EXECUTION
VERSION

     

    SHARE
EXCHANGE AGREEMENT

     

    BY
AND AMONG:

     

    LI
YONGHUI,

     

    YAN
WANG,

     

    HONEST
BEST INT’L LTD,

     

    AUTOCHINA
GROUP INC,

     

    FANCY
THINK LIMITED,

     

    CHUANGLIAN,

     

    KAIYUAN
REAL ESTATE,

     

    HUIYIN
INVESTMENT,

     

    HUA
AN INVESTMENT,

     

    TIANMEI
INSURANCE,

     

    KAIYUAN
LOGISTICS,

     

    KAIYUAN
AUTO TRADE,

     

    CHUANGLIAN
AUTO TRADE,

     

    AND

     

    SPRING
CREEK ACQUISITION CORP.

     

    


     

    Dated:
February 4, 2009


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SHARE
EXCHANGE AGREEMENT

     

    SHARE
EXCHANGE AGREEMENT (this “Agreement”), dated
February 4, 2009, by and among Li Yonghui (“Founder”), Yan Wang
(“Wang”),
Honest Best Int’l Ltd, a company incorporated and existing under the laws of the
British Virgin Islands (“FounderCo”),
AutoChina Group Inc, a company incorporated and existing under the laws of the
Cayman Islands (“AutoChina”), Fancy
Think Limited, a limited liability company established in Hong Kong under the
Hong Kong Companies Ordinance (“Fancy Think”), Hebei
Chuanglian Trade Co., Ltd. (河北创联贸易有限公司), a
company established under the laws of the PRC (“Chuanglian”), Hebei
Kaiyuan Real Estate Development Co., Ltd. (河北开元房地产开发股份有限公司), a
company established under the laws of the PRC (“Kaiyuan Real
Estate”), Hebei Huiyin Investment Co., Ltd. (河北汇银投资有限责任公司), a
company established under the laws of the PRC (“Huiyin Investment”),
Hebei Hua An Investment Co., Ltd. (河北华安投资有限责任公司), a
company established under the laws of the PRC (“Hua An Investment”),
Hebei Tianmei Insurance Agency Co., Ltd. (河北天美保险代理有限公司), a
company established under the laws of the PRC (“Tianmei Insurance”),
Hebei Shijie Kaiyuan Logistics Co., Ltd. (河北世捷开元物流有限公司), a
company established under the laws of the PRC (“Kaiyuan Logistics”),
Hebei Shijie Kaiyuan Auto Trade Co., Ltd. (河北世捷开元汽车贸易有限公司), a
company established under the laws of the PRC (“Kaiyuan Auto Trade”),
Shanxi Chuanglian Auto Trade Co., Ltd. (山西创联汽贸公司), a
company established under the laws of the PRC (“Chuanglian Auto
Trade”), and Spring Creek Acquisition Corp., a corporation duly organized
and existing under the laws of the Cayman Islands (“SCAC”).  Each
of Founder, Wang, FounderCo, AutoChina, Fancy Think, Chuanglian, Kaiyuan Real
Estate, Huiyin Investment, Hua An Investment, Tianmei Insurance, Kaiyuan
Logistics, Kaiyuan Auto Trade, Chuanglian Auto Trade, and SCAC are referred to
herein each as a “Party” and
collectively as the “Parties.”

    


    Capitalized
terms used herein that are not otherwise defined shall have the meanings
ascribed to them in ARTICLE 10 hereof.

     

    RECITALS

     

    WHEREAS,
AutoChina owns and operates the Business in the PRC through Fancy Think, the
entities listed on Schedule A1 hereto,
each of which is a company established under the laws of the PRC (each, a “4S Store I” and
collectively, the “4S
Stores I”), the entities listed on Schedule A2 hereto,
each of which is a company established under the laws of the PRC (each, a “4S Store II” and
collectively, the “4S
Stores II”) (the 4S Stores I, together with the 4S Stores II,
collectively, the “4S
Stores”), the entities listed on Schedule A3 hereto,
each of which is a company established under the laws of the PRC (each, a “Transportation Company
I” and collectively, the “Transportation Companies
I”), the entities listed on Schedule A4 hereto,
each of which is a company established under the laws of the PRC (each, a “Transportation Company
II” and collectively, the “Transportation Companies
II”) (the Transportation Companies I, together with the Transportation
Companies II, collectively, the “Transportation
Companies”), the entities listed on Schedule A5 hereto,
each of which is a company established under the laws of the PRC (each, an
“Auto Service
Company” and collectively, the “Auto Service
Companies”), and the entities listed on Schedule A6 hereto
(collectively, with the 4S Stores, the Transportation Companies, and the Auto
Service Companies, the “PRC Subsidiaries” and
each, a “PRC
Subsidiary”);

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
the AutoChina Shareholders are the registered owners of all of the outstanding
shares of AutoChina (the “AutoChina
Shares”);

     

    WHEREAS,
subject to the terms and conditions of this Agreement, SCAC, at the Closing,
shall acquire all of the AutoChina Shares from the AutoChina Shareholders (the
“AutoChina
Acquisition”), representing one hundred percent (100%) of the issued
share capital of AutoChina; and

     

    WHEREAS,
following the Closing, SCAC will be renamed as AutoChina Group Limited or such
other name to be approved by SCAC.

     

    NOW,
THEREFORE, in consideration of the foregoing and the respective representations,
warranties, covenants and agreements set forth herein, and intending to be
legally bound hereby, the Parties agree as follows:

     

    ARTICLE
1


     

    THE
AUTOCHINA ACQUISITION

     

    Section
1.01                Purchase and
Sale.  Upon the terms and subject to the conditions hereof, at
the Closing (as defined in Section 2.01), the AutoChina Shareholders shall sell,
transfer, assign and convey to SCAC, and SCAC shall purchase from the AutoChina
Shareholders, all of the right, title and interest of the AutoChina Shareholders
in and to the AutoChina Shares representing all of the outstanding shares of
AutoChina.

     

    Section
1.02                Purchase Price; Payment
Schedule.

     

    (a)           Subject
to the terms and conditions set forth herein, the aggregate purchase price (the
“Purchase
Price”) to be paid by SCAC to the AutoChina Shareholders or their
designees for the AutoChina Shares shall consist of the allotment and issue to
the AutoChina Shareholders of a number of SCAC Ordinary Shares (the “Share Payment”)
pursuant to Section 1.02(b)(i), 1.02(b)(ii), 1.02(b)(iii), and 1.02(b)(iv)
(provided that the conditions stated in the applicable section is satisfied);
and

     

    (b)           Subject
to Section 1.03 below, the Purchase Price shall be paid in the following
manner:

     

    (i)           Net Upfront Consideration
Shares; Holdback Consideration Shares.

     

    (A)           At
the Closing, SCAC shall allot and issue to each AutoChina Shareholder the number
of SCAC Ordinary Shares equivalent to (i) each AutoChina Shareholder’s
shareholding percentage (%) of the issued and outstanding share capital of
AutoChina immediately prior to the Closing multiplied by (ii) the Net Upfront
Consideration Shares (as defined below), issued in the name of such AutoChina
Shareholder.  “Net Upfront
Consideration” shall mean an amount equal to: (a) US$68,850,000 less (b)
US$6,885,000 in Holdback Consideration Shares (as defined below) (“Holdback
Consideration”).  “Net Upfront Consideration
Shares” shall mean SCAC Ordinary Shares in an amount calculated by
dividing (A) the Net Upfront Consideration by (B) US$8.00.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (B)           At
the Closing, SCAC shall allot and issue and deposit with American Stock Transfer
& Trust Company (the “Escrow Agent”)
pursuant to the terms and conditions of a Share Escrow Agreement the form of
which is attached hereto as Schedule B, the
number of SCAC Ordinary Shares equivalent to the Holdback Consideration Shares
(as defined below), issued in the name of the AutoChina Shareholders on a pro
rata basis.  “Holdback Consideration
Shares” shall mean SCAC Ordinary Shares in an amount calculated by
dividing (A) the Holdback Consideration by (B) US$8.00.

     

    (ii)          Earn-Out Share
Amounts.  If, on a consolidated basis, SCAC achieves or exceeds
certain Targeted EBITDA Growth in any of FY2009, FY2010, FY2011, FY2012, and
FY2013 (each fiscal year an “Earn-Out Period”),
each AutoChina Shareholder shall receive, and SCAC shall issue and deliver, the
number of SCAC Ordinary Shares equivalent to (a) each AutoChina Shareholder’s
shareholding percentage (%) of the issued and outstanding share capital of
AutoChina immediately prior to the Closing multiplied by (b) (A) the applicable
Earn-Out Consideration Percentage (%) set forth in the table attached herein as
Schedule C
multiplied by (B) the number of SCAC Ordinary Shares (excluding any issued and
outstanding SCAC Ordinary Shares that are issued in connection with
acquisitions, mergers, or like combinations, following the Closing) issued and
outstanding on December 31 of the fiscal year immediately prior to the
applicable Payment Date (as defined below) (the “Earn-Out
Shares”).  The aggregate number of Earn-Out Shares to be
awarded to the AutoChina Shareholders if SCAC achieves or exceeds the Targeted
EBITDA Growth shall be proportionately adjusted for (a) any increase or
decrease in the number of issued SCAC Ordinary Shares resulting from a share
split, share dividend, combination or reclassification of the SCAC Ordinary
Shares or similar transaction affecting the SCAC Ordinary Shares occurring
between December 31 of the fiscal year immediately prior to the applicable
Payment Date or (b) any other increase or decrease in the number of issued
SCAC Ordinary Shares effected following the Closing without receipt of
consideration by SCAC that occurs prior the date of the applicable Payment
Date.

     

    (iii)         Holdback Consideration
Payments.

     

    (A)           Net FY2009 EBITDA Holdback
Consideration Payment.  If SCAC achieves (i) EBITDA Growth of
greater than thirty percent (30%) for FY2009 and (ii) FY2009 EBITDA in excess of
US$22,500,000 (the “FY2009 EBITDA Holdback
Consideration Release Target”), SCAC shall cause fifty percent (50%) of
the Holdback Consideration Shares to be released from the Escrow Agent and
transferred to the AutoChina Shareholders on a pro rata basis within twenty (20)
days following the delivery of SCAC’s audited consolidated financial statements
for FY2009 (the “FY2009 EBITDA Holdback
Consideration Release Date”) prepared in accordance with US GAAP (the
“FY2009 EBITDA
Holdback Consideration Shares”); less a number of SCAC Ordinary Shares in
an amount calculated by dividing (A) the amount required to satisfy the
Warrantors’ indemnification obligations pursuant to ARTICLE 11 based on the
aggregate amount of Damages claimed by an Indemnified Person to a Warrantor
pursuant to Section 11.02 on or prior to the FY2009 EBITDA Holdback
Consideration Release Date by (B) US$8.00 (such amount, the “Net FY2009 EBITDA Holdback
Consideration Shares”); provided, however, in no event shall the Net
FY2009 EBITDA Holdback Consideration Shares be less than zero (0).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (B)           Net Remaining Holdback
Consideration Payment.  SCAC shall cause fifty percent (50%) of
the Holdback Consideration Shares to be released from the Escrow Agent and
transferred to the AutoChina Shareholders on a pro rata basis (the “Remaining Holdback
Consideration Shares”) on the later of the date (i) twenty (20) days
following the delivery of SCAC’s audited consolidated financial statements for
FY2009 prepared in accordance with US GAAP and (ii) one (1) year following the
Closing Date (the “Remaining Holdback
Consideration Release Date”); less a number of SCAC Ordinary Shares in an
amount calculated by dividing (A) the amount required to satisfy the Warrantors’
indemnification obligations pursuant to ARTICLE 11 based on the aggregate amount
of Damages claimed by an Indemnified Person to a Warrantor pursuant to Section
11.02 on or prior to the Remaining Holdback Consideration Release Date by (B)
US$8.00 (such amount, the “Net Remaining Holdback
Consideration Shares”); provided, however, in no event shall the Net
Remaining Holdback Consideration Shares be less than zero (0).

     

    (c)           Determination of Earn-Out
Shares, Net FY2009 EBITDA Holdback Consideration Shares, and Net Remaining
Holdback Consideration Shares.

     

    (i)           With
respect to determination of (A) the Earn-Out Shares or the Net FY2009 EBITDA
Holdback Consideration Shares, within twenty (20) days following the delivery of
SCAC’s audited consolidated financial statements for the applicable fiscal year
prepared in accordance with US GAAP, and (B) the Net Remaining Holdback
Consideration Shares, twenty (20) days prior to the Remaining Holdback
Consideration Release Date, SCAC shall determine the EBITDA Growth for the
applicable Earn-Out Period and deliver to the Warrantors notice of its
determination whether the minimum Targeted EBITDA Growth was satisfied, if
applicable, and the actual EBITDA for FY2009 or the applicable Earn-Out Period,
and the applicable number of Earn-Out Shares, Net FY2009 EBITDA Holdback
Consideration Shares, or Net Remaining Holdback Consideration Shares payable to
the AutoChina Shareholders (the “Shares
Calculation”).

     

    (ii)          If
the AutoChina Shareholders disagree in good faith with the Shares Calculation,
they shall have ten (10) Business Days from SCAC’s delivery of notice of its
determination of the applicable Shares Calculation to deliver to SCAC written
objections to the applicable Shares Calculation.  The AutoChina
Shareholders may, by written notice to SCAC, waive or shorten such period for
objection.  After delivery of any such written objections, an
authorized representative of each of SCAC and the AutoChina Shareholders shall
promptly negotiate with respect to the applicable Shares Calculation and the
objections thereto, and if they are unable to reach an agreement within thirty
(30) days after delivery to SCAC of the objections to the applicable Shares
Calculation, the dispute shall be submitted to arbitration pursuant to
Section 12.09 hereof; and SCAC shall not be required to allot and issue and
deliver, or procure the delivery by the Escrow Agent of any Earn-Out Shares, Net
FY2009 EBITDA Holdback Consideration Shares, or Net Remaining Holdback
Consideration Shares, as applicable, until and to the extent it is so ordered to
do so in a final and binding award of an arbitration tribunal pursuant to such
arbitration.  Failure to submit a written objection within any
required time period shall constitute agreement by the AutoChina
Shareholders.  The applicable Shares Calculation, as so adjusted by
agreement or by the arbitrator (if required), shall be final and binding on the
Parties.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (iii)         Within
ten (10) Business Days after the determination of the relevant Earn-Out Shares,
Net FY2009 EBITDA Holdback Consideration Shares, or Remaining Holdback
Consideration Shares, as applicable, in accordance with this
Section 1.02(c) (whether pursuant to Section 1.02(c)(i), 1.02(c)(ii), or
12.09, as applicable) (such date, the “Payment Date”), SCAC
shall allot and issue and deliver to the AutoChina Shareholders the Earn-Out
Shares or instruct the Escrow Agent to release and deliver to the AutoChina
Shareholders the Net FY2009 EBITDA Holdback Consideration Shares or Net
Remaining Holdback Consideration Shares, as applicable.  All the
FY2009 EBITDA Holdback Consideration Shares or Remaining Holdback Consideration
Shares not released by the Escrow Agent as Net FY2009 EBITDA Holdback
Consideration Shares or Net Remaining Holdback Consideration Shares pursuant to
this paragraph shall be transferred to SCAC and shall be immediately cancelled
and retired by SCAC.

     

    Section
1.03                Withholding.  If
SCAC is required under any provision of applicable Laws to deduct and withhold
any amounts with respect to the making of the payment of the Purchase Price,
SCAC shall be entitled to deduct and withhold from the payment of the Purchase
Price such amounts as required.  To the extent that amounts are so
withheld, such amounts will be treated for all purposes of this Agreement as
having been paid to the AutoChina Shareholders in respect of whom such deduction
and withholding were made by SCAC.

     

    ARTICLE
2


     

    THE
CLOSING

     

    Section
2.01                The
Closing.  Subject to the terms and conditions of this
Agreement, the consummation of the AutoChina Acquisition and the transactions
contemplated by this Agreement shall take place at a closing (the “Closing”) to be held
at 10:00 a.m., local time, on the Business Day on which the last of the
conditions to be fulfilled on or prior to the Closing under ARTICLE 8 is
fulfilled, at the offices of Morrison & Foerster, 34th Floor,
Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, or at such
other time, date or place as the Parties may agree upon in
writing.  The date on which the Closing occurs is referred to herein
as the “Closing
Date.”

     

    Section
2.02                Deliveries.

     

    (a)           AutoChina
Shareholders.  At the Closing, each AutoChina Shareholder will,
and the Warrantors shall cause each AutoChina Shareholder to, (i) assign and
transfer to SCAC all of such AutoChina Shareholder’s right, title and interest
in and to his, her or its respective portion of the AutoChina Shares by
delivering to SCAC the certificates representing such AutoChina Shares, together
with a duly executed instrument of transfer in respect thereof, and a copy of
the register of members of AutoChina as of the Closing Date written up to effect
such transfer, both certified by a director of AutoChina, the Secretary of
AutoChina, and AutoChina’s registered agent to be a true and complete copy
thereof, and (ii) deliver to SCAC the certificates, opinions and other
agreements contemplated by ARTICLE 8 hereof and the other provisions of this
Agreement.

     

    (b)           SCAC.  At
the Closing, SCAC shall issue and deliver the Net Upfront Consideration Shares
to the AutoChina Shareholders, duly endorsed for transfer and free and clear of
all liens, and a copy of the register of members of SCAC as of the Closing Date
written up to effect such transfer, both certified by a director of SCAC and
SCAC’s registered agent to be a true and complete copy thereof, representing the
Purchase Price to which each of the AutoChina Shareholders is entitled pursuant
to Section 1.02(b)(i), and the certificates, opinions and other agreements and
instruments contemplated by ARTICLE 8 hereof and the other provisions of this
Agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
2.03                Transaction
Documents.  At the Closing, the following agreements
(collectively, the “Transaction
Documents”) will have been executed, delivered or otherwise
effectuated:

     

    (a)           this
Agreement;

     

    (b)           the
Share Escrow Agreement;

     

    (c)           the
Executive Employment Agreement with each of the Key Employees;

     

    (d)           the
Indemnification Agreement with each Indemnitee;

     

    (e)           the
Labor Contract with each of the employees;

     

    (f)           the
New SCAC Articles;

     

    (g)           the
Registration Rights Agreement;

     

    (h)           the
Restructuring Agreements; and

     

    (i)           
the Voting Agreement.

     

    Section
2.04                Further
Assurances.  Subject to the terms and conditions of this
Agreement, at any time or from time to time after the Closing, each of the
Parties hereto shall execute and deliver such other documents and instruments,
provide such materials and information and take such other actions as may
reasonably be necessary, proper or advisable, to the extent permitted by law, to
fulfill its obligations under this Agreement.

     

    ARTICLE
3


     

    REPRESENTATIONS
AND WARRANTIES OF THE WARRANTORS

     

    Subject
to the exceptions set forth in the Disclosure Schedule and except for the
representations and warranties set forth in Sections 3.35, 3.36, 3.37 and 3.38,
which are made solely by FounderCo to SCAC, each Warrantor, jointly and
severally, represents and warrants to SCAC as of the date hereof and as of the
Closing as follows:

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Section
3.01                Kaiyuan Real
Estate.  Founder, Li Ruiqi (李瑞其), Peng Jinyu
(彭晋瑜), and
Zhang Zhongwen (张仲文) are the
registered and beneficial owners of a ninety-nine and forty-two-hundredths
percent (99.42%), sixteen-hundredths percent (0.16%), twenty-six-hundredths
percent (0.26%), and sixteen-hundredths percent (0.16%) equity interest,
respectively, in Kaiyuan Real Estate, free and clear of all
Liens.  There are no options, warrants or other contractual rights
outstanding which give any Person except for its existing shareholders the
right to acquire or place any Lien against any of the equity interest of Kaiyuan
Real Estate owned by each of Founder, Li Ruiqi(李瑞其), Peng Jinyu
(彭晋瑜), and
Zhang Zhongwen (张仲文), whether or
not such rights are presently exercisable.  The registered capital of
Kaiyuan Real Estate and the equity ownership of Kaiyuan Real Estate are set
forth in ‎Section 3.01‎ of the Disclosure
Schedule.  All of the outstanding equity interest of Kaiyuan Real
Estate is validly issued and fully paid.  There are no options,
warrants or other contractual rights outstanding which give any Person except
for its existing shareholders the right to require and subscribe to any increase
of the registered capital of Kaiyuan Real Estate, whether or not such rights are
presently exercisable.  Kaiyuan Real Estate does not own or control,
directly or indirectly, any interest in any other corporation, partnership,
trust, joint venture, association, or other entity, except for a two percent
(2%) equity interest in Hebei Xuwei Trade Co., Ltd.(河北旭威贸易有限公司)
(“Xuwei
Trade”), an one percent (1%) equity interest in Hebei Shengrong Kaiyuan
Auto Parts Co., Ltd.(河北盛荣开元汽车配件有限公司)
(“Shengrong
Kaiyuan”), a sixty percent (60%) equity interest in Hebei Kaiyuan Doors
and Windows Manufacturing Co., Ltd. (河北开元门窗制造有限公司)
(“Kaiyuan Doors and
Windows”), a ninety-three percent (93%) equity interest in Hebei Lynch
Advertising Co., Ltd. (河北励志广告有限责任公司)
(“Hebei
Advertising”), and an one hundred percent (100%) equity interest in each
of Huiyin Investment, Hua An Investment, Kaiyuan Logistics, and Kaiyuan Auto
Trade.  Except for its operations in the auto business through each of
Kaiyuan Doors and Windows and Hebei Advertising, Kaiyuan Real Estate was formed
solely to acquire and hold an equity interest in each of Xuwei Trade, Shengrong
Kaiyuan, Huiyin Investment, Hua An Investment, Kaiyuan Logistics, and Kaiyuan
Auto Trade, and since its formation has not engaged in any business and has not
incurred any liability except in the ordinary course of acquiring, managing and
disposing its equity interest in each of Xuwei Trade, Shengrong Kaiyuan, Huiyin
Investment, Hua An Investment, Kaiyuan Logistics, and Kaiyuan Auto
Trade.

     

    Section
3.02                Huiyin Investment; Hua An
Investment; Kaiyuan Logistics.

     

    (a)           Huiyin
Investment.  (i) Kaiyuan Real Estate is the registered and
beneficial owner of an one hundred percent (100%) equity interest in Huiyin
Investment, free and clear of all Liens and (ii) except for the arrangements of
equity pledge and contractual rights set out in the Restructuring Agreements
there are no options, warrants or other contractual rights outstanding which
give any Person except for its existing shareholders the right to acquire or
place any Lien against any of the equity interest of Huiyin Investment owned by
Kaiyuan Real Estate, whether or not such rights are presently
exercisable.  The registered capital of Huiyin Investment and the
equity ownership of Huiyin Investment stock are set forth in ‎Section 3.02‎(a) of the
Disclosure Schedule.  All of the equity interest of Huiyin Investment
stock is validly issued and fully paid.  There are no options,
warrants or other contractual rights outstanding which give any Person the right
to require and subscribe to any increase of the registered capital of Huiyin
Investment, whether or not such rights are presently
exercisable.  Huiyin Investment does not own or control, directly or
indirectly, any interest in any other corporation, partnership, trust, joint
venture, association, or other entity, except for the equity interest in each of
the 4S Stores I stock are set forth in Section 3.03(a) of the Disclosure
Schedule.  Huiyin Investment was formed solely to acquire and hold an
equity interest in each of the 4S Stores I and since its formation has not
engaged in any business and has not incurred any liability except in the
ordinary course of acquiring, managing and disposing its equity interest in each
of the 4S Stores I.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b)           Hua An
Investment.  (i) Kaiyuan Real Estate is the registered and
beneficial owner of an one hundred percent (100%) equity interest in Hua An
Investment, free and clear of all Liens and (ii) except for the arrangements of
equity pledge and contractual rights set out in the Restructuring Agreements,
there are no options, warrants or other contractual rights outstanding which
give any Person the right to acquire or place any Lien against any of the equity
interest of Hua An Investment owned by Kaiyuan Real Estate, whether or not such
rights are presently exercisable.  The registered capital of Hua An
Investment and the equity ownership of Hua An Investment are set forth in ‎Section 3.02‎(b) of the
Disclosure Schedule.  All of the equity interest of Huiyin Investment
stock is validly issued and fully paid.  There are no options,
warrants or other contractual rights outstanding which give any Person except
for its existing shareholders the right to require and subscribe to any increase
of the registered capital of Hua An Investment, whether or not such rights are
presently exercisable.  Hua An Investment does not own or control,
directly or indirectly, any interest in any other corporation, partnership,
trust, joint venture, association, or other entity, except for the equity
interest in each of the 4S Stores II and Tianmei Insurance set forth in Section
3.03(b) and Section 3.03(c) of the Disclosure Schedule.  Hua An
Investment was formed solely to acquire and hold an equity interest in each of
the 4S Stores II and Tianmei Insurance and since its formation has not engaged
in any business and has not incurred any liability except in the ordinary course
of acquiring, managing and disposing its equity interest in each of the 4S
Stores II and Tianmei Insurance.

     

    (c)           Kaiyuan
Logistics.  (i) Kaiyuan Real Estate is the registered and
beneficial owner of an one hundred percent (100%) equity interest in Kaiyuan
Logistics, free and clear of all Liens and (ii) except for the arrangements of
equity pledge and contractual rights set out in the Restructuring Agreements,
there are no options, warrants or other contractual rights outstanding which
give any Person the right to acquire or place any Lien against any of the equity
interest of Kaiyuan Logistics owned by Kaiyuan Real Estate, whether or not such
rights are presently exercisable.  The registered capital of Kaiyuan
Logistics and the equity ownership of Kaiyuan Logistics stock are set forth in
‎Section
3.02‎(c) of
the Disclosure Schedule.  All of the equity interest of Kaiyuan
Logistics is validly issued and fully paid.  There are no options,
warrants or other contractual rights outstanding which give any Person except
for its existing shareholders the right to require and subscribe to any increase
of the registered capital of Kaiyuan Logistics, whether or not such rights are
presently exercisable.  Kaiyuan Logistics does not own or control,
directly or indirectly, any interest in any other corporation, partnership,
trust, joint venture, association, or other entity, except for an one hundred
percent (100%) equity interest in each of the Transportation Companies I and a
twenty percent (20%) equity interest in each of Daixian Shijie Transportation
and Xinzhou Shijie Transportation.  Kaiyuan Logistics was formed
solely to acquire and hold an equity interest in each of the Transportation
Companies I, Daixian Shijie Transportation, and Xinzhou Shijie Transportation,
and since its formation has not engaged in any business and has not incurred any
liability except in the ordinary course of acquiring, managing and disposing its
equity interest in each of the Transportation Companies I.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Section
3.03                The 4S Stores I; The 4S
Stores II; Tianmei Insurance; The Transportation Companies I; Transportation
Companies II; Kaiyuan Auto Trade.

     

    (a)           The 4S Stores
I.  Huiyin Investment is the registered and beneficial owner of
the equity interest in each of the 4S Stores I set forth in Section 3.03(a) of
the Disclosure Schedule, free and clear of all Liens.  Except for the
arrangements of equity pledge and contractual rights set out in the
Restructuring Agreements, there are no options, warrants or other contractual
rights outstanding which give any Person the right to acquire or place any Lien
against any of the equity interest each of the 4S Stores I owned by Huiyin
Investment, whether or not such rights are presently exercisable.  The
registered capital of each of the 4S Stores I and the equity ownership of each
of the 4S Stores I set forth in ‎Section 3.03‎(a) of the
Disclosure Schedule.  All of the equity interest of each of the 4S
Stores I is validly issued and fully paid.  There are no options,
warrants or other contractual rights outstanding which give any Person except
for its existing shareholders the right to require and subscribe to any increase
of the registered capital of each of the 4S Stores I, whether or not such rights
are presently exercisable.  Each of the 4S Stores I does not own or
control, directly or indirectly, any interest in any other corporation,
partnership, trust, joint venture, association, or other entity.

     

    (b)           The 4S Stores
II.  Hua An Investment is the registered and beneficial owner
of the equity interest in each of the 4S Stores II set forth in Section 3.03(b)
of the Disclosure Schedule, free and clear of all Liens.  Except for
the arrangements of equity pledge and contractual rights set out in the
Restructuring Agreements, there are no options, warrants or other contractual
rights outstanding which give any Person the right to acquire or place any Lien
against any of the equity interest each of the 4S Stores II owned by Hua An
Investment, whether or not such rights are presently exercisable.  The
registered capital of each of the 4S Stores II and the equity ownership of each
of the 4S Stores II stock are set forth in ‎Section 3.03‎(b) of the
Disclosure Schedule.  All of the equity interest of each of the 4S
Stores II stock is validly issued and fully paid.  There are no
options, warrants or other contractual rights outstanding which give any Person
except for its existing shareholders the right to require and subscribe to any
increase of the registered capital of each of the 4S Stores II, whether or not
such rights are presently exercisable.  Except as specifically
described in Section 3.03(b) of the Disclosure Schedule, each of the 4S Stores
II does not own or control, directly or indirectly, any interest in any other
corporation, partnership, trust, joint venture, association, or other
entity.

     

    (c)           Tianmei
Insurance.  Hua An Investment is the registered and beneficial
owner of an one hundred percent (100%) equity interest in Tianmei Insurance,
free and clear of all Liens.  Except for the arrangements of equity
pledge and contractual rights set out in the Restructuring Agreements, there are
no options, warrants or other contractual rights outstanding which give any
Person the right to acquire or place any Lien against any of the equity interest
of Tianmei Insurance owned by Hua An Investment, whether or not such rights are
presently exercisable.  The registered capital of Tianmei Insurance
and the equity ownership of Tianmei Insurance stock are set forth in ‎Section 3.03‎(c) of the
Disclosure Schedule.  All of the equity interest of Tianmei Insurance
stock is validly issued and fully paid.  There are no options,
warrants or other contractual rights outstanding which give any Person except
for its existing shareholders the right to require and subscribe to any increase
of the registered capital of Tianmei Insurance, whether or not such rights are
presently exercisable.  Tianmei Insurance does not own or control,
directly or indirectly, any interest in any other corporation, partnership,
trust, joint venture, association, or other entity.

     

    (d)           The Transportation Companies
I.  Kaiyuan Logistics is the registered and beneficial owner of
an one hundred percent (100%) equity interest in each of the Transportation
Companies I, free and clear of all Liens.  Except for the arrangements
of equity pledge and contractual rights set out in the Restructuring Agreements,
there are no options, warrants or other contractual rights outstanding which
give any Person the right to acquire or place any Lien against any of the equity
interest each of the Transportation Companies I owned by Kaiyuan Logistics,
whether or not such rights are presently exercisable.  The registered
capital of each of the Transportation Companies I and the equity ownership of
each of the Transportation Companies I stock are set forth in ‎Section 3.03‎(d) of the
Disclosure Schedule.  All of the equity interest of each of the
Transportation Companies I stock is validly issued and fully
paid.  There are no options, warrants or other contractual rights
outstanding which give any Person except for its existing shareholders the right
to require and subscribe to any increase of the registered capital of each of
the Transportation Companies I, whether or not such rights are presently
exercisable.  Each of the Transportation Companies I does not own or
control, directly or indirectly, any interest in any other corporation,
partnership, trust, joint venture, association, or other entity.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (e)           Kaiyuan Auto
Trade.  Kaiyuan Real Estate is the registered and beneficial
owner of an one hundred percent (100%) equity interest in Kaiyuan Auto Trade,
free and clear of all Liens.  Except for the arrangements of equity
pledge and contractual rights set out in the Restructuring Agreements, there are
no options, warrants or other contractual rights outstanding which give any
Person the right to acquire or place any Lien against any of the equity interest
of Kaiyuan Auto Trade owned by Kaiyuan Real Estate, whether or not such rights
are presently exercisable.  The registered capital of Kaiyuan Auto
Trade and the equity ownership of Kaiyuan Auto Trade stock are set forth in
‎Section
3.03‎(e) of
the Disclosure Schedule.  All of the equity interest of Kaiyuan Auto
Trade stock is validly issued and fully paid.  There are no options,
warrants or other contractual rights outstanding which give any Person except
for its existing shareholders the right to require and subscribe to any increase
of the registered capital of Kaiyuan Auto Trade, whether or not such rights are
presently exercisable.  Except for the equity interest in Chuanglian
Auto Trade, Kaiyuan Auto Trade does not own or control, directly or indirectly,
any interest in any other corporation, partnership, trust, joint venture,
association, or other entity.

     

    (f)           The Transportation Companies
II.  Chuanglian Auto Trade is the registered and beneficial
owner of an one hundred percent (100%) equity interest in each of the
Transportation Companies II, free and clear of all Liens.  There are
no options, warrants or other contractual rights outstanding which give any
Person the right to acquire or place any Lien against any of the equity interest
each of the Transportation Companies II owned by Chuanglian Auto Trade, whether
or not such rights are presently exercisable.  The registered capital
of each of the Transportation Companies II and the equity ownership of each of
the Transportation Companies II stock are set forth in ‎Section 3.03‎(f) of the
Disclosure Schedule.  All of the equity interest of each of the
Transportation Companies II stock is validly issued and fully
paid.  There are no options, warrants or other contractual rights
outstanding which give any Person except for its existing shareholders the right
to require and subscribe to any increase of the registered capital of each of
the Transportation Companies II, whether or not such rights are presently
exercisable.  Each of the Transportation Companies II does not own or
control, directly or indirectly, any interest in any other corporation,
partnership, trust, joint venture, association, or other entity.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Section
3.04                Chuanglian Auto
Trade.  Kaiyuan Auto Trade is the registered and beneficial
owner of a one hundred percent (100%) equity interest in Chuanglian Auto Trade,
free and clear of all Liens.  Except for the arrangements of equity
pledge and contractual rights set out in the Restructuring Agreements, there are
no options, warrants or other contractual rights outstanding which give any
Person the right to acquire or place any Lien against any of the equity interest
of Chuanglian Auto Trade owned by Kaiyuan Auto Trade, whether or not such rights
are presently exercisable.  The registered capital of Chuanglian Auto
Trade and the equity ownership of Chuanglian Auto Trade stock are set forth in
‎Section 3.04
of the Disclosure Schedule.  All of the equity interest of Chuanglian
Auto Trade stock is validly issued and fully paid.  There are no
options, warrants or other contractual rights outstanding which give any Person
except for its existing shareholders the right to require and subscribe to any
increase of the registered capital of Chuanglian Auto Trade, whether or not such
rights are presently exercisable.  Chuanglian Auto Trade does not own
or control, directly or indirectly, any interest in any other corporation,
partnership, trust, joint venture, association, or other entity, except for the
equity interest in each of the Transportation Companies II stock are set forth
in Section 3.04 of the Disclosure Schedule.  Chuanglian Auto Trade was
formed solely to acquire and hold an equity interest in each of the
Transportation Companies II and since its formation has not engaged in any
business and has not incurred any liability except in the ordinary course of
acquiring, managing and disposing its equity interest in each of the
Transportation Companies II.

     

    Section
3.05                FounderCo.  (i)
Wang is the registered and beneficial owner of all of the capital stock of
FounderCo, free and clear of all Liens and (ii) there are no options, warrants
or other contractual rights outstanding which give any Person the right to
acquire or place any Lien against any of the capital stock of FounderCo owned by
Wang whether or not such rights are presently exercisable.  The
authorized capital of FounderCo and the total number of the issued and
outstanding shares of FounderCo capital stock are set forth in ‎Section 3.05 of
the Disclosure Schedule.  All of the outstanding shares of FounderCo
capital stock are validly issued and fully paid.  There are no
options, warrants or other contractual rights outstanding which give any Person
the right to require and subscribe to any issuance of any capital stock of
FounderCo, whether or not such rights are presently
exercisable.  FounderCo does not own or control, directly or
indirectly, any interest in any other corporation, partnership, trust, joint
venture, association, or other entity, except for 1,000 Shares in
AutoChina.  FounderCo was formed solely to acquire and hold an equity
interest in AutoChina and since its formation has not engaged in any business
and has not incurred any liability except in the ordinary course of acquiring,
managing and disposing its equity interest in AutoChina.

     

    Section
3.06                AutoChina.  The
AutoChina Shareholders are the registered and beneficial owners of the AutoChina
Shares in the amounts set forth in Section 3.06 of the Disclosure Schedule, free
and clear of all Liens.  Such shares constitute all of the share
capital of AutoChina.  Except for the arrangements of equity pledge
and contractual rights set out in the Restructuring Agreements, there are no
options, warrants or other contractual rights outstanding which give any Person
the right to acquire or place any Lien against any of the AutoChina Shares owned
by the AutoChina Shareholders, whether or not such rights are presently
exercisable.  The authorized capital of AutoChina and the total number
of the issued and outstanding AutoChina Shares are set forth in Section 3.06 of
the Disclosure Schedule.  All of the outstanding AutoChina Shares are
validly issued and fully paid.  There are no options, warrants or
other contractual rights outstanding which give any Person except for its
existing shareholders the right to require and subscribe to any issuance of any
of the share capital of AutoChina, whether or not such rights are presently
exercisable.  AutoChina does not own or control, directly or
indirectly, any interest in any other corporation, partnership, trust, joint
venture, association, or other entity, except for 10,000 shares
of a nominal or par value of HKD$1.00 each in Fancy Think.  AutoChina
was formed solely to acquire and hold an equity interest in Fancy Think and
since its formation has not engaged in any business and has not incurred any
liability except in the ordinary course of acquiring, managing and disposing its
equity interest in Fancy Think.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section
3.07                Fancy
Think.  AutoChina is the registered and beneficial owner of all
of the capital stock of Fancy Think, free and clear of all
Liens.  Except for the arrangements of equity pledge and contractual
rights set out in the Restructuring Agreements, there are no options, warrants
or other contractual rights outstanding which give any Person the right to
acquire or place any Lien against any of the capital stock of Fancy Think owned
by AutoChina, whether or not such rights are presently
exercisable.  The authorized capital of Fancy Think and the total
number of the issued and outstanding shares of Fancy Think capital stock are set
forth in ‎Section 3.07 of
the Disclosure Schedule.  All of the outstanding shares of Fancy Think
capital stock are validly issued and fully paid.  There are no
options, warrants or other contractual rights outstanding which give any Person
except for its existing shareholders the right to require and subscribe to any
issuance of any capital stock of Fancy Think, whether or not such rights are
presently exercisable.  Fancy Think does not own or control, directly
or indirectly, any interest in any other corporation, partnership, trust, joint
venture, association, or other entity, except for an one hundred percent (100%)
equity interest in Chuanglian.  Fancy Think was formed solely to
acquire and hold an equity interest in Chuanglian and since its formation has
not engaged in any business and has not incurred any liability except in the
ordinary course of acquiring, managing and disposing its equity interest in
Chuanglian.

     

    Section
3.08                Chuanglian.  Fancy
Think is the registered and beneficial owner of an one hundred percent (100%)
equity interest in Chuanglian, free and clear of all Liens.  Except
for the arrangements of equity pledge and contractual rights set out in the
Restructuring Agreements, there are no options, warrants or other contractual
rights outstanding which give any Person the right to acquire or place any Lien
against any of the equity interest of Chuanglian owned by Chuanglian, whether or
not such rights are presently exercisable.  The registered capital of
Chuanglian and the equity ownership of Chuanglian stock are set forth in ‎Section 3.08 of
the Disclosure Schedule.  All of the equity interest of Chuanglian is
validly issued and fully paid.  There are no options, warrants or
other contractual rights outstanding which give any Person except for its
existing shareholders the right to require and subscribe to any increase of the
registered capital of Chuanglian, whether or not such rights are presently
exercisable.  Chuanglian does not own or control, directly or
indirectly, any interest in any other corporation, partnership, trust, joint
venture, association, or other entity, except for (i) an one hundred percent
(100%) equity interest in each of the Auto Service Companies and (ii) Control
over all of the operations of each of Huiyin Investment, Hua An Investment,
Kaiyuan Logistics, and Kaiyuan Auto Trade (the “Chuanglian Controlled
Companies”), in each case through certain contractual arrangements as
described in details in ‎Section 3.08 of
the Disclosure Schedule.  Chuanglian exercises de facto control over
the operations of each of the Chuanglian Controlled Companies such that each of
the Chuanglian Controlled Companies qualify as a “special purpose entity” under
SIC 12, “Consolidation – Special Purpose Entities,” under IFRS or a “variable
interest entity” under FIN 46 of US GAAP and are required to be consolidated
with Chuanglian for financial statement reporting
purposes.  Chuanglian was formed solely to (i) acquire and hold an
equity interest in each of the Auto Service Companies and (ii) Control through
certain contractual arrangements each of Huiyin Investment, Hua An Investment,
Kaiyuan Logistics, and Kaiyuan Auto Trade, and since its formation has not
engaged in any business and has not incurred any liability except in the
ordinary course of acquiring, managing and disposing its (i) equity interest in
each of the Auto Service Companies and (ii) Control through certain contractual
arrangements with each of Huiyin Investment, Hua An Investment, Kaiyuan
Logistics, and Kaiyuan Auto Trade.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Section
3.09                Organization of PRC
Subsidiaries.  Section 3.09 of the Disclosure Schedule sets
forth the name, the registered address, the legal representative, the date of
establishment, the directors, and the valid duration and the registered capital
of each PRC Subsidiary.  The registered capital of each of the PRC
Subsidiaries is fully paid as required in accordance with applicable PRC
laws.

     

    Section
3.10          
     Organization of each Group
Company.  Each Group Company is duly organized, validly
existing and in good standing under the laws of its place of
incorporation.  Each Group Company is duly qualified to do business in
each of the jurisdictions in which the property owned, leased or operated by
such Group Company or the nature of the business which it conducts requires
qualification, or if not so qualified, such failure or failures, singly or in
the aggregate, would not have an AutoChina Material Adverse
Effect.  Each Group Company has all requisite power and authority to
own, lease and operate its Assets and Properties and to carry on its business as
now being conducted and as presently proposed to be conducted, subject to
necessary approvals of the relevant Governmental Authorities, as presently
contemplated to be conducted.  Section 3.10 of the Disclosure Schedule
sets forth the name of each of the directors of each Group Company (excluding
the PRC Subsidiaries).

     

    Section
3.11                Authority and Corporate
Action; No Conflict.

     

    (a)           Each
Warrantor has all necessary power and authority to enter into this Agreement and
any other Transaction Documents to which it is a party and to consummate the
AutoChina Acquisition and other transactions contemplated hereby and
thereby.  All action, corporate and otherwise, necessary to be taken
by any Warrantor to authorize the execution, delivery and performance of
Transaction Documents and all other agreements and instruments delivered by any
Warrantor in connection with the AutoChina Acquisition has been duly and validly
taken.  Each of this Agreement and any other Transaction Documents to
which any Warrantor is a party has been duly executed and delivered by any
Warrantor and constitutes the valid, binding, and enforceable obligation of each
Warrantor, enforceable in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or similar laws of general application now or hereafter in
effect affecting the rights and remedies of creditors and by general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or
in equity).

     

    (b)           Neither
the execution and delivery of this Agreement or any other Transaction Documents
contemplated hereby by each Warrantor nor the consummation of the transactions
contemplated hereby or thereby will (i) conflict with, result in a breach or
violation of or constitute (or with notice or lapse of time or both constitute)
a default under, (A) the charter documents of any Warrantor or Group Company or
(B) any law, statute, regulation, order, judgment or decree or any instrument,
contract or other agreement to which any Warrantor or Group Company is a party
or by which it (or any of its Assets and Properties); (ii) result in the
creation of, or give any party the right to create, any Lien upon the Assets and
Properties of any Warrantor or Group Company; (iii) terminate or modify, or give
any third party the right to terminate or modify, the provisions or terms of any
contract to which any Warrantor or Group Company is a party; or (iv) result in
any suspension, revocation, impairment, forfeiture or nonrenewal of any permit,
license, qualification, authorization or approval applicable to any Warrantor or
Group Company.

     

    Section
3.12                Consents and
Approvals.  The execution and delivery of this Agreement and
any other Transaction Documents by each Warrantor does not, and the performance
of this Agreement and any other Transaction Documents by it will not, require
any consent, approval, authorization or other action by, or filing with or
notification to, any Governmental Authority in PRC.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
3.13                Licenses, Permits,
Etc.  The Group Companies possess or will possess prior to the
Closing all Material Permits (for the purposes of this Section 3.13, “Material Permits”
shall mean all Permits necessary to own and operate the Business, except for
those the absence of which, singly or in the aggregate, would not have an
AutoChina Material Adverse Effect).  Such Material Permits possessed
as of the date of the Agreement are as set forth on Section 3.13 of the
Disclosure Schedule.  True, complete and correct copies of the
Material Permits issued to each of the Group Companies have previously been
delivered to SCAC.  All such Material Permits are in full force and
effect and each of the Group Companies and their respective officers, directors,
employees, representatives and agents has complied, and each Group Company will
comply, and shall cause its respective officers, directors, employees,
representatives and agents to comply, with all terms of such Material Permits
and will take any and all actions necessary to ensure that all such Material
Permits remain in full force and effect and that the terms of such Material
Permits are not violated through the Closing Date.  No Group Company
is in default under any of such Material Permits.  To the Best
Knowledge of the Warrantors, no event has occurred and no condition exists
which, with the giving of notice, the passage of time, or both, would constitute
a default thereunder.  Neither the execution and delivery of this
Agreement, other Transaction Documents or other documents contemplated hereby or
thereby nor the consummation of the transactions contemplated hereby or thereby
nor compliance by any Group Company with any of the provisions hereof or thereof
will result in any suspension, revocation, impairment, forfeiture or nonrenewal
of any Material Permit applicable to the Business.

     

    Section
3.14                Taxes, Tax Returns and
Audits.

     

    (a)           To
the Best Knowledge of the Warrantors, all Tax Returns required to be filed in
respect of each of the Group Companies have been duly and timely filed, have
been prepared in compliance with all applicable Laws, and are true, correct and
complete in all material aspects.  All Taxes due and payable by each
of the Group Companies, whether or not shown as due on such Tax Returns, have
been fully paid when due, or, if at the direction of the relevant Governmental
Authorities.  Each of the Group Companies has established adequate
reserves on their respective books of account for all Taxes and for the
liability for deferred income Taxes payable in respect of each Group
Company.

     

    (b)           There
are no agreements or applications of any Group Company existing for an extension
of time for the assessment or payment of any Pre-Closing Taxes and no waivers of
the statute of limitations in respect of such Taxes.  There are no Tax
Liens on any of the Assets and Properties of any Group Company except for Liens
for Taxes not yet due.  No Group Company has received any claim from
any taxing authority in a jurisdiction in which any Group Company is or may be
subject to taxation and in which any Group Company has failed to file Tax
Returns required by that jurisdiction.

