Pay
        the
        Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it
        being expressly understood that the Property shall not be used to pay such
        fee).
        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 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 may be provided in paragraph 2(b) hereof (it being expressly
        understood that the Property shall not be used to make any payments to the
        Trustee under such paragraph);

      


      (d) Provide
        to the Trustee any letter of intent, agreement in principle or definitive
        agreement for a Business Combination that is executed on or prior to the
        First
        Date; and

      


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

      


      3. 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 paragraph
        1
        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 Prop-erty unless and until it shall have received instructions from
        the
        Company given as provided here-in 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


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


      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
        here-under shall not be continuing unless provided otherwise in such
        designa-tion, or unless the Company shall have delivered a written revocation
        of
        such authority to the Trustee;

      


      (f) The
        other
        parties hereto or to anyone else for any action taken or omitted by it, or
        any
        action suffer-ed 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 con-clusively and shall be protected in acting upon
        any
        order, notice, demand, certificate, opinion or advice of counsel (including
        counsel chosen by the Trustee), statement, instru-ment, 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 con-tained) 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 rescis-sion 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 par-ties 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 Registra-tion 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

      


      (h) 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).

      


      4. 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 

      


      (b) At
        such
        time that the Trustee has completed the liquidation of the Trust Account
        in
        accordance with the provi-sions of paragraph 1(i) hereof, and dis-tributed
        the
        Property in accordance with the provisions of the Termination Letter, this
        Agreement shall terminate except


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      


      with
        respect to Paragraph 2(b).

      


      5. 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. Upon receipt of written instructions, the Trustee will confirm
        such instructions with an Authorized Individual at an Authorized Telephone
        Number listed on the attached Exhibit C. The Company and the Trustee will
        each restrict access to confidential information relating to such security
        procedures to authorized persons. Each party must notify the other party
        immediately if it has reason to believe unauthorized persons may have obtained
        access to such information, or of any change in its authorized personnel.
        In
        executing funds transfers, the Trustee will rely upon 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
        here-of
        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 EBC. 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 con-nection with any of the terms
        or
        provisions of this Agree-ment 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:


      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      


      Continental
        Stock Transfer 

      &
        Trust Company

      17
        Battery Place 

      New
        York,
        New York 10004

      Attn: Steven
        G.
        Nelson

      Fax
        No.:
        (212) 509-5150

      


      if
        to the
        Company, to:

       

      
        	 	 	 	
                China
                  Fortune Acquisition Corp.

              


      

      Jinmao
        Tower

      88
        Century Boulevard, Suite 4403

      Pudong,
        Shanghai

      People’s
        Republic of China 200121

      Attn: Chief
        Executive Officer

      Fax
        No.:
(___)
        ___-____

      


      in
        either
        case with a copy to:

      


      EarlyBirdCapital,
        Inc. 

      275
        Madison Avenue, Suite 1203

      New
        York,
        New York 10016

      Attn: David
        M.
        Nussbaum

      Fax
        No.:
        (212) 269-3796

      


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

      


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

      


      (h) Each
        of
        the Company and the Trustee hereby acknowledge that EBC is a third party
        beneficiary of this Agreement.


      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      


      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:
        

      


      


      


      CHINA
        FORTUNE ACQUISITION CORP.

      


      


      By:
        ____________________________

      Name:
        

      Title:  

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      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. 530- Termination Letter

      


      Gentlemen:

      


      Pursuant
        to paragraph 1(i) of the Investment Management Trust Agreement between China
        Fortune Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust
        Company (“Trustee”), dated as of __________, 2007 (“Trust Agreement”), this is
        to advise you that the Company has entered into an agreement (“Business
        Agreement”) with __________________ (“Target Business”) to consummate a business
        combination with Target Business (“Business Combination”) on or about
[insert
        date].
        The
        Company shall notify you at least 48 hours in advance of the actual date
        of the
        consummation of the Business Combination (“Consummation Date”).

      


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

      


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

      


      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 the funds held
        in
        the Trust Account shall be reinvested as provided in the Trust Agreement
        on the
        business day immediately following the Consummation Date as set forth in
        the
        notice.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      Very
        truly yours,


      CHINA
        FORTUNE ACQUISITION CORP.

      


      


      By:________________________________

      Bo
        Yu,
        Chairman of the Board

      


      


      By:________________________________

      Yufeng Zhang,
        Secretary

       

      cc:
        EarlyBirdCapital, Inc.


      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


      


      [Letterhead
        of Company]

      


      [Insert
        date]

      Continental
        Stock Transfer 

      &
        Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        

      


      Re: Trust
        Account No. 530- Termination Letter

      


      Gentlemen:

      


      Pursuant
        to paragraph 1(i) of the Investment Management Trust Agreement between China
        Fortune Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust
        Company (“Trustee”), dated as of ___________, 2007 (“Trust Agreement”),
this
        is
        to advise you that the Company has been unable to effect a Business Combination
        with a Target Company within the time frame specified in the Company’s
        Memorandum and Articles of Association, as described in the Company’s prospectus
        relating to its IPO.

      


      In
        accordance with the terms of the Trust Agree-ment, we hereby (a) certify
        to you
        that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
        Statute have been met and (b) authorize you, to commence liquidation of the
        Trust Account as promptly as practicable to stockholders of record on the
        Last
        Date (as defined in the Trust Agreement). You will notify the Company in
        writing
        as to when all of the funds in the Trust Account will be available for immediate
        transfer (“Transfer Date”) in accordance with the terms of the Trust Agreement
        and the Memorandum and Articles of Association of the Company. You shall
        commence distribution of such funds directly
        to the Company’s shareholders (other than with respect to the Initial Shares, as
        defined in the Company’s Prospectus dated ___________, 2007) in
        accordance with the terms of the Trust Agreement and the Memorandum and Articles
        of Association of the Company and you shall oversee the distribution of the
        funds. Upon the distribution of all the funds in the Trust Account, your
        obligations under the Trust Agreement shall be terminated.

      


      Very
        truly yours,

      


      CHINA
        FORTUNE ACQUISITION CORP.

      


      


      By:________________________________

      Bo
        Yu,
        Chairman of the Board

      


      


      By:________________________________

      Yufeng
        Zhang, Secretary

      


      cc:
        EarlyBirdCapital, Inc. 


      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

      


      


      


      


      
        	
                AUTHORIZED
                  INDIVIDUAL(S)

              	 	
                AUTHORIZED

              
	
                FOR
                  TELEPHONE CALL BACK 

              	 	
                TELEPHONE
                  NUMBER(S)

              
	 	 	 
	 	 	 
	
                Company:

              	 	 
	 	 	 
	
                China
                  Fortune Acquisition Corp.

              	 	 
	
                Jinmao
                  Tower

              	 	 
	
                88
                  Century Boulevard, Suite 4403

              	 	 
	
                Pudong,
                  Shanghai

              	 	 
	
                People’s
                  Republic of China 200121

              	 	 
	
                Attn:
                  Bo Yu

              	 	
                (___)
                  ___-____

              
	 	 	 
	
                Trustee:

              	 	 
	 	 	 
	
                Continental
                  Stock Transfer 

              	 	 
	
                &
                  Trust Company

              	 	 
	
                17
                  Battery Place

              	 	 
	
                New
                  York, New York 10004

              	 	 
	
                Attn:
                  Steven G. Nelson, Chairman

              	 	
                (212)
                  845-3200

              


      

       

      
        
          
          

        

        -11-