     

    (c)           No
Group Company has ever been a party to or bound by any Tax indemnity, Tax
sharing or similar agreement and no Group Company has any material liability for
any Taxes of any other Person.  Each Group Company has withheld or
deducted, in accordance with applicable Laws or the requirements of the relevant
Governmental Authorities, all Taxes or other amounts from payments to employees,
independent contractors, creditors, shareholders, or any other Persons from
which Taxes are required to be deducted or withheld and has timely paid over
such Taxes or other amounts to the appropriate Governmental Authorities to the
extent due and payable.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (d)           No
Warrantor expects, and, to the Best Knowledge of the Warrantors, no officer or
director of any Group Company expects, any authority to assert a material claim
for additional Taxes for any period for which Tax Returns have been
filed.  Section 3.14(d) of the Disclosure Schedule lists all the
relevant Governmental Authorities in charge of taxation in which Tax Returns are
filed with respect to each Group Company.  No Group Company has filed
any Tax Return that is currently the subject of audit or has been audited since
January 1, 2004.  None of the Warrantors and the Group Companies has
received any notice that any Governmental Authority will audit or examine
(except for any general audits or examinations routinely performed by such
Governmental Authorities), seek information with respect to, or make material
claims or assessments with respect to any Taxes for any period.  The
Group Companies have delivered to SCAC correct and complete copies of all annual
Tax Returns, examination reports, and statements of deficiencies assessed
against or agreed to by any Group Company for and during FY2005, FY2006, and
FY2007, and all Tax Returns, examination reports and statements of deficiencies
assessed against or agreed to by any Group Company for the nine (9) month period
ended September 30, 2008.

     

    (e)           No
Group Company (i) is currently engaged in the conduct of a trade or business
within the United States; (ii) is a corporation or other entity organized or
incorporated in the United States; (iii) has a branch or other permanent
establishment in any country outside its country of incorporation or
organization; or (iv) has United States real property interests described in
Section 897 of the United States Internal Revenue Code of 1986, as
amended.

     

    Section
3.15                Financial
Statements.  Prior to the execution of this Agreement, the
Warrantors have delivered to SCAC (a) the audited consolidated financial
statements of AutoChina audited by AutoChina’s Accountants, in accordance with
US GAAP for FY2005, FY2006 and FY2007 (the “FY2007 AutoChina
Consolidated Financials”), and (b) the consolidated unaudited financial
statements of AutoChina for the nine (9) month period ended September 30, 2008,
prepared in accordance with US GAAP (the “Interim
Financials”).  The FY2007 AutoChina Consolidated Financials and
the Interim Financials fairly present the financial condition and result of
operations of the Group Companies as of the respective dates thereof and for the
periods covered thereby.  The FY2007 AutoChina Consolidated Financials
and the Interim Financials are attached to this Agreement as Section 3.15 of the
Disclosure Schedule.

     

    Section
3.16               
Absence of Certain
Changes.  No Group Company has, since December 31,
2007:

     

    (a)           issued,
delivered or agreed to issue or deliver any stock, bonds or other corporate
securities (whether authorized and unissued or held in the treasury), or granted
or agreed to grant any options (including employee stock options), warrants or
other rights for the issue thereof;

     

    (b)           borrowed
or agreed to borrow any funds exceeding RMB3,000,000 (or other currency
equivalent);

     

    (c)           incurred
any obligation or liability, absolute, accrued, contingent or otherwise, whether
due or to become due exceeding RMB1,000,000 (or other currency equivalent),
except current liabilities for trade obligations incurred in the ordinary course
of business and consistent with prior practice;

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (d)           discharged
or satisfied any encumbrance exceeding RMB1,000,000 (or other currency
equivalent) other than those then required to be discharged or satisfied, or
paid any obligation or liability other than current liabilities shown on the
FY2007 AutoChina Consolidated Financials, and liabilities incurred since
December 31, 2007, in the ordinary course of business and consistent with prior
practice;

     

    (e)           sold,
transferred, leased to others or otherwise disposed of any Assets and Properties
exceeding RMB1,000,000 (or other currency equivalent), except for inventories
sold in the ordinary course of business and Assets and Properties no longer used
or useful in the conduct of its business, or canceled or compromised any debt or
claim of RMB1,000,000 or more, or waived or released any right of substantial
value;

     

    (f)           received
any written notice of termination of any Material Contract, Lease or other
agreement, or suffered any damage, destruction or loss exceeding RMB1,000,000
(or other currency equivalent) (whether or not covered by insurance) which, in
any case or in the aggregate, has had, or might reasonably be expected to have,
an AutoChina Material Adverse Effect;

     

    (g)           had
any material change in its relations with its employees, clients or insurance
carriers which has had or might reasonably be expected to have an AutoChina
Material Adverse Effect;

     

    (h)           transferred
or granted any rights under, or entered into any settlement regarding the breach
or infringement of, any Intellectual Property or modified any existing rights
with respect thereto;

     

    (i)       
    declared or made, or agreed to declare or make, any
payment of dividends or distributions of any Assets and Properties of any kind
whatsoever to any shareholder of any Group Company or any affiliate of any
shareholder of any Group Company, or purchased or redeemed, or agreed to
purchase or redeem, any of its share capital, or made or agreed to make any
payment to any shareholder of any Group Company or any affiliate of any
shareholder of any Group Company, whether on account of debt, management fees or
otherwise;

     

    (j)           suffered
any other AutoChina Material Adverse Effect; or

     

    (k)           entered
into any agreement or made any commitment to take any of the types of action
described in any of the foregoing clauses (other than clauses (f), (g) or
(j)).

     

    Section
3.17  
             No Undisclosed
Liabilities.  No Group Company has any other liabilities,
whether known or unknown, absolute, accrued, contingent or
otherwise.

     

    Section
3.18                Tangible Personal
Property.  The Group Companies are in possession of and have
good title to, or have valid leasehold interests in or valid contractual rights
to use all tangible personal property used in the conduct of the Business,
including the tangible personal property reflected in the FY2007 AutoChina
Consolidated Financials and tangible personal property acquired since December
31, 2007 (collectively, the “Tangible Personal
Property”).  All Tangible Personal Property is free and clear
of all Liens, other than Permitted Liens, and is in good order and condition,
ordinary wear and tear excepted, and its use complies in all material respects
with all applicable Laws.  None of the Group Companies has granted any
lease, sublease, tenancy or license of any portion of the Tangible Personal
Property.  During the three (3) year period prior to the date hereof,
the operations of the Business, as a whole, or of any Group Company, have not
been interrupted for a period of more than twenty-four (24) consecutive hours in
any twelve (12) month period due to inadequate maintenance of the Tangible
Personal Property.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Section
3.19                Non-Real Estate
Leases.  There are no Assets and Properties (other than Real
Property and Real Estate Leases) involving an annual rental payment of
RMB250,000 or more that are leased from any third party under an existing lease
that are possessed and used by any Group Company as of the date of this
Agreement in the operation of the Business.  All such leases are
referred to herein as the “Non-Real Estate
Leases.”

     

    Section
3.20                Accounts
Receivable.  The accounts receivable of each Group Company
created after December 31, 2007, but prior to the Closing Date, are bona fide
accounts receivable, created in the ordinary course of business and subject to
historical rates of uncollected liabilities, as reserved against the concerned
Group Company’s financial statements.  To the Best Knowledge of the
Warrantors, these accounts receivable are collectible within periods of time
normally prevailing in the industry at the aggregate recorded amounts
thereof.

     

    Section
3.21                Inventory.  The
inventory of each Group Company consists of items of quality and quantity
useable or saleable in the ordinary course of business at regular sales prices,
subject to (a) changes in price levels as a result of economic and market
conditions and (b) changes as a result of any industry-wide requirements of any
relevant Governmental Authorities.  Save as otherwise provided for in
the relevant supply, purchase or sale contract regarding the inventory or by
operation of law, each of the Group Companies has good and marketable title to
all inventory used in its business.

     

    Section
3.22                Contracts.

     

    (a)           Section
3.22(a) of the Disclosure Schedule (with paragraph references corresponding to
those set forth below) contains a true and complete list of each of the
following Contracts, to which any Group Company is a party or by which any of
its respective Assets and Properties is currently bound (including Contracts
that have expired by their terms or otherwise terminated but have liabilities
that continue to attach to any Group Company) (the “Material
Contracts”):

     

    (i)           (A)
any Contract providing for a commitment of employment or consultation services
for a specified or unspecified term which involves payments of RMB100,000 or
more per year, the name, position and rate of compensation of each Person party
to such a Contract and the expiration date of each such Contract; and (B) any
written or unwritten promises or courses of conduct involving an obligation of
any Group Company to make payments to any employee, consultant, or agent of any
Group Company of RMB100,000 or more per year, other than with respect to salary
or incentive compensation payments in the ordinary course of
business;

     

    (ii)          all
Contracts with any Group Company containing a provision prohibiting or limiting
the ability of any Group Company to engage in any business activity, which
prohibition or limitation would result in, or could reasonably be expected to
result in, have an AutoChina Material Adverse Effect, or compete with any
Person;

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (iii)        all
partnership, joint venture, shareholders’ or other similar Contracts with any
Person;

     

    (iv)        all
Contracts relating to any Indebtedness of any Group Company in the amount of
RMB1,000,000 or more;

     

    (v)         all
Contracts between any Group Company and all the top-10 suppliers of the Group
Companies in the aggregate;

     

    (vi)        all
Contracts involving the grant of a license by any party (other than AutoChina)
and involving payments of RMB1,000,000 or more, except standard licenses
purchased by any Group Company for off-the-shelf software;

     

    (vii)       all
Contracts relating to (A) the future disposition or acquisition of any
Assets and Properties with a value of RMB1,000,000 or more, other than
dispositions or acquisitions in the ordinary course of business consistent with
past practice, and (B) any Acquisition Proposal;

     

    (viii)      any
Contract which involves payment by or to any Group Company in the amount of
RMB500,000 or more between or among any Group Company, on the one hand, and any
AutoChina Shareholder, or officer, director, Affiliate or Associate of AutoChina
Shareholder or any Associate of any such officer, director or Affiliate (other
than any Group Company), on the other hand;

     

    (ix)         all
collective bargaining or similar Labor Contracts;

     

    (x)          all
Contracts in which any Group Company agrees to provide
indemnification;

     

    (xi)         all
Contracts that (A) limit or contain restrictions on the ability of any Group
Company (x) to declare or pay dividends on, to make any other distribution in
respect of or to issue or purchase, redeem or otherwise acquire its capital
shares, (y) to incur Indebtedness, to incur or suffer to exist any Lien or to
purchase or sell any Assets and Properties, in each case, the contractual value
thereof being RMB250,000 or more, (z) to change the lines of business in which
it participates or engages or to engage in any Acquisition Proposal or (B)
require any Group Company to maintain specified financial ratios or levels of
net worth or other indicia of financial condition;

     

    (xii)        all
other Contracts (other than those executed in the ordinary course of business)
that are reasonably likely to involve the payment or potential payments,
pursuant to the terms of any such Contract, by or to any Group Company of more
than RMB1,000,000 in the aggregate and that involve rights or obligations that
extend for more than one year from the date of execution of such Contract;
and

     

    (xiii)       all
Contracts, including but not limited to, dealer or distributor agreements, and
franchise agreements, between any Group Company and the automobile suppliers
relating to the (i) sale of certain brands of vehicles and (ii) distribution or
supply of vehicles.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (b)           Each
Material Contract is in full force and effect and constitutes a legal, valid and
binding agreement, enforceable in accordance with its terms, of each party
thereto; and neither any Group Company nor, to the Best Knowledge of any
Warrantor, any other party to any Material Contract is, or has received notice
that it is, in material violation or breach of or default under any such
Material Contract (or with notice or lapse of time or both, would be in material
violation or material default under any such Material Contract) or that another
party to a Material Contract listed in Section 3.22(a) of the Disclosure
Schedule intends to cancel, terminate or refuse to renew such Material
Contract.

     

    (c)           None
of the Group Companies is a party to or bound by any Contract that could result,
individually or in the aggregate with any other such Contracts, in an AutoChina
Material Adverse Effect.

     

    (d)           AutoChina
has delivered to SCAC true and complete copies (or, if not in writing,
reasonably complete and accurate written descriptions) of each Material Contract
or other arrangement required to be listed on Section 3.22(a) of the Disclosure
Schedule, together with all amendments and supplements thereto.

     

    Section
3.23                Intellectual Property
Rights.

     

    (a)           Each
Group Company (i) has independently developed and owns free and clear of all
claims, security interests, liens and other encumbrances, or (ii) has the valid
right or license, to use all products, materials, software, tools, software
tools, computer programs, specifications, improvements, discoveries, enterprise
or business names, logos, data, information and inventions, and all
documentation and media constituting, describing or relating to the foregoing
that is required or used in its business as currently conducted or as proposed
to be conducted together with all Proprietary Rights in or to all of the
foregoing (collectively, the “Group Company
Technology”).  The processes and methods employed, the services
provided, the businesses conducted, and the products manufactured, used or dealt
in by each Group Company does not, or at the time of being employed, provided,
conducted, manufactured, used or dealt in did not infringe the rights of any
other Person in any Proprietary Rights.  There is not, nor has there
been at any time, any unauthorized use or infringement by any Person of any of
the Group Company Technology.

     

    (b)           Each
of the Group Company’s registered patents, copyrights, trademarks and service
marks are in full force and effect, are not subject to any taxes, and each Group
Company is current on all the maintenance fees with respect
thereto.

     

    (c)           No
current or former employee, contractor or consultant of a Group Company has
developed any Group Company Technology that is subject to any agreement under
which such employee, contractor or consultant has assigned or otherwise granted
to any third party any rights in or to such Group Company
Technology.

     

    (d)           Each
Group Company has used commercially reasonable efforts to maintain and
diligently enforce commercially reasonable procedures to protect all
confidential information relating to the Group Company Technology.

     

    (e)           No
Group Company owns or possesses any Proprietary Rights.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Section
3.24                Title to and Condition of
Assets.

     

    (a)           Except
as set forth in Section 3.24(a) of the Disclosure Schedule, each of the Group
Companies has good and marketable title to all the Real Property owned by
it.  None of such Real Property is subject to any Lien, option to
purchase or lease, easement, restriction, covenant, condition or imperfection of
title or adverse claim of any nature.

     

    (b)           To
the Best Knowledge of the Warrantors, all buildings, structures, improvements,
fixtures, facilities, equipment, all components of all buildings, structures and
other improvements included within the Real Property, including, but not limited
to, the roofs and structural elements thereof and the heating, ventilation, air
conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water,
paving and parking equipment, systems and facilities included therein conform in
all material respects to all applicable Laws of every Governmental Authority
having jurisdiction over any of the Real Property, and every instrumentality or
agency thereof.  To the Best Knowledge of the Warrantors, there are no
unsatisfied requests for any repairs, restorations or improvements to the Real
Property from any Governmental Authority.  There are no outstanding
Contracts made by any Group Company for any improvements to the Real Property
for which there is an outstanding amount payable of RMB500,000 or
more.  No person, other than the Group Companies, owns any equipment
or other tangible assets or properties situated on the Real Property material to
the operation of the Business.

     

    (c)           The
use and operation of the Real Property is in full compliance in all material
respects with all applicable Laws, covenants, conditions, restrictions,
easements, disposition agreements and similar matters affecting the Real
Property and, effective as of the Closing, each of the Group Companies shall
have the right under all applicable Laws to continue the use and operation of
the Real Property in the conduct of the Business.  During the three
(3) year period prior to the date hereof, no Group Company has received any
written notice of any material violation (or claimed material violation) of or
investigation of such material violation (or claimed material violation)
regarding any applicable Laws in relation to the Real Property, which notice or
investigation resulted in a penalty or fine in an amount equal to RMB10,000 or
more or resulted in any order restricting the use by any Group Company of any
Real Property.

     

    (d)           To
the Best Knowledge of the Warrantors, none of the buildings, structures and
other improvements located on the Real Property, the appurtenances thereto or
the equipment therein or the operation or maintenance thereof violates any
restrictive covenant or encroaches on any property owned by others or any
easement, right of way or other encumbrance or restriction affecting or
burdening such Real Property in any manner, nor does any building or structure
of any third party encroach upon the Real Property or any easement or right of
way benefiting the Real Property.

     

    (e)           No
Group Company has received written notice of, or otherwise had knowledge of, any
condemnation, fire, health, safety, building, environmental, Hazardous
Substances, pollution control, zoning or other land use regulatory proceedings
instituted but not settled which would have an effect on the ownership, use and
operation of any portion of the Real Property for its intended purpose or the
value of any material portion of the Real Property.

     

    (f)           To
the Best Knowledge of the Warrantors, all the facilities and utilities required
by the operations of the Business or otherwise required by any applicable Law
are installed to the property lines of the Real Property, are connected pursuant
to valid permits to municipal or public utility services or proper drainage
facilities to permit full compliance with the requirement of all
Laws.  As of the date hereof, no Group Company has received any
written notice notifying the existence of any fact or circumstance which could
result in the termination or reduction of the current access from the Real
Property to existing roads or to sewer or other utility services presently
serving the Real Property.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (g)           All
Permits, certificates, easements and rights of way, including proof of
dedication, as applicable, required from all Governmental Authorities having
jurisdiction over the Real Property for the use and operation of the Real
Property in the conduct of the Business and to ensure vehicular and pedestrian
ingress to and egress from the Real Property have been obtained.

     

    (h)           No
Group Company has received written notice and has any knowledge of any pending
or threatened condemnation proceeding affecting the Real Property or any part
thereof or of any sale or other disposition of the Real Property or any part
thereof in lieu of condemnation.

     

    (i)         
  No portion of the Real Property, during the three (3) year period
prior to the date hereof, has suffered any material damage by fire or other
casualty which has not heretofore been completely repaired and restored to its
original condition.

     

    (j)        
   To the Best Knowledge of the Warrantors, there are no
encroachments or other facts or conditions affecting the Real Property which
would, individually or in the aggregate, interfere in any material respect with
the use, occupancy or operation thereof as used, occupied and operated in the
conduct of the Business.

     

    (k)           Section
3.24(k) of the Disclosure Schedule contains an accurate and complete list and
description of all real estate and the improvements (including buildings and
other structures) located on such real estate (collectively, “Real Property”)
currently or to be in the possession of any Group Company or used by any Group
Company in its business and operation, including (a) all Real Property owned by
any Group Company (the “Owned Real Property”)
and (b) all Real Property leased by any Group Company from third parties (the
“Leased Real
Property”).  No Group Company is the owner or lessee of, or
subject to any agreement or option to own or lease, any real property or any
interest in any real property which is used or to be used in the business of
such Group Company, other than the Real Property.

     

    (i)           With
respect to Owned Property:

     

    (A)          the
relevant Group Company holds valid, good and marketable title free and clear of
any Encumbrance, has obtained proper land use right certificates and/or building
ownership certificates and all such title and certificates are legal, valid,
binding and enforceable;

     

    (B)           the
Owned Real Property can be sold, leased or mortgaged to third parties according
to the ordinary PRC legal procedures;

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (C)           the
Owned Real Property was acquired or constructed in accordance with all
applicable laws.  All agreements or contracts pursuant to which the
Owned Real Property was acquired (the “Property Acquisition
Contracts”) were duly executed and constitute legal, valid and binding
obligations of and enforceable against the relevant parties in accordance with
their respective terms.  Each Group Company, as the case may be, has
duly performed and complied in all respects with each of its obligations under
the Property Acquisition Contracts, has duly and fully paid the land premium,
land or building transfer prices and all taxes and fees in connection with such
acquisition.  All authorizations required for the construction of any
Owned Real Property have been duly obtained.  No circumstance exists
that any Owned Real Property may be treated as illegal
construction.  There are no outstanding claims, disputes, complaints,
notices, orders or proceedings relating to or affecting any Owned Real Property;
and

     

    (D)           no
Owned Real Property, nor its location, use, operation or maintenance for the
purpose of carrying on the business of any Group Company, violates any
restrictive covenant or any provision of any law or encroaches on any property
owned by any other Person.  No condemnation or expropriation
proceeding is pending or, to the knowledge of the Group Companies, threatened
which would preclude or impair the use of any of the Owned Real Property for the
purposes for which they are currently used.

     

    (ii)          With
respect to the Leased Real Property:

     

    (A)           true
copies of all lease agreements in relation to the Leased Real Property (the
“Real Estate
Leases”) have been provided to SCAC;

     

    (B)           each
Real Estate Lease is in good standing, creates a good and valid leasehold estate
in the Leased Real Property thereby demised and is in full force and effect
without amendment and enforceable against the relevant parties in accordance
with their respective terms, except where the failure to be in such good
standing, full force and effect would not have an AutoChina Material Adverse
Effect;

     

    (C)           each
Real Estate Lease has been properly registered in the competent authority,
except where the failure for such payment would not have an AutoChina Material
Adverse Effect;

     

    (D)           all
rents and additional rents have been duly paid;

     

    (E)           no
waiver, indulgence or postponement of the lessee’s obligations has been granted
by the lessor;

     

    (F)           there
exists no event of default or event, occurrence, condition or act which, with
the giving of notice, the lapse of time or the happening of any other event or
condition, would become a default under the Real Estate Lease;

     

    (G)           to
the knowledge of each Group Company, as the case may be, all of the covenants to
be performed by any other party under each Real Estate Lease have been fully
performed; and

     

    (H)           there
are no circumstances, to the knowledge of the Group Companies, which may give
rise to the termination of any Real Estate Lease or the termination of the
continued possession, occupation, use or enjoyment of the Leased Real
Property.  None of the Group Companies has received any notice from
any PRC governmental entities alleging that its lease, possession or use of any
of the Leased Real Property is in violation of any applicable laws in the
PRC.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Section
3.25                Employee Plans; Labor
Matters.  Other than statutory social insurance plans operated
under the Laws of the PRC or any statutory employee benefits under the Laws of
the PRC, none of the Group Companies provides or is obligated to provide any
retirement, social insurance, life insurance, medical, dental or other welfare
benefits provided on ill-health, injury, death disability or on termination of
employment (whether voluntary or involuntary) to any current or former
employees, officers, consultants, independent contractors or agents of any Group
Company.  None of the Group Companies is a party to or is bound by any
currently effective deferred compensation agreement, bonus plan, incentive plan,
profit sharing plan, retirement agreement, vacation, hospitalization, medical or
other plan, policy, trust or arrangement or other employee compensation
agreement (other than those statutorily required under the Laws of the
PRC).  Except as specifically described in the Section 3.25 of the
Disclosure Schedule, each of the Group Companies has complied with all
applicable Laws relating to any of the Benefit Plans, all such contributions and
payments required to be made by any employees of the Group Companies with
respect to the employee benefits have been fully deducted and paid to the
relevant Governmental Authority, and no such deductions have been challenged or
disallowed by any Governmental Authority or any employee of any Group
Company.  Each Group Company has executed labor contracts with all of
its employees and discharged its obligations as employer in accordance with such
labor contracts and Laws of the PRC and forms of each such labor contract
currently in effect.  Section 3.25 of the Disclosure Schedule contains
an accurate and complete list of each Group Company, all the employees of such
Group Company, and indicates whether or not each employee has entered into a
labor contract with such Group Company, in form(s) that have been reviewed by
SCAC.

     

    Section
3.26                Compliance with
Law.  Except as set forth in Section 3.26 of the Disclosure
Schedule, all consents, licenses, approvals, orders, authorizations or
registrations, qualifications, designations, declarations or filings with any
Governmental Authority (“Governmental
Authorizations”) on the part of each Warrantor or Group Company required
in connection with the consummation of the transactions contemplated herein and
by the Transaction Documents to which it is a party have been obtained and are
effective as of the date of this Agreement or shall be effective as of the
Closing Date.  None of the Group Companies or the Warrantors is in
violation of any applicable statute, rule, regulation, order or restriction of
any domestic or foreign government or any instrumentality or agency thereof
(including but not limited to SAFE, the Ministry of Commerce, the State
Administration for Industry and Commerce and the China Securities Regulatory
Commission and their respective provincial and local branches) in respect of the
conduct of its business or the ownership of its properties.  Each
Group Company has all franchises, permits, licenses and any similar authority
necessary for the conduct of its business as currently conducted and as proposed
to be conducted.  None of the Group Companies is in default under any
of such franchises, permits, licenses or other similar authority.  All
applicable laws of the PRC, including but not limited to (i) the Provisions for
Foreign Investors to Merge and Acquire Domestic Enterprises (关于外国投资者并购境内企业的规定(2006年第10号)) jointly
promulgated by the Ministry of Commerce, the State-owned Assets Supervision and
Administration Commission, China Securities Regulatory Commission, the State
Administration for Industry and Commerce, the State Administration of Taxation
of the PRC and SAFE on August 8, 2006, with effect from September 8, 2006, (ii)
the SAFE Circulars (to the extent they are applicable), and (iii) the
Anti-Unfair Competition Law (反不正当竞争 法) issued by the
Standing Committee of the National People’s Congress on September 2, 1993 with
effect from December 2, 1993, to the extent applicable, including approvals to
operate its business from (A) the Ministry of Commerce in accordance with the
Measures for the Implementation Rules for Management of Brand-specific Auto
Sales, and (B) each of the Ministry of Communications and the Ministry of
Commerce in accordance with the Provisions on the Administration of
Foreign-funded Road Transport Services, have been and will continue to be fully
complied with, and all requisite registrations and/or receipt of approvals of
the relevant PRC government agencies required in connection therewith, including
such registrations as is required under the SAFE Circulars, to the extent
applicable, in relation thereto have been duly and lawfully obtained and are in
full force and effect and there exist no grounds on which any such approval may
be cancelled or revoked or the PRC Subsidiaries or their legal representatives
may be subject to liability or penalties for material misrepresentation or
failure to disclose material information to the issuing SAFE
authority.  To the extent applicable, each ultimate individual
beneficial owner of the shares of any Group Company and any other party who is
required to comply with the SAFE Circulars has obtained registration with SAFE,
indicating, to the extent applicable, his or her indirect interest in any Group
Company in accordance with the SAFE Circulars and other applicable laws of the
PRC.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Section
3.27                Compliance with Foreign
Corrupt Practices Act and PRC Anti-Corruption Laws.  None of
the Group Companies nor its directors or officers has, and to the Best Knowledge
of the Warrantors, no Warrantor’s or Group Company’s employees, representatives
or agents has, to obtain or retain business, directly or indirectly offered,
paid or promise to pay, or authorized the payment of, any money or other thing
of value (including any fee, gift, sample, travel expense or entertainment with
a value in excess of US$100 in the aggregate to any one individual in any year)
or any commission payment to: (i) any person who is an official, officer, agent,
employee or representative of any Governmental Authorities or any existing or
prospective customer (whether or not government owned); (ii) any political party
or official thereof; (iii) any candidate for political or political party
office; or (iv) any other individual or entity; while knowing or having reason
to believe that all or any portion of such money or thing of value would be
offered, given, or promised, directly or indirectly, to any such official,
officer, agent, employee, representative, political party, political party
official, candidate, individual, or any entity affiliated with such customer,
political party or official or political office.  No Group Company nor
its respective directors or officers has, and to the Best Knowledge of the
Warrantors, none of their employees, representatives or agents has violated any
applicable PRC Laws that prohibit directly or indirectly making any payment
(including any kick-back or commission) or giving other thing of value
(including any fee, gift, travel expense or entertainment) to any person who is
an official, officer, agent, employee or representative of any Governmental
Authority or any existing or prospective customer (whether or not
government-owned) in order to gain any business, commercial or financial
advantage or benefit.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Section
3.28                Related-Party
Transactions.  Except for compensation to employees for
services rendered and as disclosed in the financial statements of each of the
Group Company, as of the date of this Agreement, (a) there are no inter-company
Liabilities between any Group Company, on the one hand, and any shareholder of a
Group Company, or officer, director, Affiliate or Associate of any Group Company
or any Associate of a shareholder of a Group Company or such officer, director
or Affiliate (other than any Group Company), on the other, (b) neither any
shareholder of a Group Company or any such officer, director, Affiliate or
Associate provides or causes to be provided any material Assets and Properties,
services or facilities to any Group Company, (c) none of the Group Companies
provides or causes to be provided any material Assets and Properties, services
or facilities to any shareholder of a Group Company or any such officer,
director, Affiliate or Associate and (d) none of the Group Companies
beneficially owns, directly or indirectly, any Investment Assets of any
shareholder of a Group Company or any such officer, director, Affiliate or
Associate.  No shareholder of a Group Company or any such officer,
director, Affiliate or Associate has any direct or indirect interest in excess
of one percent (1%) in any corporation, firm, association or business
organization which is a present (or potential) competitor, supplier or customer
of any Group Company nor, to the Best Knowledge of the Warrantors, does any such
Person receive income from any source other than any Group Company which relates
to the Business, or should properly accrue to, the relevant Group
Company.

     

    Section
3.29                Environmental
Matters.  Except as specifically described in the Section 3.29
of the Disclosure Schedule, prior to the date hereof:

     

    (a)           each
Group Company has complied with all then applicable Laws in relation to
environment protections;

     

    (b)           the
properties currently owned or operated by the Group Companies (including soils,
groundwater, surface water, buildings or other structures) are not contaminated
with any Hazardous Substances;

     

    (c)           no
Group Company is subject to liability for any Hazardous Substance disposal or
contamination on any third party property;

     

    (d)           no
Group Company has been associated with any release or treat of release of any
Hazardous Substance;

     

    (e)           no
Group Company has received any outstanding notice, demand, letter, claim or
request for information alleging that it may be in violation of or liable under
any environmental Laws;

     

    (f) 
          no Group Company is
subject to any orders, decrees, injunctions or other arrangements of any
Governmental Authority or is subject to any indemnity or other agreement with
any third party relating to liability under any environmental Laws of the PRC or
relating to Hazardous Substances; and

     

    (g)           there
are no circumstances or condition involving any Group Company that could
reasonably be expected as of the date hereof to result in any claims, liability,
investigations, costs or restrictions on the ownership, sue or transfer of any
property of any Group Company pursuant to any environmental Laws of the PRC,
that would have an AutoChina Material Adverse Effect.

     

    Section
3.30                Records.  The
books of account, minute books and shareholder records of each Group Company are
complete and correct in all material respects, and there have been no material
transactions involving any Group Company which are required to be set forth
therein and which have not been so set forth.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Section
3.31                Bank and Brokerage Accounts;
Investment Assets.  Section 3.31 of the Disclosure Schedule
sets forth (a) a true and complete list of the names and locations of all
banks and other financial institutions at which any Group Company has an account
or safe deposit box or maintains a banking or other similar relationship;
(b) a true and complete list and description of each such account, box and
relationship, indicating in each case the account number; and (c) a list of
the name of the record and beneficial owner thereof.

     

    Section
3.32                No Powers of
Attorney.  None of the Group Companies has any powers of
attorney or comparable delegations of authority currently outstanding, that
materially affects such Group Company.

     

    Section
3.33                Insurance.  Section
3.33 of the Disclosure Schedule sets forth a complete list and complete and
accurate description of all insurance policies involving insurance premiums of
RMB50,000 or more maintained by each of the Group Companies which are in force
as of the date hereof and the amounts of coverage thereunder.  During
the three (3) year period prior to the date hereof, no Group Company has been
refused insurance in connection with the Business, nor has any claim of
RMB100,000 or more been made in respect of any such agreements or
policies.

     

    Section
3.34                Litigation.  There
are no Actions by any Governmental Authority or Person by or against any Group
Company, nor, to the Best Knowledge of the Warrantors, any currently
contemplated potential Action by any Governmental Authority or Person against
any Group Company.  None of the Group Companies or any of their
respective Assets and Properties is subject to any Action by a Governmental
Authority or Person which would cause an AutoChina Material Adverse
Effect.

     

    Section
3.35                Disclosure of SCAC
Information.  FounderCo acknowledges that it has received all
the information that it has required relating to SCAC and the acquisition of the
SCAC Ordinary Shares.  FounderCo further represents that it has had an
opportunity to ask questions and receive answers from SCAC regarding the terms
and conditions of its acquisition of the SCAC Ordinary Shares.  The
foregoing, however, does not limit or modify the representations and warranties
of the Warrantors in this Agreement, in the other Transaction Documents or
elsewhere, or the right of SCAC to rely thereon.

     

    Section
3.36                Purchase for Own
Account.  The SCAC Ordinary Shares to be received by FounderCo
are being acquired for investment for FounderCo’s own account and not with a
view to the resale or distribution of any part thereof.  FounderCo has
no present intention of selling, granting any participation in, or otherwise
distributing the same and is subject to a six (6) month lock-up period with
respect to his/her sale or disposal of SCAC Ordinary Shares pursuant to Section
5.09 hereof.

     

    Section
3.37                No
Registration.  FounderCo is aware that the SCAC Ordinary Shares
acquired by it under this Agreement have not been registered under the
Securities Act, that their offer and sale pursuant to this Agreement are
intended to be exempt from registration under the Securities Act and the rules
promulgated thereunder by the SEC, and that such SCAC Ordinary Shares cannot be
sold, assigned, transferred, or otherwise disposed of unless they are
subsequently registered under the Securities Act or an exemption from such
registration is available.  FounderCo is also aware that the SCAC
Ordinary Shares acquired by it have not been registered or qualified in any
jurisdiction, that sales or transfers of such SCAC Ordinary Shares may be
further restricted by non-US securities laws, the provisions of this Agreement,
the other Transaction Documents, SCAC Articles, and the New SCAC Articles, as
the case may be, and that the certificates for such SCAC Ordinary Shares will
bear appropriate legends describing the restrictions on their
transfer.  FounderCo has no immediate need for liquidity in connection
with the acquisition of SCAC Ordinary Shares, and does not anticipate that it
will be required to sell his or her SCAC Ordinary Shares in the foreseeable
future.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    Section
3.38                Suitability of
Investment.

     

    (a)           FounderCo
has not and will not, directly or indirectly, offer, sell, transfer, assign,
exchange or otherwise dispose of all or any part of the SCAC Ordinary Shares,
except as otherwise permitted under applicable Laws, including, but not limited
to, securities laws, as well as the provisions of this Agreement, the other
Transaction Documents, the New SCAC Articles, as the case may be, as long as
such documents remain in effect; and

     

    (b)           FounderCo
has determined that the SCAC Ordinary Shares are a suitable investment for
FounderCo and that FounderCo can bear the economic risk of the acquisition of
SCAC Ordinary Shares; and

     

    (c)           FounderCo
(i) certifies that FounderCo is not a “US person” within the meaning of
Rule 902 of Regulation S, and that FounderCo is not acquiring the SCAC
Ordinary Shares for the account or benefit of any such US person,
(ii) agrees to resell the SCAC Ordinary Shares only in accordance with the
provisions of Regulation S, pursuant to registration under the Securities
Act, or pursuant to an available exemption from registration and agrees not to
engage in hedging transactions with regard to such SCAC Ordinary Shares unless
in compliance with the Securities Act, (iii) agrees that any certificates
for any SCAC Ordinary Shares issued to FounderCo shall contain a legend to the
effect that transfer is prohibited except in accordance with the provisions of
Regulation S, pursuant to registration under the Securities Act or pursuant
to an available exemption from registration and that hedging transactions
involving such SCAC Ordinary Shares may not be conducted unless in compliance
with the Securities Act, and (iv) agrees that SCAC is hereby required to
refuse to register any transfer of any SCAC Ordinary Shares issued to FounderCo
not made in accordance with the provisions of Regulation S, pursuant to
registration under the Securities Act, or pursuant to an available exemption
from registration.

     

    Section
3.39                Brokers.  No
broker, finder or investment banker is entitled to any brokerage, finder's or
other fee or commission in connection with the transactions contemplated by this
Agreement based upon arrangements made by or on behalf of the Warrantors or the
Group Companies.

     

    Section
3.40                Disclosure.  No
representation or warranty by any Warrantor contained in this Agreement and no
information contained in any Schedule or other instrument furnished or to be
furnished to SCAC pursuant to this Agreement or in connection with the
transactions contemplated hereby contains or will contain any untrue statement
of a material fact or omits or will omit to state a material fact necessary in
order to make the statements contained therein not misleading.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Section
3.41                Proposed Business
Plan.  Prior to the date hereof, AutoChina has delivered to
SCAC a proposed business plan that contains, among others, detailed proposed
financial projections (including all the relevant assumptions), capital
expenditure plan, operational budgets and financial plan for FY2009 and FY2010
on an annual basis (the “Proposed Business
Plan”).  The Proposed Business Plan and the financial and other
projections contained therein were prepared in good faith based on AutoChina’s
management’s experience in the industry and on assumptions of fact and opinion
as to future events which they, at the date of the issuance of the Proposed
Business Plan, believed to be reasonable, consistent with past practice and on a
realistic basis after careful examination and due consideration of all other
relevant factors.  As of the date hereof, no facts have come to the
attention of AutoChina or the management of AutoChina which would be reasonably
expected to require the material revision of the assumptions underlying such
projections, estimates and other forward-looking information or the conclusions
derived therefrom.

     

    Section
3.42                Survival of Representations
and Warranties.  The representations and warranties of the
Warrantors set forth in this Agreement shall survive until the Remaining
Holdback Consideration Release Date.

     

    Section
3.43                Restructuring.  The
Restructuring has been completed in all respects and in compliance with all
applicable laws.  All Restructuring Agreements have been executed by
each of the parties thereto in accordance with the Restructuring
Plan.  The Restructuring has been fully completed pursuant to such
Restructuring Agreements in compliance with applicable PRC laws and
regulations.

     

    ARTICLE
4


     

    REPRESENTATIONS
AND WARRANTIES OF SCAC

     

    SCAC
represents and warrants to the Warrantors as of the date hereof and as of the
Closing as follows:

     

    Section
4.01                Organization.  SCAC
is a corporation duly organized, validly existing and in good standing under the
law of the Cayman Islands.

     

    Section
4.02                SCAC
Subsidiaries.  Except as contemplated by the AutoChina
Acquisition, SCAC does not have any subsidiaries, branches and representative
offices.

     

    Section
4.03                Authority and Corporate
Action; No Conflict.  SCAC has all necessary corporate power
and authority to enter this Agreement and the other Transaction Documents to
which it is a party and, subject to the requirement to obtain shareholder
approval, to consummate the AutoChina Acquisition and transactions contemplated
hereby and thereby.  All Board actions necessary to be taken by SCAC
to authorize the execution, delivery and performance of this Agreement, the
other Transaction Documents and all other agreements delivered in connection
with the AutoChina Acquisition has been duly and validly taken.  Each
of this Agreement and the other Transaction Documents to which SCAC is a party
has been duly executed and delivered by SCAC and constitutes the valid, binding,
and enforceable obligation of SCAC, enforceable in accordance with its terms,
except (i) as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or similar laws of
general application now or hereafter in effect affecting the rights and remedies
of creditors and by general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity), (ii) as
enforceability of any indemnification provision may be limited by federal and
state securities laws and public policy and (iii) as enforceability may be
limited by the absence of shareholder approval.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Section
4.04                Organizational
Documents.  The Memorandum of Association and Articles of
Association (the “SCAC
Articles”) as of the date hereof are in the form attached as Schedule D and
no action has been taken to amend or repeal the M&A, provided, however
the New SCAC Articles shall take effect on the Closing Date.  SCAC is
not in violation or breach of any of the provisions of the SCAC
Articles.

     

    Section
4.05                Capitalization.  As
of the date hereof, the authorized share capital of SCAC consists of 51,000,000
shares of which (i) 50,000,000 shares are designated as SCAC’s Ordinary Shares,
of which 6,468,750 shares are issued and outstanding and (ii) 1,000,000 shares
are designated as preferred shares, of which no shares are issued and
outstanding.  All issued and outstanding shares of SCAC’s Ordinary
Shares are duly authorized, validly issued, fully paid and non-assessable, and
have not been issued in violation of any preemptive or similar
rights.  At the Closing Date, SCAC will have sufficient authorized and
unissued SCAC’s Ordinary Shares to consummate the transactions contemplated
hereby.  As of the date hereof, except as for the Warrants and the
Purchase Option, there are no outstanding options, warrants, purchase
agreements, participation agreements, subscription rights, conversion rights,
exchange rights or other securities or contracts that could require SCAC to
issue, sell or otherwise cause to become outstanding any of its authorized but
unissued shares or any securities convertible into, exchangeable for or carrying
a right or option to purchase shares or to create, authorize, issue, sell or
otherwise cause to become outstanding any new class of shares.  There
are no outstanding shareholders’ agreements, voting trusts or arrangements,
registration rights agreements, rights of first refusal or other contracts
pertaining to the shares or other securities of SCAC.

     

    Section
4.06                Valid Issuance of SCAC
Ordinary Shares.  At the Closing, the SCAC Ordinary Shares to
be issued to the AutoChina Shareholders hereunder will be duly and validly
authorized and, when issued and delivered in accordance with the terms hereof
for the consideration provided for herein, will be validly issued and will have
been issued in compliance with all applicable US federal and state securities
laws and the Laws of the Cayman Islands.

     

    Section
4.07                No Redemption
Requirements.  Except for SCAC’s redemption rights with respect
to the outstanding Warrants and any warrants issuable upon the exercise of the
Purchase Option, which rights are subject to the satisfaction of certain
conditions, including but not limited to the prior consent of EarlyBirdCapital,
Inc. (“EarlyBirdCapital”)
there are no outstanding contractual obligations (contingent or otherwise) of
SCAC to retire, repurchase, redeem or otherwise acquire any outstanding shares,
or other ownership interests in, SCAC or to provide funds to or make any
investment (in the form of a loan, capital contribution or otherwise) in any
other Person.

     

    Section
4.08                No Brokers of
Finders.  No broker, finder or investment banker is entitled to
any brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of SCAC or any of its principal shareholders.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    ARTICLE
5

     

    COVENANTS
OF THE WARRANTORS

     

    Section
5.01                Conduct of the
Business.  Each Warrantor covenants and agrees that, from the
date hereof through the Closing Date, except as otherwise required as set forth
in this Agreement or with the prior written consent of SCAC, they shall, and
shall use their best efforts to cause each Group Company to:

     

    (a)           conduct
the Business only in the ordinary course and in a manner consistent with the
current practice of the Business, to preserve substantially intact the business
organization of each Group Company, to keep available the services of the
current management employees of each Group Company, to preserve, for the best
interest of any Group Company, the current relationships of each Group Company
with customers and other persons with which each Group Company has significant
business relations and to comply with all Laws in all material
aspects;

     

    (b)           not
pledge, sell, transfer, dispose or otherwise encumber or grant any rights or
interests to others of any kind with respect to all or any part of the share
capital or any equity interest of any Group Company, or enter into any
discussions or negotiations with any other party to do so;

     

    (c)           not
pledge, sell, lease, transfer, dispose of or otherwise encumber any Assets and
Properties of any Group Company, other than consistent with past practices and
in the ordinary course of business of such Group Company or enter into any
discussions or negotiations with any other party to do so;

     

    (d)           not
issue any stock or increase the registered capital, as applicable, or any other
class of securities, whether shares or debt (other than debt incurred in the
ordinary course of business and consistent with past practice) or equity, of any
Group Company or any options therefor or any securities convertible into or
exchangeable for share capital or equity interests of any Group Company or enter
into any agreements in respect of the ownership or control of such share capital
or equity interests;

     

    (e)           not
declare any dividend or make any distribution in cash, securities or otherwise
on the outstanding share capital or equity interests of any Group Company or
directly or indirectly redeem, purchase or in any other manner whatsoever
advance, transfer (other than in payment for goods received or services rendered
in the ordinary course of business), or distribute to any of their affiliates or
otherwise withdraw cash or cash equivalents in any manner inconsistent with
established cash management practices, except to pay existing indebtedness of
any Group Company;

     

    (f)       
    not make, agree to make or announce any general wage or
salary increase or, unless provided for on or before the date of this Agreement,
increase the compensation payable or to become payable to any management
employee of any Group Company or adopt or increase the benefits of any bonus,
insurance, pension or other employee benefit plan, payment or arrangement,
except for those increases, consistent with past practices, normally occurring
as the result of regularly scheduled salary reviews and increases, and except
for increases directly or indirectly required as a result of changes in
applicable law or regulations;

     

    (g)           not
to amend the charter documents (or other organizational documents) of any Group
Company;

     

    (h)           not
to merge or consolidate with, or acquire all or substantially all the Assets and
Properties of, or otherwise acquire any business operations of, any
Person;

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (i)           not
to make any payments outside the ordinary course of business; and

     

    (j)           not
make any capital expenditures, except in accordance with prudent business and
operational practices consistent with prior practice.

     

    Section
5.02                Access to
Information.

     

    (a)           Between
the date of this Agreement and the Closing Date, subject to SCAC’s undertaking
to keep confidential and protect the Trade Secrets of the Group Companies
against any illegal disclosure, each Warrantor will (i) permit SCAC and its
Representatives reasonable access to all of the books, records, reports and
other related materials, offices and other facilities and Assets and Properties
of each Group Company and the Business which are necessary for the preparation
and amendment of The Proxy Statement, the verification of the disclosures
therein pursuant to the Securities Act as well as the rules and requirements of
SEC and in response to inquiries from relevant Governmental Authorities
regarding the AutoChina Acquisition; (ii) permit SCAC and its Representatives to
make such inspections thereof as SCAC may reasonably request; and (iii) furnish
SCAC and its Representatives with such financial and operating data (including
without limitation the work papers of AutoChina’s Accountants) and other
information with respect to each Group Company and the Business as SCAC may from
time to time request pursuant to the Securities Act as well as the rules and
requirements of SEC for the preparation and amendment of The Proxy Statement and
the verification of the disclosures therein, in response to inquiries from
SCAC’s accountants, and in response to inquiries from relevant Governmental
Authorities regarding the AutoChina Acquisition.

     

    (b)           Between
the date of this Agreement and the Closing Date, SCAC shall be permitted to meet
with and interview, during normal business hours upon prior written notice, all
officers, directors and employees of each Group Company.

     

    Section
5.03                Audited Financial
Statements.  The Warrantors shall, as soon as practicable after
the date hereof, deliver to SCAC the consolidated unaudited financial statements
of the AutoChina for the twelve (12) month period ended December 31, 2008,
including a balance sheet, income statement and statement of cash flows prepared
in accordance with US GAAP, together with footnotes.

     

    Section
5.04                Insurance.  Through
the Closing Date, the Warrantors shall cause each Group Company to maintain
insurance policies providing insurance coverage for the Business and the Assets
and Properties of each Group Company of the kinds, in the amounts and against
the risks as are commercially reasonable for the businesses and risks
covered.

     

    Section
5.05                Employment
Agreements.  The Warrantors shall procure that, prior to the
Closing:

     

    (a)           each
of Founder, Chen Lei, Wei Xing, Johnson Lau, and any other “key” employees
designated by Founder (collectively, the “Key Employees”) shall
have entered into an executive employment agreement (the “Executive Employment
Agreement”) in the form of Schedule E with
SCAC, AutoChina and any other relevant Group Companies.  These
agreements generally are to provide employment terms of three (3) years include
Intellectual Property assignment and Non-Competition Period set forth in Section
5.06(g)(ii) hereof.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    (b)           all
other employees of the Group Companies shall have entered into a labor contract
(the “Labor
Contract”) with the relevant Group Company, as the case may be in a form
or forms approved by SCAC attached hereto as Schedule F.

     

    Section
5.06                Protection of Confidential
Information; Non-Competition.

     

    (a)           Confidential
Information.  FounderCo acknowledges that:

     

    (i)           As
a result of his or her share ownership of and, in some cases, employment by the
Group Companies, it has obtained secret and confidential information concerning
the Business including, without limitation, financial information, trade secrets
and “know-how,” customers, and certain methodologies (“Confidential
Information”).

     

    (ii)          the
Group Companies will suffer substantial damage which will be difficult to
compute if FounderCo should divulge Confidential Information or enter a business
which is competitive with that of the Group Companies.

     

    (iii)         The
provisions of this Section are reasonable and necessary for the protection of
the Business.

     

    (b)           Maintain
Confidentiality.  Each Warrantor agrees to not at any time
after the date hereof divulge to, or to permit any Group Company to divulge to,
any person or entity any Confidential Information obtained or learned as a
result of share ownership of AutoChina and employment by any Group Company
except (i) with the express written consent of SCAC on or before the Closing
Date and of the Board thereafter; (ii) to the extent that any such information
is in the public domain other than as a result of a breach of any obligations
hereunder; or (iii) where required to be disclosed by court order, subpoena or
other government process.  If the Warrantors or the Group Companies
shall be required to make disclosure pursuant to the provisions of clause (iii)
of the preceding sentence, each Warrantor will promptly, but in no event more
than eight (8) hours after learning of such subpoena, court order, or other
government process, notify, by personal delivery or by electronic means,
confirmed by mail, AutoChina or the relevant Group Company and, at AutoChina or
the relevant Group Company’s expense, shall: (i) take all reasonably necessary
steps required by AutoChina or the relevant Group Company to defend against the
enforcement of such subpoena, court order or other government process, and (ii)
permit AutoChina or the relevant Group Company to intervene and participate with
counsel of its choice in any proceeding relating to the enforcement
thereof.

     

    (c)           Records.  At
the Closing, each AutoChina Shareholder who is not a director or an officer or
an current employee of any Group Company will, and the Warrantors shall cause
such AutoChina Shareholder to, promptly deliver to AutoChina all original
memoranda, notes, records, reports, manuals, formula and other documents
relating to the Business, which he or she then possess or have under his or her
control; provided, however, that they shall be entitled to retain copies of such
documents reasonably necessary to document their financial relationship with
AutoChina and the relevant Group Company.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (d)           Non-Compete.  FounderCo,
and each of the Warrantors (for so long as FounderCo directly or indirectly
holds any SCAC Ordinary Shares) shall cause each director, officer or manager of
each Group Company, during the period that he or she maintains a relationship
with any Group Company as a director, officer, consultant or employee and during
the Non-Competition Period, without the prior written permission of a majority
of the Board, which majority must include an affirmative vote from at least one
(1) SCAC Nominated Director, shall not, anywhere in the PRC, Hong Kong and
Taiwan, directly or indirectly, (i) enter into the employ of or render any
services to any Person engaged in any business which is a “Competitive Business”
(as defined below); (ii) engage in any Competitive Business for his own account;
(iii) become associated with or interested in any Competitive Business as an
individual, partner, shareholder, creditor, director, officer, principal, agent,
employee, trustee, consultant, advisor or in any other relationship or capacity;
(iv) employ or retain, or have or cause any other person or entity to employ or
retain, any person who was employed or retained by any Group Company in the six
(6) month period prior to the date that all relationships of such person
terminates with any Group Company; or (v) solicit, interfere with, or endeavor
to entice away from any Group Company, for the benefit of a Competitive
Business, any of its customers or other persons with whom any Group Company has
a business relationship.  However, nothing in this Agreement shall
preclude FounderCo or any director, officer or manager of any Group Company from
investing his or her personal assets in the securities of any corporation or
other business entity which is engaged in a Competitive Business if such
securities are traded on an internationally recognized stock exchange, such
investment does not result in his or her beneficially owning, at any time, more
than one percent (1%) of the publicly-traded equity securities of such
Competitive Business, and such person does not have any other relationship with
such Competitive Business.

     

    (e)           Injunctive
Relief.  If FounderCo or any director, officer or manager of
any Group Company breaches, or threatens to breach, any of the provisions of
Section 5.06 (b), (c) or (d), SCAC shall have the right and remedy to have the
provisions of this Section 5.06 specifically enforced by any Governmental
Authority, it being acknowledged and agreed by each Warrantor that any such
breach or threatened breach will cause irreparable injury to SCAC and the Group
Companies and that money damages will not provide an adequate
remedy.

     

    (f)        
   Modification of
Scope.  If any provision of Section 5.06(b), Section 5.06(c) or
Section 5.06(d) is held to be unenforceable because of the scope, duration or
area of its applicability, the Governmental Authority making such determination
shall have the power to modify such scope, duration, or area, or all of them,
and such provision or provisions shall then be applicable in such modified
form.

     

    (g)           Competitive
Business.  As used in this Agreement,

     

    (i)           “Competitive Business”
shall mean any business which operates in any aspect of the Business;
and

     

    (ii)          “Non-Competition
Period” shall mean the period beginning on the Closing Date and ending on
one (1) year after the date all relationships between FounderCo or a director or
an officer of any Group Company, on one hand, and SCAC and any Group Company, on
the other hand, have been terminated, including relationships as a director,
officer, consultant or employee.

     

    Section
5.07                Post-Closing
Assurances.  The Warrantors from time to time after the Closing
will take such other actions and execute and deliver such other documents,
certifications and further assurances as SCAC shall reasonably require in order
to manage and operate the Group Companies and the Business, including but not
limited to executing such certificates as may be reasonably requested by SCAC’s
accountants in connection with any audit of the financial statements of any
Group Company for any period through the Closing Date.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    Section
5.08                No Other
Negotiations.

     

    (a)           For
a period commencing from the date of this Agreement until the Closing Date, the
Warrantors will not take, nor will they permit any Group Company (or authorize
or permit any investment banker, financial advisor, attorney, accountant or
other Person retained by or acting for or on behalf of any Group Company, and/or
FounderCo) to take, directly or indirectly, any action to initiate, assist,
solicit, receive, negotiate, encourage or accept any offer, inquiry or proposal
from any Person (i) to engage in any Acquisition Proposal with any Group
Company and/or FounderCo, (ii) to reach any agreement or understanding
(whether or not such agreement or understanding is absolute, revocable,
contingent or conditional) for, or otherwise attempt to consummate, any
Acquisition Proposal with any Group Company and/or FounderCo or (iii) to
participate in discussions or negotiations with or to furnish or cause to be
furnished any information with respect to any Group Company or afford access to
the Assets and Properties or Books and Records of any Group Company to any
Person (other than as contemplated by Section 5.02) who any Warrantor (or any
such Person acting for or on their behalf) knows or has reason to believe is in
the process of considering any Acquisition Proposal relating to any Group
Company.

     

    (b)           For
a period commencing from the date of this Agreement until the Closing Date, the
Warrantors will,
and will cause any Group Company to, immediately cease any and all existing
activities, discussions or negotiations with any parties conducted heretofore
with respect to any of the actions set forth in Section 5.08(a) above, if
applicable.  The Warrantors will promptly (i) notify
SCAC if any Group Company and/or any AutoChina Shareholder receives any proposal
or inquiry or request for information in connection with an Acquisition Proposal
or potential Acquisition Proposal and (ii) notify SCAC of the significant terms
and conditions of any such Acquisition Proposal including the identity of the
party making an Acquisition Proposal.

     

    Section
5.09                Lock-up.  FounderCo
hereby undertakes that it will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, any SCAC Ordinary Shares received
by it under Section 1.02 of this Agreement, enter
into a transaction that would have the same effect, or enter into any swap,
hedge or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of such SCAC Ordinary Shares, whether any of
these transactions are to be settled by delivery of any such SCAC Ordinary
Shares, in cash or otherwise, or publicly disclose the intention to make any
offer, sale, pledge or disposition, or to enter into any transaction, swap,
hedge or other arrangement, for a period of six (6) months from the date of
issuance of such SCAC Ordinary Shares.

     

    Section
5.10                No Securities
Transactions.  None of FounderCo or any of their Affiliates,
directly or indirectly, shall engage in any transactions involving the
securities of SCAC prior to the time of the making of a public announcement of
the transactions contemplated by this Agreement.  Each of the Group
Companies shall cause each of its officers, directors, employees, agents and
representatives to comply with the foregoing requirement.

     

    Section
5.11                Fulfillment of
Conditions.  The Warrantors shall use their best efforts to
fulfill the conditions specified in ARTICLE 8 to the extent that the fulfillment
of such conditions effectuates and consummates the AutoChina
Acquisition.  The foregoing obligation includes (a) the execution and
delivery of documents necessary or desirable to consummate the transactions
contemplated hereby and (b) taking or refraining from such actions as may be
necessary to fulfill such conditions (including using their best efforts to
conduct the Business in such manner that on the Closing Date the representations
and warranties of the Warrantors contained herein shall be accurate as though
then made, except as contemplated by the terms hereof).

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    Section
5.12                Disclosure of Certain
Matters.  From the date hereof through the Closing Date, each
Warrantor shall give SCAC prompt written notice of any event that occurs that
(a) would be required to be disclosed under this Agreement, (b) would cause any
of the representations and warranties of each Warrantor contained herein to be
inaccurate or otherwise misleading, (c) gives any Warrantor any reason to
believe that any of the conditions set forth in ARTICLE 8 will not be satisfied,
(d) would likely result in an AutoChina Material Adverse Effect or (e) would
require any amendment or supplement to the Proxy Statement.

     

    Section
5.13                Regulatory and Other
Authorizations; Notices and Consents.

     

    (a)           The
Warrantors shall use their best efforts to obtain all authorizations, consents,
orders and approvals of all Governmental Authorities and officials that may be
or become necessary for their execution and delivery of, and the performance of
their obligations pursuant to, this Agreement and any other Transaction
Documents and will cooperate fully with SCAC in promptly seeking to obtain all
such authorizations, consents, orders and approvals.

     

    (b)           The
Warrantors shall give promptly such notices to third parties and use its or
their best efforts to obtain such third party consents and estoppel certificates
as SCAC may in its reasonable discretion deem necessary or desirable in
connection with the transactions contemplated by this Agreement.

     

    (c)           SCAC
shall cooperate and use all reasonable efforts to assist each Warrantor in
giving such notices and obtaining such consents and estoppel certificates;
provided, however, that SCAC shall have no obligation to give any guarantee or
other consideration of any nature in connection with any such notice, consent or
estoppel certificate or to consent to any change in the terms of any agreement
or arrangement which SCAC in its sole discretion may deem adverse to the
interests of SCAC, AutoChina or the Business.

     

    Section
5.14                Related
Tax.  Each AutoChina Shareholder covenants and agrees to pay,
and the Warrantors shall cause each AutoChina Shareholder to pay, any tax and
duties assessed by any Governmental Authority of the PRC on such AutoChina
Shareholder’s receipt of any Share Payment and other consideration paid by SCAC
pursuant to this Agreement.

     

    Section
5.15                AutoChina
Information.  As a condition to SCAC (a) filing with the SEC
the Proxy Statement and (b) calling and holding the SCAC Shareholders’ Meeting
(as hereinafter defined), as well as making other filings or submissions with
the SEC with respect to the transactions contemplated herein, the Warrantors
will furnish to SCAC such information as is reasonably required by SCAC for the
preparation and amendment of the Proxy Statement and such other filings or
submissions in accordance with the requirements and requests of the SEC,
including full and accurate descriptions of the Business, material agreements
affecting the Business, the Group Companies, the AutoChina Shareholders and the
FY2007 Combined Financials as required by the rules and regulations of the SEC
for Proxy Statement disclosure (collectively, “AutoChina
Information”).  The AutoChina Information will not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements in the AutoChina Information not
misleading.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    Section
5.16                Interim Financial
Information.  From the date of this Agreement until the
Closing, the Group Companies shall provide to SCAC a copy of a monthly balance
sheet, income statement and cash flow statement on an individual and
consolidated basis for the Group Companies, together with such further
explanation and information with respect thereto as may be reasonably requested
by SCAC.  The above interim financial information shall be delivered
to SCAC within thirty (30) days following the end of each monthly
period.  The Group Companies will prepare the above financial
information in good faith in accordance with PRC GAAP.  Upon
reasonable request of SCAC in writing based on the requirements of the
Securities Act or the rules and requirements of the SEC, the Warrantors shall,
within forty-five (45) days after the date of such written request of SCAC,
deliver to SCAC unaudited interim consolidated financial statements of each of
AutoChina, reviewed by the AutoChina’s Accountants in accordance with US GAAP
for such interim period as stated in the written request.

     

    Section
5.17                Chuanglian.

     

    (a)           Prior
to the Closing, the Warrantors shall have provided evidence to the satisfaction
of SCAC that Chuanglian’s business scope is broad enough to enable it to provide
the services contemplated under the contractual agreements with the Chuanglian
Controlled Operating Companies.

     

    (b)           At
the request of the Board, the Warrantors shall use their best efforts to cause
Chuanglian, on the one hand, to enter into certain contractual agreements with
each of the 4S Stores, Tianmei Insurance, the Transportation Companies, and
Chuanglian Auto Trade (the “Chuanglian Controlled
Operating Companies”), on the other hand, within one hundred eighty (180)
days of the Closing, that provide Chuanglian the ability to exercise de facto
control over the operations of each of the Chuanglian Controlled Operating
Companies such that each of the Chuanglian Controlled Operating Companies
qualify as a “special purpose entity” under SIC 12, “Consolidation – Special
Purpose Entities,” under IFRS or a “variable interest entity” under FIN 46 of US
GAAP and are required to be consolidated with Chuanglian for financial statement
reporting purposes and such contractual agreements shall be in compliance with
applicable PRC laws and regulations.

     

    Section
5.18                Inter-Group Company Leases
or Money Transfers.  Prior to the Closing, the Warrantors shall
provide written evidence to the satisfaction of SCAC that any Group Company
leasing land from another Group Company has entered into a lease agreement with
such other Group Company under arm’s-length terms and conditions to the
satisfaction of SCAC, and following the Closing no Group Company shall lease
land, borrow money, or withdraw a registered capital contribution from another
Group Company without the approval of a majority of the Board, which majority
must include an affirmative vote from at least one (1) SCAC Nominated
Director.

     

    Section
5.19                Real
Property.  The Warrantors shall provide written evidence to the
satisfaction of:

     

    (a)           SCAC
within six (6) months from the date of this Agreement, that each of the
following leases set forth on Schedule G has
been terminated; and

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    (b)           at
least one (1) SCAC Nominated Director within (i) eighteen (18) months of the
Closing, that (i) (A) all collectively-owned land used by any Group Company for
non-agricultural purposes has been transferred to a competent PRC Government
Authority and such PRC Governmental Authority shall have granted land use rights
to the relevant Group Company and (B) each Group Company has received building
ownership certificates for all the premises it has built on leased land or (ii)
twelve (12) months of the Closing, that an alternative plan unanimously approved
by the Board has been established to deal with the land use issues set forth in
Section 5.19(b)(i) (the “Alternative Plan”)
and a PRC legal opinion unanimously approved by the Board has been issued with
respect to the Alternative Plan.

     

    Section
5.20                Alternative
Plan.  The Warrantors covenant and agree to execute the
Alternative Plan pursuant to the terms set forth in the Alternative
Plan.

     

    Section
5.21                4S
Stores.  As soon as practicable after the date hereof, the
Warrantors shall have provided written evidence to the satisfaction of SCAC that
each 4S Store has obtained the proper authorizations to operate its business,
including but not limited to the (i) receipt of an authorized business scope to
sell the relevant brand of automobiles, (ii) inclusion on the list of Brand Auto
Sales Enterprises published by the State Administration of Industry and
Commerce, and (iii) entrance into a dealership authorization agreement or
receipt of an authorization letter from the relevant brand of
automobiles.

     

    Section
5.22                Auto Trade
Documents.  Following the date of the Agreement, the Warrantors
covenant and agree to use each of the Purchase Order Contract, Vehicle Sales
Contract, and Vehicle Operation and Service Contract attached hereto as Schedule H for
all sales under the auto trade business, and agree that such forms shall not be
changed without the approval of a majority of the Board, which majority must
include an affirmative vote from at least one (1) SCAC Nominated
Director.

     

    ARTICLE
6


     

    COVENANTS
OF SCAC

     

    Section
6.01                Proxy Statement
Filing.  SCAC shall use commercially reasonable efforts to file
with the SEC, within three (3) months after the delivery to SCAC of the FY2007
Combined Financials, the Proxy Statement (as defined in Section 6.02) for the
calling and holding of the SCAC Shareholders’ Meeting (as defined in Section
6.02).

     

    Section
6.02                SCAC Shareholders’
Meeting.  SCAC shall use commercially reasonable efforts to
cause a meeting of its shareholders (the “SCAC Shareholders’
Meeting”) to be duly called and held as soon as reasonably practicable
for the purpose of voting on the adoption and approval of, among others, this
Agreement, the AutoChina Acquisition, the New SCAC Articles and the Equity
Incentive Plan.  In connection with such meeting, SCAC (a) will use
commercially reasonable efforts to file with the US Securities and Exchange
Commission (the “SEC”) as promptly as
practicable a proxy statement meeting the requirements of the Exchange Act (the
“Proxy
Statement”) and all other proxy materials for such meeting, (b) upon
receipt of approval from the SEC, will mail to its shareholders the Proxy
Statement and other proxy materials, (c) will use commercially reasonable
efforts to obtain the necessary approvals by its shareholders of this Agreement
and the transactions contemplated hereby, and (d) will use commercially
reasonable efforts to otherwise comply with all legal requirements applicable to
such meeting.  As a condition to the filing and distribution to the
SCAC Ordinary Shareholders of the Proxy Statement, SCAC will have received the
AutoChina Information.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    ARTICLE
7


     

    ADDITIONAL
AGREEMENTS AND COVENANTS OF THE PARTIES

     

    Section
7.01                Other
Information.  If in order to properly prepare documents
required to be filed with any Governmental Authority or financial statements of
any Group Company, it is necessary that any Party be furnished with additional
information relating to any Group Company or the Business, and such information
is in the possession of any other Party or Parties, such Party may request such
other Party or Parties to, and such other Party or Parties hereby agree to use
its or their best efforts to, furnish such information in a timely manner to the
requesting Party, at the cost and expense of the requesting Party.

     

    Section
7.02                Further
Action.  Each of the Parties shall execute such documents and
other papers and take such further actions as may be reasonably required or
desirable to carry out the provisions hereof and the transactions contemplated
hereby.  Upon the terms and subject to the conditions hereof, each of
the Parties shall use commercially reasonable efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all other things necessary,
proper or advisable to consummate and make effective as promptly as practicable
the transactions contemplated by the Transaction Documents.  Without
limiting the generality of the foregoing, the Warrantors agree to use their best
efforts to cooperate with SCAC in order to obtain shareholder approval of the
transactions contemplated by the Transaction Documents, including approving
amendments to the Transaction Documents or SCAC’s SEC filings from time to time,
as may be requested by SCAC’s shareholders after filing the Proxy
Statement.

     

    Section
7.03                Public
Announcements.  From the date of this Agreement until the
Closing or termination, SCAC and each Warrantor shall cooperate in good faith to
jointly prepare all press releases and public announcements pertaining to this
Agreement and the transactions governed by it, and none of the foregoing shall
issue or otherwise make any public announcement or communication pertaining to
this Agreement or the transaction without the prior consent of SCAC (in the case
of each Warrantor) or AutoChina (in the case of SCAC), except as required by Law
or by the rules and regulations of, or pursuant to any agreement of a stock
exchange or trading system.  Each Party will not unreasonably withhold
approval from the others with respect to any press release or public
announcement.  If any Party determines with the advice of counsel that
it is required to make this Agreement and the terms of the transaction public or
otherwise issue a press release or make public disclosure with respect thereto,
it shall at a reasonable time before making any public disclosure, consult with
the other Parties regarding such disclosure, seek such confidential treatment
for such terms or portions of this Agreement or the transaction as may be
reasonably requested by the other Parties and disclose only such information as
is legally compelled to be disclosed.  This provision will not apply
to communications by any Party to its counsel, accountants and other
professional advisors.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    Section
7.04                The Board and Board of
Directors of AutoChina.

     

    (a)           Immediately
following the Closing Date, the authorized size of the Board will consist of
seven (7) persons.  The Proxy Statement of SCAC will present the
following persons as nominees for election as directors for a period commencing
from the Closing Date until the next annual general meeting of SCAC, or until
each director’s successor is elected and takes office: two (2) persons nominated
by the AutoChina Shareholders’ Representative (the “AutoChina Nominated
Directors”), two (2) persons nominated by the SCAC Shareholders’
Representative (the “SCAC Nominated
Directors”) and three (3) persons as independent non-executive director
(the “Independent
Non-Executive Directors”), provided that the Independent Non-Executive
Director candidates who are actually nominated shall be mutually agreed upon by
the AutoChina Shareholders’ Representative and the SCAC Shareholders’
Representative.  The Warrantors agree that for a period commencing
from the Closing Date and ending December 31, 2011, they shall use their best
efforts to nominate or to cause their Affiliates to nominate the directors to
the Board pursuant to this Section 7.04, subject to any obligations imposed by
law, rule or regulation on any nominating committee.  In addition, the
AutoChina Shareholders agree, and the Warrantors shall cause the AutoChina
Shareholders to agree, that, for a period commencing from the Closing Date and
ending December 31, 2011, they shall vote all SCAC Ordinary Shares then owned by
them in favor of the persons nominated as directors by the SCAC Shareholders’
Representative pursuant to this Section 7.04.  Each of AutoChina and
SCAC shall procure that the composition of the board of directors of
AutoChina after the Closing shall be identical to that of SCAC.

     

    (b)           The
Board shall, immediately following the Closing, establish an audit committee, a
nomination committee and a compensation committee.  Prior to December
31, 2011, each such committee shall consist of two (2) members, one being an
independent non-executive director nominated based on the recommendation of the
AutoChina Shareholders’ Representative and the other being the independent
non-executive director nominated based on the recommendation of the SCAC
Shareholders’ Representative.  In any event that the two (2) members
in any such committee fails to reach a consensus with respect to any matter,
such matter shall be submitted to and decided by the Board by the affirmative
consent or approval of at least six (6) members of the Board.

     

    Section
7.05                Corporate Governance
Practice.

     

    (a)           Each
of the Parties hereby agrees and undertakes that, following the Closing, it or
he or she (as the case may be) shall fully comply with, and shall cause to be
complied with, the code of business conduct, the insider trading policy, the
related party transaction procedures, the anti-corruption manual, the audit
committee charter, the compensation committee charter and the nomination
committee charter and other corporate governance policies, procedures, rules and
requirements of SCAC adopted or to be adopted from time to time by the Board
(collectively, the “Corporate Governance
Rules”).

     

    (b)           Effective
immediately following the Closing, no director, officer, committee member,
employee, agent of SCAC or any Group Company or any of their respective
delegates shall, without the affirmative consent or approval of at least six (6)
members of the Board, not take, nor shall they cause or permit SCAC or any Group
Company to take, any of the following actions (whether in a single transaction
or a series of related transactions):

     

    (i)           the
authorization, creation or issuance of any equity or debt securities, warrants,
options or other rights to acquire shares of SCAC or any Group Company, other
than grants of securities, stock options or warrants to directors or employees
of SCAC or any Group Company pursuant to the Equity Incentive Plan and the
issuance of shares upon the exercise of such options or
warrants;


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (ii)          the
declaration or payment of a distribution or dividend with respect to any of the
shares in SCAC or any Group Company, including, without limitation, the
repurchase or redemption of any such shares or equity interest (or any warrants,
options or other rights to acquire any such shares or equity
interest);

     

    (iii)         the
merger, amalgamation or consolidation of SCAC or any Group Company with any
person or any transaction in which SCAC or any Group Company immediately before
such transaction together with their affiliates do not own or control at least a
majority of the voting power of the surviving entity immediately after such
transaction (excluding any transaction effected solely for tax purposes or to
change SCAC’s or any Group Company’s domicile);

     

    (iv)         the
sale, lease, exchange, transfer, contribution, mortgage, pledge, encumbrance or
other disposition of all or substantially all of the Assets and Properties of
SCAC or any Group Company (other than mortgages of Assets and Properties to
banks to secure loans in the ordinary course of business consistent with past
practice and sound business practice), or the purchase or other acquisition by
SCAC or any Group Company (whether individually or collectively) of all or
substantially all of the Assets and Properties of another Person (except for
such purchase or acquisition within the amount set forth in the annual business
plan approved by the Board);

     

    (v)          the
making of any joint venture or partnership arrangement, or the formation of any
subsidiary, each involving capital commitment of RMB5,000,000 or more (except
for such joint venture or partnership arrangement made or any subsidiary formed
involving capital commitment within the amount set forth in the annual business
plan approved by the Board), or any voluntary dissolution, winding-up,
liquidation of any subsidiary;

     

    (vi)         the
reduction of the authorized share capital or the registered capital, as the case
may be, of SCAC or any Group Company;

     

    (vii)        the
effectuation of any recapitalization, reclassification, reorganization,
split-off, spin-off, or filing for bankruptcy with respect to SCAC or any Group
Company;

     

    (viii)  
    the approval or material amendment of the annual budget,
business plan, or operating plan (including any capital expenditure budget,
operating budget and financial plan) of SCAC or any Group Company;

     

    (ix)         the
incurrence of any indebtedness for borrowed money or the issuance, assumption,
guarantee or creation of any liability for borrowed money, the aggregate
outstanding amount of which at any given time equal to RMB5,000,000 or more
unless such liability is incurred pursuant to the then current business
plan;

     

    (x)          any
change in the size or composition of the Board or any Group Company or any
committee thereof;

     

    (xi)         any
material amendment to the terms of the Share Exchange Agreement, the
Registration Rights Agreement, any executive employment agreement or any
indemnification agreement; or

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    (xii)        any
material amendment to the Corporate Governance Rules then in
effect.

     

    Section
7.06                Equity Incentive
Plan.  The Proxy Statement of SCAC will present an equity
incentive plan (the “Equity Incentive
Plan”) substantially in the form and substance set forth in Schedule I
attached hereto for approval at the SCAC Shareholders’ Meeting.  SCAC
shall use its reasonable best efforts to ensure that, after the Closing, the
number of SCAC Ordinary Shares issuable under the Equity Incentive Plan (the
“EIP Shares”)
shall constitute ten percent (10%) of the number of (i) SCAC Ordinary Shares
issued and outstanding immediately following the Closing plus (ii) the EIP
Shares.

     

    Section
7.07                New SCAC
Articles.  The Proxy Statement of SCAC will present the New
SCAC Articles for approval at the SCAC Shareholders’ Meeting.  The New
SCAC Articles shall provide for, among others, the authorized share capital that
consists of 50,000,000 SCAC Ordinary Shares and 1,000,000 preferred shares as of
the Closing Date.

     

    Section
7.08                Approvals of PRC
Governmental Authorities.  As soon as practicable after the
date hereof, each of the Warrantors shall take all such actions as may be
required to obtain all the required Licenses and Permits of the relevant PRC
Governmental Authorities, including but limited to (i) the approval of MOFCOM in
connection with the Restructuring and the transactions contemplated hereby, (ii)
the successful completion of filing procedures with the provincial authority of
commerce by each 4S Store that engages in secondhand automobile transactions,
(iii) the successful completion of filing procedures with the original authority
of examination and approval by Chuanglian for its establishment of each Auto
Service Company, (iv) the receipt of the social insurance certificate by each
Group Company, (v) the completion of the renewals of the concurrent-business
insurance agent certificates and road transportation operation permits by each
Group Company.

     

    Section
7.09                New
Subsidiaries.  Each Warrantor covenants and agrees, if at any
time after the date hereof, any Warrantor forms, owns or acquires an entity
stake in any entity that is engaged in or related to the Business, to take all
action necessary to cause such entity to become a Subsidiary (direct or
indirect) of SCAC (a “New
Subsidiary”).

     

    Section
7.10                Survival of
Covenants.  The covenants of the Warrantors set forth in this
Agreement shall survive the Closing.

     

    ARTICLE
8


     

    CONDITIONS
TO CLOSING

     

    Section
8.01                Conditions to Each Party’s
Obligations.  The respective obligations of each Party to
consummate the transactions contemplated by this Agreement shall be subject to
the fulfillment or waiver, at or prior to the Closing, of each of the following
conditions.

     

    (a)           Permits of PRC Governmental
Authorities.  All the Permits of the relevant PRC Governmental
Authorities required in connection with the AutoChina Acquisition to the extent
that they are required to be obtained prior to the Closing under applicable PRC
Laws, shall have been duly obtained.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    (b)           Approval by SCAC’s
Shareholders.  This Agreement and the transactions contemplated
hereby shall have been approved by the holders of a majority of the outstanding
SCAC Ordinary Shares, in accordance with the SCAC Articles and the aggregate
number of SCAC Ordinary Shares held by public shareholders of SCAC who (i)
exercise their rights to convert their SCAC Ordinary Shares to cash and (ii)
vote against the transactions contemplated hereby shall not constitute forty
percent (40%) or more of the SCAC Ordinary Shares sold in SCAC’s Public
Offering.

     

    (c)           Litigation.  No
order, stay, judgment or decree shall have been issued by any Governmental
Authority preventing, restraining or prohibiting in whole or in part, the
consummation of the transactions contemplated hereby or instrumental to the
consummation of the transactions contemplated hereby, and no action or
proceeding by any Governmental Authority shall be pending or threatened
(including by suggestion through investigation) by any person, firm,
corporation, entity or Governmental Authority, which questions, or seeks to
enjoin, modify, amend or prohibit (a) the Restructuring, (b) the ownership of
the Group Companies, (c) the purchase of the AutoChina Acquisition Shares in
consideration for the issuance of the SCAC Ordinary Shares, (d) the SCAC
Shareholders’ Meeting and use of the Proxy Statement by SCAC, or (g) the conduct
or ownership (direct or indirect or beneficial) in any material respect the
Business as a whole or any material portion of the Business conducted or to be
conducted by the Warrantors.

     

    (d)           Transaction
Documents.  Each of the Transaction Documents shall have been
executed and delivered at the Closing to each relevant Party.

     

    Section
8.02                           Conditions to Obligations of
the Warrantors.  The obligations of each Warrantor to
consummate the transactions contemplated by this Agreement shall be subject to
the fulfillment or waiver, at or prior to the Closing, of each of the following
conditions:

     

    (a)           Representations and
Warranties; Covenants.  Without supplementation after the date
of this Agreement, the representations and warranties of SCAC contained in this
Agreement shall be true and correct as of the Closing, with the same force and
effect as if made as of the Closing, and all the covenants contained in this
Agreement to be complied with by SCAC on or before the Closing shall have been
complied with.

     

    Section
8.03                Conditions to Obligations of
SCAC.  The obligations of SCAC to consummate the transactions
contemplated by this Agreement shall be subject to the fulfillment or waiver, at
or prior to the Closing, of each of the following conditions:

     

    (a)           Representations and
Warranties; Covenants.  The representations and warranties of
each Warrantor contained in this Agreement, except to the extent a
representation or warranty is expressly limited by its terms to another date,
shall be true and correct in all respects as of the Closing, with the same force
and effect as if made as of the Closing, and all the covenants contained in this
Agreement (including, but not limited to, ARTICLE 5 and ARTICLE 7 hereof) to be
complied with by each Warrantor on or before the Closing shall have been
complied with, and SCAC shall have received at the Closing a certificate of each
Warrantor to such effect.

     

    (b)           Legal
Opinions.  SCAC shall have received from (i) PRC counsel to the
Warrantors a legal opinion addressed to SCAC with respect to PRC legal matters
in the form attached hereto as Schedule J and
(ii) AutoChina’s Cayman counsel a legal opinion addressed to SCAC with respect
to Cayman legal matters in the form attached hereto as Schedule K, in
each case dated as of the Closing Date.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    (c)           Waivers and
Consents.  Each Warrantor shall have obtained and delivered to
SCAC waivers and consents of all third parties required for the consummation of
the AutoChina Acquisition set forth in Schedule L.

     

    (d)           Regulatory
Approvals.  Any Governmental Authority whose approval or
consent is required in connection with the Restructuring and other transactions
contemplated hereby, including, but not limited to, the approval of MOFCOM,
shall have approved of the transactions contemplated by this
Agreement.  The registrations, filings and updates with any
Governmental Authorities as required in connection with the transactions
contemplated by this Agreement, including, but not limited to, the filings by
each of the AutoChina Shareholders or their beneficial owners with SAFE (if
required), shall have been duly completed and SCAC shall have cleared all the
comments of SEC with respect to the Proxy Statement and shall have filed with
SEC the Proxy Statement.  SCAC shall have received written
confirmation of such approvals, registrations, filings and updates.

     

    (e)           No Adverse
Change.  At the Closing, as duly certified by a director of
each of the Warrantors, there shall have been no material adverse change in the
Assets and Properties, liabilities, financial condition or prospects of the
Group Companies or the Business from that shown or reflected in the FY2007
AutoChina Consolidated Financials and as described in the Proxy
Statement.  Between the date of this Agreement and the Closing Date,
there shall not have occurred an event which, in the reasonable opinion of SCAC,
would have an AutoChina Material Adverse Effect.

     

    (f)           
Necessary
Proceedings.  All proceedings, corporate or otherwise, to be
taken by each Warrantor in connection with the consummation of the transactions
contemplated by this Agreement shall have been duly and validly taken, and
copies of all documents, resolutions and certificates incident thereto, duly
certified by each Warrantor, as appropriate, as of the Closing, shall have been
delivered to SCAC.

     

    (g)           AutoChina
Information.  The AutoChina Information, at the time of
distribution or effectiveness of each filing or submission with the SEC
containing any such information and at Closing, will accurately reflect the
Business, the Group Companies, and the AutoChina Shareholders, and the AutoChina
Information will not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements in the AutoChina
Information not misleading.

     

    (h)           Employment
Agreements.  Each of the Key Employees shall have executed and,
at the Closing, delivered the Executive Employment Agreement with SCAC and/or
the relevant Group Companies and each of all the other full-time employees of
the Group Companies shall have executed and delivered each of the Labor
Contracts.

     

    (i)        
   Equity Incentive
Plan.  The Equity Incentive Plan shall have been approved at
the SCAC Shareholders’ Meeting.

     

    (j)       
    Restructuring.  The
Warrantors shall have delivered evidence to the satisfaction of SCAC that the
Restructuring has been completed in all respects and in compliance with all
applicable laws including, but not limited to, providing updated licenses and
certificates of each Group Company, including but not limited to a foreign
exchange registration certificate and such other licenses and certificates as
the Investor may reasonably request.  All Restructuring Agreements
shall have been executed by each of the parties thereto in accordance with the
Restructuring Plan.  The Restructuring shall have been fully completed
pursuant to such Restructuring Agreements in compliance with applicable PRC laws
and regulations and the Warrantors shall have delivered evidence to the
satisfaction of SCAC that Chuanglian exercises de facto control over the
operations of the Chuanglian Controlled Companies such that each of the
Chuanglian Controlled Companies qualify as a “special purpose entity” under SIC
12, “Consolidation – Special Purpose Entities,” under IFRS or a “variable
interest entity” under FIN 46 of US GAAP and are required to be consolidated
with Chuanglian for financial statement reporting purposes.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    ARTICLE
9

     

    TERMINATION
AND ABANDONMENT

     

    Section
9.01                Methods of
Termination.  The transactions contemplated herein may be
terminated and/or abandoned at any time but not later than the
Closing:

     

    (a)           by
mutual written consent of the Parties;

     

    (b)           by
either SCAC or any Warrantor, if the Closing has not occurred by August 31,
2009;

     

    (c)           by
any Warrantor, (i) if SCAC shall have breached any of its covenants in ARTICLE 6
or ARTICLE 7 hereof in any respect or (ii) if the representations and warranties
of SCAC contained in this Agreement shall not be true and correct, at the time
made, or (iii) if such representations and warranties shall not be true and
correct at and as of the Closing Date as though such representations and
warranties were made again at and as of the Closing Date, except to the extent
that such representations are made herein as of a specific date prior to the
Closing Date, and in any such event, if such breach is subject to cure, SCAC has
not cured such breach within ten (10) Business Days of any Warrantor’s notice of
an intent to terminate;

     

    (d)           by
SCAC, (i) if any Warrantor shall have breached any of the covenants in ARTICLE 5
or ARTICLE 7 hereof in any respect or (ii) if the representations and warranties
of any Warrantor contained in this Agreement shall not be true and correct, at
the time made, or (iii) if such representations and warranties shall not be true
and correct at and as of the Closing Date as though such representations and
warranties were made again at and as of the Closing Date, except to the extent
that such representations are made herein as of a specific date prior to the
Closing Date, and in any such event, if such breach is subject to cure, and the
Warrantors have not cured such breach within ten (10) Business Days of SCAC’s
notice of an intent to terminate;

     

    (e)           by
either SCAC or any Warrantor, if at the SCAC Shareholders’ Meeting (including
any adjournments thereof), this Agreement and the transactions contemplated
hereby fail to be approved and adopted by the affirmative vote of the requisite
number of holders of SCAC Ordinary Shares, including a majority-in-interest of
the SCAC Ordinary Shares voted by the public shareholders, in accordance with
the SCAC Articles and the aggregate number of SCAC Ordinary Shares held by
public shareholders of SCAC who (i) exercise their rights to convert their SCAC
Ordinary Shares to cash in accordance with the SCAC Articles and (ii) vote
against the transactions contemplated hereby constitute forty percent (40%) or
more of the SCAC Ordinary Shares sold in SCAC’s Public Offering; or

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    (f)           by
either SCAC or any Warrantor, if this Agreement and the transactions
contemplated hereby fail to be approved and adopted by the affirmative vote of
the requisite number of the holders of SCAC Ordinary Shares in accordance with
the SCAC Articles within ninety (90) days from the date of this
Agreement.

     

    Section
9.02                Effect of
Termination.

     

    (a)           In
the event of termination and abandonment by SCAC or by any Warrantor, or both,
pursuant to Section 9.01 hereof, written notice thereof shall forthwith be given
to the other Party, and except as set forth in this Section 9.02, all further
obligations of the Parties shall terminate, no Party shall have any right
against the other Party hereto, and (i) Founder and FounderCo shall bear the
costs and expenses of each of the Warrantors and (ii)  SCAC shall bear
its own costs and expenses.

     

    (b)           Consequence of
Termination.  If the transactions contemplated by this
Agreement are terminated and/or abandoned as provided herein:

     

    (i)           each
Party hereto will return all documents, work papers and other material (and all
copies thereof) of the other Party relating to the transactions contemplated
hereby, whether so obtained before or after the execution hereof, to the Party
furnishing the same; and

     

    (ii)          all
confidential information received by each Party hereto with respect to the
business of any other Party hereto shall be treated in accordance with Section
5.06(b) hereof, which shall survive such termination or
abandonment.

     

    ARTICLE
10

     

    DEFINITIONS

     

    Section
10.01              Certain Defined
Terms.  As used in this Agreement, the following terms shall
have the following meanings:

     

    “Acquisition Proposal”
shall mean (a) a proposal for any transaction pursuant to which any Person
proposes to acquire any beneficial ownership of the outstanding equity
securities of any Group Company (including as part of any capital raising
transaction), whether from any Group Company or pursuant to a tender offer,
exchange offer, recapitalization, reorganization or otherwise; (b) a proposal
for any merger, consolidation, establishment of or investment in another legal
entity or other business combination involving any Group Company; (c) a proposal
for any other transaction or series of related transactions (including any sale,
lease, exchange, mortgage, pledge, license, transfer or other disposition)
pursuant to which any Person proposes to acquire or control a material portion
of the Assets and Properties of any Group Company; or (iv) any public
announcement of a proposal, plan, or intention to do any of the foregoing or any
agreement to engage in any of the foregoing.

     

    “Action” shall mean
any Claim, action, suit, litigation, arbitration, proceeding or investigation by
or pending before any Governmental Authority.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    “Affiliate” shall mean
any Person that directly, or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with the Person
specified.  For purposes of this definition, control of a Person means
the power, direct or indirect, to direct or cause the direction of the
management and policies of such Person whether by Contract or otherwise and, in
any event and without limitation of the previous sentence, any Person owning
fifty percent (50%) or more of the voting securities of a second Person shall be
deemed to control that second Person.  For the purposes of this
definition, a Person shall be deemed to control any of his or her immediate
family members.

     

    “Agreement” shall have
the meaning set forth in the Preamble hereof.

     

    “Assets and
Properties” of any Person shall mean all assets and properties of every
kind, nature, character and description (whether real, personal or mixed,
whether tangible or intangible, whether absolute, accrued, contingent, fixed or
otherwise and wherever situated), including the goodwill related thereto,
operated, owned or leased by such Person, including cash, cash equivalents,
Investment Assets, accounts and notes receivable, chattel paper, documents,
instruments, general intangibles, real estate, equipment, inventory, goods and
Intellectual Property.

     

    “Associate” shall
mean, with respect to any Person, any corporation or other business organization
of which such Person is an officer or partner or is the beneficial owner,
directly or indirectly, of five percent (5%) or more of any class of equity
securities, any trust or estate in which such Person has a substantial
beneficial interest or as to which such Person serves as a trustee or in a
similar capacity and any relative or spouse of such Person, or any relative of
such spouse, who has the same home as such Person.

     

    “AutoChina Material Adverse
Effect” shall mean any event, change or effect that, when taken
individually or together with all other adverse changes and effects, is or is
reasonably likely to be materially adverse to the Business, Assets and
Properties, Real Property, operations, financial condition, liquidity or
prospects of the Group Companies, in each case taken as a whole, or to prevent
or materially delay consummation of the AutoChina Acquisition or otherwise to
prevent the Warrantors from performing their obligations in any material
respects under this Agreement.

     

    “AutoChina
Shareholders” shall mean FounderCo and any other registered owner of
share capital of AutoChina prior to the Closing.

     

    “AutoChina Shareholders’
Representative” shall mean Wang or such other individual as designated by
FounderCo in writing, who has been irrevocably and fully authorized to act on
behalf of all of the AutoChina Shareholders with respect to such matters as
designated herein.

     

    “AutoChina’s
Accountants” shall mean Grobstein, Horwath & Company
LLP.

     

    “Benefit Plan” shall
mean any Plan established by any Group Company, or any predecessor or Affiliate
of them, existing at the Closing Date or prior thereto, to which any Group
Company contributes or has contributed or may have liability, or under which any
employee, former employee or director of any Group Company or any beneficiary
thereof is covered, is eligible for coverage or has benefit rights whether
provided by any Group Company or pursuant to any governmental program, or
otherwise.

     

    “Best Knowledge” shall
mean the actual or constructive knowledge that would have been acquired after
inquiry in a reasonable and diligent manner, of a Person.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    “Board” shall mean the
board of directors of SCAC.

     

    “Books and Records”
shall mean all files, documents, instruments, papers, books and records relating
to the Business of any Group Company including financial statements, Tax Returns
and related work papers and letters from accountants, budgets, pricing
guidelines, ledgers, journals, deeds, title policies, minute books, stock
certificates and books, stock transfer ledgers, Contracts, licenses, customer
lists, computer files and programs, retrieval programs, operating data and plans
and environmental studies and plans.

     

    “Business” shall mean
all the material businesses and operations conducted by the Group Companies,
including, but not limited to, the wholesale and retail sale of vehicles
(including auto trading), vehicle parts and vehicle accessories; vehicle repair
and maintenance; insurance agency; vehicle trade-in business; used car sales
business; and vehicle consulting services and vehicle storage
services.

     

    “Business Day” shall
mean a day of the year on which banks are not required or authorized to be
closed in the City of New York, Hong Kong and the PRC.

     

    “Claim” shall mean any
claim, demand, suit, proceeding or action.

     

    “Contracts” shall mean
any contract, agreement, arrangement, plan, lease, license or similar
instrument.

     

    “Control” shall mean
the possession, directly or indirectly, or as trustee or executor, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, as trustee or executor, by
contract or credit arrangement or otherwise.

     

    “Copyrights” shall
mean all copyrights, including rights in and to works of authorship and all
other rights corresponding thereto throughout the world, whether published or
unpublished, including rights to prepare, reproduce, perform, display and
distribute copyrighted works and copies, compilations and derivative works
thereof.

     

    “Disclosure Schedule”
shall mean the Disclosure Schedule attached hereto as Schedule M,
dated as of the date hereof.

     

    “EBITDA” shall mean
earnings before interest, taxes, depreciation, amortization and any adjustment
for minority interests. on a consolidated basis calculated based on the audited
financial statements prepared by the Independent Auditors in accordance with US
GAAP for any twelve (12) month period ended December 31 but for the purposes of
this Agreement excluding from any such calculation of EBITDA, any EBITDA (a)
generated by the operations of any entities acquired by or merged with SCAC
following the Closing or from one-time gains or one-time losses, including, but
not limited to, one-time gains or losses from the divestiture of any assets or
entities and (b) any impacts on such financial statements as a result of any
change of US GAAP occurring after the date such final statements were
prepared.  For the avoidance of doubt, for purposes of this Agreement,
EBITDA for FY2009 shall exclude the losses of SCAC in FY2009 incurred prior to
the Closing and shall be calculated on the assumption that the Group Companies
became subsidiaries of AutoChina as of January 1, 2009.

     

    “EBITDA Growth” shall
mean year-over-year EBITDA growth.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    “Exchange Act” shall
mean the US Securities Exchange Act of 1934, as amended.

     

    “FY2005,” “FY2006,” “FY2007,” “FY2008” “FY2009,” “FY2010,” “FY2011,” “FY2012,” and “FY2013.” shall mean,
respectively, the financial year ended December 31 of 2005, 2006, 2007, 2008,
2009, 2010, 2011, 2012, and 2013.

     

    “Governmental
Authority” shall mean any PRC or non-PRC national, supranational, state,
provincial, local or similar government, governmental, regulatory or
administrative authority, agency or commission or any court, tribunal or
judicial or arbitral body.

     

    “Governmental Order”
shall mean any order, writ, judgment, injunction, decree, stipulation,
determination or award entered by or with any Governmental
Authority.

     

    “Group Companies”
shall mean AutoChina, Fancy Think, the PRC Subsidiaries, the New Subsidiaries,
and any other direct or indirect Subsidiary of the foregoing, variable interest
entity or otherwise, if any.

     

    “Hazardous Substance”
shall mean any substances of whatever description which may cause or have a
harmful effect on the environment or the health of a person or any other living
organism including, without limitation, all pollutants, contaminants and wastes
and all poisonous, toxic, noxious, dangerous and offensive
substances.

     

    “Historical Tax
Liabilities” shall mean any Taxes that were incurred by any Group Company
or their direct or indirect shareholders on or before the Closing.

     

    “Hong Kong” shall mean
the Hong Kong Special Administrative Region of the PRC.

     

    “Indebtedness” of any
Person shall mean all obligations of such Person (i) for borrowed money,
(ii) evidenced by notes, bonds, debentures or similar instruments,
(iii) for the deferred purchase price of goods or services (other than
trade payables, installment payments or accruals incurred in the ordinary course
of business), (iv) under capital leases, or (v) in the nature of
guarantees of the obligations described in clauses (i) through
(iv) above of any other Person.

     

    “Indemnification
Agreement” shall mean the indemnification agreement to be entered into
between SCAC and each Indemnitee in the form of Schedule N
attached hereto.

     

    “Indemnitee” shall
mean each of the Board members, Founder, and other individuals as designated by
the Board.

     

    “Independent Auditors”
shall mean the then current outside independent auditors of SCAC or any
subsidiary of SCAC, as applicable.

     

    “Intellectual
Property” shall mean any intellectual property rights, including, without
limitations, Patents, Copyrights, service marks, moral rights, Trade Secrets,
Trademarks, designs and Technology, together with (a) all registrations and
applications for registration therefore, if applicable, and (b) all rights to
any of the foregoing (including (i) all rights received under any license or
other arrangement with respect to the foregoing, (ii) all rights or causes of
action for infringement or misappropriation (past, present or future) of any of
the foregoing, (iii) all rights to apply for or register any of the foregoing),
(iv) domain names and URL’s of or relating to the Business and variations of the
domain names and URL’s, (v) Contracts which related to any of the foregoing,
including invention assignment, intellectual property assignment,
confidentiality, and non-competition agreements, and (vi) goodwill of any of the
foregoing.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    “Investment Assets”
shall mean all debentures, notes and other evidences of indebtedness, stocks,
securities (including rights to purchase and securities convertible into or
exchangeable for other securities), interests in joint ventures and general and
limited partnerships, mortgage loans and other investment or portfolio
assets.

     

    “Laws” shall mean all
statutes, rules, regulations, ordinances, circulars, orders, official responses,
writs, injunctions, judgments, decrees, awards, restrictions and other generally
applicable official documents of any Governmental Authorities of the PRC, Hong
Kong, USA, the Cayman Islands or other applicable jurisdictions, including,
without limitation, applicable statutes, rules, regulations, orders and
restrictions relating to securities, taxation, investment, zoning, land use,
safety, health, environment, Hazardous Substances, pollution controls,
employment and employment practices and access by the handicapped.

     

    “Liabilities” shall
mean all Indebtedness, obligations and other liabilities of a Person (whether
absolute, accrued, contingent, fixed or otherwise, or whether due or to become
due).

     

    “Lien” shall mean any
mortgage, pledge, assessment, security interest, lease, lien, adverse claim,
levy, charge or other encumbrance of any kind, or any condition sale Contract,
title retention Contract or other Contract to give any of the
foregoing.

     

    “MOFCOM” shall mean
the Ministry of Commerce of the PRC.

     

    “New SCAC Articles”
shall mean the Amended and Restated Memorandum and Articles of Association of
SCAC in the form of Schedule O
attached hereto.

     

    “Patents” shall mean
all United States and foreign patents and utility models and applications
therefore and all reissues, divisions, re-examinations, renewals, extensions,
provisionals, continuations and continuations-in-part thereof, and equivalent or
similar rights anywhere in the world in inventions and discoveries.

     

    “Permits” shall mean
all governmental registrations, licenses, permits, authorizations and
approvals.

     

    “Permitted Lien” shall
mean (a) any Lien for Taxes not yet due or delinquent or being contested in
good faith by appropriate proceedings for which adequate reserves have been
established in accordance with US GAAP, (b) any statutory Lien arising in
the ordinary course of business by operation of Law with respect to a Liability
that is not yet due or delinquent and (c) any minor imperfection of title
or similar Lien which individually or in the aggregate with other such Liens
does not materially impair the value of the Assets and Properties subject to
such Lien or the use of such Assets and Properties in the conduct of the
Business.

     

    “Person” shall mean an
individual, partnership, corporation, joint venture, unincorporated
organization, cooperative or a governmental entity or agency
thereof.

     

    “Plan” shall mean any
employment, consulting, change of control bonus, incentive compensation,
deferred compensation, pension, profit sharing, retirement, stock purchase,
stock option, stock ownership, stock appreciation rights, phantom stock, leave
of absence, layoff, vacation, day or dependent care, legal services, cafeteria,
life, health, accident, disability, workmen’s compensation or other insurance,
severance, separation or other employee benefit plan, practice, policy agreement
or arrangement of any kind, whether written or oral, and whether or not required
by applicable Law.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    “PRC” shall mean the
People’s Republic of China, for the purposes of this Agreement, excluding the
Hong Kong Special Administrative Region, the Macao Special Administrative Region
and Taiwan.

     

    “PRC GAAP” shall mean
generally accepted accounting principles in the PRC, consistently applied with
past periods..

     

    “Pre-Closing Period Tax
Returns” shall mean all Tax Returns of the Group Companies for all
taxable periods of the Group Companies which are required to be filed on or
prior to the Closing Date.

     

    “Pre-Closing Taxes”
shall mean all Taxes payable with respect to the Pre-Closing Period Tax Returns
or Taxes with respect to Tax Returns filed after the Closing Date that relate
back to any tax period ending prior to the Closing Date.

     

    “Proprietary Rights”
shall mean all Intellectual Property and other proprietary rights, including,
without limitation, any and all foreign and domestic trade name, know-how and
all associated rights, and any and all registrations, applications, renewals,
extensions and continuations (in whole or in part) of any of the foregoing,
together with all goodwill associated therewith and all rights and causes of
action for infringement, misappropriation, misuse, dilution, unfair trade
practice or otherwise associated therewith.

     

    “Purchase Option”
shall mean the option granted to EarlyBirdCapital to purchase up to a total of
450,000 units of SCAC securities at US$8.80 per unit.  Each unit
issuable upon exercise of such option consists of one (1) SCAC Ordinary Share
and one (1) warrant that is identical to a Public Offering Warrant.

     

    “Registration Rights
Agreement” shall mean a Registration Rights Agreement by and between SCAC
and FounderCo in the form of Schedule P
attached hereto.

     

    “Release” shall mean
any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping or disposing into the
environment.

     

    “Representatives” of
each Party shall mean such Party’s employees, accountants, auditors, actuaries,
counsel, financial advisors, bankers, investment bankers and
consultants.

     

    “Restructuring” shall
mean the reorganization of the capital, ownership, and organizational structure
of the Group Companies and related transactions pursuant to the Restructuring
Agreements and as contemplated by the Memorandum on the Overseas Private Equity
Financing and IPO Structure of Kaiyuan Auto Sales Group prepared by Zhong Lun
Law Firm dated August 26, 2008 (the “Restructuring Plan”),
as may be amended or supplemented from time to time with the consent of SCAC and
AutoChina.

     

    “Restructuring
Agreements” means those certain agreements relating to the Restructuring
and governing the relationships by and among the Group Companies and their
respective shareholders following the Restructuring as more specifically set
forth in the Restructuring Plan.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    “RMB” shall mean the
official currency of the PRC.

     

    “SAFE” shall mean the
State Administration of Foreign Exchange of the PRC, including any of its
branches or divisions.

     

    “SAFE Circulars” shall
mean the Circular on Issues Relating to the Administration of Foreign Exchange
Concerning Fund Raising and Round-Trip Investment by Domestic Residents through
Offshore Special Purpose Vehicles (《关于境内居民通过境外特殊目的公司融资及返程投资外汇管理相关问题的通知》[汇发(2005)75号]) issued by SAFE
with effect from November 1, 2005, and the Circular on the Release of Operative
Directives for the Circular of the State Administration of Foreign Exchange on
Issues Relating to the Administration of Foreign Exchange Concerning Fund
Raising and Round-Trip Investment by Domestic Residents through Offshore Special
Purpose Vehicles (国家外汇管理局综合司关于印发《国家外汇管理局关于境内居民通过境外特殊目的公司融资及返程投资外汇管理有关问题的通知》操作规程的通知
[汇综发 (2007)
106号]) issued
by the General Affairs Department of SAFE with effect from May 29,
2007.

     

    “SCAC Material Adverse
Effect” shall mean any event, change or effect (excluding  any
event, change or effect resulting in any disturbance or adverse change in or to
international financial markets, international foreign exchange markets, the
international banking system or any stock, bond, futures or commodities markets
in the PRC (including Hong Kong), the USA, Europe or Asia) that, when taken
individually or together with all other adverse changes and effects, is or is
reasonably likely to be materially adverse to the business, Assets and
Properties, Real Property, operations, financial condition, liquidity or
prospects of SCAC, taken as a whole, or to prevent or materially delay
consummation of the AutoChina Acquisition or otherwise to prevent SCAC from
performing its obligations under this Agreement.

     

    “SCAC Ordinary Shares”
shall mean ordinary shares of SCAC, par value US$0.001 per share.

     

    “SCAC’s Public
Offering” shall mean the initial public offering of SCAC, in which SCAC
sold 5,175,000 units of SCAC securities (including the underwriter’s exercise of
the over-allotment option) at a price of US$8.00 per unit.  Each unit
sold consisted of one (1) SCAC Ordinary Share and one (1) Public Offering
Warrant (as defined below).

     

    “SCAC Shareholders’
Representative” shall mean James Sha or such other individual as
designated by a majority of the existing shareholders of SCAC that were also
shareholders of SCAC prior to the Closing, such designation in writing, who has
been irrevocably and fully authorized to act on behalf of all of the
shareholders of SCAC with respect to such matters as designated
herein.

     

    “Securities Act” shall
mean the US Securities Act of 1933, as amended.

     

    “Software” shall mean
all software, in object, human-readable or source code, whether previously
completed or now under development, including programs, applications, databases,
data files, coding and other software, components or elements thereof,
programmer annotations, and all versions, upgrades, updates, enhancements and
error corrections of all of the foregoing.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    “Subsidiary” or “subsidiary” shall
mean, with respect to any subject entity (the “subject entity”), (i)
any company, partnership or other entity (x) more than fifty percent (50%) of
whose shares or other interests entitled to vote in the election of directors or
(y) more than a fifty percent (50%) of whose interest in the profits or capital
of such entity are owned or controlled directly or indirectly by the subject
entity or through one or more Subsidiaries of the subject entity; (ii) any
entity whose assets, or portions thereof, are consolidated with the net earnings
of the subject entity and are recorded on the books of the subject entity for
financial reporting purposes in accordance with US GAAP; (iii) any entity
respect to which the subject entity has the power to otherwise direct the
business and policies of that entity directly or indirectly through another
subsidiary; and (iv) any branch companies.  Notwithstanding the above,
for the purpose of the Transaction Documents, as applied to AutoChina after the
Closing, the term “Subsidiary” or “subsidiary” includes, without limitation,
Fancy Think, the PRC Subsidiaries, the New Subsidiaries and any of their
respective Subsidiaries, if any.

     

    “Targeted EBITDA
Growth” shall mean EBITDA Growth of the percentages set forth in Schedule C.

     

    “Tax” or “Taxes” shall mean all
income, gross receipts, sales, stock transfer, excise, bulk transfer, use,
employment, social housing, social insurance, social security, franchise,
profits, property or other taxes, tariffs, imposts, fees, stamp taxes and
duties, assessments, levies or other charges of any kind whatsoever (whether
payable directly or by withholding), together with any interest and any
penalties, additions to tax or additional amounts imposed by any government or
taxing authority with respect thereto.

     

    “Tax Return” shall
mean any declaration, statement, report, return, information return or claim for
refund relating to Taxes (including information required to be supplied to a
governmental entity in respect of such report or return) including, if
applicable, combined or consolidated returns for any group of entities that
includes the Group Companies or SCAC.

     

    “Technology” shall
mean any know-how, confidential or proprietary information, name, data,
discovery, formulae, idea, method, process, procedure, other invention, record
of invention, model, research, Software, technique, technology, test
information, market survey, website, or information or material of a like
nature, whether patentable or unpatentable and whether or not reduced to
practice.

     

    “Trade Secrets” shall
mean all trade secrets under applicable law and other rights in know-how and
confidential or proprietary information, processing, manufacturing or marketing
information, including new developments, inventions, processes, ideas or other
proprietary information that provides advantages over competitors who do not
know or use it and documentation thereof (including related papers, blueprints,
drawings, chemical compositions, formulae, diaries, notebooks, specifications,
designs, methods of manufacture and data processing software and compilations of
information) and all claims and rights related thereto.

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    “Trademarks” shall
mean any and all United States and foreign trademarks, service marks, logos,
trade names, corporate names, trade dress, Internet domain names and addresses,
and all goodwill associated therewith throughout the world.

     

    “US” or “United
States” shall mean the United States of America.

     

    “US$” shall mean the
official currency of the United States.

     

    “US GAAP” shall mean
generally accepted accounting principles in the United States, consistently
applied with past periods.

     

    “Voting Agreement”
shall mean a Voting Agreement by and between SCAC and FounderCo in the form of
Schedule Q
attached hereto.

     

    “Warrantors” shall
mean Founder, Wang, FounderCo, AutoChina, Fancy Think, Chuanglian, Kaiyuan Real
Estate, Huiyin Investment, Hua An Investment, Kaiyuan Logistics, Tianmei
Insurance, Kaiyuan Auto Trade, and Chuanglian Auto Trade.

     

    “Warrants” shall mean
the (i) 5,175,000 warrants issued by SCAC, pursuant to which one (1) warrant
will entitle the holder thereof to purchase one (1) SCAC Ordinary Share from
SCAC at an exercise price of US$5.00 commencing on the later of (a) the
completion of a business combination such as the AutoChina Acquisition or (b)
February 26, 2013, or earlier upon redemption (the “Public Offering
Warrants”) and (ii) 1,430,000 warrants issued by SCAC to its founding
shareholders (the “Insider Warrants”),
the Insider Warrants are identical to the Public Offering Warrants except that
if SCAC calls the Insider Warrants for redemption, the Insider Warrants may be
exercised on a cashless basis so long as the Insider Warrants are held by SCAC’s
founding shareholders or their affiliates.

     

    ARTICLE
11

     

    INDEMNIFICATION

     

    Section
11.01              Indemnification.

     

    (a)           Indemnification
Obligations.  Subject to the limitations set forth in this
Section 11, from and after the date hereof, each of the Warrantors shall jointly
and severally protect, defend, indemnify and hold harmless SCAC, officers,
directors, employees, (each, an “Indemnified Person”
and collectively, the “Indemnified Persons”)
from and against any and all losses, costs, amounts paid or payable, damages,
liabilities, fees (including without limitation reasonable attorneys’ fees) and
expenses (collectively, the “Damages”), that any
of Indemnified Persons incurs by reason of or in connection with:

     

    (i)           any
claim, demand, action or cause of action alleging misrepresentation, breach of,
or default in connection with, any of the representations, warranties, or
agreements of any of the Warrantors contained in the Transaction Documents and
all other agreements in connection with the AutoChina Acquisition to which any
Warrantor is a party and any exhibits or schedules attached hereto or thereto;
and

     

    (ii)          any
failure of any of the Warrantors to perform any of its covenants under the
Transaction Documents and all other agreements in connection with the AutoChina
Acquisition to which any Warrantor is a party and any exhibits or schedules
attached hereto or thereto.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    In
determining the amount of any Damages in respect of the failure of any
representation or warranty to be true and correct, any materiality standard or
qualification (including an AutoChina Material Adverse Effect qualification)
contained in such representation or warranty shall be
disregarded.  The Warrantors shall have no right of contribution,
indemnification or similar right from SCAC or its Affiliates.  Each of
the Warrantors is individually referred to in this ARTICLE 11 as the “Indemnifying Person,”
and collectively, the “Indemnifying
Persons.”

     

    (b)           Limitations.

     

    (i)           The
Warrantors shall not be required to indemnify an Indemnified Person or be liable
to SCAC or its Affiliates for any Liability under the Transaction Documents and
all other agreements in connection with the AutoChina Acquisition to which any
Warrantor is a party and any exhibits or schedules attached hereto or thereto
unless the aggregate amount of all Damages exceeds US$100,000 (“Basket”), after which
the Warrantors shall be responsible for all Damages, including the Basket;
provided, however, the maximum Liability of the Warrantors shall be limited to
an amount equivalent to US$68,850,000, except for fraud, intentional
misrepresentation and taxes;

     

    (ii)          All
indemnification claims shall have been asserted prior to the Remaining Holdback
Consideration Release Date; provided, however, indemnification claims based on
(A) fraud and intentional misrepresentation and taxes shall survive indefinitely
and (B) Known Liabilities set forth in each of Sections 11.01(c)(i) and
11.01(c)(ii) shall survive until the fifth anniversary of the Closing
Date;

     

    (iii)         With
regard to a third party claim, an Indemnifying Person shall not have any
obligation to indemnify or hold harmless an Indemnified Person(s) for any
settlement entered into by such Indemnified Persons without the Indemnifying
Person’s prior written consent after the Closing of this Agreement, which shall
not be unreasonably withheld; and

     

    (iv)         In
satisfying any or all claims under the Transaction Documents and all other
agreements in connection with the AutoChina Acquisition to which any Warrantor
is a party and any exhibits or schedules attached hereto or thereto, SCAC may
elect, at its sole discretion, to have the relevant claim satisfied (in whole or
in part) by transfer of such number of SCAC Ordinary Shares to the Indemnified
Person, provided, that the value of the SCAC Ordinary Shares shall be equal to
the product of (A) the number of SCAC Ordinary Shares being used to satisfy such
claim and (B) the average closing price of SCAC Ordinary Shares for fifteen (15)
consecutive trading days ending on the first (1st) trading day prior to the date
such shares are actually delivered to the Indemnified Person.

     

    (c)           Known
Liabilities.  “Known Liabilities”
shall mean all Damages incurred related to any of the items listed in this
Section 11.01(c) and shall be considered Damages without regard to whether or
not such Damages are disclosed on the Disclosure Schedule and without regard to
whether or not amounts have been accrued for such Damages in the
financials:

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    (i)           Real
Property, including but not limited to, any Group Company’s (I) use of
collectively-owned land for non-agricultural purposes, (II) failure to obtain
building ownership certificates and proper construction approvals for any
premises it has built on leased land, (III) failure to properly register any
lease with the applicable governmental authorities, and (IV) any payment
obligations or liabilities that arise pursuant to any lease set forth on Schedule
G;

     

    (ii)          Restructuring,
including but not limited to, any Group Company’s failure to execute all
applicable control agreements, any failure of payment of share transfer prices
related to the Restructuring by any Group Company, and the failure of any Group
Company to notify or obtain consent from the relevant parties for the
Restructuring;

     

    (iii)         any
inter-company lending or withdrawal of registered capital contribution by any
Warrantor or Group Company in violation of applicable laws;

     

    (iv)         Licenses
and Permits, including but not limited to, the failure of any Group Company to
have the appropriate business scope or to receive the appropriate
qualifications, including but not limited to road transportation operations
permits and insurance agency permits for the operation of its business, the
failure of any Warrantor or Group Company to register with SAFE pursuant to the
SAFE Circulars, and the failure of any Warrantor or Group Company to obtain the
Licenses and Permits set forth in Sections 7.08 and 7.09;

     

    (v)          the
failure of any Group Company to obtain consents for its investments that are
required pursuant to the guarantee agreements set forth on Schedule R;

     

    (vi)         the
failure of any Group Company to enter into labor contracts with all of its
employees or to make mandatory social insurance contributions for all of its
employees; and

     

    (vii)        any
Historical Tax Liabilities or the failure to make adequate social insurance
contributions, housing fund contributions, or related employment taxes and
liabilities.

     

    Section
11.02              Method of Asserting
Claims.  Upon presentation of a written notice from an
Indemnified Person to a Warrantor for indemnification which states a good faith
determination of the amount of its Damages (“Damages
Determination”), the Indemnified Person shall have the right to recover
its Damages from the Warrantors.  Such notice shall include facts
constituting the basis for such claim, provided, that failure to give such
notice shall not affect any rights or remedies of the Indemnified Person
hereunder with respect to the indemnification of Damages except to the extent
the Indemnifying Party is materially and irrevocably prejudiced
thereby.  If the Warrantors disagree in good faith with the Damages
Determination from the Indemnified Person, they shall have ten (10) days from
the Indemnified Person’s delivery of notice of its Damages Determination to
deliver to the Indemnified Person written objections to the Damages
Determination.  The Warrantors may, by written notice to the
Indemnified Person, waive or shorten such period for objection.  After
receipt of any such written notice, an authorized representative of each of the
Warrantors and the Indemnified Person shall promptly negotiate with respect to
the Damages Determination and the objections thereto, and if they are unable to
reach an agreement within thirty (30) Business Days after delivery to the
Indemnified Person of the objections to the Damages Determination, the dispute
shall be submitted to arbitration pursuant to Section 12.09
hereof.  Any disputed portion of the Damages Determination amount that
is subsequently paid by the Warrantors shall bear interest at the rate of ten
percent (10%) per annum from the date such payment otherwise would have been
made in the absence of such dispute.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    Section
11.03              Setoff.  In
connection with Sections 1.02(b)(iv) and 11.02, any and all amounts claimed by
an Indemnified Person pursuant to Section 11.02 above in connection with Damages
for which the Indemnified Person has delivered a notice to the Warrantors may be
set-off, at SCAC’s sole direction, against any unpaid amounts by SCAC due to the
Warrantors.  In the event the Warrantors object to SCAC’s set-off, the
dispute shall be subject to Section 12.09, provided, that SCAC shall not be
required to make any unpaid amounts that it has set-off unless, until and to the
extent it is so ordered to do so in a final and binding award of an arbitration
tribunal pursuant to an arbitration conducted in accordance with Section
12.09.

     

    ARTICLE
12

     

    GENERAL
PROVISIONS

     

    Section
12.01              Expenses.  Except
as otherwise provided herein, all costs and expenses, including, without
limitation, fees and disbursements of the Warrantors, incurred in connection
with the preparation of this Agreement and the transactions contemplated hereby
shall be paid by Founder and FounderCo incurring such costs and expenses,
whether or not the Closing shall have occurred.  The Parties hereto
acknowledge and agree that certain expenses of SCAC will be deferred until the
Closing to be paid out of funds currently held in the trust account referred to
in Section 12.13.

     

    Section
12.02              Notices.  All
notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed to have been duly given or made as of the date
delivered or mailed if delivered personally or by nationally recognized courier
or mailed by registered mail (postage prepaid, return receipt requested) at the
following addresses (or at such other address for a Party as shall be specified
by like notice, except that notices of changes of address shall be effective
upon receipt):

     

    
      	
               
      

            	
              (a)

            	
              If
      to the Group Companies:

            


    

     

    No.322
Zhong Shan East Road,

    Shijiazhuang
City, Hebei 050011, People’s Republic of China

    Attention:
Chief Executive Officer

     

    
      	
            	
              (b)

            	
              If
      to FounderCo:

            


    

     

    Room
3713, The Center, 99 Queen’s Road Central, Hong Kong

    Attention:
Lynch Consultancy Limited

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (c)

            	
              If
      to Founder:

            


    

     

    7375
Union St.,

    Burnaby
BC, V5A, 1J1, Canada

    Attention:
Li Yonghui

     

    
      	
            	
              (d)

            	
              If
      to Wang:

            


    

     

    7375
Union St.,

    Burnaby
BC, V5A, 1J1, Canada

    Attention:
Yan Wang

     

    
      	
            	
              (e)

            	
              If
      to SCAC:

            


    

     

    10F,
Room#1005, Fortune Int’l Building, No. 17

    North
DaLiuShu Road, Hai Dian District

    Beijing
100081, People’s Republic of China

    Attention:
James Sha

     

    Section
12.03              Amendment.  This
Agreement may not be amended or modified except by an instrument in writing
signed by the Parties.  Notwithstanding the foregoing, the Warrantors
hereby agree that any New Subsidiary may become party to this Agreement as a
“Group Company”, “Subsidiary”, and “Warrantor”, by executing a counterpart of
this Agreement, without any amendment of this Agreement, pursuant to this
Section 12.03 or any consent or approval of any Party.

     

    Section
12.04              Waiver.  At
any time prior to the Closing, each Party may (a) extend the time for the
performance of any of the obligations or other acts of the any other Party, (b)
waive any inaccuracies in the representations and warranties contained herein or
in any document delivered pursuant hereto and (c) waive compliance with any of
the agreements or conditions contained herein.  Any such extension or
waiver shall be valid only if set forth in an instrument in writing signed by
the Party to be bound thereby.

     

    Section
12.05              Headings.  The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.

     

    Section
12.06              Severability.  If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner adverse to any Party.  Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as
possible in an acceptable manner to the end that transactions contemplated
hereby are fulfilled to the extent possible.

     

    Section
12.07              Entire
Agreement.  This Agreement and the Schedules hereto constitute
the entire agreement and supersede all prior agreements and undertakings, both
written and oral, between the Warrantors and SCAC with respect to the subject
matter hereof and, except as otherwise expressly provided herein, are not
intended to confer upon any other person any rights or remedies
hereunder.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    Section
12.08              Benefit.  This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the Parties.

     

    Section
12.09              Arbitration.

     

    (a)           Any
dispute, controversy or claim arising out of or relating to this Agreement, or
the interpretation, breach, termination or validity hereof, shall be resolved in
accordance with this Section 12.09.  Any dispute, controversy or claim
arising out of or relating to this Agreement, or the interpretation, breach,
termination or validity hereof, shall be initially be resolved through
consultation.  Such consultation shall begin immediately after one
Party hereto has delivered to the other Parties hereto a written request for
such consultation.  If within thirty (30) days following the date on
which such notice is given the dispute cannot be resolved, the dispute shall be
resolved by arbitration.

     

    (b)           The
arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong
International Arbitration Centre (the “Centre”).  There
shall be three arbitrators.  SCAC, on the one hand, and the Warrantors
that are party to the dispute (the “AutoChina Parties”),
on the other hand, shall each select one (1) arbitrator within thirty (30) days
after giving or receiving the demand for arbitration.  The Chairman of
the Centre shall act as the third arbitrator.  If SCAC or the
AutoChina Parties that are parties to the dispute do not appoint an arbitrator
who has consented to participate within thirty (30) days after selection of the
first arbitrator, the relevant appointment shall be made by the Chairman of the
Centre.

     

    (c)           The
arbitration proceedings shall be conducted in English.  The
arbitration tribunal shall apply the UNCITRAL Arbitration Rules in effect at the
time of the arbitration.  However, if such rules are in conflict with
the provisions of this Section 12.09 including the provisions concerning the
appointment of arbitrators, the provisions of this Section 12.09 shall
prevail.

     

    (d)           The
arbitrators shall decide any dispute submitted by the Parties to the arbitration
strictly in accordance with the substantive law of the State of New York and
shall not apply any other substantive law, except to the extent required by the
terms of this Agreement.

     

    (e)           Each
Party hereto shall cooperate with the others in making full disclosure of and
providing complete access to all information and documents requested by the
others in connection with such arbitration proceedings, subject only to any
confidentiality obligations binding on such Party.

     

    (f)           The
award of the arbitration tribunal shall be final and binding upon the disputing
Parties, and any Party may apply to a court of competent jurisdiction for
enforcement of such award.

     

    (g)           Each
Party shall cooperate and use their respective best efforts to take all actions
reasonably required to facilitate the prompt enforcement in the PRC or in any
other jurisdiction of any arbitration award made by the tribunal.

     

    (h)           A
Party shall be entitled to seek preliminary injunctive relief, if possible, from
any court of competent jurisdiction pending the constitution of the arbitral
tribunal.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    Section
12.10              Waiver of
Immunity.  To the extent that each of the Parties (including
its assignees of any such rights or obligations hereunder) may be entitled, in
any jurisdiction, to claim for itself (or himself or herself) or its revenues or
Assets and Properties, immunity from service of process, suit, the jurisdiction
of any court, an interlocutory order or injunction or the enforcement of the
same against its property in such court, attachment prior to judgment,
attachment in aid of execution of an arbitral award or judgment (interlocutory
or final) or any other legal process, and to the extent that, in any such
jurisdiction there may be attributed such immunity (whether claimed or not),
such Party hereby irrevocably waive such immunity.

     

    Section
12.11              Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the law of the state of New York.

     

    Section
12.12              Counterparts.  This
Agreement may be executed in one or more counterparts, and by the different
Parties in separate counterparts, each of which when executed shall be deemed to
be an original but all of which when taken together shall constitute one and the
same agreement.

     

    Section
12.13              Trust
Account.  Reference herein is made to SCAC’s final prospectus,
dated February 27, 2008 (the “Prospectus”).  Each
of the Parties hereto other than SCAC has read the Prospectus and understands
that SCAC has established the trust account described in the Prospectus,
initially in an amount of US$35,460,000 for the benefit of the public
shareholders and the underwriters of SCAC’s initial public offering (the “Underwriters”) and
that, except for certain exceptions described in the Prospectus, SCAC may
disburse monies from the trust account only: (i) to the public shareholders in
the event of the conversion of their shares or the liquidation of SCAC; or (ii)
to SCAC and the Underwriters after consummation of a business combination, as
described in the Prospectus.  Each of the Parties hereto other than
SCAC hereby agrees that it does not have any right, title, interest or claim of
any kind in or to any monies in the trust account (the “Claim”) and hereby
waives any Claim it may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with SCAC and will not seek recourse
against the trust account for any reason whatsoever.


    
      
         


      

      
        59

        
          

        

      

      
         


      

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
A1

    


    4S
STORES I

    


    1. Shijiazhuang
Baohe Auto Sales and Service Co., Ltd. (石家庄宝和汽车销售服务有限公司)
(“Shijiazhuang
Baohe”)

    


    2. Shijiazhuang
Xinhua Toyota Auto Service Co., Ltd. (石家庄新华丰田汽车销售服务有限公司)
(“Shijiazhuang
Xinhua”)

    


    3. Handan
Aohua Auto Sales and Service Co., Ltd. (邯郸市奥华汽车销售服务有限公司)
(“Handan
Aohua”)

    


    4. Handan
Defeng Auto Trade Co., Ltd. (邯郸市德丰汽车销售服务有限公司)
(“Handan
Defeng”)

    


    5. Hebei
Shengmei Auto Trade Co., Ltd. (河北盛美汽车贸易有限公司)
(“Hebei
Shengmei”)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A2

    


    4S
STORES II

    


    1. Hebei
Liantuo Auto Trade Co., Ltd. (河北联拓汽车贸易有限公司)
(“Hebei
Liantuo”)

    


    2. Shijiazhuang
Yuhua Toyota Auto Sales and Service Co., Ltd. (石家庄裕华丰田汽车销售服务有限公司)
(“Shijiazhuang
Yuhua”)

    


    3. Hebei
Yitong Auto Sales and Service Co., Ltd. (河北益通汽车销售服务有限公司)
(“Hebei
Yitong”)

    


    4. Hebei
Shengwen Auto Trade Co., Ltd. (河北盛文汽车贸易有限公司)
(“Hebei
Shengwen”)

    


    5. Hebei
Shengda Auto Trade Co., Ltd. (河北盛达汽车贸易有限公司)
(“Hebei
Shengda”)

    


    6. Hebei
Shengkang Auto Trade Co., Ltd. (河北盛康汽车贸易有限公司)
(“Hebei
Shengkang”)

    


    7. Hebei
Anchang Auto Sales and Service Co., Ltd. (河北安昌汽车销售服务有限公司)
(“Hebei
Anchang”)

    


    8. Hebei
Yuanxinghang Auto Sales and Service Co., Ltd. (河北元兴行汽车销售服务有限公司)
(“Hebei
Yuanxinghang”)

    


    9. Hebei
Meifeng Auto Sales and Service Co., Ltd. (河北美丰汽车销售服务有限公司)
(“Hebei
Meifeng”)

    


    10. Cangzhou
Yichang Auto Sales and Service Co., Ltd. (沧州益昌汽车销售服务有限公司)
(“Cangzhou
Yichang”)

    


    11. Zhangjiakou
Meihua Auto Trade Co., Ltd. (张家口美华汽车贸易有限公司)
(“Zhangjiakou
Meihua”)

    


    12. Hengshui
Dechang Auto Trade Co., Ltd. (衡水德昌汽车贸易有限公司)
(“Hengshui
Dechang”)

    


    13. Qinhuangdao
Jianda Auto Sales and Service Co., Ltd. (秦皇岛建达汽车销售服务有限公司)
(“Qinhuangdao
Jianda”)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14. Cangzhou
Deyuan Auto Trade Co., Ltd. (沧州市德源汽车贸易有限公司)
(“Cangzhou
Deyuan”)

    


    15. Baoding
Tianhua Auto Trade Co., Ltd. (保定市天华汽车贸易有限公司)
(“Baoding
Tianhua”)

    


    16. Cangzhou
Hengyuan Auto Sales and Service Co., Ltd. (沧州恒源汽车销售服务有限公司)
(“Cangzhou
Hengyuan”)

    


    17. Handan
Baohe Auto Sales and Service Co., Ltd. (邯郸市宝和汽车销售服务有限公司)
(“Handan
Baohe”)

    


    18. Handa
Yacheng Auto Sales and Service Co., Ltd. (邯郸市亚成汽车销售服务有限公司)
(“Handa
Yacheng”)

    


    19. Tangshan
Yachang Auto Sales and Service Co., Ltd. (唐山亚昌汽车销售服务有限公司)
(“Tangshan
Yachang”)

    


    20. Hengshui
Yuhua Toyota Auto Sales and Service Co., Ltd. (衡水裕华丰田汽车销售服务有限公司)
(“Hengshui
Yuhua”)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A3

    


    TRANSPORTATION
COMPANIES I

    


    1.
Yuanshi Shijie Kaiyuan Transportation Service Co., Ltd. (元氏世捷开元汽车运输服务有限公司)
(“Yuanshi Shijie
Transportation”)

    


    2. Gaoyi
Kaiyuan Transportation Service Co., Ltd. (高邑开元汽车运输服务有限公司)
(“Gaoyi
Transportation”)

    


    3. Xingtang
Shijie Kaiyuan Transportation Service Co., Ltd. (行唐县世捷开元汽车运输服务有限公司)
(“Xingtang
Transportation”)

    


    4. Pingshan
Shijie Kaiyuan Transportation Service Co., Ltd. (平山县世捷开元汽车运输服务有限公司)
(“Pingshan
Transportation”)

    


    5. Zanhuang
Kaiyuan Transportation Service Co., Ltd. (赞皇开元汽车运输服务有限公司)
(“Zanhuang
Transportation”)

    


    6. Jingxing
Kaiyuan Transportation Service Co., Ltd. (井陉开元汽车运输服务有限公司)
(“Jingxing
Transportation”)

    


    7. Quyang
Kaiyuan Transportation Service Co., Ltd. (曲阳开元汽车运输服务有限公司)
(“Quyang
Transportation”)

    


    8. Zhengding
Shijie Kaiyuan Transportation Service Co., Ltd. (正定县世捷开元汽车运输服务有限公司)
(“Zhengding Shijie
Transportation”)

    


    9. Gaocheng
Kaiyuan Transportation Service Co., Ltd. (藁城开元汽车运输服务有限公司)
(“Gaocheng
Transportation”)

    


    10. Xinji
Shijie Kaiyuan Transportation Service Co., Ltd. (辛集世捷开元汽车运输服务有限公司)
(“Xinji Shijie
Transportation”)

    


    11. Jinzhou
Shijie Kaiyuan Transportation Service Co., Ltd. (晋州世捷开元汽车运输服务有限公司)
(“Jinzhou Shijie
Transportation”)

    


    12. Shexian
Shijie Kaiyuan Transportation Service Co., Ltd. (涉县世捷开元汽车运输服务有限公司)
(“Shexian Shijie
Transportation”)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13. Fuping
Shijie Kaiyuan Transportation Service Co., Ltd. (阜平县世捷开元汽车运输服务有限公司)
(“Fuping Shijie
Transportation”)

    


    14. Hejian
Kaiyuan Transportation Service Co., Ltd. (河间开元汽车运输服务有限公司)
(“Hejian
Transportation”)

    


    15. Weixian
Kaiyuan Transportation Service Co., Ltd. (威县开元汽车运输服务有限公司)
(“Weixian
Transportation”)

    


    16. Shenzhou
Shijie Kaiyuan Transportation Service Co., Ltd. (深州市世捷开元汽车运输服务有限公司)
(“Shenzhou Shijie
Transportation”)

    


    17. Rongcheng
Kaiyuan Transportation Service Co., Ltd. (容城县开元汽车运输服务有限公司)
(“Rongcheng
Transportation”)

    


    18. Sanhe
Shijie Kaiyuan Transportation Service Co., Ltd. (三河世捷开元汽车运输服务有限公司)
(“Sanhe Shijie
Transportation”)

    


    19. Huanghua
Shijie Kaiyuan Transportation Service Co., Ltd. (黄骅市世捷开元汽车运输服务有限公司)
(“Huanghua Shijie
Transportation”)

    


    20. Shahe
Shijie Kaiyuan Transportation Service Co., Ltd. (沙河市世捷开元汽车运输服务有限公司)
(“Shahe Shijie
Transportation”)

    


    21. Jizhou
Kaiyuan Transportation Service Co., Ltd. (冀州市开元汽车运输服务有限公司)
(“Jizhou
Transportation”)

    


    22. Bazhou
Kaiyuan Transportation Service Co., Ltd. (霸州市开元汽车运输服务有限公司)
(“Bazhou
Transportation”)

    


    23. Pingding
Shijie Kaiyuan Transportation Service Co., Ltd. (平定世捷开元汽车运输服务有限公司)
(“Pingding Shijie
Transportation”)

    


    24. Botou
Kaiyuan Transportation Service Co., Ltd. (泊头市开元汽车运输服务有限公司)
(“Botou
Transportation”)

    


    25. Guantao
Kaiyuan Transportation Service Co., Ltd. (馆陶县开元汽车运输服务有限公司)
(“Guantao
Transportation”)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    26. Longyao
Kaiyuan Transportation Service Co., Ltd. (隆尧开元汽车运输服务有限公司)
(“Longyao
Transportation”)

    


    27. Hunyuan
Shijie Kaiyuan Transportation Service Co., Ltd. (浑源县世捷开元汽车运输服务有限公司)
(“Hunyuan Shijie
Transportation”)

    


    28. Huailai
Kaiyuan Transportation Service Co., Ltd. (怀来开元汽车运输服务有限公司)
(“Huailai
Transportation”)

    


    29. Gaobeidian
Shijie Kaiyuan Transportation Service Co., Ltd. (高碑店市世捷开元汽车运输服务有限公司)
(“Gaobeidian Shijie
Transportation”)

    


    30. Wu’an
Kaiyuan Transportation Service Co., Ltd. (武安市开元汽车运输服务有限公司)
(“Wu’an
Transportation”)

    


    31. Shouyang
Shijie Kaiyuan Transportation Service Co., Ltd. (寿阳世捷开元汽车运输服务有限公司)
(“Shouyang Shijie
Transportation”)

    


    32. Yangquan
Shijie Kaiyuan Transportation Service Co., Ltd. (阳泉世捷开元汽车运输服务有限公司)
(“Yangquan Shijie
Transportation”)

    


    33. Yuxian
Shijie Kaiyuan Transportation Service Co., Ltd. (盂县世捷开元汽车运输服务有限公司)
(“Yuxian Shijie
Transportation”)

    


    34. Qingxian
Kaiyuan Transportation Service Co., Ltd. (青县开元汽车运输服务有限公司)
(“Qingxian
Transportation”)

    


    35. Anguo
Kaiyuan Transportation Service Co., Ltd. (安国市开元汽车运输服务有限公司)
(“Anguo
Transportation”)

    


    36. Qingxu
Shijie Kaiyuan Transportation Service Co., Ltd. (清徐县世捷开元汽车运输服务有限公司)
(“Qingxu Shijie
Transportation”)

    


    37. Yangyuan
Kaiyuan Transportation Service Co., Ltd. (阳原开元汽车运输服务有限公司)
(“Yangyuan
Transportation”)

    


    38. Yuxian
Kaiyuan Transportation Service Co., Ltd. (蔚县开元汽车运输服务有限公司)
(“Yuxian
Transportation”)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    39. Datong
Shijie Kaiyuan Transportation Service Co., Ltd. (大同市世捷开元汽车运输服务有限公司)
(“Datong Shijie
Transportation”)

    


    40. Nanhe
Kaiyuan Transportation Service Co., Ltd. (南和县开元汽车运输服务有限公司)
(“Nanhe
Transportation”)

    


    41. Jinzhong
Shiji Kaiyuan Transportation Service Co., Ltd. (晋中世纪开元汽车运输服务有限公司)
(“Jinzhong Shiji
Transportation”)

    


    42. Tianjin
Beichen Xuyuan Transportation Service Co., Ltd. (天津市北辰区旭元汽车运输服务有限公司)
(“Tianjin Beichen
Xuyuan Transportation”)

    


    43. Tangshan
Fengrun Kaiyuan Transportation Service Co., Ltd.(唐山市丰润区开元汽车运输服务有限公司)
(“Tangshan Fengrun
Transportation”)

    


    44. Zhangjiakou
Kaiyuan Transportation Service Co., Ltd.(张家口开元汽车运输服务有限公司)
(“Zhangjiakou
Transportation”)

    


    45. Qixian
Kaiyuan Transportation Co., Ltd.(祁县开元汽车运输有限公司)
(“Qixian
Transportation”)

    


    46. Qian’an
Kaiyuan Transportation Service Co., Ltd.(迁安开元汽车运输服务有限公司)
(“Qian’an
Transportation”)

    


    47. Zunhua
Kaiyuan Transportation Service Co., Ltd. (遵化开元汽车运输服务有限公司)
(“Zunhua
Transportation”)

    


    48. Fucheng
Kaiyuan Transportation Service Co., Ltd. (阜城县开元汽车运输服务有限公司)
(“Fucheng
Transportation”)

    


    49. Fengzhen
Kaiyuan Transportation Service Co., Ltd. (丰镇市开元汽车运输服务有限公司)
(“Fengzhen
Transportation”)

    


    50. Wulan
Chabu Shijie Kaiyuan Transportation Service Co., Ltd. (乌兰察布市世捷开元汽车运输服务有限公司)
(“Wulan Chabu Shijie
Transportation”)

    


    51. Wuyuan
Kaiyuan Transportation Service Co., Ltd. (五原县开元汽车运输服务有限公司)
(“Wuyuan
Transportation”)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    52. Xinghe
Kaiyuan Transportation Service Co., Ltd. (兴和县开元汽车运输服务有限公司)
(“Xinghe
Transportation”)

    


    53. Zhungeer
Banner Shijie Kaiyuan Transportation Service Co., Ltd. (准格尔旗世捷开元汽车运输服务有限公司)
(“Zhungeer Banner
Shijie Transportation”)

    


    54. Baotou
Xuyuan Transportation Service Co., Ltd. (包头市旭元汽车运输服务有限公司)
(“Baotou Xuyuan
Transportation”)

    


    55. Bayan
Nur Kaiyuan Transportation Service Co., Ltd. (巴彦淖尔市开元汽车运输服务有限公司)
(“Bayan Nur
Transportation”)

    


    56. Tuo
Ke Tuo Xian Kaiyuan Transportation Service Co., Ltd. (托克托县开元汽车运输服务有限公司)
(“Tuo Ke Tuo Xian
Transportation”)

    


    57. Dalate
Banner Xuyuan Transportation Service Co., Ltd. (达拉特旗旭元汽车运输服务有限公司)
(“Dalate
Banner  Xuyuan Transportation”)

    


    58. Ordos
City Dongsheng District Shijie Kaiyuan Transportation Service Co., Ltd. (鄂尔多斯市东胜区世捷开元汽车运输服务有限公司)
(“Ordos Dongsheng
Shijie Transportation”)

    


    59. Dong’a
Kaiyuan Transportation Service Co., Ltd. (东阿开元汽车运输服务有限公司)
(“Dong’a
Transportation”)

    


    60. Linyi
Jieyun Transportation Service Co., Ltd. (临沂捷运汽车运输服务有限公司)
(“Linyi Jieyun
Transportation”)

    


    61. Linshu
Kaiyuan Transportation Service Co., Ltd. (临沭开元汽车运输服务有限公司)
(“Linshu
Transportation”)

    


    62. Leling
Kaiyuan Transportation Service Co., Ltd. (乐陵市开元汽车运输服务有限公司)
(“Leling
Transportation”)

    


    63. Boxing
Kaiyuan Transportation Service Co., Ltd. (博兴县开元汽车运输服务有限公司)
(“Boxing
Transportation”)

    


    64. Dezhou
Xuyuan Transportation Service Co., Ltd. (德州旭元汽车运输服务有限公司)
(“Dezhou Xuyuan
Transportation”)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    65. Zaozhuang
Xuyuan Transportation Service Co., Ltd. (枣庄旭元汽车运输服务有限公司)
(“Zaozhuang Xuyuan
Transportation”)

    


    66. Jining
Kaiyuan Transportation Service Co., Ltd. (济宁开元汽车运输服务有限公司)
(“Jining
Transportation”)

    


    67. Binzhou
Kaiyuan Transportation Service Co., Ltd. (滨州开元汽车运输服务有限公司)
(“Binzhou
Transportation”)

    


    68. Liaocheng
Kaiyuan Transportation Service Co., Ltd. (聊城开元汽车运输服务有限公司)
(“Liaocheng
Transportation”)

    


    69. Zoucheng
Xuwei Transportation Service Co., Ltd. (邹城市旭威汽车运输服务有限公司)
(“Zoucheng Xuwei
Transportation”)

    


    70. Yanggu
Kaiyuan Transportation Service Co., Ltd. (阳谷开元汽车运输服务有限公司)
(“Yanggu
Transportation”)

    


    71. Gaotang
Shijie Kaiyuan Transportation Service Co., Ltd. (高唐县世捷开元汽车运输服务有限公司)
(“Gaotang Shijie
Transportation”)

    


    72. Qihe
Kaiyuan Transportation Service Co., Ltd. (奇河开元汽车运输服务有限公司)
(“Qihe
Transportation”)

    


    73. Anyang
Shijie Kaiyuan Transportation Service Co., Ltd. (安阳世捷开元汽车运输服务有限公司)
(“Anyang Shijie
Transportation”)

    


    74. Xinxiang
Kaiyuan Transportation Service Co., Ltd. (新乡市开元汽车运输服务有限公司)
(“Xinxiang
Transportation”)

    


    75. Xinmi
Kaiyuan Transportation Service Co., Ltd. (新密开元汽车运输服务有限公司)
(“Xinmi
Transportation”)

    


    76. Wuzhi
Xuyuan Transportation Service Co., Ltd.(武陟县旭元汽车运输服务有限公司)
(“Wuzhi Xuyuan
Transportation”)

    


    77. Luoyang
Xuyuan Transportation Service Co., Ltd.(洛阳旭元汽车运输服务有限公司)
(“Luoyang Xuyuan
Transportation”)

    


    78. Jiyuan
Kaiyuan Transportation Service Co., Ltd.(济源开元汽车运输服务有限公司)
(“Jiyuan
Transportation”)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    79. Wenxian
Shijie Kaiyuan Transportation Service Co., Ltd. (温县世捷开元汽车运输服务有限公司)
(“Wenxian Shijie
Transportation”)

    


    80. Jiaozuo
Kaiyuan Transportation Service Co., Ltd. (焦作市开元汽车运输服务有限公司)
(“Jiaozuo
Transportation”)

    


    81. Xuchang
Kaiyuan Transportation Service Co., Ltd. (许昌县开元汽车运输服务有限公司)
(“Xuchang
Transportation”)

    


    82. Huixian
Kaiyuan Transportation Service Co., Ltd. (辉县市开元汽车运输服务有限公司)
(“Huixian
Transportation”)

    


    83. Changge
Xuyuan Transportation Service Co., Ltd.(长葛市旭元汽车运输服务有限公司)
(“Changge Xuyuan
Transportation”)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A4

    


    TRANSPORTATION
COMPANIES 2

    


    1. Shuozhou
Xuyuan Transportation Co., Ltd. (朔州市旭元汽车运输有限公司)
(“Shuozhou Xuyuan
Transportation”)

    


    2. Huairen
Shijie Kaiyuan Transportation Service Co., Ltd. (怀仁县世捷开元汽车运输服务有限公司)
(“Huairen Shijie
Transportation”)

    


    3. Yingxian
Kaiyuan Transportation Service Co., Ltd. (应县开元汽车运输服务有限公司)
(“Yingxian
Transportation”)

    


    4. Xinzhou
Xinfu Shijie Kaiyuan Transportation Service Co., Ltd. (忻州市忻府区世捷开元汽车运输服务有限公司)
(“Xinzhou Shijie
Transportation”)

    


    5. Wuzhai
Shijie Kaiyuan Transportation Service Co., Ltd. (五寨县世捷开元汽车运输服务有限公司)
(“Wuzhai Shijie
Transportation”)

    


    6. Daixian
Shijie Kaiyuan Transportation Service Co., Ltd. (代县世捷开元汽车运输服务有限公司)
(“Daixian Shijie
Transportation”)

    


    7. Lvliang
Shijie Kaiyuan Transportation Service Co., Ltd.(吕梁世捷开元汽车运输服务有限公司)
(“Lvliang Shijie
Transportation”)

    


    8. Linxian
Shiji Kaiyuan Transportation Service Co., Ltd. (临县世纪开元汽车运输服务有限公司)
(“Linxian Shijie
Transportation”)

    


    9. Xiaoyi
Xuyuan Transportation Service Co., Ltd. (孝义市旭元汽车运输服务有限公司)
(“Xiaoyi Xuyuan
Transportation”)

    


    10. Lvliang
Zhongyang Xuyuan Transportation Service Co., Ltd. (吕梁中阳旭元汽车运输服务有限公司)
(“Lvliang Xuyuan
Transportation”)

    


    11. Changzhi
Shijie Kaiyuan Transportation Service Co., Ltd. (长治市世捷开元汽车运输服务有限公司)
(“Changzhi Shijie
Transportation”)

    


    12. Licheng
Kaiyuan Transportation Service Co., Ltd. (黎城开元汽车运输服务有限公司)
(“Licheng
Transportation”)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13. Linfen
Yaodu Shijie Kaiyuan Transportation Co., Ltd. (临汾市尧都区世捷开元汽车运输有限公司)
(“Linfen Shijie
Transportation”)

    


    14. Quwo
Shijie Kaiyuan Transportation Service Co., Ltd. (曲沃世捷开元汽车运输服务有限公司)
(“Quwo Shijie
Transportation”)

    


    15. Huozhou
Shijie Kaiyuan Transportation Co., Ltd. (霍州世捷开元汽车运输有限公司)
(“Huozhou Shijie
Transportation”)

    


    16. Yuncheng
Shijie Kaiyuan Transportation Service Co., Ltd. (运城市世捷开元汽车运输服务有限公司)
(“Yuncheng Shijie
Transportation”)

    


    17. Hejin
Xin Shijie Kaiyuan Transportation Service Co., Ltd. (河津市新世捷开元汽车运输服务有限公司)
(“Hejin Xin Shijie
Transportation”)

    


    18. Jincheng
Xuyuan Transportation Service Co., Ltd. (晋城市旭元汽车运输服务有限公司)
(“Jincheng Xuyuan
Transportation”)

    


    19. Yangcheng
Xuyuan Transportation Service Co., Ltd. (阳城县旭元汽车运输服务有限公司)
(“Yangcheng Xuyuan
Transportation”)

    


    20. Gaoping
Shijie Kaiyuan Transportation Service Co., Ltd. (高平市世捷开元汽车运输服务有限公司)
(“Gaoping Shijie
Transportation”)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A5

    


    AUTO
SERVICE COMPANIES

    


    1.
Zhangjiakou Chuanglian Auto Service Co., Ltd. (张家口创联汽车服务有限公司) (“
Zhangjiakou Auto
Service”)

    


    2. Zhengding
Chuanglian Auto Service Co., Ltd. (正定县创联汽车服务有限公司)
(“Zhengding Auto
Service”)

    


    3. Fuping
Chuanglian Auto Service Co., Ltd. (阜平县创联汽车服务有限公司)
(“Fuping Auto
Service”)

    


    4. Botou
Chuanglian Auto Service Co., Ltd. (泊头市创联汽车服务有限公司)
(“Botou Auto
Service”)

    


    5. Zanhuang
Chuanglian Auto Service Co., Ltd. (赞皇创联汽车服务有限公司)
(“Zanhuang Auto
Service”)

    


    6. Xingtang
Chuanglian Auto Service Co., Ltd. (行唐县创联汽车服务有限公司)
(“Xingtang Auto
Service”)

    


    7. Yuanshi
Chuanglian Auto Service Co., Ltd. (元氏创联汽车服务有限公司)
(“Yuanshi Auto
Service”)

    


    8. Shenzhou
Chuanglian Auto Service Co., Ltd. (深州市创联汽车服务有限公司)
(“Shenzhou Auto
Service”)

    


    9. Xinji
Chuanglian Auto Service Co., Ltd. (辛集创联汽车服务有限公司)
(“Xinji Auto
Service”)

    


    10. Qixian
Chuanglian Auto Service Co., Ltd. (祁县创联汽车服务有限公司)
(“Qixian Auto
Service”)

    


    11. Qingxian
Chuanglian Auto Service Co., Ltd. (青县创联汽车服务有限公司)
(“Qingxian Auto
Service”)

    


    12. Qingxu
Chuanglian Auto Service Co., Ltd. (清徐县创联汽车服务有限公司)  (“Qingxu Auto
Service”)

    


    13. Sanhe
Chuanglian Auto Service Co., Ltd. (三河创联汽车服务有限公司)
(“Sanhe Auto
Service”)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14. Jinzhou
Chuanglian Auto Service Co., Ltd. (晋州创联汽车服务有限公司)
(“Jinzhou Auto
Service”)

    


    15. Longrao
Chuanglian Auto Service Co., Ltd. (隆尧创联汽车服务有限公司)
(“Longrao Auto
Service”)

    


    16. Nanhe
Chuanglian Auto Service Co., Ltd. (南和县创联汽车服务有限公司)
(“Nanhe Auto
Service”)

    


    17. Pingshan
Chuanglian Auto Service Co., Ltd. (平山创联汽车服务有限公司)
(“Pingshan Auto
Service”)

    


    18. Gaoyi
Chuanglian Auto Service Co., Ltd. (高邑创联汽车服务有限公司)
(“Gaoyi Auto
Service”)

    


    19. Hejian
Chuanglian Auto Service Co., Ltd. (河间市创联汽车服务有限公司)
(“Hejian Auto
Service”)

    


    20. Huanghua
Chuanglian Auto Service Co., Ltd. (黄骅市创联汽车服务有限公司)
(“Huanghua Auto
Service”)

    


    21. Jizhou
Chuanglian Auto Service Co., Ltd. (冀州市创联汽车服务有限公司)
(“Jizhou Auto
Service”)

    


    22. Jinzhong
Chuanglian Auto Service Co., Ltd. (晋中创联汽车服务有限公司)
(“Jinzhong Auto
Service”)

    


    23. Shahe
Chuanglian Auto Service Co., Ltd. (沙河市创联汽车服务有限公司)
(“Shahe Auto
Service”)

    


    24. Rongcheng
Chuanglian Auto Service Co., Ltd. (容城县创联汽车服务有限公司)
(“Rongcheng Auto
Service”)

    


    25. Bazhou
Chuanglian Auto Service Co., Ltd. (霸州市创联汽车服务有限公司)
(“Bazhou Auto
Service”)

    


    26. Datong
Top Ray Auto Service Co., Ltd. (大同市拓威汽车服务有限公司)
(“Datong Top Ray Auto
Service”)

    


    27. Fucheng
Chuanglian Auto Service Co., Ltd. (阜城县创联汽车服务有限公司)
(“Fucheng Auto
Service”)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    28. Gaobeidian
Chuanglian Auto Service Co., Ltd. (高碑店市创联汽车服务有限公司)
(“Gaobeidian Auto
Service”)

    


    29. Shouyang
Chuanglian Auto Service Co., Ltd. (寿阳创联汽车服务有限公司)
(“Shouyang Auto
Service”)

    


    30. Pingding
Chuanglian Auto Service Co., Ltd. (平定创联汽车服务有限公司)
(“Pingding Auto
Service”)

    


    31. Hunyuan
Chuanglian Auto Service Co., Ltd. (浑源创联汽车服务有限公司)
(“Hunyuan Auto
Service”)

    


    32. Shexian
Chuanglian Auto Service Co., Ltd. (涉县创联汽车服务有限公司)
(“Shexian Auto
Service”)

    


    33. Weixian
Chuanglian Auto Service Co., Ltd. (蔚县创联汽车服务有限公司)
(“Weixian Auto
Service”)

    


    34. Gaocheng
Chuanglian Auto Service Co., Ltd. (藁城创联汽车服务有限公司)
(“Gaocheng Auto
Service”)

    


    35. Qian’an
Chuanglian Auto Service Co., Ltd. (迁安创联汽车服务有限公司)
(“Qian’an Auto
Service”)

    


    36. Zunhua
Chuanglian Auto Service Co., Ltd. (遵化创联汽车服务有限公司)
(“Zunhua Auto
Service”)

    


    37. Yangyuan
Chuanglian Auto Service Co., Ltd. (阳原创联汽车服务有限公司)
(“Yangyuan Auto
Service”)

    


    38. Yangquan
Chuanglian Auto Service Co., Ltd. (阳泉创联汽车服务有限公司)
(“Yangquan Auto
Service”)

    


    39. Jingxing
Chuanglian Auto Service Co., Ltd. (井陉创联汽车服务有限公司)
(“Jingxing Auto
Service”)

    


    40. Anguo
Chuanglian Auto Service Co., Ltd. (安国创联汽车服务有限公司)
(“Anguo Auto
Service”)

    


    41. Huailai
Chuanglian Auto Service Co., Ltd. (怀来创联汽车服务有限公司)
(“Huailai Auto
Service”)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    42. Wu’an
Chuanglian Auto Service Co., Ltd. (武安市创联汽车服务有限公司)
(“Wu’an Auto
Service”)

    


    43. Tangshan
Fengrun Chuanglian Auto Service Co., Ltd. (唐山市丰润区创联汽车服务有限公司)
(“Tangshan Fengrun
Auto Service”)

    


    44. Weixian
Chuanglian Auto Service Co., Ltd. (威县创联汽车服务有限公司)
(“Weixian Auto
Service”)

    


    45. Quyang
Chuanglian Auto Service Co., Ltd. (曲阳县创联汽车服务有限公司)
(“Quyang Auto
Service”)

    


    46. Yuxian
Chuanglian Auto Service Co., Ltd. (盂县创联汽车服务有限公司)
(“Yuxian Auto
Service”)

     

    47. Guantao
Chuanglian Auto Service Co., Ltd. (馆陶县创联汽车服务有限公司)
(“Guantao Auto
Service”)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
A6

    


    1. Kaiyuan
Real Estate

    


    2. Huiyin
Investment

    


    3. Hua
An Investment

    


    4. Kaiyuan
Logistics

    


    5. Tianmei
Insurance

    


    6. Kaiyuan
Auto Trade

    


    7. Chuanglian
Auto Trade

    


    8. Chuanglian

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
B

    
       

      SHARE
ESCROW AGREEMENT

       

      SHARE
ESCROW AGREEMENT, dated as of _____________, 2009 (the “Agreement”) by and among
[AutoChina Group Limited or such other name to be approved by SCAC] f/k/a Spring
Creek Acquisition Corp., a Cayman Islands corporation (the “Company”), Honest
Best Int’l Ltd, a company incorporated and existing under the laws of the
British Virgin Islands (“FounderCo”) and American Stock Transfer & Trust
Company as escrow agent (the “Escrow Agent”).

       

      WHEREAS,
the Company has entered into a Share Exchange Agreement, dated ___________, 2009
(the “Share Exchange Agreement”) with Li Yonghui, Yan Wang, Honest Best Int’l
Ltd, a company incorporated and existing under the laws of the British Virgin
Islands, FounderCo, AutoChina Group Inc, a company incorporated and existing
under the laws of the Cayman Islands (“AutoChina”), Fancy Think Limited, a
limited liability company established in Hong Kong under the Hong Kong Companies
Ordinance, and certain other parties, in connection with the exchange by the
Company of [_________] ordinary shares of the Company, par value $0.001 per
share (“Ordinary Shares”) for all one hundred percent (100%) of the issued share
capital of AutoChina all of which is held by FounderCo; and

       

      WHEREAS,
FounderCo has agreed, as a condition of the Share Exchange Agreement, to have
the Company deposit [_________] Ordinary Shares owned by FounderCo on the date
of this Agreement (the “Escrow Shares”), in escrow as hereinafter provided;
and

       

      WHEREAS,
the Company and FounderCo desire that the Escrow Agent accept the Escrow Shares,
in escrow, to be held and disbursed as hereinafter provided.

       

      NOW,
THEREFORE, IT IS AGREED:

       

      1.           Appointment of Escrow
Agent.  The Company and FounderCo hereby appoint the Escrow
Agent to act in accordance with and subject to the terms of this Agreement and
the Escrow Agent hereby accepts such appointment and agrees to act in accordance
with and subject to such terms.

       

      2.           Deposit of Escrow
Shares.  One the date of this Agreement, the Company shall
deliver to the Escrow Agent share certificate(s) representing the Escrow Shares
issued in the name of FounderCo together with instruments of transfer, duly
executed by FounderCo, in respect of the Escrow Shares (the “Escrow Transfer
Forms”) to be held and disbursed subject to the terms and conditions of this
Agreement.  FounderCo acknowledges and agrees that the share
certificate(s) representing its Escrow Shares will be legended to reflect the
deposit of such Escrow Shares under this Agreement.  The Company will
also cause an annotation to be made on the register of members of the Company to
reflect that such Escrow Shares are subject to restrictions set forth in this
Agreement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      3.           Disbursement of the Escrow
Shares.

       

      3.1.           The Escrow
Shares.  The Escrow Agent shall hold [________] of the Escrow
Shares (the “FY2009 EBITDA Holdback Consideration Shares”), until it receives a
certificate signed by the Chief Executive Officer or Chief Financial Officer of
the Company that sets forth the date of the proposed release of the share
certificate(s) representing the FY2009 EBITDA Remaining Holdback Consideration
Shares (the “FY2009 EBITDA Holdback Period”).  The Escrow Agent shall
hold the remaining [________] of the Escrow Shares (the “Remaining Holdback
Consideration Shares”), until it receives a certificate signed by the Chief
Executive Officer or Chief Financial Officer of the Company that sets forth the
date of the proposed release of the share certificate(s) representing the
Remaining Holdback Consideration Shares (the “Remaining Holdback
Period”).  Following the termination of the FY2009 EBITDA Holdback
Period, the Escrow Agent shall, upon receipt of a certificate, executed by the
Chief Executive Officer or Chief Financial Officer of the Company, in the form
attached hereto as Exhibit A, release
the Net FY2009 EBITDA Holdback Consideration Shares as set forth in such
certificate to FounderCo immediately upon the receipt of such certificate and a
number of shares equivalent to [the FY2009 EBITDA Holdback Consideration Shares
less the Net
FY2009 EBITDA Holdback Consideration Shares (the “FY2009 EBITDA Forfeit
Shares”)] shall be forfeited by FounderCo and cancelled by the Company and the
Escrow Agent shall promptly release the Escrow Transfer Form duly completed in
respect of the FY2009 EBITDA Forfeit Shares and the share certificate(s)
representing such FY2009 EBITDA Forfeit Shares and deliver the same to the
Company.  Following the termination of the Remaining Holdback Period,
the Escrow Agent shall, upon receipt of a certificate, executed by the Chief
Executive Officer or Chief Financial Officer of the Company, in the form
attached hereto as Exhibit B, release
the Net Remaining Holdback Consideration Shares as set forth in such certificate
to FounderCo immediately upon the receipt of such certificate and a number of
shares equivalent to [the Remaining Holdback Consideration Shares less the Net
Remaining Holdback Consideration Shares (the “Remaining Forfeit Shares”)] shall
be forfeited by FounderCo and cancelled by the Company and the Escrow Agent
shall promptly release the Escrow Transfer Form duly completed in respect of the
Remaining Forfeit Shares and the share certificate(s) representing the Remaining
Forfeit Shares.

       

      3.2.           Duties.  The
Escrow Agent shall have no further duties hereunder after the disbursement of
the Escrow Transfer Forms and share certificate(s) representing the Escrow
Shares in accordance with this Section 3.

       

      4.           Rights of FounderCo in
Escrow Shares.

       

      4.1.           Voting Rights as a
Shareholder.  Except as herein provided, FounderCo shall retain
all of their rights as Shareholders of the Company during the Escrow Period,
including, without limitation, the right to vote such shares.

       

      4.2.           Dividends and Other
Distributions in Respect of the Escrow Shares.  During the
Escrow Period, all dividends payable in cash with respect to the Escrow Shares
shall be paid to FounderCo, but all dividends payable in shares or other
non-cash property (the “Non-Cash Dividends”) shall be delivered to the Escrow
Agent to hold in accordance with the terms hereof.  As used herein,
the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends
distributed thereon, if any.

       

      4.3.           Restrictions on
Transfer.  During the Escrow Period (other than as permitted
under Section 3 above), no sale, transfer or other disposition may be made of
any or all of the Escrow Shares and the Company will not and will procure that
the secretary will not, register any such sale, transfer or other disposition of
the Escrow Shares.  During the Escrow Period, FounderCo shall not
pledge or grant a security interest in its Escrow Shares or grant a security
interest in its rights under this Agreement.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      5.           Concerning the Escrow
Agent.

       

      5.1.           Good Faith
Reliance.  The Escrow Agent shall not be liable for any action
taken or omitted by it in good faith and in the exercise of its own best
judgment, and 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 Escrow Agent), 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 Escrow Agent to be
genuine and to be signed or presented by the proper person or
persons.  The Escrow Agent shall not be bound by any notice or demand,
or any waiver, modification, termination or rescission of this Agreement unless
evidenced by a writing delivered to the Escrow Agent signed by the proper party
or parties and, if the duties or rights of the Escrow Agent are affected, unless
it shall have given its prior written consent thereto.

       

      5.2.           Indemnification.  To
the fullest extent permitted by applicable law, the Escrow Agent shall be
indemnified and held harmless by each of the Company and FounderCo, jointly and
severally, from and against any expenses, including counsel fees and
disbursements, or loss suffered by the Escrow Agent in connection with any
action, suit or other proceeding involving any claim which in any way, directly
or indirectly, arises out of or relates to this Agreement, the services of the
Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than
expenses or losses arising from the gross negligence or willful misconduct of
the Escrow Agent.  Promptly after the receipt by the Escrow Agent of
notice of any demand or claim or the commencement of any action, suit or
proceeding, the Escrow Agent shall notify the other parties hereto in
writing.  In the event of the receipt of such notice, the Escrow
Agent, in its sole discretion, may commence an action in the nature of
interpleader in an appropriate court to determine ownership or disposition of
the Escrow Shares or it may deposit the Escrow Shares with the clerk of any
appropriate court or it may retain the Escrow Shares pending receipt of a final,
non-appealable order of a court having jurisdiction over all of the parties
hereto directing to whom and under what circumstances the Escrow Shares are to
be disbursed and delivered.  The provisions of this Section 5.2 shall
survive in the event the Escrow Agent resigns or is discharged pursuant to
Sections 5.5 or 5.6 below.

       

      5.3.           Compensation.  The
Escrow Agent shall be entitled to reasonable compensation from the Company for
all services rendered by it hereunder, as set forth on Exhibit C
hereto.  The Escrow Agent shall also be entitled to reimbursement from
the Company for all reasonable expenses paid or incurred by it in the
administration of its duties hereunder including, but not limited to, all
reasonable counsel, advisors’ and agents’ fees and disbursements and all
reasonable taxes or other reasonable governmental charges.

       

      5.4.           Further
Assurances.  From time to time on and after the date hereof,
the Company and FounderCo shall deliver or cause to be delivered to the Escrow
Agent such further documents and instruments and shall do or cause to be done
such further acts as the Escrow Agent shall reasonably request to carry out more
effectively the provisions and purposes of this Agreement, to evidence
compliance herewith or to assure itself that it is protected in acting
hereunder.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      5.5.           Resignation.  The
Escrow Agent may resign at any time and be discharged from its duties as escrow
agent hereunder by its giving the other parties hereto written notice and such
resignation shall become effective as hereinafter provided.  Such
resignation shall become effective at such time that the Escrow Agent shall turn
over to a successor escrow agent appointed by the Company, the Escrow Shares
held hereunder.  If no new escrow agent is so appointed within the 60
day period following the giving of such notice of resignation, the Escrow Agent
may deposit the Escrow Shares with any court it deems appropriate.

       

      5.6.           Discharge of Escrow
Agent.  The Escrow Agent shall resign and be discharged from
its duties as escrow agent hereunder if so requested in writing at any time by
the Company and FounderCo, jointly, provided, however, that such
resignation shall become effective only upon acceptance of appointment by a
successor escrow agent as provided in Section 5.5.

       

      5.7.           Liability.  Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from
liability hereunder for its own gross negligence or its own willful
misconduct.

       

      6.           Miscellaneous.

       

      6.1.           Governing
Law.  This Agreement shall for all purposes be deemed to be
made under and shall be construed in accordance with the laws of the State of
New York.  Each of the parties hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this
Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive.  Each of the parties hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient
forum.

       

      6.2.           Entire
Agreement.  This Agreement contains the entire agreement of the
parties hereto with respect to the subject matter hereof and, except as
expressly provided herein, may not be changed or modified except by an
instrument in writing signed by the party to the charged.

       

      6.3.           Headings.  The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation thereof.

       

      6.4.           Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the respective parties hereto and their legal representatives,
successors and assigns.

       

      6.5.           Notices.  Any
notice or other communication required or which may be given hereunder shall be
in writing and either be delivered personally or by private national courier
service, or be mailed, certified or registered mail, return receipt requested,
postage prepaid, and shall be deemed given when so delivered personally or, if
sent by private national courier service, on the next business day after
delivery to the courier, or, if mailed, two business days after the date of
mailing, as follows:


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      If to the
Company, to:

       

      [AutoChina
Group Limited or such other name to be approved by SCAC]

      10F,
Room#1005, Fortune Int’l Building, No. 17

      North
DaLiuShu Road, Hai Dian District

      Beijing
100081, People’s Republic of China

      Attention:
James Sha

       

      If to
FounderCo, to:

      


      Room 3713, The Center, 99 Queen’s Road
Central, Hong Kong

      Attention:
Lynch Consultancy Limited

       

      and if to
the Escrow Agent, to:

       

      American
Stock Transfer & Trust Company

      59 Maiden
Lane

      New York,
New York 10038

      Attention:
Felix Orihuela

       

      A copy of
any notice sent hereunder shall be sent to (but which shall not constitute
notice):

       

      Loeb
& Loeb LLP

      345 Park
Avenue

      New York,
New York 10154

      Attention:
Mitchell S. Nussbaum, Esq.

       

      The
parties may change the persons and addresses to which the notices or other
communications are to be sent by giving written notice to any such change in the
manner provided herein for giving notice.

       

      6.6.           Liquidation of
Company.  The Company shall give the Escrow Agent written
notification of the liquidation and dissolution of the Company.


       

      - Signature page of the Company
immediately follows -

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      WITNESS
the execution of this Agreement as of the date first above written.

      


      
        
          
            
              	
                      [AutoChina
      Group Limited or such other name to be approved by
SCAC]

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      

       

      - Signature page of FounderCo
immediately follows -


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      WITNESS
the execution of this Agreement as of the date first above written.

       

      


      
        
          
            
              	
                      HONEST
      BEST INT’L LTD

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      Name:
      Wang Yan

                    
	 
      	
                      Title:
      Director

                    


            

          

        

      

       

      - Signature page of Escrow Agent
immediately follows -


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      WITNESS
the execution of this Agreement as of the date first above written.

       

      
        
          
            
              	
                      AMERICAN
      STOCK TRANSFER

                    
	
                      &
      TRUST COMPANY, as Escrow Agent

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
A

       

      Net
FY2009 EBITDA Holdback Consideration Shares Release Certificate

      


      American
Stock Transfer & Trust Company, LLC

      59 Maiden
Lane

      New York,
New York 10038

      For
the attention of:

      Fax:

      


      Copy
to:

      Honest
Best Int’l Ltd

      Room
3713, The Center, 99 Queen’s Road Central, Hong Kong Attention: Lynch
Consultancy Limited

       

      For the attention
of: Lynch Consultancy Limited

      Fax:

      


      [DATE]

      


      Share
Escrow Agreement – Net FY2009 EBITDA Holdback Consideration Shares Release
Certificate (the “Release Certificate”)

      


      We refer
to the Share Escrow Agreement dated _________, 2009 by and among [AutoChina
Group Limited or such other name to be approved by SCAC] f/k/a Spring Creek
Acquisition Corp., a Cayman Islands corporation (the “Company”), Honest Best
Int’l Ltd, a company incorporated and existing under the laws of the British
Virgin Islands (“FounderCo”) and American Stock Transfer & Trust Company as
escrow agent (the “Escrow Agent”) (the “Share Escrow
Agreement”).  Unless specified otherwise hereunder, words and
expressions used in this Release Certificate shall have the same meanings as in
the Share Escrow Agreement.

      


      This
Release Certificate is being provided to you in accordance with Section 3.1 of
the Share Escrow Agreement.

      


      The
Escrow Agent is hereby instructed to release share certificate(s) representing
[__________________] of the FY2009 EBITDA Holdback Consideration Shares (the
“Net FY2009 EBITDA Holdback Consideration Shares”) to FounderCo on
[____________] in accordance with Section 3.1 of the Share Escrow
Agreement.

      


      This
Release Certificate shall be governed by the laws of the State of New
York.

      


      Yours
sincerely,

      


      [AutoChina
Group Limited or such other name to be approved by SCAC]


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  	
                          By:

                        	 	 
      
	
                          Name:

                        	 	 
      
	
                          Title:

                        	
                          [Chief
      Executive Officer or Chief Financial
Officer]

                        


                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
B

       

      Net
Remaining Holdback Consideration Shares Release Certificate

      


      American
Stock Transfer & Trust Company, LLC

      59 Maiden
Lane

      New York,
New York 10038

      For
the attention of:

      Fax:

      


      Copy
to:

      Honest
Best Int’l Ltd

      Room
3713, The Center, 99 Queen’s Road Central, Hong Kong Attention: Lynch
Consultancy Limited

       

      For the attention
of: Lynch Consultancy Limited

      Fax:

      


      [DATE]

      


      Share
Escrow Agreement – Remaining Holdback Consideration Shares Release Certificate
(the “Release Certificate”)

      


      We refer
to the Share Escrow Agreement dated _________, 2009 by and among [AutoChina
Group Limited or such other name to be approved by SCAC] f/k/a Spring Creek
Acquisition Corp., a Cayman Islands corporation (the “Company”), Honest Best
Int’l Ltd, a company incorporated and existing under the laws of the British
Virgin Islands (“FounderCo”) and American Stock Transfer & Trust Company as
escrow agent (the “Escrow Agent”) (the “Share Escrow
Agreement”).  Unless specified otherwise hereunder, words and
expressions used in this Release Certificate shall have the same meanings as in
the Share Escrow Agreement.

      


      This
Release Certificate is being provided to you in accordance with Section 3.1 of
the Share Escrow Agreement.

      


      The
Escrow Agent is hereby instructed to release share certificate(s) representing
[__________________] of the Remaining Holdback Consideration Shares (the “Net
Remaining Holdback Consideration Shares”) to FounderCo on [____________] in
accordance with Section 3.1 of the Share Escrow Agreement.

      


      This
Release Certificate shall be governed by the laws of the State of New
York.

      


      Yours
sincerely,

      


      [AutoChina
Group Limited or such other name to be approved by SCAC]


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  	
                          By:

                        	 	 
      
	
                          Name:

                        	 	 
      
	
                          Title:

                        	
                          [Chief
      Executive Officer or Chief Financial
Officer]

                        


                

              

            

          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
C

       

      Escrow
Agent Fees

       

      [To be
determined]

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
C

    


    TARGETED
EBITDA GROWTH

    


    Earn-Out
Consideration Percentage (%) is equivalent to the percentage (%) set forth below
each of the respective thresholds for each of the applicable fiscal years ended
December 31.  Notwithstanding the foregoing, such Earn-Out
Consideration Percentage (%) is only applicable in the event that SCAC achieves
EBITDA of at least the amount set forth in parenthesis immediately following
each of the applicable fiscal years ended December 31 set forth
below.  For purposes of this Schedule C “G”
shall mean Targeted EBITDA Growth.

    


    
      
        
          
            
              
                
                  	
                          FY
      ending 12/31

                        	 	
                          G
      > 30%

                        	 	 	
                          G
      > 40%

                        	 	 	
                          G
      > 50%

                        	 	 	
                          G
      > 60%

                        	 	 	
                          G
      > 70%

                        	 	 	
                          G
      > 80%

                        	 	 	
                          G
      > 90%

                        	 
	
                          2009
      (US$22.50MM)

                        	 	 	5.0	%	 	 	7.5	%	 	 	10.0	%	 	 	12.5	%	 	 	15.0	%	 	 	17.5	%	 	 	20.0	%
	
                          2010
      (US$29.25MM)

                        	 	 	5.0	%	 	 	7.5	%	 	 	10.0	%	 	 	12.5	%	 	 	15.0	%	 	 	17.5	%	 	 	20.0	%
	
                          2011
      (US$38.03MM)

                        	 	 	5.0	%	 	 	7.5	%	 	 	10.0	%	 	 	12.5	%	 	 	15.0	%	 	 	17.5	%	 	 	20.0	%
	
                          2012
      (US$49.44MM)

                        	 	 	5.0	%	 	 	7.5	%	 	 	10.0	%	 	 	12.5	%	 	 	15.0	%	 	 	17.5	%	 	 	20.0	%
	
                          2013
      (US$64.27MM)

                        	 	 	5.0	%	 	 	7.5	%	 	 	10.0	%	 	 	12.5	%	 	 	15.0	%	 	 	17.5	%	 	 	20.0	%


                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
D

    


    SCAC
ARTICLES

    

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    SCHEDULE
E

    


    FORM
OF EXECUTIVE EMPLOYMENT AGREEMENT

    

      [AUTOCHINA
GROUP LIMITED OR SUCH OTHER NAME APPROVED BY SCAC]

       

      Executive Employment
Agreement

       

      This
EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), entered
into as of ______________, 2009, by and between [AutoChina Group Limited or such
other name to be approved by SCAC], a company organized under the laws of the
Cayman Islands (the "Company") and
__________ (the "Executive")
(collectively, the "Parties").

       

      RECITALS


       

      A.           The
Company desires to employ the Executive as its [•] and to assure itself of the
services of the Executive for the Period of Employment (as defined
below).

       

      B.           The
Executive desires to be employed by the Company as its [•] for the Period of
Employment and upon the terms and conditions of this Agreement.

       

      AGREEMENT


       

      ACCORDINGLY,
the Parties agree as follows:

       

      1.    Term of
Employment.  The Company shall employ the Executive to render
services to the Company in the position and with the duties and responsibilities
described in Section 2 for a period of three (3) years starting from the
date of this Agreement (the "Period of
Employment"), unless the Period of Employment is terminated sooner in
accordance with Sections 4 or 5 below or extended upon mutual agreement of
the Parties.

       

      
        	
              	
                2.

              	
                 Position,
      Duties, Responsibilities.

              


      

       

      2.1           Position.  The
Executive shall render services to the Company in the position of [•] and shall
perform all services appropriate to that position as well as such other services
as may reasonably be assigned by the Company, including serving as the [•] of
Hebei Chuanglian Trade Co., Ltd. (河北创联贸易有限公司),
an indirectly wholly-owned subsidiary of the Company established in the
People's Republic of China (the "PRC") ("Chuanglian") and any
other direct or indirect subsidiary of the Company.  The Executive's
principal place of employment shall be at any location decided by the board of
directors of the Company.  The Executive shall devote his best efforts
and full-time attention to the performance of his duties.  The
Executive shall report to the board of directors of
the Company.

       

      2.2           Other Activities.  Except
upon the prior written consent of the board of directors of the Company, the
Executive shall not (i) accept any other employment (except for academic
employment, position in industrial or professional associations, non-executive
director of other companies which do not compete with the Company's business
provided that such other companies purchase director liability insurance),
(ii) engage, invest or assist, directly or indirectly, in any other
business activity (whether or not pursued
for pecuniary advantage) that is or may be in conflict with, or that might place
the Executive in a conflicting position to that of the Company or (iii) act as
the legal representative or an executive officer of another company (excluding
any affiliates of the Company) within or outside the PRC.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      2.3           Execution of Chuanglian Employment
Agreement.  The Executive shall upon request of the Company execute
an employment agreement with Chuanglian or any other direct or indirect
subsidiary of the Company (in each case, a "Subsidiary Employment
Agreement") in accordance with PRC laws and regulations, in the form
substantially identical to this Agreement except for adjustments or alterations
required to comply with the relevant laws and regulations of the
PRC.

       

      3.           
Compensation and
Holiday.  In consideration of the services to be rendered under
this Agreement, the Executive shall be entitled to the following:

       

      3.1           Base
Salary.  The Company shall pay the Executive a "Base Salary" of
US$____________ per year, subject to adjustment in accordance with Section 3.2
below.  The Base Salary shall be paid in accordance with the Company's
regularly established payroll practices (The payment method of Base Salary is
set forth in Exhibit
A).

       

      3.2           Salary
Adjustment.  The Executive's Base Salary will be reviewed from
time to time in accordance with the established procedures of the Company for
adjusting salaries for similarly situated employees and may be adjusted in the
sole discretion of the Company.

       

      3.3           Benefits.  The
Executive shall be eligible to participate in the benefits made generally
available by the Company to similarly-situated executives, in accordance with
the benefit plans established by the Company (including the Company’s Equity
Incentive Plan), and as may be amended from time to time in the Company's sole
discretion.

       

      3.4           Bonus.  The
Executive shall not be entitled to any bonus unless otherwise approved by the
board of directors of the Company in its sole discretion.

       

      3.5           Holidays.  The
Executive shall be entitled, in addition to applicable statutory public
holidays, to take [·]
working days as paid holiday in each full calendar year.  If the
Executive's employment commences or terminates part way through a calendar year,
his entitlement to holidays will be assessed on a pro-rata basis in accordance
with the Company's holiday policy, as it may change from time to
time.

       

      3.6           Insurance.  The
Company shall purchase life insurance and medical insurance for the Executive
pursuant to applicable standards.

       

      3.7           Others.  The
salary and welfare provided respectively in the Subsidiary Employment Agreements
and this Agreement shall not be cumulative.  If there is any
discrepancy between the above provisions in Article 3 herein and the salary and
other welfare provided in the Subsidiary Employment Agreements, the Executive
shall, in addition to the salary and welfare provided in the Subsidiary
Employment Agreements, be entitled to the additional amount of the salary and
welfare (if any) provided in this Agreement only to the extent it exceeds those
provided in the Subsidiary Employment Agreements.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
              	
                4.

              	
                 Termination
      By Company.

              


      

       

      4.1           Termination for
Cause.  For purposes of this Agreement, "For Cause" shall mean
the occurrence of any of the following, subject only to any statutory
requirement of any applicable law: (i) the failure of the Executive to properly
carry out his duties after notice by the Company of the failure to do so and a
reasonable opportunity for the Executive to correct the same within a reasonable
period specified by the Company; (ii) any breach by the Executive of one or more
provisions of any written agreement with, or written policies of, the Company or
his fiduciary duties to the Company likely to cause material harm to the Company
and its affiliates, at the Company's reasonable discretion, or (iii) any theft,
fraud, dishonesty or serious misconduct by the Executive involving his duties or
the property, business, reputation or affairs of the Company and its
affiliates.  The Company may terminate the Executive's employment For
Cause at any time, without any advance notice or payment in lieu of
notice.  The Company shall pay to the Executive all compensation
prescribed under Section 3 hereof to which the Executive is entitled up through
the date of termination, subject to any other rights or remedies of the Company
under law, and thereafter all obligations of the Company under this Agreement
shall cease.

       

      4.2           By
Death.  The Executive's employment shall terminate
automatically upon the Executive's death.  The Company shall pay to
the Executive's beneficiaries or estate, as appropriate, any compensation then
due and owing under Section 3 hereof to which the Executive is entitled up
through the date of termination, subject to any other rights or remedies of the
Company under law, and thereafter all obligations of the Company under this
Agreement shall cease.  Nothing in this section shall affect any
entitlement of the Executive's heirs or devisees to the benefits of any life
insurance plan or other applicable benefits, if any. If the Executive dies
during the course of or in connection with the performance of his duty, subject
to applicable laws, the Company shall pay to the Executive's beneficiaries or
estate, as appropriate, a special compensation not exceeding the annual Base
Salary as provided in Article 3.1 above, as decided by the board of directors of
the Company.

       

      4.3           By Disability.  If
the Executive becomes eligible for the Company's long-term disability benefits
or if, in the sole opinion of the Company, the Executive is unable to carry out
the responsibilities and functions of the position held by the Executive by
reason of any physical or mental impairment for more than ninety (90)
consecutive days or more than one hundred twenty (120) days in any twelve-month
period, then, to the extent permitted by law, the Company may terminate the
Executive's employment.  The Company shall pay to the Executive all
compensation prescribed under Section 3 hereof to which the Executive is
entitled up through the date of termination, and thereafter all obligations of
the Company under this Agreement shall cease.  Nothing in this section
shall affect the Executive's rights under any disability plan in which the
Executive is a participant, if any.

       

      4.4           Other Termination by
Company.  In addition to Sections 4.1 through 4.3, the Company
may at any time terminate the employment of the Executive without cause by
giving one (1) month written notice to the Executive, in which case the
Executive will be eligible to receive an amount equal to three (3) months of the
then-current Base Salary of the Executive payable in the form of salary
continuation.  Such severance shall be reduced by any remuneration
paid to the Executive because of the Executive's employment or self-employment
during the severance period, and the Executive shall promptly report all such
remuneration to the Company in writing.  The Executive's eligibility
for severance is conditioned on the Executive having first signed a Termination
Certificate in the form attached as Exhibit
B.  The Executive shall not be entitled to any severance
payments if the Executive's employment is terminated For Cause, by death or by
disability (as provided above) or if the Executive's employment is terminated by
the Executive for any reason other than Good Reason, as defined
below.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      
        	
              	
                5.

              	
                 Termination
      By Executive.

              


      

       

      5.1           Termination by Executive
other than for Good Reason.  The Executive may terminate
employment with the Company at any time for any reason or no reason at all, upon
three (3) months' advance written notice.  During such notice period
the Executive shall continue to diligently perform all of the Executive's duties
hereunder.  The Company shall have the option, in its sole discretion,
to make the Executive's termination effective at any time prior to the end of
such notice period as long as the Company pays the Executive all compensation
under Section 3 hereof to which the Executive is entitled up through the last
day of the three (3) months' notice period.  Thereafter all
obligations of the Company shall cease.  Unless the Executive
terminates his employment for Good Reason, as provided in Section 5.2, no
severance or other separation benefits shall be paid to the
Executive.

       

      5.2           Termination for Good Reason After Change in
Control.  The Executive's termination shall be for Good Reason
(as defined below) if the Executive provides written notice to the Company of
the Good Reason within three (3) months of the event constituting Good Reason
and provides the Company with a period of twenty (20) days to cure the Good
Reason and the Company fails to cure the Good Reason within that
period.  For purposes of this Agreement, "Good Reason" shall
mean a material reduction in the Executive's Base Salary, except for reductions
that are comparable to reductions generally applicable to similarly situated
executives of the Company if (i) such reduction is effected by the Company
without the consent of the Executive and (ii) such event
occurs within three (3) months after a Change in Control (as hereinafter
defined).  For purposes of this Agreement, a "Change in Control" of
the Company shall be deemed to have occurred when:  (i) the
shareholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the shareholders of the Company immediately prior thereto holding
fifty percent (50%) or more of the outstanding voting securities of the Company
or the surviving entity immediately after such merger or consolidation; or (ii)
the shareholders of the Company approve either a plan of liquidation or
dissolution of the Company or an agreement for the sale, lease, exchange or
other transfer or disposition by the Company of fifty-percent (50%) or more of
the Company's assets.  If the Executive terminates his employment for
Good Reason, the Executive will be eligible to receive an amount equal to one
(1) month of the Executive's then-current Base Salary payable in the form of
salary continuation.  Thereafter all obligations of the Company or its
successor under this Agreement shall cease.  Any severance shall be
reduced by any remuneration paid to the Executive because of the Executive's
employment or self-employment during the severance period, and the Executive
shall promptly report all such remuneration to the Company or its successor in
writing.  The Executive's eligibility for severance is conditioned on
the Executive having first signed a Termination Certificate in the form attached
as Exhibit
B.

       

      
        	
              	
                6.

              	
                 Termination
      Obligations.

              


      

       

      The
Executive agrees that on or before termination of employment, he will promptly
return to the Company all documents and materials of any nature pertaining to
his work with the Company, including all originals and copies of all or any part
of any Proprietary Information or Inventions (as defined below) along with any
and all equipment and other tangible and intangible property of the
Company.  The Executive agrees not to retain any documents or
materials or copies thereof containing any Proprietary Information or
Inventions.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      The
Executive further agrees that:  (i) all representations,
warranties, and obligations under Articles 6, 7, 8, 10, 11, 12, 14.1, 14.2 and
14.3 contained in this Agreement shall survive the termination of the Period of
Employment; (ii) the Executive's representations, warranties and
obligations under Articles 6, 7, 8, 10, 11, 12, 14.1, 14.2 and 14.3 shall also
survive the expiration of this Agreement; and (iii) following any
termination of the Period of Employment, the Executive shall fully cooperate
with the Company in all matters relating to his continuing obligations under
this Agreement, including but not limited to the winding up of pending work on
behalf of the Company, the orderly transfer of work to the other employees of
the Company, and the defense of any action brought by any third party against
the Company that relates in any way to the Executive's acts or omissions while
employed by the Company.  The Executive also agrees to sign and
deliver the Termination Certificate attached hereto as Exhibit B prior to
his termination of employment with the Company.

       

      
        	
              	
                7.

              	
                 Post-Termination
      Activity.

              


      

       

      7.1           No Use of Proprietary
Information.  The Executive acknowledges that the pursuit of
the activities forbidden by this subsection would necessarily involve the use or
disclosure of Proprietary Information in breach of this Agreement, but that
proof of such a breach would be extremely difficult.  To forestall
such disclosure, use, and breach, and in consideration of the employment under
this Agreement, the Executive also agrees that while employed by the Company,
and for a period of one (1) year after termination of the Executive's
employment, the Executive shall not, directly or indirectly:

       

      (i)           divert
or attempt to divert from the Company or any Affiliate ("Affiliate" shall mean
any person or entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with
such entity).  For the purposes of this definition "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through the
ownership of voting securities, by contract or otherwise, and includes (x)
ownership directly or indirectly of 50% or more of the shares in issue or other
equity interests of such person, (y) possession directly or indirectly of 50% or
more of the voting power of such person or (z) the power directly or indirectly
to appoint a majority of the members of the board of directors or similar
governing body of such person, and the terms "controlling" and
"controlled"
have meanings correlative to the foregoing) any business of any kind in which it
is engaged, including, without limitation, soliciting business from or
performing services for, any persons, company or other entity which at any time
during the Executive's employment by the Company is a client, supplier, or
customer of the Company or prospective client, supplier, or customer of the
Company if such business or services are of the same general character as those
engaged in or performed by the Company;


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      (ii)           solicit
or otherwise induce any person to terminate his employment or consulting
relationship with the Company or any Affiliate; and

       

      (iii)          engage,
invest or assist in any business activity that directly or indirectly competes
with any business plan of the Company or any Affiliate.

       

      In
addition, because the Executive acknowledges the difficulty of establishing when
any intellectual property, invention, or proprietary information is first
conceived or developed by the Executive, or whether it results from access to
Proprietary Information or the Company equipment, supplies, facilities, or data,
the Executive agrees that any intellectual property, invention, or proprietary
information shall be reported to the Company and, unless proven otherwise to the
reasonable satisfaction of the Company, shall be presumed to be an Invention for
the purpose of this Agreement and shall be subject to all terms and conditions
hereof, if reduced to practice by the Executive or with the aid of the Executive
within one (1) year after termination of the Period of Employment.

       

      7.2           No
Competition.  Notwithstanding Section 7.1 above, while employed
by the Company and for a period equal to the greater of one (1) year after the
termination of the Executive's employment with the Company for any reason
whatsoever, the Executive shall not, directly or indirectly, as an executive,
employer, employee, consultant, agent, principal, partner, manager, stockholder,
officer, director, or in any other individual or representative capacity, engage
or participate in any business within the PRC and/or Hong Kong that is
competitive with the business of the Company or any
Affiliate.  Notwithstanding the foregoing, the Executive may own less
than one percent (1%) of any class of stock or security of any corporation
listed on an internationally recognized securities exchange which competes with
the Company.

       

      7.3           Enforceability.  The
covenants of this Article 7 are several and separate, and the unenforceability
of any specific covenant shall not affect the provisions of any other
covenant.  If any provision of this Article 7 relating to the
time period or geographic area of the restrictive covenants shall be declared by
a court of competent jurisdiction to exceed the maximum time period or
geographic area, as applicable, that such court deems reasonable and
enforceable, then this Agreement shall automatically be considered to have been
amended and revised to reflect the maximum time period or geographic area that
such court deems enforceable.

       

      7.4           Independent
Covenants.  All of the covenants in this Article 7 shall
be construed as an agreement independent of any other provision in this
Agreement, and the existence of any claim or cause of action of the Executive
against the Company or any of its Affiliates, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by the
Company of such covenants.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
              	
                8.

              	
                 Proprietary
      Information.

              


      

       

      The
Executive agrees during his employment with the Company and within three (3)
years thereafter, to hold in strictest confidence and trust, and not to use or
disclose to any person, firm or corporation any Proprietary Information without
the prior written consent of the Company, except as necessary in carrying out
his duties as an employee of the Company for the benefit of the
Company.  "Proprietary
Information" means any information of a proprietary, confidential or
secret nature that may be disclosed to the Executive that relates to the
business of the Company or of any parent, subsidiary, Affiliate, customer or
supplier of the Company or any other party with whom the Company agrees to hold
information of such party in confidence ("Relevant
Parties").  Such Proprietary Information includes, but is not
limited to, Inventions (as defined below), research, product plans, products,
services, business strategies, personnel information, customer lists, customers,
markets, technical information, forecasts, marketing, finances or other business
information of the Company and its Affiliates.  This information shall
remain confidential whether it was disclosed to the Executive either directly or
indirectly in writing, orally or by drawings or observation.  The
Executive understands that Proprietary Information does not include any of the
foregoing items which has become publicly known and made generally available
through no wrongful act of the Executive or others who were under
confidentiality obligations as to the items involved.

       

      
        	
              	
                9.

              	
                 Former Employer
      Information.

              


      

       

      The
Executive agrees that he will not, during his employment with the Company,
improperly use or disclose any proprietary information or trade secrets, or
bring onto the premises of the Company any unpublished document or proprietary
information belonging to any former or concurrent employer or other person or
entity (excluding Chuanglian and any other direct or indirect subsidiary of the
Company).

       

      
        	
              	
                10.

              	
                 Third Party
      Information.

              


      

       

      The
Executive recognizes that the Company has received and in the future will
receive confidential or proprietary information from third
parties.  The Executive agrees to hold all such confidential or
proprietary information in the strictest confidence and trust, and not to
disclose it to any person, firm or corporation or to use it except as necessary
in carrying out his work for the Company consistent with the Company's agreement
with such third party.

       

      
        	
              	
                11.

              	
                 No
      Conflict.

              


      

       

      The
Executive represents and warrants that the Executive's execution of this
Agreement, his employment with the Company, and the performance of his proposed
duties under this Agreement shall not violate any obligations he may have to any
former employer or other party, including any obligations with respect to
proprietary or confidential information or intellectual property rights of such
party.

       

      
        	
              	
                12.

              	
                 Inventions.

              


      

       

      12.1         Inventions Retained and
Licensed.  The Executive has attached, as Exhibit C, a list
describing all inventions, original works of authorship, developments,
improvements, and trade secrets which were made by the Executive prior to the
Executive's employment with the Company ("Prior Inventions"),
which belong to the Executive, and which relate to the Company's actual and/or
proposed business, products or research and development.  If, in the
course of his employment with the Company, the Executive incorporates into a
Company product, process or machine a Prior Invention owned by the Executive or
in which the Executive has an interest, the Company is hereby granted and shall
have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to
make, have made, modify, use and sell such Prior Invention as part of or in
connection with such product, process or machine.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      12.2           Assignment of
Inventions.  The Executive agrees that he will promptly make
full written disclosure to the Company, will hold in trust for the sole right
and benefit of the Company, and hereby irrevocably assign to the Company, or its
designee, all the Executive's right, title, and interest in and to any and all
inventions, original works of authorship, developments, concepts, improvements,
designs, drawings, discoveries, ideas, formulas, processes, compositions of
matter, software, databases, mask works, computer programs (including all source
codes) and related documentation, algorithms, engineering and reverse
engineering, technology, hardware configuration information, logos, trade names,
trademarks, patents, patent applications, copyrights, trade secrets or know-how,
which the Executive may solely or jointly conceive or develop or reduce to
practice, or cause to be conceived or developed or reduced to practice ("Inventions"), while
the Executive is employed by the Company.  The Executive further
acknowledges that all original works of authorship which are made by the
Executive (solely or jointly with others) within the scope of and during his
employment with the Company and which are protectible by copyright are "works made for hire,"
as that term is defined in the United States Copyright Act and that the Company
will be considered the author and owner of such works.  The Executive
understands and agrees that the decision whether or not to commercialize or
market any Invention developed by the Executive solely or jointly with others is
within the Company's sole discretion and for the Company's sole benefit and that
no royalty will be due to the Executive as a result of the Company's efforts to
commercialize or market any such Invention.

       

      12.3           Waiver of Moral
Rights.  To the utmost extent legally permitted, the Executive
also hereby forever waives and agrees never to assert any and all Moral Rights
(as defined below) he may have in or with respect to any Invention, even after
termination of his work on behalf of the Company.  "Moral Rights" mean
any rights to claim authorship of an Invention to object to or prevent the
modification of any Invention, or to withdraw from circulation or control the
publication or distribution of any Invention, and any similar right, existing
under judicial or statutory law of any country in the world, or under any
treaty, regardless of whether or not such right is denominated or generally
referred to as a "moral
right."

       

      12.4           Maintenance of
Records.  The Executive agrees to keep and maintain adequate
and current written records of all Inventions made by the Executive (solely or
jointly with others) during the Executive's employment with the
Company.  The records will be in the form of notes, sketches,
drawings, and any other format that may be specified by the
Company.  The records will be provided to, and remain the sole
property of, the Company at all times.

       

      12.5           Patent and Copyright
Registrations.  The Executive agrees to assist the Company, or
its designee, at the Company's expense, in every proper way, to secure the
Company's rights in the Inventions and any copyrights, patents, mask work
rights, trade secret rights or other intellectual property rights relating
thereto in any and all countries.  The Executive will disclose to the
Company all pertinent information and data which the Company deems necessary for
the execution of all applications, specifications, oaths, assignments and
execute all instruments necessary to apply for and obtain such rights and in
order to assign and convey to the Company, its successors, assigns, and
nominees, the sole and exclusive right, title and interest in and to such
Inventions, and any copyrights, patents, mask work rights, or other intellectual
property rights relating thereto.  The Executive further agrees that
the Executive's obligation to execute or cause to be executed, when it is in the
Executive power to do so, any such instrument or papers shall continue after the
termination of this Agreement.  If the Company is unable, because of
the Executive's mental or physical incapacity or for any other reason, to secure
his signature to apply for or to pursue any application for any patents or
copyright registrations covering the Inventions assigned to the Company as
above, then the Executive hereby irrevocably designates and appoints the Company
and its duly authorized officers and agents as his agent and attorney in fact,
to act for and in the Executive's behalf and stead to execute and file any such
applications and to do all other lawfully permitted acts to further the
prosecution and issuance of letters, patent or copyright registrations thereon
with the same legal force and effect as if executed by the
Executive.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
              	
                13.

              	
                 Alternative
      Dispute Resolution.

              


      

       

      The
Company and Executive mutually agree that any controversy or claim arising out
of or relating to this Agreement or the breach thereof, or any other dispute
between the parties, shall be submitted to mediation before a mutually agreeable
mediator, which cost is to be borne equally by the parties hereto. In the event
the Parties fail to agree on a mediator, or mediation is unsuccessful in
resolving the claim or controversy within one (1) month after the commencement
of mediation, such claim or controversy shall be resolved by arbitration in Hong
Kong under the auspices of the Hong Kong International Arbitration
Centre.

       

      
        	
              	
                14.

              	
                 Miscellaneous.

              


      

       

      14.1        
Continuing
Obligations.  The obligations in this Agreement will continue
in the event that the Executive is hired, renders services to or for the benefit
of or is otherwise retained at any time by any present or future Affiliates
of the Company.  Any reference to the Company in this Agreement will
include such Affiliates.  Upon the expiration or termination for any
reason whatsoever of this Agreement, the Executive shall forthwith resign from
any employment of office with an Affiliate of the Company unless the board of
directors of the Company requests otherwise.

       

      14.2        
Notification.  The
Executive hereby authorizes the Company to notify his actual or future employers
of the terms of this Agreement and his responsibilities hereunder.

       

      14.3        
Name and Likeness
Rights.  The Executive hereby authorizes the Company to use,
reuse, and to grant others the right to use and reuse, his name, photograph,
likeness (including caricature), voice, and biographical information, and any
reproduction or simulation thereof, in any media now known or hereafter
developed (including but not limited to film, video and digital or other
electronic media), both during and after his employment, for whatever purposes
the Company deems necessary.

       

      14.4        
Injunctive Relief. The Executive
understands that in the event of a breach or threatened breach of this Agreement
by him, the Company may suffer irreparable harm and will therefore be entitled
to injunctive relief to enforce this Agreement.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      14.5        
Legal
Fees.  In any dispute arising under or in connection with this
Agreement, the prevailing party shall be entitled to recover reasonable
attorney's fees.

       

      14.6        
Entire
Agreement.  This Agreement, including the exhibits attached
hereto, is intended to be the final, complete, and exclusive statement regarding
their subject matter, except for other agreements specifically referenced
herein.  Unless otherwise specifically provided for herein, this
Agreement supersedes all other prior and contemporaneous agreements and
statements pertaining to this subject matter, and may not be contradicted by
evidence of any prior or contemporaneous statements or agreements.  To
the extent that the practices, policies, or procedures of the Company, now or in
the future, apply to the Executive and are inconsistent with the terms of this
Agreement, the provisions of this Agreement shall control.

       

      14.7        
Amendments, Renewals
and Waivers.  This Agreement may not be modified, amended,
renewed or terminated except by an instrument in writing, signed by the
Executive and by a duly authorized representative of the Company other than the
Executive.  No failure to exercise and no delay in exercising any
right, remedy, or power under this Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, remedy, or power under
this Agreement preclude any other or further exercise thereof, or the exercise
of any other right, remedy, or power provided herein or by law or in
equity.

       

      14.8        
Assignment; Successors
and Assigns.  The Executive agrees that he will not assign,
sell, transfer, delegate or otherwise dispose of, whether voluntarily or
involuntarily, or by operation of law, any rights or obligations under this
Agreement, nor shall the Executive's rights be subject to encumbrance or the
claims of creditors.  Any purported assignment, transfer, or
delegation shall be null and void.  Nothing in this Agreement shall
prevent the consolidation of the Company with, or its merger into, any other
corporation, or the sale by the Company of all or substantially all of its
properties or assets, or the assignment by the Company of this Agreement and the
performance of its obligations hereunder to any successor in
interest.  In the event of a change in ownership or control of the
Company, the terms of this Agreement will remain in effect and shall be binding
upon any successor in interest.  Notwithstanding and subject to the
foregoing, this Agreement shall be binding upon and shall inure to the benefit
of the parties and their respective heirs, legal representatives, successors,
and permitted assigns, and shall not benefit any person or entity other than
those enumerated above.

       

      14.9        
Notices.  All
notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed to have been duly given or made as of the date
delivered or mailed if delivered personally or by nationally recognized courier
or mailed by registered mail (postage prepaid, return receipt requested) or by
telecopy to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice, except that notices of changes of
address shall be effective upon receipt):

       

      
        
          	
                   To:

                	
                  Company

                
	
                   Contact
      Address:

                	 
      
	
                   Attention:

                	 
      
	
                   Facsimile
      Number:

                	 
      
	 
      	 
      
	
                   To:

                	
                  Executive

                
	
                   Contact
      Address:

                	 
      
	
                   Attention:

                	 
      
	
                   Facsimile
      Number:

                	 
      


        

      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      14.10       Agent for
Services.  The Executive irrevocably authorises and appoints
[·] (or the firm which
at the time in question has succeeded to it and carries on its practice) as his
or her agent for service of notices and/or proceedings in relation to any matter
arising out of or in connection with this Agreement and service on such agent
shall be deemed to be service on the Executive.

       

      14.11       Waiver of
Immunity.  To the extent that any Party (including its
assignees of any such rights or obligations hereunder) may be entitled, in any
jurisdiction, to claim for itself (or himself or herself) or its revenues or
assets or properties, immunity from service of process, suit, the jurisdiction
of any court, an interlocutory order or injunction or the enforcement of the
same against its property in such court, attachment prior to judgment,
attachment in aid of execution of an arbitral award or judgment (interlocutory
or final) or any other legal process, and to the extent that, in any such
jurisdiction there may be attributed such immunity (whether claimed or not),
such Party hereby irrevocably waive such immunity.

       

      14.12       Severability;
Enforcement.  If any provision of this Agreement, or its
application to any person, place, or circumstance, is held by an arbitrator or a
court of competent jurisdiction to be invalid, unenforceable, or void, such
provision shall be enforced (by blue-penciling or otherwise) to the maximum
extent permissible under applicable law, and the remainder of this Agreement and
such provision as applied to other persons, places, and circumstances shall
remain in full force and effect.

       

      14.13       Governing
Law.  This Agreement shall in all respects be construed and
enforced in accordance with and governed by the laws of Hong Kong.

       

      14.14       Interpretation.  This
Agreement shall be construed as a whole, according to its fair meaning, and not
in favor of or against any party.  Sections and section headings
contained in this Agreement are for reference purposes only, and shall not
affect in any manner the meaning or interpretation of this
Agreement.  Whenever the context requires, references to the singular
shall include the plural and the plural the singular.  References to
one gender include both genders.

       

      14.15       Obligations Survive
Termination of Employment.  The Executive agrees that any and
all of the Executive's obligations under this Agreement capable of execution
after the termination of the Executive employment, including but not limited to
those contained in exhibits attached hereto, shall survive the termination of
employment and the termination of this Agreement.

       

      14.16       Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original of this Agreement, but all of which together shall constitute
one and the same instrument.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      EXECUTIVE
ACKNOWLEDGEMENT.  The Executive acknowledges (i) that he has consulted
with or has had the opportunity to consult with independent counsel of his own
choice concerning this Agreement and has been advised to do so by the Company,
and (ii) that he has read and understands the Agreement, is fully aware of its
legal effect, and has entered into it freely based on his own
judgment.  The Executive hereby agrees that his obligations set forth
in Sections 7, 8, and 9 hereof and the definitions of Proprietary Information
and Inventions contained therein shall be equally applicable to Proprietary
Information and Inventions relating to any work performed by the Executive for
the Company prior to the execution of this Agreement.

       

      The
parties have duly executed this Agreement as of the date first written
above.

       

      
        
          
            
              	 
      	
                      EXECUTIVE:

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      Name:

                    
	 
      	 
      
	 
      	
                      COMPANY:

                    
	 
      	 
      
	 
      	
                      [AUTOCHINA
      GROUP LIMITED OR SUCH

                      OTHER
      NAME TO BE APPROVED BY

                      SCAC]

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      The Base
Salary of the Executive shall be paid by the following method:


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      EXHIBIT
B

       

      TERMINATION
CERTIFICATE

      


      This is to certify that I have returned
all personal property of [AUTOCHINA GROUP LIMITED OR SUCH OTHER NAME TO BE
APPROVED BY SCAC] (the "Company") and the
Relevant Parties, including, without limitation, all books, manuals, records,
models, drawings, reports, notes, contracts, lists, blueprints, and other
documents and materials, electronic data recorded or retrieved by any means,
Proprietary Information, and equipment furnished to or prepared by me in the
course of or incident to my employment with the Company, and that I did not make
or distribute any copies of the foregoing.

      


      I further certify that I have reviewed
the Executive Employment Agreement (the "Agreement") signed by
me and that I have complied with and will continue to comply with all of its
terms, including, without limitation, (i) the reporting of any Inventions
or any improvement, rights, or claims related to the foregoing, conceived or
developed by me and covered by the Agreement; (ii) the preservation as
confidential of all Proprietary Information pertaining to the Company and the
Relevant Parties; (iii) not participating in any business competitive with the
business of the Company; (iv) not acting as the legal representative
or an executive officer of any other company within and outside the People’s
Republic of China, and (v) the reporting of any remuneration paid to me due to
any employment or self-employment during the severance period, if
any.  This certificate in no way limits my responsibilities or the
Company's rights under the Agreement.

      


      On termination of my employment with
the Company, I will be employed by [name of new employer] in the
[division name] division
and I will be working in connection with the following projects:

       

      [generally
describe the projects]

       

        
          

        

      

      
        

      

      
        

      

      
      

      
        

      

      


      
        
          
            
              
                	
                        Date:

                      	 
      	 
      	 
      
	 
      	 
      	
                        Print
      Executive's Name

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                        Executive's
      Signature

                      


              

            

          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      EXHIBIT
C

       

      LIST
OF PRIOR INVENTIONS

      AND
ORIGINAL WORKS OF AUTHORSHIP

       

      
        
          
            
              
                
                  
                    	
                            Title

                          	
                              

                          	
                            Date

                          	
                              

                          	
                            Identifying Number or Brief Description

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


                  

                

              

            

          

        

      

       

      
        
          	
                  ____________

                	 
      	
                  No
      inventions or
      improvements

                
	 
      	 
      	 
      
	
                  ____________

                	 
      	
                  Additional
      Sheets Attached

                


        

      

      


      
        
          
            
              
                
                  	
                          Signature
      of Executive: _______________________________

                        
	 
	
                          Printed
      Name of Executive: _____________________________

                        
	 
	
                          Date:
      __________________

                        


                

              

            

          

        

      

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
F

    


    FORM(S)
OF LABOR CONTRACT(S)

    

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
G

    


    LEASES
TO BE TERMINATED

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                公司名称

                                              	 
      	
                                                序号

                                              	 
      	
                                                协议名称及日期

                                              	 
      	
                                                出租方

                                              
	 	 	 	 	 	 	 
	
                                                河北益通汽车销售服务有限公司

                                              	 
      	
                                                1.

                                              	 
      	
                                                房屋租赁合同(2003/5/6)

                                              	 
      	
                                                河北万博汽车销售服务有限公司

                                              
	 	 	 	 	 	 	 
	
                                                河北盛美汽车贸易有限公司

                                              	 
      	
                                                2.

                                              	 
      	
                                                合作经营合同(无日期)

                                              	 
      	
                                                河北冀民贸易集团有限公司

                                              
	 	 	 	 	 	 	 
	
                                                河北盛文汽车贸易有限公司

                                              	 
      	
                                                3.

                                              	 
      	
                                                协议书
      (2004/9/5)

                                              	 
      	
                                                河北汽车(集团)有限责任公司

                                              
	 	 	 	 	 	 	 
	 
      	 
      	
                                                4.

                                              	 
      	
                                                房屋租赁合同(2003/11/15)

                                              	 
      	
                                                河北省汽车贸易总公司

                                              
	 	 	 	 	 	 	 
	
                                                河北盛达汽车贸易有限公司

                                              	 
      	
                                                5.

                                              	 
      	
                                                房屋租赁合同(2003/1/15)

                                              	 
      	
                                                河北万博汽车销售服务有限公司

                                              
	 	 	 	 	 	 	 
	
                                                石家庄裕华丰田汽车销售服务有限公司

                                              	 
      	
                                                6.

                                              	 
      	
                                                租地协议书(2007/4/1)

                                              	 
      	
                                                石家庄天公房地产开发有限公司

                                              
	 	 	 	 	 	 	 
	
                                                河北元兴行汽车销售服务有限公司

                                              	 
      	
                                                7.

                                              	 
      	
                                                联营协议(2007/8/8)

                                              	 
      	
                                                裕华区宋村居民委员会

                                              
	 	 	 	 	 	 	 
	
                                                河北美丰汽车销售服务有限公司

                                              	 
      	
                                                8.

                                              	 
      	
                                                房屋租赁合同(2006/5/29)

                                              	 
      	
                                                石家庄市西城宾馆

                                              
	 	 	 	 	 	 	 
	 
      	 
      	
                                                9.

                                              	 
      	
                                                房屋租赁合同(2007/1/5)

                                              	 
      	
                                                石家庄市振西实业总公司

                                              
	 	 	 	 	 	 	 
	 
      	 
      	
                                                10.

                                              	
                                                  

                                              	
                                                土地租赁合同(2007/5/22)

                                              	
                                                  

                                              	
                                                河北成城房地产开发有限公司

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
H

    


    PURCHASE
ORDER CONTRACT, VEHICLE SALES CONTRACT, AND VEHICLE OPERATION AND SERVICE
CONTRACT

    

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
I

    


    EQUITY
INCENTIVE PLAN

    
      

        [AUTOCHINA
GROUP LIMITED OR SUCH OTHER NAME TO BE APPROVED
BY SCAC]

         

        2009
EQUITY INCENTIVE PLAN

         

        1.           Purposes of the
Plan.  The purposes of this Plan are to attract and retain the
best available personnel, to provide additional incentives to Employees,
Directors and Consultants and to promote the success of the Company’s
business.

         

        2.           Definitions.  The
following definitions shall apply as used herein and in the individual Award
Agreements except as defined otherwise in an individual Award
Agreement.  In the event a term is separately defined in an individual
Award Agreement, such definition shall supercede the definition contained in
this Section 2.

         

        (a)           “Administrator” means
the Board or any of the Committees appointed to administer the
Plan.

         

        (b)           “Affiliate” and “Associate” shall have
the respective meanings ascribed to such terms in Rule 12b-2 promulgated
under the Exchange Act.

         

        (c)           “Applicable Laws”
means the legal requirements relating to the Plan and the Awards under
applicable provisions of the corporate and securities laws of the Cayman
Islands, the Code, the rules of any applicable stock exchange or national market
system, and the rules of any jurisdiction applicable to Awards granted to
residents therein.

         

        (d)           “Assumed” means that
pursuant to a Corporate Transaction either (i) the Award is expressly
affirmed by the Company or (ii) the contractual obligations represented by
the Award are expressly assumed (and not simply by operation of law) by the
successor entity or its Parent in connection with the Corporate Transaction with
appropriate adjustments to the number and type of securities of the successor
entity or its Parent subject to the Award and the exercise or purchase price
thereof which at least preserves the compensation element of the Award existing
at the time of the Corporate Transaction as determined in accordance with the
instruments evidencing the agreement to assume the Award.

         

        (e)           “Award” means the
grant of an Option, SAR, Dividend Equivalent Right, Restricted Share, Restricted
Share Unit or other right or benefit under the Plan.

         

        (f)           “Award Agreement”
means the written agreement evidencing the grant of an Award executed by the
Company and the Grantee, including any amendments thereto.

         

        (g)           “Board” means the
Board of Directors of the Company.


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        (h)           “Cause” means, with
respect to the termination by the Company or a Related Entity of the Grantee’s
Continuous Service, that such termination is for “Cause” as such term (or word
of like import) is expressly defined in a then-effective written agreement
between the Grantee and the Company or such Related Entity, or in the absence of
such then-effective written agreement and definition, is based on, in the
determination of the Administrator, the
Grantee’s:  (i) performance of any act or failure to perform any
act in bad faith and to the detriment of the Company or a Related Entity;
(ii) dishonesty, intentional misconduct or material breach of any agreement
with the Company or a Related Entity; or (iii) commission of a crime
involving dishonesty, breach of trust, or physical or emotional harm to any
person; provided, however, that with regard to any agreement that defines
“Cause” on the occurrence of or in connection with a Corporate Transaction or a
Change in Control, such definition of “Cause” shall not apply until a Corporate
Transaction or a Change in Control actually occurs.

         

        (i)        
   “Change in
Control” means a change in
ownership or control of the Company effected through either of the following
transactions:

         

        (i)           the
direct or indirect acquisition by any person or related group of persons (other
than an acquisition from or by the Company or by a Company-sponsored employee
benefit plan or by a person that directly or indirectly controls, is controlled
by, or is under common control with, the Company) of beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of
the Company’s outstanding securities pursuant to a tender or exchange offer made
directly to the Company’s shareholders which a majority of the Continuing
Directors who are not Affiliates or Associates of the offeror do not recommend
such shareholders accept, or

         

        (ii)          a
change in the composition of the Board over a period of twelve (12) months or
less such that a majority of the Board members (rounded up to the next whole
number) ceases, by reason of one or more contested elections for Board
membership, to be comprised of individuals who are Continuing
Directors.

         

        (j)      
     “Code” means the U.S.
Internal Revenue Code of 1986, as amended.

         

        (k)           “Committee” means any
committee composed of members of the Board appointed by the Board to administer
the Plan.

         

        (l)      
     “Company” means
[AutoChina Group Limited or such other name to be approved by SCAC], a company
incorporated under the laws of the Cayman Islands or any successor entity that
adopts the Plan in connection with a Corporate Transaction.

         

        (m)          “Consultant” means any
person (other than an Employee or a Director, solely with respect to rendering
services in such person’s capacity as a Director) who is engaged by the Company
or any Related Entity to render consulting or advisory services to the Company
or such Related Entity.

         

        (n)           “Continuing Directors”
means members of the Board who either (i) have been Board members
continuously for a period of at least twelve (12) months or (ii) have been
Board members for less than twelve (12) months and were elected or nominated for
election as Board members by at least a majority of the Board members described
in clause (i) who were still in office at the time such election or
nomination was approved by the Board.


        
          
             


          

          
            2

            
              

            

          

          
             


          

        


        (o)           “Continuous Service”
means that the provision of services to the Company or a Related Entity in any
capacity of Employee, Director or Consultant is not interrupted or
terminated.  In jurisdictions requiring notice in advance of an
effective termination as an Employee, Director or Consultant, Continuous Service
shall be deemed terminated upon the actual cessation of providing services to
the Company or a Related Entity notwithstanding any required notice period that
must be fulfilled before a termination as an Employee, Director or Consultant
can be effective under Applicable Laws.  A Grantee’s Continuous
Service shall be deemed to have terminated either upon an actual termination of
Continuous Service or upon the entity for which the Grantee provides services
ceasing to be a Related Entity.  Continuous Service shall not be
considered interrupted in the case of (i) any approved leave of absence,
(ii) transfers among the Company, any Related Entity, or any successor, in
any capacity of Employee, Director or Consultant, or (iii) any change in
status as long as the individual remains in the service of the Company or a
Related Entity in any capacity of Employee, Director or Consultant (except as
otherwise provided in the Award Agreement).  An approved leave of
absence shall include sick leave, military leave, or any other authorized
personal leave.  For purposes of each Incentive Stock Option granted
under the Plan, if such leave exceeds three (3) months, and reemployment upon
expiration of such leave is not guaranteed by statute or contract, then the
Incentive Stock Option shall be treated as a Non-Qualified Stock Option on the
day three (3) months and one (1) day following the expiration of such three (3)
month period.

         

        (p)           “Corporate
Transaction” means any of the following transactions, provided, however,
that the Administrator shall determine under parts (iv) and (v) whether multiple
transactions are related, and its determination shall be final, binding and
conclusive:

         

        (i)           a
merger or consolidation in which the Company is not the surviving entity, except
for a transaction the principal purpose of which is to change the jurisdiction
in which the Company is incorporated;

         

        (ii)          the
sale, transfer or other disposition of all or substantially all of the assets of
the Company;

         

        (iii)         the
complete liquidation or dissolution of the Company;

         

        (iv)        any
reverse merger or series of related transactions culminating in a reverse merger
(including, but not limited to, a tender offer followed by a reverse merger) in
which the Company is the surviving entity but (A) the Ordinary Shares
outstanding immediately prior to such merger are converted or exchanged by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise, or (B) in which securities possessing more than fifty
percent (50%) of the total combined voting power of the Company’s outstanding
securities are transferred to a person or persons different from those who held
such securities immediately prior to such merger or the initial transaction
culminating in such merger, but excluding any such transaction or series of
related transactions that the Administrator determines shall not be a Corporate
Transaction; or

         

        (v)         acquisition
in a single or series of related transactions by any person or related group of
persons (other than the Company or by a Company-sponsored employee benefit plan)
of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act)
of securities possessing more than fifty percent (50%) of the total combined
voting power of the Company’s outstanding securities but excluding any such
transaction or series of related transactions that the Administrator determines
shall not be a Corporate Transaction.


        
          
             


          

          
            3

            
              

            

          

          
             


          

        


        (q)           “Covered Employee”
means an Employee who is a “covered employee” under Section 162(m)(3) of the
Code.

         

        (r)      
     “Director” means a
member of the Board or the board of directors of any Related
Entity.

         

        (s)           “Disability” means as
defined under the long-term disability policy of the Company or the Related
Entity to which the Grantee provides services regardless of whether the Grantee
is covered by such policy.  If the Company or the Related Entity to
which the Grantee provides service does not have a long-term disability plan in
place, “Disability” means that a Grantee is unable to carry out the
responsibilities and functions of the position held by the Grantee by reason of
any medically determinable physical or mental impairment for a period of not
less than ninety (90) consecutive days.  A Grantee will not be
considered to have incurred a Disability unless he or she furnishes proof of
such impairment sufficient to satisfy the Administrator in its
discretion.

         

        (t)    
       “Dividend Equivalent
Right” means a right entitling the Grantee to compensation measured by
dividends paid with respect to Ordinary Shares.

         

        (u)           “Employee” means any
person, including an Officer or Director, who is in the employ of the Company or
any Related Entity, subject to the control and direction of the Company or any
Related Entity as to both the work to be performed and the manner and method of
performance.  The payment of a director’s fee by the Company or a
Related Entity shall not be sufficient to constitute “employment” by the
Company.

         

        (v)           “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

         

        (w)          “Fair Market Value”
means, as of any date, the value of Ordinary Shares determined as
follows:

         

        (i)           If
the Ordinary Shares are listed on one or more established stock exchanges or
national market systems, including without limitation The New York Stock
Exchange, The Nasdaq Global Select Market, the Nasdaq Global Market or The
Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value shall be
the closing sales price for such shares (or the closing bid, if no sales were
reported) as quoted on the principal exchange or system on which the Ordinary
Shares are listed (as determined by the Administrator) on the date of
determination (or, if no closing sales price or closing bid was reported on that
date, as applicable, on the last trading date such closing sales price or
closing bid was reported), as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;

         

        (ii)          If
the Ordinary Shares are regularly quoted on an automated quotation system
(including the OTC Bulletin Board) or by a recognized securities dealer, its
Fair Market Value shall be the closing sales price for such shares as quoted on
such system or by such recognized securities dealer on the date of
determination, but if selling prices are not reported, the Fair Market Value of
an Ordinary Share shall be the mean between the high bid and low asked prices
for the Ordinary Shares on the date of determination (or, if no such prices were
reported on that date, on the last date such prices were reported), as reported
in The Wall Street Journal or such other source as the Administrator deems
reliable; or


        
          
             


          

          
            4

            
              

            

          

          
             


          

        


        (iii)         In
the absence of an established market for the Ordinary Shares of the type
described in (i) and (ii), above, the Fair Market Value thereof shall be
determined by the Administrator in good faith.

         

        (x)     
      “Grantee” means an
Employee, Director or Consultant who receives an Award under the Plan or a
Holding Company, as the context may require.

         

        (y)           “Holding Company”
means an investment holding company wholly owned by an Employee, Director or
Consultant which holds an Award originally issued to such Employee, Director or
Consultant under the Plan.

         

        (z)       
    “Incentive Stock
Option” means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code.

         

        (aa)         “Non-Qualified Stock
Option” means an Option not intended to qualify as an Incentive Stock
Option.

         

        (bb)         “Officer” means a
person who is an officer of the Company or a Related Entity within the meaning
of Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.

         

        (cc)         “Option” means an
option to purchase Shares pursuant to an Award Agreement granted under the
Plan.

         

        (dd)      
  “Ordinary
Share” means a share of US$0.001 nominal or par value, of the Company,
or, if applicable, the number or fraction of American Depositary Receipt
representing an Ordinary Share.

         

        (ee)         “Parent” means a
“parent corporation”, whether now or hereafter existing, as defined in
Section 424(e) of the Code.

         

        (ff)          
“Performance-Based
Compensation” means compensation qualifying as “performance-based
compensation” under Section 162(m) of the Code.

         

        (gg)        
“Plan” means
this 2009 Equity Incentive Plan.

         

        (hh)         “Related Entity” means
any Parent or Subsidiary of the Company and any business, corporation,
partnership, limited liability company or other entity in which the Company or a
Parent or a Subsidiary of the Company holds a substantial ownership interest,
directly or indirectly.


        
          
             


          

          
            5

            
              

            

          

          
             


          

        


        (ii)           “Replaced” means that
pursuant to a Corporate Transaction the Award is replaced with a comparable
share or stock award or a cash incentive program of the Company, the successor
entity (if applicable) or Parent of either of them which preserves the
compensation element of such Award existing at the time of the Corporate
Transaction and provides for subsequent payout in accordance with the same (or a
more favorable) vesting schedule applicable to such Award.  The
determination of Award comparability shall be made by the Administrator and its
determination shall be final, binding and conclusive.

         

        (jj)           “Restricted Share”
means a Share issued under the Plan to the Grantee for such consideration, if
any, and subject to such restrictions on transfer, rights of first refusal,
repurchase provisions, forfeiture provisions, and other terms and conditions as
established by the Administrator.

         

        (kk)          “Restricted Share
Units” means an Award which may be earned in whole or in part upon the
passage of time or the attainment of performance criteria established by the
Administrator and which may be settled for cash, Shares or other securities or a
combination of cash, Shares or other securities as established by the
Administrator.

         

        (ll)           “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act or any successor
thereto.

         

        (mm)       
“SAR” means a
share appreciation right entitling the Grantee to Shares or cash compensation,
as established by the Administrator, measured by appreciation in the value of
Ordinary Shares.

         

        (nn)         “Share” means an
Ordinary Share of the Company.

         

        (oo)         “Subsidiary” means a
“subsidiary corporation”, whether now or hereafter existing, as defined in
Section 424(f) of the Code.

         

        3.      Shares Subject to the
Plan.

         

        (a)           Subject
to the provisions of Section 10, below, the maximum aggregate number of
Shares which may be issued pursuant to all Awards (including Incentive Stock
Options) is [____________] Shares.  In addition, Dividend Equivalent
Rights shall be payable solely in cash and therefore the issuance of Dividend
Equivalent Rights shall not be deemed to reduce the maximum aggregate number of
Shares which may be issued under the Plan.  SARs payable in Shares
shall reduce the maximum aggregate number of Shares which may be issued under
the Plan only by the net number of actual Shares issued to the Grantee upon
exercise of the SAR.  The Shares to be issued pursuant to Awards may
be authorized, but unissued, or reacquired Ordinary Shares.

         

        (b)           Any
Shares covered by an Award (or portion of an Award) which is forfeited, canceled
or expires (whether voluntarily or involuntarily) shall be deemed not to have
been issued for purposes of determining the maximum aggregate number of Shares
which may be issued under the Plan.  Shares that actually have been
issued under the Plan pursuant to an Award shall not be returned to the Plan and
shall not become available for future issuance under the Plan, except that if
unvested Shares are forfeited or repurchased by the Company at the lower of
their original purchase price or their Fair Market Value at the time of
repurchase, such Shares shall become available for future grant under the
Plan.  To the extent not prohibited by Section 422(b)(1) of the
Code (and the corresponding regulations thereunder), the listing requirements of
The New York Stock Exchange, The Nasdaq Global Market or other established stock
exchange or national market system on which the Ordinary Shares are traded and
Applicable Law, any Shares covered by an Award which are surrendered (i) in
payment of the Award exercise or purchase price (including pursuant to the “net
exercise” of an option pursuant to Section 7(b)(v)) or (ii) in
satisfaction of tax withholding obligations incident to the exercise of an Award
shall be deemed not to have been issued for purposes of determining the maximum
number of Shares which may be issued pursuant to all Awards under the Plan,
unless otherwise determined by the Administrator.


        
          
             


          

          
            6

            
              

            

          

          
             


          

        


        4.      Administration of the
Plan.

         

        (a)           Plan
Administrator.

         

        (i)           Administration with Respect
to Directors and Officers.  With respect to grants of Awards to
Directors or Employees who are also Officers or Directors of the Company, the
Plan shall be administered by (A) the Board or (B) a Committee
designated by the Board, which Committee shall be constituted in such a manner
as to satisfy the Applicable Laws and to permit such grants and related
transactions under the Plan to be exempt from Section 16(b) of the Exchange
Act in accordance with Rule 16b-3.  Once appointed, such
Committee shall continue to serve in its designated capacity until otherwise
directed by the Board.

         

        (ii)          Administration With Respect
to Consultants and Other Employees.  With respect to grants of
Awards to Employees or Consultants who are neither Directors nor Officers of the
Company, the Plan shall be administered by (A) the Board or (B) a Committee
designated by the Board, which Committee shall be constituted in such a manner
as to satisfy the Applicable Laws.  Once appointed, such Committee
shall continue to serve in its designated capacity until otherwise directed by
the Board.  The Board may authorize one or more Officers to grant such
Awards and may limit such authority as the Board determines from time to
time.

         

        (iii)         Administration With Respect
to Covered Employees.  Notwithstanding the foregoing, as of and
after the date that the exemption for the Plan under Section 162(m) of the
Code expires, as set forth in Section 17 below, grants of Awards to any
Covered Employee intended to qualify as Performance-Based Compensation shall be
made only by a Committee (or subcommittee of a Committee) which is comprised
solely of two or more Directors eligible to serve on a committee making Awards
qualifying as Performance-Based Compensation.  In the case of such
Awards granted to Covered Employees, references to the “Administrator” or to a
“Committee” shall be deemed to be references to such Committee or
subcommittee.

         

        (iv)        Administration
Errors.  In the event an Award is granted in a manner
inconsistent with the provisions of this subsection (a), such Award shall
be presumptively valid as of its grant date to the extent permitted by the
Applicable Laws.

         

        (b)           Powers of the
Administrator.  Subject to Applicable Laws and the provisions
of the Plan (including any other powers given to the Administrator hereunder),
and except as otherwise provided by the Board, the Administrator shall have the
authority, in its discretion:


        
          
             


          

          
            7

            
              

            

          

          
             


          

        


        (i)           to
select the Employees, Directors and Consultants to whom Awards may be granted
from time to time hereunder;

         

        (ii)          to
determine whether and to what extent Awards are granted hereunder;

         

        (iii)         to
determine the number of Shares or the amount of other consideration to be
covered by each Award granted hereunder;

         

        (iv)         to
approve forms of Award Agreements for use under the Plan;

         

        (v)         to
determine the terms and conditions of any Award granted hereunder;

         

        (vi)        to
establish additional terms, conditions, rules or procedures to accommodate the
rules or laws of applicable jurisdictions and to afford Grantees favorable
treatment under such rules or laws; provided, however, that no Award shall be
granted under any such additional terms, conditions, rules or procedures with
terms or conditions which are inconsistent with the provisions of the
Plan;

         

        (vii)       to
amend the terms of any outstanding Award granted under the Plan, provided that
(A) any amendment that would adversely affect the Grantee’s rights under an
outstanding Award shall not be made without the Grantee’s written consent,
provided, however, that an amendment or modification that may cause an Incentive
Stock Option to become a Non-Qualified Stock Option shall not be treated as
adversely affecting the rights of the Grantee, (B) the reduction of the
exercise price of any Option awarded under the Plan and the reduction of the
base appreciation amount of any SAR awarded under the Plan shall not be subject
to Shareholder approval and (C) canceling an Option or SAR at a time when
its exercise price or base appreciation amount (as applicable) exceeds the Fair
Market Value of the underlying Shares, in exchange for another Option, SAR,
Restricted Share, or other Award shall not be subject to Shareholder
approval;

         

        (viii)      to
construe and interpret the terms of the Plan and Awards, including without
limitation, any notice of award or Award Agreement, granted pursuant to the Plan;

         

        (ix)         to
grant Awards to Employees, Directors and Consultants employed outside the United
States on such terms and conditions different from those specified in the Plan
as may, in the judgment of the Administrator, be necessary or desirable to
further the purpose of the Plan;

         

        (x)          to
take such other action, not inconsistent with the terms of the Plan, as the
Administrator deems appropriate.


        
          
             


          

          
            8

            
              

            

          

          
             


          

        


        The
express grant in the Plan of any specific power to the Administrator shall not
be construed as limiting any power or authority of the Administrator; provided
that the Administrator may not exercise any right or power reserved to the
Board.  Any decision made, or action taken, by the Administrator or in
connection with the administration of this Plan shall be final, conclusive and
binding on all persons having an interest in the Plan.

         

        (c)           Indemnification. In
addition to such other rights of indemnification as they may have as members of
the Board or as Officers or Employees of the Company or a Related Entity,
members of the Board and any Officers or Employees of the Company or a Related
Entity to whom authority to act for the Board, the Administrator or the Company
is delegated shall be defended and indemnified by the Company to the extent
permitted by law on an after-tax basis against all reasonable expenses,
including attorneys’ fees, actually and necessarily incurred in connection with
the defense of any claim, investigation, action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan, or any Award granted hereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by the Company) or paid
by them in satisfaction of a judgment in any such claim, investigation, action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such claim, investigation, action, suit or proceeding that such
person is liable for gross negligence, bad faith or intentional misconduct;
provided, however, that within thirty (30) days after the institution of such
claim, investigation, action, suit or proceeding, such person shall offer to the
Company, in writing, the opportunity at the Company’s expense to defend the
same.

         

        5.      Eligibility.  Awards
other than Incentive Stock Options may be granted to Employees, Directors and
Consultants.  Incentive Stock Options may be granted only to Employees
of the Company or a Parent or a Subsidiary of the Company.  An
Employee, Director or Consultant who has been granted an Award may, if otherwise
eligible, be granted additional Awards.  Awards may be granted to such
Employees, Directors or Consultants who are residing in non-U.S. jurisdictions
as the Administrator may determine from time to time.

         

        6.      Terms and Conditions of
Awards.

         

        (a)           Types of Awards. The
Administrator is authorized under the Plan to award any type of arrangement to
an Employee, Director or Consultant that is not inconsistent with the provisions
of the Plan and that by its terms involves or might involve the issuance of
(i) Shares, (ii) cash or (iii) an Option, a SAR, or similar right
with a fixed or variable price related to the Fair Market Value of the Shares
and with an exercise or conversion privilege related to the passage of time, the
occurrence of one or more events, or the satisfaction of performance criteria or
other conditions.  Such awards include, without limitation, Options,
SARs, sales or bonuses of Restricted Shares, Restricted Share Units or Dividend
Equivalent Rights, and an Award may consist of one such security or benefit, or
two (2) or more of them in any combination or alternative.


        
          
             


          

          
            9

            
              

            

          

          
             


          

        


        (b)           Designation of
Award.  Each Award shall be designated in the Award
Agreement.  In the case of an Option, the Option shall be designated
as either an Incentive Stock Option or a Non-Qualified Stock
Option.  However, notwithstanding such designation, an Option will
qualify as an Incentive Stock Option under the Code only to the extent the
US$100,000 dollar limitation of Section 422(d) of the Code is not
exceeded.  The US$100,000 limitation of Section 422(d) of the
Code is calculated based on the aggregate Fair Market Value of the Shares
subject to Options designated as Incentive Stock Options which become
exercisable for the first time by a Grantee during any calendar year (under all
plans of the Company or any Parent or Subsidiary of the Company).  For
purposes of this calculation, Incentive Stock Options shall be taken into
account in the order in which they were granted, and the Fair Market Value of
the Shares shall be determined as of the grant date of the relevant
Option.  In the event that the Code or the regulations promulgated
thereunder are amended after the date the Plan becomes effective to provide for
a different limit on the Fair Market Value of Shares permitted to be subject to
Incentive Stock Options, then such different limit will be automatically
incorporated herein and will apply to any Options granted after the effective
date of such amendment.

         

        (c)           Conditions of
Award.  Subject to the terms of the Plan, the Administrator
shall determine the provisions, terms, and conditions of each Award including,
but not limited to, the Award vesting schedule, repurchase provisions, rights of
first refusal, forfeiture provisions, form of payment (cash, Shares, or other
consideration) upon settlement of the Award, payment contingencies, and
satisfaction of any performance criteria.  The performance criteria
established by the Administrator may be based on any one of, or combination of,
the following: (i) increase in share price, (ii) earnings per share, (iii) total
shareholder return, (iv) operating margin, (v) gross margin, (vi) return on
equity, (vii) return on assets, (viii) return on investment, (ix) operating
income, (x) net operating income, (xi) pre-tax profit, (xii) cash flow, (xiii)
revenue, (xiv) expenses, (xv) earnings before interest, taxes and depreciation,
(xvi) economic value added and (xvii) market share.  The performance
criteria may be applicable to the Company, Related Entities and/or any
individual business units of the Company or any Related
Entity.  Partial achievement of the specified criteria may result in a
payment or vesting corresponding to the degree of achievement as specified in
the Award Agreement.  In addition, the performance criteria shall be
calculated in accordance with generally accepted accounting principles, but
excluding the effect (whether positive or negative) of any change in accounting
standards and any extraordinary, unusual or nonrecurring item, as determined by
the Administrator, occurring after the establishment of the performance criteria
applicable to the Award intended to be performance-based
compensation.  Each such adjustment, if any, shall be made solely for
the purpose of providing a consistent basis from period to period for the
calculation of performance criteria in order to prevent the dilution or
enlargement of the Grantee’s rights with respect to an Award intended to be
performance-based compensation.

         

        (d)           Acquisitions and Other
Transactions.  The Administrator may issue Awards under the
Plan in settlement, assumption or substitution for, outstanding awards or
obligations to grant future awards in connection with the Company or a Related
Entity acquiring another entity, an interest in another entity or an additional
interest in a Related Entity whether by merger, share purchase, asset purchase
or other form of transaction.

         

        (e)           Deferral of Award
Payment.  The Administrator may establish one or more programs
under the Plan to permit selected Grantees the opportunity to elect to defer
receipt of consideration upon exercise of an Award, satisfaction of performance
criteria, or other event that absent the election would entitle the Grantee to
payment or receipt of Shares or other consideration under an
Award.  The Administrator may establish the election procedures, the
timing of such elections, the mechanisms for payments of, and accrual of
interest or other earnings, if any, on amounts, Shares or other consideration so
deferred, and such other terms, conditions, rules and procedures that the
Administrator deems advisable for the administration of any such deferral
program.


        
          
             


          

          
            10

            
              

            

          

          
             


          

        


        (f)     
      Separate
Programs.  The Administrator may establish one or more separate
programs under the Plan for the purpose of issuing particular forms of Awards to
one or more classes of Grantees on such terms and conditions as determined by
the Administrator from time to time.

         

        (g)           Individual Limitations on
Awards.

         

        (i)           Individual Limit for Options
and SARs.  The maximum number of
Shares with respect to which Options and SARs may be granted to any Grantee in
any calendar year shall be [___________].  To the extent required by
Section 162(m) of the Code or the regulations thereunder, in applying the
foregoing limitations with respect to a Grantee, if any Option or SAR is
canceled, the canceled Option or SAR shall continue to count against the maximum
number of Shares with respect to which Options and SARs may be granted to the
Grantee.  For this purpose, the repricing of an Option (or in the case
of a SAR, the base amount on which the stock appreciation is calculated is
reduced to reflect a reduction in the Fair Market Value of the Shares) shall be
treated as the cancellation of the existing Option or SAR and the grant of a new
Option or SAR.

         

        (ii)          Individual Limit for
Restricted Share and Restricted Share Units.  For awards of
Restricted Share and Restricted Share Units that are intended to be
Performance-Based Compensation, the maximum number of Shares with respect to
which such Awards may be granted to any Grantee in any calendar year shall be
[________].

         

        (iii)         Deferral. If the
vesting or receipt of Shares under an Award is deferred to a later date, any
amount (whether denominated in Shares or cash) paid in addition to the original
number of Shares subject to such Award will not be treated as an increase in the
number of Shares subject to the Award if the additional amount is based either
on a reasonable rate of interest or on one or more predetermined actual
investments such that the amount payable by the Company at the later date will
be based on the actual rate of return of a specific investment (including any
decrease as well as any increase in the value of an investment).

         

        (h)           Early
Exercise.  The Award Agreement may, but need not, include a
provision whereby the Grantee may elect at any time while an Employee, Director
or Consultant to exercise any part or all of the Award prior to full vesting of
the Award.  Any unvested Shares received pursuant to such exercise may
be subject to a repurchase right in favor of the Company or a Related Entity or
to any other restriction the Administrator determines to be
appropriate.

         

        (i)      
     Term of
Award.  The term of each Award shall be the term stated in the
Award Agreement, provided, however, that the term of an Incentive Stock Option
shall be no more than ten (10) years from the date of grant
thereof.  However, in the case of an Incentive Stock Option granted to
a Grantee who, at the time the Option is granted, owns shares representing more
than ten percent (10%) of the voting power of all classes of shares of the
Company or any Parent or Subsidiary of the Company, the term of the Incentive
Stock Option shall be five (5) years from the date of grant thereof or such
shorter term as may be provided in the Award
Agreement.  Notwithstanding the foregoing, the specified term of any
Award shall not include any period for which the Grantee has elected to defer
the receipt of the Shares or cash issuable pursuant to the
Award.


        
          
             


          

          
            11

            
              

            

          

          
             


          

        


        (j)   
        Transferability of
Awards.  Incentive Stock Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Grantee, only by the Grantee.  Other Awards shall be
transferable (i) by will and by the laws of descent and distribution and
(ii) during the lifetime of the Grantee: (A) to a Holding Company of such
Grantee, or (B) to the extent and in the manner authorized by the
Administrator.  Notwithstanding the foregoing, the Grantee may
designate one or more beneficiaries of the Grantee’s Award in the event of the
Grantee’s death on a beneficiary designation form provided by the
Administrator.

         

        If the
Grantee transfers an Award to a Holding Company, the Grantee and the Holding
Company shall enter into an agreement with the Company, which shall provide,
among other things, the following: (i) the Holding Company shall agree to be
bound by the Plan and the relevant provisions in the Award Agreement; and (ii)
neither the Holding Company nor the Grantee shall permit any direct or indirect
transfer of equity interests in the Holding Company.

         

        (k)           Time of Granting
Awards.  The date of grant of an Award shall for all purposes
be the date on which the Administrator makes the determination to grant such
Award, or such other later date as is determined by the
Administrator.

         

        7.      Award Exercise or Purchase
Price, Consideration and Taxes.

         

        (a)           Exercise or Purchase
Price.  The exercise or purchase price, if any, for an Award
shall be as follows:

         

        (i)           In
the case of an Incentive Stock Option:

         

        (A)           granted
to an Employee who, at the time of the grant of such Incentive Stock Option owns
shares representing more than ten percent (10%) of the voting power of all
classes of shares of the Company or any Parent or Subsidiary of the Company, the
per Share exercise price shall be not less than one hundred ten percent (110%)
of the Fair Market Value per Share on the date of grant; or

         

        (B)           granted
to any Employee other than an Employee described in the preceding paragraph, the
per Share exercise price shall be not less than one hundred percent (100%) of
the Fair Market Value per Share on the date of grant.

         

        (ii)           In
the case of a Non-Qualified Stock Option, the per Share exercise price shall be
not less than one hundred percent (100%) of the Fair Market Value per Share on
the date of grant.


        
          
             


          

          
            12

            
              

            

          

          
             


          

        


        (iii)           In
the case of SARs, the base appreciation amount shall be not less than one
hundred percent (100%) of the Fair Market Value per Share on the date of
grant.

         

        (iv)           In
the case of Awards intended to qualify as Performance-Based Compensation, the
exercise or purchase price, if any, shall be not less than one hundred percent
(100%) of the Fair Market Value per Share on the date of grant.

         

        (v)           In
the case of other Awards, such price as is determined by the
Administrator.

         

        (vi)          Notwithstanding
the foregoing provisions of this Section 7(a), in the case of an Award
issued pursuant to Section 6(c), above, the exercise or purchase price for
the Award shall be determined in accordance with the provisions of the relevant
instrument evidencing the agreement to issue such Award.

         

        (b)           Consideration.  Subject
to Applicable Laws, the consideration to be paid for the Shares to be issued
upon exercise or purchase of an Award including the method of payment, shall be
determined by the Administrator (and, in the case of an Incentive Stock Option,
shall be determined at the time of grant).  In addition to any other
types of consideration the Administrator may determine, the Administrator is
authorized to accept as consideration for Shares issued under the Plan the
following:

         

        (i)           
cash;

         

        (ii)           check;

         

        (iii)          surrender
of Shares or delivery of a properly executed form of attestation of ownership of
Shares as the Administrator may require which have a Fair Market Value on the
date of surrender or attestation equal to the aggregate exercise price of the
Shares as to which said Award shall be exercised;

         

        (iv)          with
respect to Options, payment through a broker-dealer sale and remittance
procedure pursuant to which the Grantee (A) shall provide written
instructions to a Company designated brokerage firm to effect the immediate sale
of some or all of the purchased Shares and remit to the Company sufficient funds
to cover the aggregate exercise price payable for the purchased Shares and
(B) shall provide written directives to the Company to deliver the
certificates for the purchased Shares directly to such brokerage firm in order
to complete the sale transaction;

         

        (v)           with
respect to Options, payment through a “net exercise” such that, without the
payment of any funds, the Grantee may exercise the Option and receive the net
number of Shares equal to (i) the number of Shares as to which the Option
is being exercised, multiplied by (ii) a fraction, the numerator of which
is the Fair Market Value per Share (on such date as is determined by the
Administrator) less the Exercise Price per Share, and the denominator of which
is such Fair Market Value per Share (the number of net Shares to be received
shall be rounded down to the nearest whole number of Shares); or

         

        (vi)          any
combination of the foregoing methods of payment.


        
          
             


          

          
            13

            
              

            

          

          
             


          

        


        The
Administrator may at any time or from time to time, by adoption of or by
amendment to the standard forms of Award Agreement described in
Section 4(b)(iv), or by other means, grant Awards which do not permit all
of the foregoing forms of consideration to be used in payment for the Shares or
which otherwise restrict one or more forms of consideration.

         

        (c)           Taxes.  No
Shares shall be delivered under the Plan to any Grantee or other person until
such Grantee or other person has made arrangements acceptable to the
Administrator for the satisfaction of any national, provincial or local income
and employment tax withholding obligations, including, without limitation,
obligations incident to the receipt of Shares.  Upon exercise or
vesting of an Award the Company shall withhold or collect from the Grantee an
amount sufficient to satisfy such tax obligations, including, but not limited
to, by surrender of the whole number of Shares covered by the Award sufficient
to satisfy the minimum applicable tax withholding obligations incident to the
exercise or vesting of an Award (reduced to the lowest whole number of Shares if
such number of Shares withheld would result in withholding a fractional Share
with any remaining tax withholding settled in cash).

         

        8.      Exercise of
Award.

         

        (a)           Procedure for Exercise;
Rights as a Shareholder.

         

        (i)       
    Any Award granted hereunder shall be exercisable at such
times and under such conditions as determined by the Administrator under the
terms of the Plan and specified in the Award Agreement.

         

        (ii)           An
Award shall be deemed to be exercised when written notice of such exercise has
been given to the Company in accordance with the terms of the Award by the
person or entity entitled to exercise the Award and full payment for the Shares
with respect to which the Award is exercised, including, to the extent selected,
use of the broker-dealer sale and remittance procedure to pay the purchase price
as provided in Section 7(b)(iv).

         

        (b)           Exercise of Award Following
Termination of Continuous Service.

         

        (i)   
        An Award may not be exercised
after the termination date of such Award set forth in the Award Agreement and
may be exercised following the termination of a Grantee’s Continuous Service
only to the extent provided in the Award Agreement.

         

        (ii)           Where
the Award Agreement permits a Grantee or a Holding Company to exercise an Award
following the termination of the Grantee’s Continuous Service for a specified
period, the Award shall terminate to the extent not exercised on the last day of
the specified period or the last day of the original term of the Award,
whichever occurs first.

         

        (iii)           Any
Award designated as an Incentive Stock Option to the extent not exercised within
the time permitted by law for the exercise of Incentive Stock Options following
the termination of a Grantee’s Continuous Service shall convert automatically to
a Non-Qualified Stock Option and thereafter shall be exercisable as such to the
extent exercisable by its terms for the period specified in the Award
Agreement.


        
          
             


          

          
            14

            
              

            

          

          
             


          

        


        9.           Conditions Upon Issuance of
Shares.

         

        (a)           Shares
shall not be issued pursuant to the exercise of an Award unless the exercise of
such Award and the issuance and delivery of such Shares pursuant thereto shall
comply with all Applicable Laws, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

         

        (b)           As
a condition to the exercise of an Award, the Company may require the person or
entity exercising such Award to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any Applicable
Laws.

         

        10.           Adjustments Upon Changes in
Capitalization.  Subject to any required action by the
Shareholders of the Company and Section 11 hereof, the number of Shares covered
by each outstanding Award, and the number of Shares which have been authorized
for issuance under the Plan but as to which no Awards have yet been granted or
which have been returned to the Plan, the exercise or purchase price of each
such outstanding Award, the maximum number of Shares with respect to which
Awards may be granted to any Grantee in any calendar year, as well as any other
terms that the Administrator determines require adjustment shall be
proportionately adjusted for (i) any increase or decrease in the number of
issued Shares resulting from a share split, reverse share split, share dividend,
combination or reclassification of the Shares, or similar transaction affecting
the Shares, (ii) any other increase or decrease in the number of issued
Shares effected without receipt of consideration by the Company, or
(iii) as the Administrator may determine in its discretion, any other
transaction with respect to Ordinary Shares including a corporate merger,
consolidation, acquisition of property or shares, separation (including a
spin-off or other distribution of shares or property), reorganization,
liquidation (whether partial or complete) or any similar transaction; provided,
however that conversion of any convertible securities of the Company shall not
be deemed to have been “effected without receipt of
consideration.”  In the event of any distribution of cash or other
assets to shareholders other than a normal cash dividend, the Administrator
shall also make such adjustments as provided in this Section 10 or substitute,
exchange or grant Awards to effect such adjustments (collectively “adjustments”).  Any
such adjustments to outstanding Awards will be effected in a manner that
precludes the enlargement of rights and benefits under such
Awards.  In connection with the foregoing adjustments, the
Administrator may, in its discretion, prohibit the exercise of Awards or other
issuance of Shares, cash or other consideration pursuant to Awards during
certain periods of time.  Except as the Administrator determines, no
issuance by the Company of shares of any class, or securities convertible into
shares of any class, shall affect, and no adjustment by reason hereof shall be
made with respect to, the number or price of Shares subject to an
Award.

         

        11.           Corporate Transactions and
Changes in Control.

         

        (a)           Termination of Award to
Extent Not Assumed in Corporate Transaction. Effective upon the
consummation of a Corporate Transaction, all outstanding Awards under the Plan
shall terminate.  However, all such Awards shall not terminate to the
extent they are Assumed in connection with the Corporate
Transaction.


        
          
             


          

          
            15

            
              

            

          

          
             


          

        


        (b)           Acceleration of Award Upon
Corporate Transaction or Change in Control.  Except as provided
otherwise in an individual Award Agreement, in the event of any Corporate
Transaction or Change in Control, there will not be any acceleration of vesting
or exercisability of any Award.

         

        12.           Effective Date and Term of
Plan.  The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the shareholders of the
Company.  It shall continue in effect for a term of ten (10) years
unless sooner terminated.  Subject to Section 16, below, and
Applicable Laws, Awards may be granted under the Plan upon its becoming
effective.

         

        13.           Amendment, Suspension or
Termination of the Plan.

         

        (a)           The
Board may at any time amend, suspend or terminate the Plan; provided, however,
that no such amendment shall be made without the approval of the Company’s
shareholders to the extent such approval is required by Applicable Laws, or if
such amendment would change any of the provisions of Section 4(b)(vi) or
this Section 13(a).

         

        (b)           No
Award may be granted during any suspension of the Plan or after termination of
the Plan.

         

        (c)           No
suspension or termination of the Plan (including termination of the Plan under
Section 12, above) shall adversely affect any rights under Awards already
granted to a Grantee.

         

        14.           Reservation of
Shares.

         

        (a)           The
Company, during the term of the Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

         

        (b)           The
inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been obtained.

         

        15.           No Effect on Terms of
Employment/Consulting Relationship.  The Plan shall not confer
upon any Grantee any right with respect to the Grantee’s Continuous Service, nor
shall it interfere in any way with his or her right or the right of the Company
or any Related Entity to terminate the Grantee’s Continuous Service at any time,
with or without cause, including but not limited to Cause, and with or without
notice.  The ability of the Company or any Related Entity to terminate
the employment of a Grantee who is employed at will is in no way affected by its
determination that the Grantee’s Continuous Service has been terminated for
Cause for the purposes of this Plan.


        
          
             


          

          
            16

            
              

            

          

          
             


          

        


        16.           No Effect on Retirement and
Other Benefit Plans.  Except as specifically provided in a
retirement or other benefit plan of the Company or a Related Entity, Awards
shall not be deemed compensation for purposes of computing benefits or
contributions under any retirement plan of the Company or a Related Entity, and
shall not affect any benefits under any other benefit plan of any kind or any
benefit plan subsequently instituted under which the availability or amount of
benefits is related to level of compensation.  The Plan is not a
“Pension Plan” or “Welfare Plan” under the Employee Retirement Income Security
Act of 1974, as amended.

         

        17.           Shareholder
Approval.  The grant of Incentive Stock Options under the Plan
shall be subject to approval by the shareholders of the Company within twelve
(12) months before or after the date the Plan is adopted excluding Incentive
Stock Options issued in substitution for outstanding Incentive Stock Options
pursuant to Section 424(a) of the Code.  Such shareholder
approval shall be obtained in the degree and manner required under Applicable
Laws.  The Administrator may grant Incentive Stock Options under the
Plan prior to approval by the shareholders, but until such approval is obtained,
no such Incentive Stock Option shall be exercisable.  In the event
that shareholder approval is not obtained within the twelve (12) month period
provided above, all Incentive Stock Options previously granted under the Plan
shall be exercisable as Non-Qualified Stock Options.

         

        18.           Unfunded
Obligation.  Grantees and Holding Companies shall have the
status of general unsecured creditors of the Company.  Any amounts
payable to Grantees or Holding Companies pursuant to the Plan shall be unfunded
and unsecured obligations for all purposes, including, without limitation,
Title I of the U.S. Employee Retirement Income Security Act of 1974, as
amended.  Neither the Company nor any Related Entity shall be required
to segregate any monies from its general funds, or to create any trusts, or
establish any special accounts with respect to such obligations.  The
Company shall retain at all times beneficial ownership of any investments,
including trust investments, which the Company may make to fulfill its payment
obligations hereunder.  Any investments or the creation or maintenance
of any trust or any Grantee or Holding Company account shall not create or
constitute a trust or fiduciary relationship between the Administrator, the
Company or any Related Entity and a Grantee or Holding Company, or otherwise
create any vested or beneficial interest in any Grantee or Holding Company or
the Grantee’s or Holding Company’s creditors in any assets of the Company or a
Related Entity.  Neither the Grantees nor the Holding Companies shall
have any claim against the Company or any Related Entity for any changes in the
value of any assets that may be invested or reinvested by the Company with
respect to the Plan.

         

        19.           Construction.  Captions
and titles contained herein are for convenience only and shall not affect the
meaning or interpretation of any provision of the Plan.  Except when
otherwise indicated by the context, the singular shall include the plural and
the plural shall include the singular.  Use of the term “or” is not
intended to be exclusive, unless the context clearly requires
otherwise.


        
          
             


          

          
            17

            
              

            

          

          
             


          

        

      

       

      
        MoFo
Draft 11/14/08

        


         [AUTOCHINA
GROUP LIMITED OR SUCH OTHER NAME TO BE APPROVED BY

        SCAC]
2009 EQUITY INCENTIVE PLAN

         

        NOTICE OF SHARE OPTION
AWARD

         

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Grantee’s
      Name and Address:

                                	 
      
	 	 
	 
      	 
      
	 	 
	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

        


        You (the
“Grantee”) have been granted an option to purchase Ordinary Shares (the
“Option”), subject to the terms and conditions of this Notice of Share Option
Award (the “Notice”), [AutoChina Group Limited or such other name to be approved
by SCAC] 2009 Equity Incentive Plan, as amended from time to time (the “Plan”)
and the Share Option Award Agreement (the “Option Agreement”) attached hereto,
as follows.  The Option may be held either by you or your Holding
Company.  Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Notice.

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Award
      Number

                                  	 
      	
                                    «Award_No_1»

                                  
	 
      	 
      	 
      
	
                                    Date
      of Award

                                  	 
      	 
      
	 
      	 
      	 
      
	
                                    Vesting
      Commencement Date

                                  	 
      	 
      
	 
      	 
      	 
      
	
                                    Exercise
      Price per Share

                                  	 
      	 
      
	 
      	 
      	 
      
	
                                    Total
      Number of Ordinary Shares

                                  	 
      	 
      
	 
      	 
      	 
      
	
                                    Subject
      to the Option (the “Shares”)

                                  	 
      	 
      
	 
      	 
      	 
      
	
                                    Total
      Exercise Price

                                  	 
      	 
      
	 
      	 
      	 
      
	
                                    Type
      of Option:

                                  	 
      	 
      
	 
      	 
      	 
      
	
                                    Expiration
      Date:

                                  	 
      	 
      
	 
      	 
      	 
      
	
                                    Post-Termination
      Exercise Period:

                                  	
                                      

                                  	
                                    Three
      (3)
Months

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

        


        Vesting
Schedule:

         

        Subject
to the Grantee’s Continuous Service and other limitations set forth in this
Notice, the Plan and the Option Agreement, the Option may be exercised, in whole
or in part, in accordance with the following schedule:

         

        25% of
the Shares subject to the Option shall vest twelve months after the Vesting
Commencement Date, and an additional 1/48th of the Shares shall vest monthly
thereafter.

         

        During
any authorized leave of absence, the vesting of the Option as provided in this
schedule shall be suspended after the leave of absence exceeds a period of
ninety (90) days.  Vesting of the Option shall resume upon the
Grantee’s termination of the leave of absence and return to service to the
Company or a Related Entity.  The Vesting Schedule of the Option shall
be extended by the length of the suspension.


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        In the
event of termination of the Grantee’s Continuous Service for Cause, the right of
the Grantee (including any Holding Company of the Grantee) to exercise the
Option shall terminate concurrently with the termination of the Grantee’s
Continuous Service, except as otherwise determined by the
Administrator.

         

        IN
WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree
that the Option is to be governed by the terms and conditions of this Notice,
the Plan, and the Option Agreement.

         

        
          
            
              
                	 
      	
                        [AutoChina Group Limited or such other name to

                      
	 
      	
                        be approved by SCAC],

                      
	 
      	
                        a company incorporated under the laws of the

                      
	 
      	
                        Cayman Islands

                      
	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	 
      
	 
      	
                        Title:

                      	 
      


              

            

          

        

        


        THE
GRANTEE (INCLUDING ANY HOLDING COMPANY OF SUCH GRANTEE) ACKNOWLEDGES AND AGREES
THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING THE
PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER).  THE GRANTEE
(INCLUDING ANY HOLDING COMPANY OF SUCH GRANTEE) FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON
THE GRANTEE (INCLUDING ANY HOLDING COMPANY OF SUCH GRANTEE) ANY RIGHT WITH
RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE,
NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE
COMPANY OR A RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE
THE GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT
NOTICE.  THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A
WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S
STATUS IS AT WILL.

         

        The
Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, and
represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts the Option subject to all of the terms and provisions hereof and
thereof.  The Grantee has reviewed this Notice, the Plan, and the
Option Agreement in their entirety, has had an opportunity to obtain the advice
of counsel prior to executing this Notice, and fully understands all provisions
of this Notice, the Plan and the Option Agreement.  The Grantee hereby
agrees that all questions of interpretation and administration relating to this
Notice, the Plan and the Option Agreement shall be resolved by the Administrator
in accordance with Section 17 of the Option Agreement.  The
Grantee further agrees to the arbitration provisions under Section 18 of
the Option Agreement.  The Grantee further agrees to notify the
Company upon any change in the residence address indicated in this
Notice.


        
          
             


          

          
            2

            
              

            

          

          
             


          

        


        The
Grantee further agrees that he or she shall not transfer the Option to his or
her Holding Company unless such Holding Company expressly agrees to be bound by
applicable provisions in this Notice and the Option Agreement.

         

        
          
            
              
                	
                        Dated:

                      	 
      	 
      	
                        Signed:

                      	 
      
	 
      	 
      	 
      	
                        Grantee

                      


              

            

          

        


        
          
             


          

          
            3

            
              

            

          

          
             


          

        


        Award
Number:  «Award_No_1»

         

        [AUTOCHINA
GROUP LIMITED OR SUCH OTHER NAME TO BE APPROVED BY

        SCAC]
2009 EQUITY INCENTIVE PLAN

         

        SHARE OPTION AWARD
AGREEMENT

         

        1.           Grant of
Option.  [AutoChina Group Limited or such other name to be
approved by SCAC], a company incorporated under the laws of the Cayman Islands,
(the “Company”) hereby grants to the Grantee (the “Grantee”) named in the Notice
of Share Option Award (the “Notice”), an option (the “Option”) to purchase the
Total Number of Ordinary Shares subject to the Option (the “Shares”) set forth
in the Notice, at the Exercise Price per Share set forth in the Notice (the
“Exercise Price”) subject to the terms and provisions of the Notice, this Share
Option Award Agreement (the “Option Agreement”) and the Company’s 2009 Equity
Incentive Plan, as amended from time to time (the “Plan”), which are
incorporated herein by reference.  Unless otherwise defined herein,
the terms defined in the Plan shall have the same defined meanings in this
Option Agreement.

         

        If
designated in the Notice as an Incentive Stock Option, the Option is intended to
qualify as an Incentive Stock Option as defined in Section 422 of the
Code.  However, notwithstanding such designation, the Option will
qualify as an Incentive Stock Option under the Code only to the extent the
US$100,000 dollar limitation of Section 422(d) of the Code is not
exceeded.  The US$100,000 limitation of Section 422(d) of the
Code is calculated based on the aggregate Fair Market Value of the Shares
subject to options designated as Incentive Stock Options which become
exercisable for the first time by the Grantee during any calendar year (under
all plans of the Company or any Parent or Subsidiary of the
Company).  For purposes of this calculation, Incentive Stock Options
shall be taken into account in the order in which they were granted, and the
Fair Market Value of the shares subject to such options shall be determined as
of the grant date of the relevant option.

         

        2.           Exercise of
Option.

         

        (a)           Right to
Exercise.  The Option shall be exercisable during its term in
accordance with the Vesting Schedule set out in the Notice and with the
applicable provisions of the Plan and this Option Agreement.  The
Option shall be subject to the provisions of Section 11 of the Plan
relating to the exercisability or termination of the Option in the event of a
Corporate Transaction.  The Grantee (including any Holding Company of
such Grantee) shall be subject to reasonable limitations on the number of
requested exercises during any monthly or weekly period as determined by the
Administrator.  In no event shall the Company issue fractional
Shares.


        
          
             


          

          
            1

            
              

            

          

          
             


          

        


        (b)           Method of
Exercise.  The Option shall be exercisable by delivery of an
exercise notice (a form of which is attached as Exhibit A) or by such other
procedure as specified from time to time by the Administrator which shall state
the election to exercise the Option, the whole number of Shares in respect of
which the Option is being exercised, and such other provisions as may be
required by the Administrator.  The exercise notice shall be delivered
in person, by certified mail, or by such other method (including electronic
transmission) as determined from time to time by the Administrator to the
Company accompanied by payment of the Exercise Price.  The Option
shall be deemed to be exercised upon receipt by the Company of such notice
accompanied by the Exercise Price, which, to the extent selected, shall be
deemed to be satisfied by use of the sale and remittance procedure to pay the
Exercise Price provided in Section 4(d) below.

         

        (c)           Taxes.  No
Shares will be delivered to the Grantee (including any Holding Company of such
Grantee) or other person pursuant to the exercise of the Option until the
Grantee (including any Holding Company of such Grantee) or other person has made
arrangements acceptable to the Administrator for the satisfaction of applicable
income tax and employment tax withholding obligations, including, without
limitation, such other tax obligations of the Grantee (including any Holding
Company of such Grantee) incident to the receipt of Shares.  Upon
exercise of the Option, the Company or the Grantee’s employer may offset or
withhold (from any amount owed by the Company or the Grantee’s employer to the
Grantee) or collect from the Grantee or other person an amount sufficient to
satisfy such tax withholding obligations.

         

        3.        Grantee’s
Representations.  The Grantee understands that neither the
Option nor the Shares exercisable pursuant to the Option have been registered
under any United States or non-U.S. securities laws.  In the event the
Shares purchasable pursuant to the exercise of the Option have not been
registered under the Securities Act of 1933, as amended, at the time the Option
is exercised, the Grantee shall, if requested by the Company, concurrently with
the exercise of all or any portion of the Option, deliver to the Company his or
her Investment Representation Statement in the form attached hereto as Exhibit
B.

         

        4.        Method of
Payment.  Payment of the Exercise Price shall be made by any of
the following, or a combination thereof, at the election of the Grantee;
provided, however, that such exercise method does not then violate any
Applicable Law:

         

        (a)           cash;

         

        (b)           check;

         

        (c)           surrender
of Shares or delivery of a properly executed form of attestation of ownership of
Shares as the Administrator may require which have a Fair Market Value on the
date of surrender or attestation equal to the aggregate Exercise Price of the
Shares as to which the Option is being exercised;

         

        (d)           payment
through a broker-dealer sale and remittance procedure pursuant to which the
Grantee (i) shall provide written instructions to a Company-designated brokerage
firm to effect the immediate sale of some or all of the purchased Shares and
remit to the Company sufficient funds to cover the aggregate exercise price
payable for the purchased Shares and (ii) shall provide written directives to
the Company to deliver the certificates for the purchased Shares directly to
such brokerage firm in order to complete the sale transaction;


        
          
             


          

          
            2

            
              

            

          

          
             


          

        


        (e)           payment
through a “net exercise” such that, without the payment of any funds, the
Grantee may exercise the Option and receive the net number of Shares equal to
(i) the number of Shares as to which the Option is being exercised, multiplied
by (ii) a fraction, the numerator of which is the Fair Market Value per Share
(on such date as is determined by the Administrator) less the Exercise Price per
Share, and the denominator of which is such Fair Market Value per Share (the
number of net Shares to be received shall be rounded down to the nearest whole
number of Shares); or

         

        (f)           any
combination of the foregoing methods of payment.

         

        5.         Restrictions on
Exercise.  The Option may not be exercised if the issuance of
the Shares subject to the Option upon such exercise would
constitute a violation of any Applicable Laws.  In addition, the
Option may not be exercised until such time as the Plan has been approved by the
shareholders of the Company.  If the exercise of the Option within the
applicable time periods set forth in Sections 6, 7 and 8 of this Option
Agreement is prevented by the provisions of this Section 4(f), the Option
shall remain exercisable until one (1) month after the date the Grantee is
notified by the Company that the Option is exercisable, but in any event no
later than the Expiration Date set forth in the Notice.

         

        6.         Termination or Change of
Continuous Service.  In the event the Grantee’s Continuous
Service terminates, other than for Cause, the Grantee (or the
Holding Company of such Grantee, as applicable) may, but only during the
Post-Termination Exercise Period, exercise the portion of the Option that was
vested at the date of such termination (the “Termination Date”).  The
Post-Termination Exercise Period shall commence on the Termination
Date.  In the event of termination of the Grantee’s Continuous Service
for Cause, the right of the Grantee (or the Holding Company of such Grantee, as
applicable) to exercise the Option shall, except as otherwise determined by the
Administrator, terminate concurrently with the termination of the Grantee’s
Continuous Service (also the “Termination Date”).  In no event,
however, shall the Option be exercised later than the Expiration Date set forth
in the Notice.  In the event of the Grantee’s change in status from
Employee, Director or Consultant to any other status of Employee, Director or
Consultant, the Option shall remain in effect and the Option shall continue to
vest in accordance with the Vesting Schedule set forth in the Notice; provided,
however, that with respect to any Incentive Stock Option that shall remain in
effect after a change in status from Employee to Director or Consultant, such
Incentive Stock Option shall cease to be treated as an Incentive Stock Option
and shall be treated as a Non-Qualified Stock Option on the day three (3)
months and one (1) day following such change in status.  Except
as provided in Sections 7 and 8 below, to the extent that the Option
was unvested on the Termination Date, or if the Grantee (or the Holding Company
of such Grantee, as applicable) does not exercise the vested portion of the
Option within the Post-Termination Exercise Period, the Option shall
terminate.


        
          
             


          

          
            3

            
              

            

          

          
             


          

        


        7.         Disability of
Grantee.  In the event the Grantee’s Continuous Service
terminates as a result of his or her Disability, the Grantee (or the Holding
Company of such Grantee, as applicable) may, but only within three (3) months
commencing on the Termination Date (but in no event later than the Expiration
Date), exercise the portion of the Option that was vested on the Termination
Date; provided, however, that if such Disability is not a “disability” as such
term is defined in Section 22(e)(3) of the Code and the Option is an
Incentive Stock Option, such Incentive Stock Option shall cease to be treated as
an Incentive Stock Option and shall be treated as a Non-Qualified Stock Option
on the day three (3) months and one (1) day following the Termination
Date.  To the extent that the Option was unvested on the Termination
Date, or if the Grantee does not exercise the vested portion of the Option
within the time specified herein, the Option shall
terminate.  Section 22(e)(3) of the Code provides that an
individual is permanently and totally disabled if he or she is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
twelve (12) months.

         

        8.         Death of
Grantee.  In the event of the termination of the Grantee’s
Continuous Service as a result of his or her death, or in the event of the
Grantee’s death during the Post-Termination Exercise Period or during the three
(3) month period following the Grantee’s termination of Continuous Service as a
result of his or her Disability, the person who acquired the right to exercise
the Option pursuant to Section 9 may exercise the portion of the Option
that was vested at the date of termination within three (3) months commencing on
the date of death (but in no event later than the Expiration
Date).  To the extent that the Option was unvested on the date of
death, or if the vested portion of the Option is not exercised within the time
specified herein, the Option shall terminate.

         

        9.         Transferability of
Option.  Incentive Stock Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Grantee, only by the Grantee.  The Option, if a
Non-Qualified Stock Option, may be transferable (i) by will and by the laws
of descent and distribution and (ii) during the lifetime of the Grantee:
(A) to a Holding Company of such Grantee, or (B) to the extent and in the manner
authorized by the Administrator.  Notwithstanding the foregoing, the
Grantee may designate one or more beneficiaries of the Grantee’s Award in the
event of the Grantee’s death on a beneficiary designation form provided by the
Administrator.  Following the death of the Grantee, the Option, to the
extent provided in Section 8, may be exercised by the Grantee’s legal
representative or by any person empowered to do so under the deceased Grantee’s
will or under the then applicable laws of descent and
distribution.  The terms of the Option shall be binding upon the
executors, administrators, heirs, successors and transferees of the
Grantee.

         

        If the
Grantee transfers an Award to a Holding Company, the Grantee and the Holding
Company shall enter into an agreement with the Company substantially in the form
attached hereto as Exhibit C, which shall provide, among other things, the
following: (i) the Holding Company shall agree to be bound by the Plan and the
relevant provisions of the Notice and the Option Agreement; and (ii) neither the
Holding Company nor the Grantee shall permit any direct or indirect transfer of
equity interests in the Holding Company.


        
          
             


          

          
            4

            
              

            

          

          
             


          

        


        10.       Term of
Option.  The Option must be exercised no later than the
Expiration Date set forth in the Notice or such earlier date as otherwise
provided herein.  After the Expiration Date or such earlier date, the
Option shall be of no further force or effect and may not be
exercised.

         

        11.       Forfeiture
Of Stock Options and Profits.  Notwithstanding anything to the
contrary herein, if a Grantee engages in any activity or conduct in violation of
the non-competition restrictions of the Grantee's Labor Contract with the
Company or a Related Entity (or any similar written agreement) after the
termination of Continuous Service, or, if there is no such Agreement or if the
Agreement does not contain a non-competition clause or restriction, and a
Grantee Competes (as defined below) with the Company or a Related Entity after
the termination of Continuous Service, then, at the election of the
Company:  (i) all unexercised Options (whether vested or unvested) shall
immediately terminate and be forfeited and the Grantee or his or her
beneficiaries or representatives shall not be able to exercise the Options, and
(ii) to the extent the Grantee or his or her beneficiaries or representatives
have exercised any Options in the six (6) month period ending on the date the
Grantee first engaged in the violation of the non-competition
restrictions,  the Company may rescind any such exercise of the Options (in
which case the Shares shall be returned to the Company and the Grantee's
exercise price shall be returned, or, in the case of an Option which was
exercised using the “net exercise” clause in Section 4(e) above, the Shares
shall be returned to the Company) or, at the Company's election, the Grantee may
be required to pay to the Company in cash or a cash equivalent acceptable to the
Company an amount equal to any profits Grantee received from the sale of the
shares subject to the Options, whether any such sale occurs during or after the
period of the Grantee's Continuous Service for the Company or before or after
the conduct occurs that violates the terms of the agreements with the
Company.  The amount of a Grantee's profits for these purposes will be
calculated as the difference between the sale price for the shares and the price
he or she paid to exercise the Options.  In any case there shall be no
offset from the amount owed the Company (including in a case where shares are
returned) for any tax liability a Grantee may have incurred as a result of the
exercise of the option or the sale of the shares.  The Grantee agrees
to return the shares or make this payment to the Company, as applicable, no
later than thirty (30) days after the date the Company requests such return or
payment.  The Grantee also consents to a deduction from any amounts
the Company owes them from time to time (including amounts owed as wages or
other compensation, fringe benefits, or vacation pay, as well as any other
amounts owed by the Company) to the extent of the amount the Grantee is
obligated to pay the Company under this Section.  Whether or not the
Company elects to make any set-off in whole or part, if the Company does not
recover by means of set-off the full amount a Grantee owes it, the Grantee
agrees to pay the unpaid balance within the time period specified
above.  For the purposes of this Section 11, a Grantee “Competes” with
the Company if such Grantee (during the period of Grantee’s employment with the
Company, and for the period of six (6) months after the date Grantee’s
employment with the Company ends for any reason) provides services, similar to
those he or she provided to the Company, to any person or entity “in
competition” (as defined below) with the Company anywhere in the
world.  At the present time, the Company and Related Entities engage
in the wholesale and retail sale of vehicles (including auto trading), vehicle
parts and vehicle accessories; vehicle repair and maintenance; insurance agency;
vehicle trade-in business; used car sales business; and vehicle consulting
services and vehicle storage services.  The Grantee understands that
the scope and nature of Grantee’s activities and services, and the Company’s
business, products or services, may change as the Company
develops.  The Grantee agrees that the scope of this provision will
change to cover any changes in Grantee’s activities or services, as well as any
changes in the Company or a Related Entity’s business, products or services,
during Grantee’s Continuous Service with the Company.


        
          
             


          

          
            5

            
              

            

          

          
             


          

        


        12.       Stop-Transfer
Notices.  In order to ensure compliance with the restrictions
on transfer set forth in this Option Agreement, the Notice or the Plan, the
Company may issue appropriate “stop transfer” instructions to its transfer
agent, if any, and, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.

         

        13.       Refusal to
Transfer.  The Company shall not be required (i) to transfer on
its books any Shares that have been sold or otherwise transferred in violation
of any of the provisions of this Option Agreement or (ii) to treat as owner of
such Shares or to accord the right to vote or pay dividends to any purchaser or
other transferee to whom such Shares shall have been so
transferred.

         

        14.       Lock-Up
Agreement.

         

        (a)           Agreement.  The
Grantee (including any Holding Company of such Grantee, as applicable), if
requested by the Company and the lead underwriter of any public offering of the
Ordinary Shares (the “Lead Underwriter”), hereby irrevocably agrees not to sell,
contract to sell, grant any option to purchase, transfer the economic risk of
ownership in, make any short sale of, pledge or otherwise transfer or dispose of
any interest in any Ordinary Shares or any securities convertible into or
exchangeable or exercisable for or any other rights to purchase or acquire
Ordinary Shares (except Ordinary Shares included in such public offering or
acquired on the public market after such offering) during the 200-day period
following the effective date of a registration statement of the Company filed
under the Securities Act of 1933, as amended, or such shorter or longer period
of time as the Lead Underwriter shall specify.  The Grantee further
agrees to sign such documents as may be requested by the Lead Underwriter to
effect the foregoing and agrees that the Company may impose stop-transfer
instructions with respect to such Ordinary Shares subject to the lock-up period
until the end of such period.  The Company and the Grantee acknowledge
that each Lead Underwriter of a public offering of the Company’s stock, during
the period of such offering and for the lock-up period thereafter, is an
intended beneficiary of this Section 14.

         

        (b)           No Amendment Without Consent
of Underwriter.  During the period from identification of a
Lead Underwriter in connection with any public offering of the Company’s
Ordinary Shares until the earlier of (i) the expiration of the lock-up period
specified in Section 14(a) in connection with such offering or (ii) the
abandonment of such offering by the Company and the Lead Underwriter, the
provisions of this Section 14 may not be amended or waived except with the
consent of the Lead Underwriter.


        
          
             


          

          
            6

            
              

            

          

          
             


          

        


        15.       Entire Agreement: Governing
Law.  The Notice, the Plan and this Option Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the
Company and the Grantee with respect to the subject matter hereof, and may not
be modified adversely to the interest of the Grantee (including any Holding
Company of such Grantee, as applicable) except by means of a writing signed by
the Company and the Grantee (or the Holding Company of such Grantee, as
applicable).  Nothing in the Notice, the Plan and this Option
Agreement (except as expressly provided therein) is intended to confer any
rights or remedies on any persons other than the parties.  The Notice,
the Plan and this Option Agreement are to be construed in accordance with and
governed by the internal laws of Hong Kong without giving effect to any choice
of law rule that would cause the application of the laws of any jurisdiction
other than the internal laws of Hong Kong to the rights and duties of the
parties.  Should any provision of the Notice, the Plan or this Option
Agreement be determined to be illegal or unenforceable, such provision shall be
enforced to the fullest extent allowed by law and the other provisions shall
nevertheless remain effective and shall remain enforceable.

         

        16.       Construction.  The
captions used in the Notice and this Option Agreement are inserted for
convenience and shall not be deemed a part of the Option for construction or
interpretation.  Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the
singular.  Use of the term “or” is not intended to be exclusive,
unless the context clearly requires otherwise.

         

        17.       Administration and
Interpretation.  Any question or dispute regarding the
administration or interpretation of the Notice, the Plan or this Option
Agreement shall be submitted by the Grantee (or the Holding Company of such
Grantee, as applicable) or by the Company to the Administrator.  The
resolution of such question or dispute by the Administrator shall be final and
binding on all persons.

         

        18.       Arbitration.  The
Company, the Grantee (including any Holding Company of such Grantee), and the
Grantee’s assignees pursuant to Section 9 (the “parties”) agree that any
suit, action, or proceeding arising out of or relating to the Notice, the Plan
or this Option Agreement shall be referred to and determined by arbitration at
the Hong Kong International Arbitration Centre and in accordance with its
Domestic Arbitration Rules.  The arbitration proceedings shall be
conducted in the English language.  The parties shall have the right
to conduct discovery which provides them with access to documents and witnesses
that are essential to the dispute, as determined by the
arbitrator.  The parties agree that the arbitrator shall have no
authority to vary the terms of the Notice, the Plan or this Option Agreement or
to award any punitive, consequential, incidental, indirect or special damages,
interest, fees or expenses.  The arbitrator's written award shall
include the essential findings and conclusions upon which the award is
based.  The decision of the arbitrator shall be final and may be
enforced in any court of competent jurisdiction.  In no event shall a
demand for arbitration be made after the date when the applicable statute of
limitations would bar the institution of a legal or equitable proceeding based
on such claim, dispute or other matter in question.  The parties shall
bear their own attorneys’ fees and other costs arising under this
Section 18 except as otherwise required by law.  If any one or
more provisions of this Section 18 shall for any reason be held invalid or
unenforceable, it is the specific intent of the parties that such provisions
shall be modified to the minimum extent necessary to make it or its application
valid and enforceable.


        
          
             


          

          
            7

            
              

            

          

          
             


          

        


        19.       Notices.  Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery, upon deposit for delivery by an
internationally recognized express mail courier service or upon deposit in the
United States mail by certified mail (if the parties are within the United
States), with postage and fees prepaid, addressed to the other party at its
address as shown in these instruments, or to such other address as such party
may designate in writing from time to time to the other party.

        


        20.       Confidentiality.  The
Grantee (including any Holding Company of such Grantee) shall keep the terms of
this Option Agreement, the Notice and Plan strictly confidential and may not
discuss such terms with anyone except the Plan Administrator or persons
authorized by the Plan Administrator.  If the Grantee breaches the
confidentiality obligations under this Section 20, the Company shall have the
right to revoke the Option.

         

        END
OF AGREEMENT


        
          
             


          

          
            8

            
              

            

          

          
             


          

        


        EXHIBIT
A

         

        [AUTOCHINA
GROUP LIMITED OR SUCH OTHER NAME TO BE APPROVED BY

        SCAC]
2009 EQUITY INCENTIVE PLAN

         

        EXERCISE
NOTICE

         

        [AutoChina
Group Limited or such other name to be approved by SCAC]

        Attention:
Corporate Secretary

         

        1.           Effective
as of today, ______________, the undersigned (the “Holder”) hereby elects to
exercise the Holder’s option to purchase ___________ Ordinary Shares (the
“Shares”) of [AutoChina Group Limited or such other name to be approved by
SCAC], a company incorporated under the laws of the Cayman Islands, (the
“Company”) under and pursuant to the Company’s 2009 Equity Incentive Plan, as
amended from time to time (the “Plan”) and the Share Option Award Agreement (the
“Option Agreement”) and Notice of Share Option Award (the “Notice”) dated
______________, ________.  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Exercise
Notice.  The Holder elects to pay the full Exercise Price for the
Shares by the following means, as authorized by the Option
Agreement:

         

         ̈
Cash

         

         ̈
Check

         

         ̈
Surrender or Attestation of Previously Owned Shares

         

         ̈
Broker-Dealer Sale and Remittance Procedure

         

         ̈ Net
Exercise

         

         ̈ A
combination of the foregoing methods of payment, with the number of Ordinary
Shares pursuant to each of the foregoing methods of payment set forth
immediately as follows in (parenthesis): Cash (________________), Check
(________________), Surrender of Attestation of Previously Owned Shares
(________________), Broker-Dealer Sale and Remittance Procedure
(________________), Net Exercise (________________)

         

        2.           Representations of the
Holder.  The Holder acknowledges that the Holder has received,
read and understood the Notice, the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.


        
          
             


          

          
            1

            
              

            

          

          
             


          

        


        3.           Rights as
Shareholder.  Until the issue of such Shares has been
registered in the Register of Members of the Company, no right to vote or
receive dividends or any other rights as a shareholder shall exist with respect
to the Shares, notwithstanding the exercise of the Option.  The
Company shall register the issue of such Shares in the Register of Members of
the Company and issue (or cause to be issued) such share certificate promptly
after the Option is exercised.  No adjustment will be made for a
dividend or other right for which the record date is prior to the date the share
certificate is issued, except as provided in Section 10 of the
Plan.  The Holder shall enjoy rights as a shareholder until such time
as the Holder disposes of the Shares.

         

        4.           Delivery of
Payment.  The Holder herewith delivers to the Company the full
Exercise Price for the Shares, which, to the extent selected, shall be deemed to
be satisfied by use of the broker-dealer sale and remittance procedure to pay
the Exercise Price provided in Section 4(d) of the Option
Agreement.

         

        5.           Tax
Consultation.  The Holder understands that the Holder may
suffer adverse tax consequences as a result of the Holder’s purchase or
disposition of the Shares.  The Holder represents that the Holder has
consulted with any tax consultants the Holder deems advisable in connection with
the purchase or disposition of the Shares and that the Holder is not relying on
the Company for any tax advice.

         

        6.           Taxes.  The
Holder agrees to satisfy all applicable federal, state and local income and
employment tax withholding obligations and herewith delivers to the Company the
full amount of such obligations or has made arrangements acceptable to the
Company to satisfy such obligations.

         

        7.           Restrictive
Legends.  The Holder understands and agrees that the Company
shall cause the legends set forth below or legends substantially equivalent
thereto, to be placed upon any certificate(s) evidencing ownership of the Shares
together with any other legends that may be required by the Company or by state
or federal securities laws:

         

        THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER
THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE THEREWITH.

         

        THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AS SET FORTH IN THE OPTION AGREEMENT BETWEEN THE ISSUER AND THE
ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE
PRINCIPAL OFFICE OF THE ISSUER.  SUCH TRANSFER RESTRICTIONS ARE
BINDING ON TRANSFEREES OF THESE SHARES.


        
          
             


          

          
            2

            
              

            

          

          
             


          

        


        8.           Successors and
Assigns.  The Company may assign any of its rights under this
Exercise Notice to single or multiple assignees, and this agreement shall inure
to the benefit of the successors and assigns of the Company.  Subject
to the restrictions on transfer herein set forth, this Exercise Notice shall be
binding upon the heirs, executors, administrators, successors and assigns of the
Holder.

         

        9.           Construction.  The
captions used in this Exercise Notice are inserted for convenience and shall not
be deemed a part of this agreement for construction or
interpretation.  Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the
singular.  Use of the term “or” is not intended to be exclusive,
unless the context clearly requires otherwise.

         

        10.          Administration and
Interpretation.  The Holder hereby agrees that any question or
dispute regarding the administration or interpretation of this Exercise Notice
shall be submitted by the Holder or by the Company to the
Administrator.  The resolution of such question or dispute by the
Administrator shall be final and binding on all persons.

         

        11.          Governing Law;
Severability.  This Exercise Notice is to be construed in
accordance with and governed by the internal laws of Hong Kong without giving
effect to any choice of law rule that would cause the application of the laws of
any jurisdiction other than the internal laws of Hong Kong to the rights and
duties of the parties.  Should any provision of this Exercise Notice
be determined by a court of law to be illegal or unenforceable, such provision
shall be enforced to the fullest extent allowed by law and the other provisions
shall nevertheless remain effective and shall remain enforceable.

         

        12.          Notices.  Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery, upon deposit for delivery by an
internationally recognized express mail courier service or upon deposit in the
United States mail by certified mail (if the parties are within the United
States), with postage and fees prepaid, addressed to the other party at its
address as shown below beneath its signature, or to such other address as such
party may designate in writing from time to time to the other
party.

         

        13.          Further
Instruments.  The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this agreement.

         

        14.          Entire
Agreement.  The Notice, the Plan and the Option Agreement are
incorporated herein by reference and together with this Exercise Notice
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Holder with respect to the subject matter
hereof, and may not be modified adversely to the Holder’s interest except by
means of a writing signed by the Company and the Holder.  Nothing in
the Notice, the Plan, the Option Agreement and this Exercise Notice (except as
expressly provided therein) is intended to confer any rights or remedies on any
persons other than the parties.


        
          
             


          

          
            3

            
              

            

          

          
             


          

        

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Submitted
      by:

                                          	 
      	
                                            Accepted
      by:

                                          
	 
      	 
      	 
      
	
                                            HOLDER:

                                          	 
      	
                                            [AUTOCHINA
      GROUP LIMITED OR SUCH

                                            OTHER
      NAME TO BE APPROVED BY SCAC]

                                          
	 
      	 
      	 
      
	 
      	 
      	
                                            By:

                                          	 
      
	 
      	 
      	 
      	 
      
	
                                            (Signature)

                                          	 
      	
                                            Title:

                                          	 
      
	 
      	 
      	 
      
	
                                            Address:

                                          	 
      	
                                            Address:

                                          
	 	 	 
	 
      	 
      	 
      
	 
      	 
      	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
             


          

          
            4

            
              

            

          

          
             


          

        


        EXHIBIT
B

         

        [AUTOCHINA
GROUP LIMITED OR SUCH OTHER NAME TO BE APPROVED BY

        SCAC]
2009 EQUITY INCENTIVE PLAN

         

        INVESTMENT
REPRESENTATION STATEMENT

         

        
          
            
              	
                      GRANTEE:

                    	_________________________________
      
	 
      	 
      
	
                      COMPANY:

                    	
                      [AUTOCHINA GROUP LIMITED OR SUCH OTHER NAME TO BE
      APPROVED BY SCAC]

                    
	 
      	 
      
	
                      SECURITY:

                    	
                      ORDINARY SHARES

                    
	 
      	 
      
	
                      AMOUNT:

                    	_________________________________
	 
      	 
      
	
                      DATE:

                    	_________________________________ 
      


            

          

        

         

        In
connection with the purchase of the above-listed Securities, the undersigned
Grantee represents to the Company the following:

         

        (a)           Grantee
is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities.  Grantee is
acquiring these Securities for investment for Grantee’s own account only and not
with a view to, or for resale in connection with, any “distribution” thereof
within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”).

         

        (b)           Grantee
acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon among other things, the bona fide nature of Grantee’s investment
intent as expressed herein.  Grantee further understands that the
Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is
available.  Grantee further acknowledges and understands that the
Company is under no obligation to register the Securities.  Grantee
understands that the certificate evidencing the Securities will be imprinted
with a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Company.

         

        (c)           Grantee
is familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited public
resale of “restricted securities” acquired, directly or indirectly from the
issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions.  Rule 701 provides that if the issuer qualifies under
Rule 701 at the time of the grant of the Option to the Grantee, the
exercise will be exempt from registration under the Securities
Act.  In the event the Company becomes subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
ninety (90) days thereafter (or such longer period as any market stand-off
agreement may require) the Securities exempt under Rule 701 may be resold,
except in the case of affiliates, such Securities may be resold subject to the
satisfaction of the applicable conditions specified by Rule 144, including:
(1) the availability of certain public information about the Company,
(2) the amount of Securities being sold during any three month period not
exceeding specified limitations, (3) the resale being made in an unsolicited
“broker’s transaction,” in transactions directly with a “market maker” or
“riskless principal transactions” (as said terms are defined under the
Securities Exchange Act of 1934) and (4) the timely filing of a
Form 144, if applicable.


        
          
             


          

          
            5

            
              

            

          

          
             


          

        


        In the
event that the Company does not qualify under Rule 701 at the time of the
grant of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which may require: the
availability of current public information about the Company; the resale to
occur more than a specified period after the purchase and full payment (within
the meaning of Rule 144) for the Securities; and, in the case of the sale of
Securities by an affiliate, the satisfaction of the conditions set forth in
sections (2), (3) and (4) of the paragraph immediately above.

         

        (d)           Grantee
further understands that in the event all of the applicable requirements of
Rule 701 or 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rules 144 and 701 are not
exclusive, the Staff of the Securities and Exchange Commission has expressed its
opinion that persons proposing to sell private placement securities other than
in a registered offering and otherwise than pursuant to Rules 144 or 701 will
have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and
their respective brokers who participate in such transactions do so at their own
risk.  Grantee understands that no assurances can be given that any
such other registration exemption will be available in such event.

         

        (e)           Grantee
represents that Grantee is a resident of the state of
____________________.

         

        
          
            
              	 
      	
                      Signature
      of Grantee:

                    
	 
      	 
      
	 
      	
                      Date:

                    


            

          

        

         

        
          
             


          

          
            6

            
              

            

          

          
             


          

        


        EXHIBIT
C

        


        TRANSFER
AGREEMENT

        


        THIS
TRANSFER AGREEMENT (this “Agreement”) is made as of ____, 200__ by and among
[Grantee] (the “Grantee”), [Holding Company] (the “Holding Company”) and
[AutoChina Group Limited or such other name to be approved by SCAC], a company
incorporated under the laws of the Cayman Islands (the “Company”).

        


        WHEREAS,
the Grantee holds an option (the “Option”) to purchase [   ]
ordinary shares of the Company (the “Shares”);

        


        WHEREAS,
the Option was issued to the Grantee by the Company pursuant to the Company’s
2009 Equity Incentive Plan (the “Plan”) and a Notice and Share Option Award
Agreement (the “Award Agreement”);

        


        WHEREAS,
the Holding Company is an investment holding company wholly owned by the
Grantee;

        


        WHEREAS,
the Plan and the Award Agreement expressly permit the transfer of the Option by
the Grantee to an investment holding company wholly owned by the
Grantee,

        


        NOW,
THEREFORE, the parties hereto agree as follows:

        


        1.           The
Grantee hereby agrees to transfer the Option to the Holding Company in
consideration of [   ] ordinary shares of the Holding Company
(the “Holding Company Shares”), and the Holding Company hereby agrees to issue
such Holding Company Shares to the Grantee in exchange for the
Option.

        


        2.           The
Holding Company agrees to be bound by all provisions of the Plan and the Award
Agreement (except those that relate to Grantee’s employment and provision of
services) as if it were the Grantee thereunder.

        


        3.           The
Holding Company agrees that it shall not issue any securities to any third party
other than the Grantee.  The Holding Company further agrees that it
shall not be involved in any business activity except in connection with its
ownership of the Option, such as exercising the Option (in full or in part) and
holding and disposing of the Shares.

        


        4.           Representations
and Warranties.

        


        (i)          The
Holding Company hereby represents that its authorized share capital is
[US$  ] divided into [   ] ordinary shares, par value
[US$  each], [   ] of which are issued and
outstanding.  As of the date hereof, all of the [   ]
ordinary shares are held by the Grantee.  Upon the completion of the
transactions contemplated hereunder, the Grantee will hold [   ]
ordinary shares of the Holding Company, which will represent all of the issued
and outstanding ordinary shares of the Holding Company.


        
          
             


          

          
            1

            
              

            

          

          
             


          

        


        (ii)         The
Grantee hereby represents that it has valid title to the Option, free of liens,
charges and other encumbrances, except as provided in the Plan, the Award
Agreement and this Agreement.

        


        (iii)        Each
of the parties hereto represents that this Agreement, when delivered, will
constitute the legal, valid and binding obligations of such party, enforceable
against such party in accordance with its terms.

        


        6.           Within
five (5) business days following the execution of this Agreement, (i) the
Holding Company shall issue a share certificate to the Grantee representing the
Holding Company Shares and update its register of members accordingly; and (ii)
the Company shall update its records to reflect the transfer of the Option from
the Grantee to the Holding Company.

        


        7.           This
Agreement shall be governed by and construed under the laws of the Cayman
Islands.

        


        8.           This
Agreement may be amended with the written consent of the Grantee, the Holding
Company and the Company.

        


        9.           This
Agreement may be executed in two or more counterparts, each of which shall be an
original, but all of which together shall constitute one
instrument.


        
          
             


          

          
            2

            
              

            

          

          
             


          

        


        IN
WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Agreement as of the date and year first above
written.

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 
      	
                                                GRANTEE

                                                 

                                              
	 
      	 	 
      
	 	 
	 
      	
                                                 

                                                HOLDING
      COMPANY

                                              
	 
      	 
      
	 
      	
                                                [Name
      of company]

                                              
	 
      	 
      
	 
      	
                                                By:

                                                 

                                              
	 
      	 	 
      
	 
      	
                                                Name:

                                              
	 
      	
                                                Title:

                                              
	 
      	 
      
	 
      	
                                                THE
      COMPANY

                                              
	 
      	 
      
	 
      	
                                                [AutoChina
      Group Limited or such other name

                                              
	 
      	
                                                to
      be approved by SCAC]

                                                 

                                              
	 
      	 	 
      
	 
      	
                                                Name:

                                              
	 
      	
                                                Title:

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        


        
          
             


          

          
            3

            
              

            

          

          
             


          

        



      EXHIBIT
A

       

      [AUTOCHINA
GROUP LIMITED OR SUCH OTHER NAME TO BE APPROVED BY

      SCAC]
2009 EQUITY INCENTIVE PLAN

       

      EXERCISE
NOTICE

       

      [AutoChina
Group Limited or such other name to be approved by SCAC]

      Attention:
Corporate Secretary

       

      1.           Effective
as of today, ______________, the undersigned (the “Holder”) hereby elects to
exercise the Holder’s option to purchase ___________ Ordinary Shares (the
“Shares”) of [AutoChina Group Limited or such other name to be approved by
SCAC], a company incorporated under the laws of the Cayman Islands, (the
“Company”) under and pursuant to the Company’s 2009 Equity Incentive Plan, as
amended from time to time (the “Plan”) and the Share Option Award Agreement (the
“Option Agreement”) and Notice of Share Option Award (the “Notice”) dated
______________, ________.  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Exercise
Notice.  The Holder elects to pay the full Exercise Price for the
Shares by the following means, as authorized by the Option
Agreement:

       

       ̈
Cash

       

       ̈
Check

       

       ̈
Surrender or Attestation of Previously Owned Shares

       

       ̈
Broker-Dealer Sale and Remittance Procedure

       

       ̈ Net
Exercise

       

       ̈ A
combination of the foregoing methods of payment, with the number of Ordinary
Shares pursuant to each of the foregoing methods of payment set forth
immediately as follows in (parenthesis): Cash (________________), Check
(________________), Surrender of Attestation of Previously Owned Shares
(________________), Broker-Dealer Sale and Remittance Procedure
(________________), Net Exercise (________________)

       

      2.           Representations of the
Holder.  The Holder acknowledges that the Holder has received,
read and understood the Notice, the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.

       

      3.           Rights as
Shareholder.  Until the issue of such Shares has been
registered in the Register of Members of the Company, no right to vote or
receive dividends or any other rights as a shareholder shall exist with respect
to the Shares, notwithstanding the exercise of the Option.  The
Company shall register the issue of such Shares in the Register of Members of
the Company and issue (or cause to be issued) such share certificate promptly
after the Option is exercised.  No adjustment will be made for a
dividend or other right for which the record date is prior to the date the share
certificate is issued, except as provided in Section 10 of the
Plan.  The Holder shall enjoy rights as a shareholder until such time
as the Holder disposes of the Shares.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      4.           Delivery of
Payment.  The Holder herewith delivers to the Company the full
Exercise Price for the Shares, which, to the extent selected, shall be deemed to
be satisfied by use of the broker-dealer sale and remittance procedure to pay
the Exercise Price provided in Section 4(d) of the Option
Agreement.

       

      5.           Tax
Consultation.  The Holder understands that the Holder may
suffer adverse tax consequences as a result of the Holder’s purchase or
disposition of the Shares.  The Holder represents that the Holder has
consulted with any tax consultants the Holder deems advisable in connection with
the purchase or disposition of the Shares and that the Holder is not relying on
the Company for any tax advice.

       

      6.           Taxes.  The
Holder agrees to satisfy all income and employment or similar tax withholding
obligations applicable pursuant to the laws of any relevant jurisdiction and
herewith delivers to the Company the full amount of such obligations or has made
arrangements acceptable to the Company to satisfy such obligations.

       

      7.           Restrictive
Legends.  The Holder understands and agrees that the Company
shall cause the legends set forth below or legends substantially equivalent
thereto, to be placed upon any certificate(s) evidencing ownership of the Shares
together with any other legends that may be required by the Company or by state
or federal securities laws:

       

      THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER
THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE THEREWITH.

       

      THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AS SET FORTH IN THE OPTION AGREEMENT BETWEEN THE ISSUER AND THE
ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE
PRINCIPAL OFFICE OF THE ISSUER.  SUCH TRANSFER RESTRICTIONS ARE
BINDING ON TRANSFEREES OF THESE SHARES.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      8.           Successors and
Assigns.  The Company may assign any of its rights under this
Exercise Notice to single or multiple assignees, and this agreement shall inure
to the benefit of the successors and assigns of the Company.  Subject
to the restrictions on transfer herein set forth, this Exercise Notice shall be
binding upon the heirs, executors, administrators, successors and assigns of the
Holder.

       

      9.           Construction.  The
captions used in this Exercise Notice are inserted for convenience and shall not
be deemed a part of this agreement for construction or
interpretation.  Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the
singular.  Use of the term “or” is not intended to be exclusive,
unless the context clearly requires otherwise.

       

      10.           Administration and
Interpretation.  The Holder hereby agrees that any question or
dispute regarding the administration or interpretation of this Exercise Notice
shall be submitted by the Holder or by the Company to the
Administrator.  The resolution of such question or dispute by the
Administrator shall be final and binding on all persons.

       

      11.           Governing Law;
Severability.  This Exercise Notice is to be construed in
accordance with and governed by the internal laws of Hong Kong without giving
effect to any choice of law rule that would cause the application of the laws of
any jurisdiction other than the internal laws of Hong Kong to the rights and
duties of the parties.  Should any provision of this Exercise Notice
be determined by a court of law to be illegal or unenforceable, such provision
shall be enforced to the fullest extent allowed by law and the other provisions
shall nevertheless remain effective and shall remain enforceable.

       

      12.           Notices.  Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery, upon deposit for delivery by an
internationally recognized express mail courier service or upon deposit in the
United States mail by certified mail (if the parties are within the United
States), with postage and fees prepaid, addressed to the other party at its
address as shown below beneath its signature, or to such other address as such
party may designate in writing from time to time to the other
party.

       

      13.           Further
Instruments.  The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this agreement.

       

      14.           Disclaimer with Respect to
PRC Residents.  If the Holder is a resident of the People’s
Republic of China (excluding Hong Kong, Macau, and Taiwan) (the “PRC Resident
Holder”), then the PRC Resident Holder understands that the PRC Resident Holder
is required to (i) file or register with, individually or collectively, as the
case may be, the State Administration of Foreign Exchange (“SAFE”) and any other
governmental authorities having jurisdiction over the PRC Resident Holder before
the PRC Resident Holder can lawfully own the Shares, and (ii) secure approval
from SAFE before the PRC Resident Holder can purchase foreign exchange with
Renminbi, unless the PRC Resident Holder otherwise legally owns foreign exchange
for the exercise of the PRC Resident Holder’s option to purchase the Shares, and
such filing or approval is not always attainable, and if the PRC Resident Holder
fails to secure filing with or approval from the PRC authorities, the PRC
Resident Holder may have difficulties either to remit foreign exchange to the
Company to exercise the PRC Resident Holder’s option to purchase the Shares or
to receive proceeds when the PRC Resident Holder sells shares issued pursuant to
the option.  Failure to comply with these rules may also result in
sanctions under the PRC foreign exchange regulations.  It is the PRC
Resident Holder’s duty to ensure full compliance with these PRC regulations at
the PRC Resident Holder’s own expense and the Company assumes no responsibility
to seek proper filing or approval on the PRC Resident Holder’s
behalf.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      15.           Entire
Agreement.  The Notice, the Plan and the Option Agreement are
incorporated herein by reference and together with this Exercise Notice
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Holder with respect to the subject matter
hereof, and may not be modified adversely to the Holder’s interest except by
means of a writing signed by the Company and the Holder.  Nothing in
the Notice, the Plan, the Option Agreement and this Exercise Notice (except as
expressly provided therein) is intended to confer any rights or remedies on any
persons other than the parties.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Submitted
      by:

                                      	 
      	
                                        Accepted
      by:

                                      
	 
      	 
      	 
      
	
                                        HOLDER:

                                      	 
      	
                                        [AUTOCHINA
      GROUP LIMITED OR SUCH

                                        OTHER
      NAME TO BE APPROVED BY SCAC]

                                      
	 
      	 
      	 
      
	 
      	 
      	
                                        By:

                                      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                        Title:

                                      	 
      
	
                                        (Signature)

                                      	 
      	 
      
	 
      	 
      	 
      
	
                                        Address:

                                      	 
      	
                                        Address:

                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 	 	 


                              

                               

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
J

    


    FORM
OF LEGAL OPINION TO BE DELIVERED

    BY
THE WARRANTORS’ PRC COUNSEL

    
      

        Disclosure
Schedule to the Legal Opinion

         

        Unless
otherwise defined herein, capitalized terms used in this disclosure schedule
(the “Disclosure Schedule”) shall have the same meaning ascribed to them in the
Share Exchange Agreement.

         

        Section
A

         

        Set forth
below is a chart showing the equity holding structure of the PRC Subsidiaries as
of the date of this legal opinion:

        


        

        


        In the
above chart, “ ”
refers to control by equity, and “”
refers to control by contract.

        


        Besides
as presented in the above structure, (i) Kaiyuan Real Estate holds a two percent
(2%) equity interest in Xuwei Trade, an one percent (1%) equity interest in
Shengrong Kaiyuan, a sixty percent (60%) equity interest in Kaiyuan Doors and
Windows and a ninety-three percent (93%) equity interest in Hebei Advertising;
(ii) Hebei Liantuo holds a fifty-five percent (55%) equity interest in Handan
Aohua; and (iii) Shijiazhuang Yuhua holds a seventy percent (70%) equity
interest in Hengshui Yuhua.

         

        Section
B

         

        Each of
the following PRC Subsidiaries has not obtained relevant governmental approvals
or permits or has not carried out relevant procedures for registration or
filing:


        
          
             


          

          
            1

            
              

            

          

          
             


          

        

         

        
          	
                  (i)

                	
                  Kaiyuan
      Auto Trade and Chuanglian Auto Trade have not (a) obtained the brand auto
      sales authorization, (b) entered into the dealership authorization
      agreements, or (c) been listed in the List of Brand Auto Sales
      Enterprises.

                


        

         

        According
to the Measures for Implementation of the Administration of Brand-specific Auto
Sales (No. 10 Decree issued by the Ministry of Commerce, the National
Development and Reform Commission and the State Administration for Industry and
Commerce in 2005), no auto resources shall be provided to any PRC Subsidiary
that has not received authorization for brand-specific auto sales or does not
satisfy the conditions for carrying out the relevant operations; in the event
that a PRC Subsidiary has not completed the filing procedures with the national
administrative department of industry and commerce, possibly its scope of
business may not be ratified as including “sales of brand automobiles” by the
local administrative department of industry and commerce.

         

        
          	
                  (ii)

                	
                  Each
      of the following 4S Stores has not carried out the filing procedures with
      the provincial authority of commerce that are required for entities
      engaged in second-hand automobile
transactions:

                


        

         

        
          	
                   
      

                	
                  1.

                	
                    Hebei
      Liantuo;

                


        

         

        
          	
                   
      

                	
                  2.

                	
                    Hebei
      Yitong;

                


        

         

        
          	
                   
      

                	
                  3.

                	
                    Shijiazhuang
      Yuhua;

                


        

         

        
          	
                   
      

                	
                  4.

                	
                    Hebei
      Shengwen;

                


        

         

        
          	
                   
      

                	
                  5.

                	
                    Hebei
      Shengkang;

                


        

         

        
          	
                   
      

                	
                  6.

                	
                    Zhangjiakou
      Meihua; and

                


        

         

        
          	
                   
      

                	
                  7.

                	
                    Xinhua
      Toyota.

                


        

         

        According
to the Measures for Administration of the Circulation of Second-hand Automobiles
(No. 2 Decree issued by the Ministry of Commerce, the Ministry of Public
Security, the State Administration for Industry and Commerce and the State
Administration of Taxation in 2005),  a second-hand automobile market
operator or second-hand automobile dealer that has been registered with, and
obtained a business license from, the industry and commerce administration
authority according to law shall, within two months after receiving the business
license, file information about its establishment with the competent provincial
commerce authority.

         

        
          	
                  (iii)

                	
                  No
      4S Store has obtained a Pollutant Discharge
  Permit.

                


        

         

        According
to the Administrative License Law of the People’s Republic of China (No. 7 Order
of the President of the People’s Republic of China), any citizen, legal person
or other institution that is engaged in activities subject to an administrative
license but has not obtained an administrative license shall be stopped by the
administrative authority in accordance with the law, and shall be imposed an
administrative punishment; the violation that has constituted a crime shall be
subject to criminal responsibilities.


        
          
             


          

          
            2

            
              

            

          

          
             


          

        

         

        According
to the Regulations on Collecting and Using the Pollutant Discharge Fees (No. 369
Decree of State Council), in the event that a PRC Subsidiary fails to pay the
pollutant discharge fees in accordance with law, it shall be ordered to pay such
fees within a prescribed time limit by the administrative department for
environmental protection of the people’s governments of the county level and
above within their power and function; where such PRC Subsidiary refuses to pay
such fees, a fine no less than one time but no more than three times of such
payable pollutant discharge fees shall be imposed, and such PRC Subsidiary shall
be ordered to stop its business for rectification if so approved by the people’s
government with the approval power.

         

        According
to the Measures of Hebei Province for Administration of Pollutant Discharge
Permits (for Trial Implementation) (Ji Fa Shen [2007] No. 17), each and every
entity that may discharge pollutants shall apply to the competent environmental
protection administration authority for a permit for the discharge of pollutants
(hereinafter referred to as “pollutant discharge permit”) in accordance with
these Measures, and shall not discharge pollutants before obtaining a pollutant
discharge permit; a pollutant-discharging entity shall be punished in accordance
with the relevant laws and regulations if such entity has discharged pollutants
before obtaining a pollutant discharge permit.

         

        
          	
                  (iv)

                	
                  Chuanglian
      has not carried out the filing procedures for its establishment of any
      Auto Service Company with the original authority of examination and
      approval.

                


        

         

        According
to the Provisional Regulations on Domestic Investment by Foreign-invested
Enterprises (No. 6 Decree issued by the Ministry of Foreign Trade and Economic
Cooperation and the State Administration for Industry and Commerce of the PRC in
2000), a foreign-invested enterprise shall, within thirty days after
establishing an investee company, file such investee company with the original
examination and approval authority.

         

        
          	
                  (v)

                	
                  Each
      of the following PRC Subsidiaries has not obtained a state taxation
      registration certificate:

                


        

         

        
          	
                   
      

                	
                  1.

                	
                  Kaiyuan
      Real Estate;

                


        

         

        
          	
                   
      

                	
                  2.

                	
                  Kaiyuan
      Logistics;

                


        

         

        
          	
                   
      

                	
                  3.

                	
                  Tianmei
      Insurance;

                


        

         

        
          	
                   
      

                	
                  4.

                	
                  Xingtang
      Shijie Transportation;

                


        

         

        
          	
                   
      

                	
                  5.

                	
                  Quyang
      Transportation;

                


        

         

        
          	
                   
      

                	
                  6.

                	
                  Anguo
      Transportation;

                


        

         

        
          	
                   
      

                	
                  7.

                	
                  Bazhou
      Transportation;

                


        

         

        
          	
                   
      

                	
                  8.

                	
                  Rongcheng
      Transportation;

                


        

         

        
          	
                   
      

                	
                  9.

                	
                  Gaobeidian
      Shijie Transportation;

                


        

         

        
          	
                   
      

                	
                  10.

                	
                  Jinzhou
      Shijie Transportation;

                


        

         

        
          	
                   
      

                	
                  11.

                	
                  Qingxian
      Transportation;

                


        

         

        
          
             


          

          
            3

            
              

            

          

          
             


          

        

         

        
          	
                   
      

                	
                  12.

                	
                  Botou
      Transportation;

                


        

         

        
          	
                   
      

                	
                  13.

                	
                  Zanhuang
      Transportation;

                


        

         

        
          	
                   
      

                	
                  14.

                	
                  Longyao
      Transportation;

                


        

         

        
          	
                   
      

                	
                  15.

                	
                  Yuanshi
      Shijie Transportation;

                


        

         

        
          	
                   
      

                	
                  16.

                	
                  Guantao
      Transportation;

                


        

         

        
          	
                   
      

                	
                  17.

                	
                  Qingxu
      Shijie Transportation;

                


        

         

        
          	
                   
      

                	
                  18.

                	
                  Yangyuan
      Transportation;

                


        

         

        
          	
                   
      

                	
                  19.

                	
                  Huailai
      Transportation;

                


        

         

        
          	
                   
      

                	
                  20.

                	
                  Zhengding
      Transportation;

                


        

         

        
          	
                   
      

                	
                  21.

                	
                  Hejian
      Transportation;

                


        

         

        
          	
                   
      

                	
                  22.

                	
                  Huanghua
      Transportation;

                


        

         

        
          	
                   
      

                	
                  23.

                	
                  Weixian
      Transportation;

                


        

         

        
          	
                   
      

                	
                  24.

                	
                  Zunhua
      Transportation;

                


        

         

        
          	
                   
      

                	
                  25.

                	
                  Xingtang
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  26.

                	
                  Quyang
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  27.

                	
                  Anguo
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  28.

                	
                  Bazhou
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  29.

                	
                  Rongcheng
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  30.

                	
                  Gaobeidian
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  31.

                	
                  Jinzhou
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  32.

                	
                  Qingxian
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  33.

                	
                  Botou
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  34.

                	
                  Zanhuang
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  35.

                	
                  Longyao
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  36.

                	
                  Yuanshi
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  37.

                	
                  Guantao
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  38.

                	
                  Qingxu
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  39.

                	
                  Yangyuan
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  40.

                	
                  Huailai
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  41.

                	
                  Zhengding
      Auto Service;

                


        

         

        
          
             


          

          
            4

            
              

            

          

          
             


          

        

         

        
          	
                   
      

                	
                  42.

                	
                  Shenzhou
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  43.

                	
                  Qixian
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  44.

                	
                  Gaoyi
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  45.

                	
                  Huanghua
      Auto Service;

                


        

         

        
          	
                   
      

                	
                  46.

                	
                  Datong
      Auto Service; and

                


        

         

        
          	
                   
      

                	
                  47.

                	
                  Weixian
      Auto Service.

                


        

         

        According
to the Administrative Measures for Tax Registration (No. 7 Order of the State
Administration of Taxation), in the event that a PRC Subsidiary fails to file an
application for completing the tax registration procedures within the prescribed
time limit, the tax administration shall, within three days from the day of
finding out such offense, order such PRC Subsidiary to make rectifications
within a prescribed time limit and impose relevant punishments in accordance
with Clause 1 of Article 60 of the Law of the People’s Republic of China on the
Administration of Tax Collection; in the event that a PRC Subsidiary fails to
complete the tax registration, the tax administration shall, within three days
from the day of finding out such offense, order such PRC Subsidiary to make
rectifications within a prescribed time limit, and, where such PRC Subsidiary
fails to make rectifications within the prescribed time limit, impose relevant
punishments in accordance with Clause 1 and 2 of Article 60 of the Law of the
People’s Republic of China on the Administration of Tax Collection.

         

        According
to Article 60 of the Law of the People’s Republic of China on the Administration
of Tax Collection (No. 49 Order of the President of the People’s Republic of
China [2001]) where a
PRC Subsidiary fails to apply for tax registration within a prescribed time
limit, the tax authorities shall order it to make rectification within the
prescribed time and impose a fine up to RMB2,000; and in a serious case, impose
a fine ranging from RMB2,000 to RMB10,000.  Should a PRC Subsidiary
fail to make rectification within the prescribed time limit, the tax authorities
shall notify the applicable administration for industry and commerce to revoke
such PRC Subsidiary’s business license.  Based on our knowledge, if a
PRC Subsidiary’s failure to complete the tax registration is caused by the fault
of the tax authorities, it is likely that the aforesaid administrative penalty
will not be imposed on such PRC Subsidiary.

         

        
          	
                  (vi)

                	
                  Each
      of the following PRC Subsidiaries has not obtained a social insurance
      certificate:

                


        

         

        
          	
                	
                  1. 

                	
                  Handan
      Baohe;

                


        

         

        
          	
                	
                  2. 

                	
                  Handan
      Yacheng;

                


        

         

        
          	
                	
                  3. 

                	
                  Tangshan
      Yachang;

                


        

         

        
          	
                	
                  4. 

                	
                  Hengshui
      Yuhua;

                


        

         

        
          	
                	
                  5. 

                	
                  the
      Transportation Companies;

                


        

         

        
          	
                	
                  6. 

                	
                  the
      Auto Service Companies;

                


        

         

        
          
             


          

          
            5

            
              

            

          

          
             


          

        

         

        
          	
                	
                  7. 

                	
                  Kaiyuan
      Logistics;

                


        

         

        
          	
                	
                  8. 

                	
                  Kaiyuan
      Auto Trade;

                


        

         

        
          	
                	
                  9. 

                	
                  Chuanglian;

                


        

         

        
          	
                	
                  10.

                	
                  Chuanglian
      Auto Trade; and

                


        

         

        
          	
                	
                  11. 

                	
                  Tianmei
      Insurance.

                


        

         

        According
to the Provisional Regulations on the Collection and Payment of Social Insurance
Contributions (No. 259 Decree of the State Council), in the event that a PRC
Subsidiary fails to make or withhold social insurance contributions in
accordance with the regulations, the labor security administration authority or
the taxation authority shall order such PRC Subsidiary to make or withhold such
contributions within a specified time limit; in the event that such PRC
Subsidiary fails to do so within the time limit, it shall, in addition to making
up the overdue contributions, pay a 0.2% fine for late contribution on a daily
basis; and such fines shall be incorporated into the social insurance
fund.  In the event that a PRC Subsidiary fails to carry out social
insurance registration, change its registration or cancel its registration in
accordance with the regulations, or fails to declare the amount of social
insurance contributions payable by it in accordance with the regulations, the
labor security administration authority shall order such PRC Subsidiary to make
rectifications within a prescribed time limit; if such failure has constituted a
gross violation, a fine of more than RMB1,000 but less than RMB5,000 shall be
imposed on the officer directly responsible and other persons directly liable;
if such failure is of an extraordinarily serious nature, a fine of more than
RMB5,000 but less than RMB10,000 shall be imposed upon the officer directly
responsible and other persons directly liable.

         

        
          	
                  (vii)

                	
                  Each
      of the following PRC Subsidiaries has not completed the renewal of its
      concurrent-business insurance agent
certificate:

                


        

         

        
          	
                	
                  1. 

                	
                  Hebei
      Yitong;

                


        

         

        
          	
                	
                  2. 

                	
                  Hebei
      Shengwen; and

                


        

         

        
          	
                	
                  3. 

                	
                  Shijiazhuang
      Yuhua.

                


        

         

        
          	
                  (viii)

                	
                  Tangshan
      Fengrun Transportation has not completed the renewal of its road
      transportation operation permit.

                


        

         

        
          	
                  (ix)

                	
                  Each
      of the PRC Subsidiaries listed in Sections C(I), C(II), and D of the
      Disclosure Schedule.

                


        

         

        Section
C

         

        
          	
                  (I)

                	
                   The business
      license of each of the following PRC Subsidiaries does not contain “brand
      auto sales” in its business scope:

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  Handan
      Baohe;

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  Hebei
      Meifeng;

                


        

         

        
          
             


          

          
            6

            
              

            

          

          
             


          

        

         

        
          	
                   
      

                	
                  (iii)

                	
                  Handan
      Yacheng;

                


        

         

        
          	
                   
      

                	
                  (iv)

                	
                  Tangshan
      Yachang;

                


        

         

        
          	
                   
      

                	
                  (v)

                	
                  Cangzhou
      Hengyuan;

                


        

         

        
          	
                   
      

                	
                  (vi)

                	
                  Kaiyuan
      Auto Trade;

                


        

         

        
          	
                   
      

                	
                  (vii)

                	
                  Chuanglian
      Auto Trade; and

                


        

         

        
          	
                   
      

                	
                  (viii)

                	
                  Hengshui
      Yuhua.

                


        

         

        
          	
                  (II)

                	
                   Each of the
      following PRC Subsidiaries have not been included into the List of Brand
      Auto Sales Enterprises:

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  Handan
      Baohe;

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  Handan
      Yacheng;

                


        

         

        
          	
                   
      

                	
                  (iii)

                	
                  Hebei
      Meifeng;

                


        

         

        
          	
                   
      

                	
                  (iv)

                	
                  Hengshui
      Yuhua;

                


        

         

        
          	
                   
      

                	
                  (v)

                	
                  Tangshan
      Yachang;

                


        

         

        
          	
                   
      

                	
                  (vi)

                	
                  Kaiyuan
      Auto Trade; and

                


        

         

        
          	
                   
      

                	
                  (vii)

                	
                  Chuanglian
      Auto Trade.

                


        

         

        
          	
                  (III)

                	
                   Each of the
      following PRC Subsidiaries has not provided a separate authorization
      certificate for brand auto sales:

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  Hebei
      Yitong;

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  Hebei
      Shengkang;

                


        

         

        
          	
                   
      

                	
                  (iii)

                	
                  Cangzhou
      Yichang;

                


        

         

        
          	
                   
      

                	
                  (iv)

                	
                  Hebei
      Anchang;

                


        

         

        
          	
                   
      

                	
                  (v)

                	
                  Hebei
      Yuanxinghang;

                


        

         

        
          	
                   
      

                	
                  (vi)

                	
                  Cangzhou
      Deyuan;

                


        

         

        
          	
                   
      

                	
                  (vii)

                	
                  Tangshan
      Yachang;

                


        

         

        
          	
                   
      

                	
                  (viii)

                	
                  Handan
      Yacheng;

                


        

         

        
          	
                   
      

                	
                  (ix)

                	
                  Hengshui
      Yuhua;

                


        

         

        
          	
                   
      

                	
                  (x)

                	
                  Kaiyuan
      Auto Trade; and

                


        

         

        
          	
                   
      

                	
                  (xi)

                	
                  Chuanglian
      Auto Trade.

                


        

         

        
          	
                  (IV)

                	
                  Each
      of the following PRC Subsidiaries has not provided a valid and binding
      dealership authorization agreement:

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  Tangshan
      Yachang;

                


        

         

        
          
             


          

          
            7

            
              

            

          

          
             


          

        

         

        
          	
                   
      

                	
                  (ii)

                	
                  Handan
      Yacheng;

                


        

         

        
          	
                   
      

                	
                  (iii)

                	
                  Handan
      Baohe;

                


        

         

        
          	
                   
      

                	
                  (iv)

                	
                  Kaiyuan
      Auto Trade; and

                


        

         

        
          	
                   
      

                	
                  (v)

                	
                  Chuanglian
      Auto Trade.

                


        

         

        
          	
                  (V)

                	
                  Each
      of the following PRC Subsidiaries has not completed the renewal of its
      dealership authorization agreements which have
  expired:

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  Hebei
      Shengwen;

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  Shijiazhuang
      Baohe;

                


        

         

        
          	
                   
      

                	
                  (iii)

                	
                  Hebei
      Shengmei; and

                


        

         

        
          	
                   
      

                	
                  (iv)

                	
                  Handan
      Defeng.

                


        

         

        Section
D

         

        (I) The
PRC Subsidiaries listed in Table VI have not provided state-owned land use right
certificates or building ownership certificates or other governmental documents,
thus we cannot ascertain whether such PRC Subsidiaries have valid and legal use
rights to the land being used by them or whether such PRC Subsidiaries have
valid and legal ownership or use rights to the houses being used by
them.

         

        According
to the Land Administration Law of the People’s Republic of China (No. 28 Decree
of the President of the People’s Republic of China), where there is a conversion
of agricultural land into land for construction purpose by any of the above PRC
Subsidiaries in violation of the general plan for land utilization, an order
will be issued that the buildings and other facilities newly constructed on the
land illegally transferred be dismantled and the land be restored to the
original state within a prescribed period, in case that such conversion conforms
with the general plan for land utilization, such buildings and other facilities
affiliated therewith shall be confiscated; a fine may be imposed additionally;
administrative penalties may be imposed on the officer directly responsible and
other persons directly liable; where such violations constitute crimes, the
relevant criminal liabilities shall be claimed.

         

        (II)
Kaiyuan Auto Trade, Botou Transportation and Botou Auto Service have provided
land use right certificates and building ownership certificates for the houses
rented and being used by them. However, such land and houses are authorized for
industry use.  Since the aforesaid companies have not provided the
governmental approvals for the change of use of such land and houses, we cannot
ascertain whether such PRC Subsidiaries have valid and legal use rights to the
land and houses being used by them.

         

        According
to the Land Administration Law of the People’s Republic of China (No. 28 Decree
of the President of the People’s Republic of China), where changes occur to
ownership and purpose of the land according to law, procedures relating to
registration of modification of the land shall be handled; where a PRC
Subsidiary uses the state land for purpose other than the approved
one,  the competent land and resources administration authority under
the people’s government above the county level shall issue an order requiring a
return of the land and impose a fine.

         

        
          
             


          

          
            8

            
              

            

          

          
             


          

        

         

        (III)
Except for Pingshan Auto Service, Jingxing Transportation, Jingxing Auto
Service, Guantao Transportation and Guantao Auto Service, no PRC Subsidiaries
have carried out the lease registration procedures for the houses rented by
them.

         

        According
to the Measures on Administration of Urban Housing Lease (No. 42 Decree of the
Ministry of Housing and Urban-Rural Development of the People’s Republic of
China), the housing whose property ownership certificate has not been obtained
according to law and to which other circumstances provided by relevant laws and
regulations have occurred may not be leased out.  In the event that a
PRC Subsidiary fails to apply for and obtain a House Leasing Registration
Certificate on a timely manner, such PRC Subsidiary shall be ordered to complete
such procedures within a prescribed period and may be imposed a fine
therefor.

         

        Section
E

         

        The
outstanding loans and guarantees between the PRC Subsidiaries and third parties
are set out in Table IV.

         

        Section
F

         

        Besides
the contracts disclosed in Section E, material contracts to which any PRC
Subsidiary is a party are set forth below:

         

        
          (I)    The
following joint venture contracts:

        

         

        (i)    The
Equity Joint Venture Contract entered into by and between Kaiyuan Real Estate
and Canada Advantage Trading Inc on January 26, 1999, under which Kaiyuan Doors
and Windows was established;

         

        (ii)   The
Agreement on Capital Contribution to Hebei Advertising entered into by and
between Kaiyuan Real Estate and Li Yongbin on January 5, 2006;

         

        (iii)  The
Contract on Sino-foreign Equity Joint Venture Shengrong Kaiyuan entered into by
and between Kaiyuan Real Estate and Top Ray Investments Limited on November 15,
2007; and

         

        (iv)  The
Contract on Sino-foreign Equity Joint Venture of Xuwei Trade entered into by and
between Kaiyuan Real Estate and Heat Planet Holdings Limited on December 24,
2007.

         

        
          (II)   Dealership
authorization agreements:

        

         

        Please
refer to Table V.

         

        
          (III)  Auto purchase
agreements

        

         

        The
Vehicle Purchase and Sale Agreement entered into by and between Kaiyuan Auto
Trade and Tianjin Shanzhong Auto Sale and Service Co., Ltd. on September 28,
2008.

         

        Section
G

         

        
          (I)  
 Labor
contracts between the PRC Subsidiaries and their employees:

        

         

        Please
refer to Table VIII.

         

        (II) 
Each of the following PRC Subsidiaries has not paid social insurance for its
employees:

         

        
          
             


          

          
            9

            
              

            

          

          
             


          

        

         

        
          	
                   
      

                	
                  1.

                	
                  Hebei
      Meifeng;

                


        

         

        
          	
                   
      

                	
                  2.

                	
                  Cangzhou
      Hengyuan;

                


        

         

        
          	
                   
      

                	
                  3.

                	
                  Handan
      Baohe;

                


        

         

        
          	
                   
      

                	
                  4.

                	
                  Tangshan
      Yachang;

                


        

         

        
          	
                   
      

                	
                  5.

                	
                  Handan
      Yacheng;

                


        

         

        
          	
                   
      

                	
                  6.

                	
                  Hengshui
      Yuhua;

                


        

         

        
          	
                   
      

                	
                  7.

                	
                  Kaiyuan
      Logistics;

                


        

         

        
          	
                   
      

                	
                  8.

                	
                  Kaiyuan
      Auto Trade;

                


        

         

        
          	
                   
      

                	
                  9.

                	
                  Chuanglian;

                


        

         

        
          	
                   
      

                	
                  10.

                	
                  Chuanglian
      Auto Trade;

                


        

         

        
          	
                   
      

                	
                  11.

                	
                  Transportation
      Companies; and

                


        

         

        
          	
                   
      

                	
                  12.

                	
                  Auto
      Service Companies.

                


        

         

        (III) No
PRC Subsidiary has paid housing funds for its employees, nor has it received any
notice from competent administrations of housing funds for making up the unpaid
housing funds.

         

        Section
H

         

        List of
control agreements:

         

        
          	
                  1.

                	
                  Business
      Operation Agreement between Chuanglian and Hua An Investment dated
      [          ];

                


        

         

        
          	
                  2.

                	
                  Equity
      Pledge Agreement between Chuanglian and Hua An Investment dated
      [          ];

                


        

         

        
          	
                  3.

                	
                  Option
      Agreement between Chuanglian and Hua An Investment dated
      [          ];

                


        

         

        
          	
                  4.

                	
                  Service
      Agreement between Chuanglian and Hua An Investment dated
      [          ];

                


        

         

        
          	
                  5.

                	
                  Voting
      Proxy Agreement between Chuanglian and Hua An Investment dated
      [          ];

                


        

         

        
          	
                  6.

                	
                  Business
      Operation Agreement between Chuanglian and Huiyin Investment dated
      [          ];

                


        

         

        
          	
                  7.

                	
                  Equity
      Pledge Agreement between Chuanglian and Huiyin Investment dated
      [          ];

                


        

         

        
          	
                  8.

                	
                  Option
      Agreement between Chuanglian and Huiyin Investment dated
      [          ];

                


        

         

        
          	
                  9.

                	
                  Service
      Agreement between Chuanglian and Huiyin Investment dated
      [          ];

                


        

         

        
          	
                  10.

                	
                  Voting
      Proxy Agreement between Chuanglian and Huiyin Investment dated
      [          ];

                


        

         

        
          	
                  11.

                	
                  Business
      Operation Agreement between Chuanglian and Kaiyuan Auto Trade dated
      [          ];

                


        

         

        
          
             


          

          
            10

            
              

            

          

          
             


          

        

         

        
          	
                  12.

                	
                  Equity
      Pledge Agreement between Chuanglian and Kaiyuan Auto Trade dated
      [          ];

                


        

         

        
          	
                  13.

                	
                  Option
      Agreement between Chuanglian and Kaiyuan Auto Trade dated
      [          ];

                


        

         

        
          	
                  14.

                	
                  Service
      Agreement between Chuanglian and Kaiyuan Auto Trade dated
      [          ];

                


        

         

        
          	
                  15.

                	
                  Voting
      Proxy Agreement between Chuanglian and Kaiyuan Auto Trade dated
      [          ];

                


        

         

        
          	
                  16.

                	
                  Business
      Operation Agreement between Chuanglian and Kaiyuan Logistics dated
      [          ];

                


        

         

        
          	
                  17.

                	
                  Equity
      Pledge Agreement between Chuanglian and Kaiyuan Logistics dated
      [          ];

                


        

         

        
          	
                  18.

                	
                  Option
      Agreement between Chuanglian and Kaiyuan Logistics dated
      [          ];

                


        

         

        
          	
                  19.

                	
                  Service
      Agreement between Chuanglian and Kaiyuan Logistics dated
      [          ];
      and

                


        

         

        
          	
                  20.

                	
                  Voting
      Proxy Agreement between Chuanglian and Kaiyuan Logistics dated
      [          ].

                


        

         

        
          
             


          

          
            11

            
              

            

          

          
             


          

        

      

       

      PRC
Legal Opinion

      


      Date:

       

      To:
Spring Creek Acquisition Corp. (“SCAC”)

       

      Dear
Madams/Sirs,

       

      Re: Hebei Kaiyuan Real Estate Development
Company and/or its Affiliates

       

      As
licensed lawyers of the PRC, lawyers of Zhong Lun Law Firm (“Zhong Lun” or “we”) are qualified to issue
this opinion on the laws of the PRC.  We have acted as legal counsel
on the laws of the PRC for Hebei Kaiyuan Real Estate Development Company (“Kaiyuan Real Estate”) in
connection with the transactions contemplated by the Share Exchange Agreement
dated 【 】,
2009, by and among Li Yonghui, Yan Wang, Honest Best Int’l Ltd, Auto China Group
Inc (“AutoChina”), Fancy
Think Limited, and SCAC (the “Project”).

       

      The terms
used in this opinion shall have the meanings as follows:

       

      “PRC” refers to Mainland
China, excluding the Hong Kong Special Administrative Region, Macau Special
Administrative Region and Taiwan.

      


      “PRC provision” refers to laws
enacted by the PRC National People’s Congress and its Standing Committee and
promulgated by Order of the President signed by the PRC President,
administrative regulations enacted by the State Council, local regulations,
autonomous regulations, separate regulations, rules, judicial interpretations
and relevant prescriptive documents.

      


      “PRC laws and administrative
regulations” refer to laws promulgated by the PRC National People’s
Congress and its Standing Committee, and regulations promulgated by the State
Council.

      


      Unless
otherwise defined herein, capitalized terms used in this opinion shall have the
same meanings ascribed to them in the Share Exchange Agreement.

       

      In order
to issue this opinion, Zhong Lun and its attorneys have obtained and relied on
the following representations from Kaiyuan Real Estate:

      


      1           All
signatures, corporate seals and other seals that appear on the documents which
have been provided by Kaiyuan Real Estate to Zhong Lun and Zhong Lun attorneys
are authentic and valid, and all necessary relevant authorizations have been
duly obtained;

      


      2           All
of the documents that have been provided by Kaiyuan Real Estate to Zhong Lun and
Zhong Lun attorneys are complete, authentic and accurate, and any copies of such
documents are all consistent with the original documents;

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      3           All
written statements, letters, confirmation letters and commitment letters and
written testimony that have been provided by Kaiyuan Real Estate to Zhong Lun
and Zhong Lun attorneys are accurate and complete, and do not contain any
fabrication, omission or misleading information;

       

      4           All
third party documents provided by Kaiyuan Real Estate to Zhong Lun and Zhong Lun
attorneys are consistent with the documents that Kaiyuan Real Estate obtained
from the original owners or authors;

       

      5           Kaiyuan
Real Estate has not altered, deleted, lost or concealed the form or substance of
any document, and has in accordance with Zhong Lun’s reasonable requests
provided and disclosed all other relevant supplemental documentation, materials
and information; and

       

      6           Where
any fact of major importance hereto is not supported by independent evidence, we
rely on relevant governmental documents and the statements issued by relevant
governmental authorities and Kaiyuan Real Estate.  We do not have
actual knowledge that causes us to believe that the representations from Kaiyuan
Real Estate set forth above are not true.

      


      This
legal opinion is provided on the following conditions:

       

      1           This
opinion is issued in accordance with the PRC provisions in force as of the date
hereof; and is based on the facts that existed prior to or as of the date
hereof; and

      


      2           This
opinion focuses solely on PRC legal issues relevant to the Project and it does
not address any matter involving foreign laws.

      


      Based on
the foregoing, we are of the opinion set out below:

      


      1.          Incorporation

      


      1.1        The
PRC Subsidiaries have been duly incorporated and are validly existing and in
good standing under the PRC provisions.

      


      1.2        The
registered capital of each of the PRC Subsidiaries is fully paid as
required in accordance with applicable PRC provisions and considering that the
registered capital of the Auto Service Companies had been fully paid by
Chuanglian before September 29, 2008, the Circular of the SAFE on Relevant
Business Operations Issues Concerning Improving the Administration of the
Payment and Settlement of Foreign Exchange Capital of Foreign-Funded Enterprises
(Hui Zong Fa [2008] No.142 on September 29, 2008) (《关于完善外商投资企业外汇资本金支付结汇管理有关业务操作问题的通知》汇综发[2008]142号) is not
applicable to Chuanglian’s investment into and establishment of the Auto Service
Companies.

      


      1.3        Except
as specifically set out in Section A of the Disclosure Schedule, the PRC
Subsidiaries have no subsidiaries and do not own or control, directly or
indirectly, any interest in any other corporation, partnership, trust, joint
venture association or other entity, or maintain any offices or
branches.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      1.4        The
Articles of Association of each of the PRC Subsidiaries is consistent and in
compliance with, and do not conflict with any applicable PRC
provision.  The Articles of Association of each of the PRC
Subsidiaries have been duly adopted by its equity interest owners and filed with
the relevant PRC governmental authorities, and are in full force and effect and
binding upon each PRC Subsidiaries respectively.

      


      1.5        Except
as set forth in Section B(v), B(vii) and B(viii) of the Disclosure Schedule,
each of the PRC Subsidiaries has obtained, among others, the following licenses
and permits (if necessary): (1) business license; (2) organizational code
certificate; (3) foreign exchange registration certificate; (4) a finance
registration certificate; (5) tax registration certificate; (6) road
transportation operation permit; and (7) insurance agency permit, which enable
each of the PRC Subsidiaries to conduct its current business and
operation.  The aforesaid licenses and permits are in full force and
effect, and each of the PRC Subsidiaries has received no letter or notice from
any government authority in the PRC notifying such licenses and permits are or
will be void or, nullified due to any reason.  We are not aware of any
reason, fact, event, circumstance or condition that would cause us to believe
that any of the governmental authorizations obtained by each of the PRC
Subsidiaries is likely to be revoked, suspended, cancelled or withdrawn or
cannot be renewed upon their expiry date by the relevant PRC governmental
authorities.  According to the Law of the PRC on Tax Administration
(promulgated on PRC Chairman Order [2001] No. 49 on April 28, 2001) (《中华人民共和国税收征收管理法》(主席令[2001] 第49号), where a PRC
Subsidiary fails to apply for tax registration within a prescribed time limit,
the tax authorities shall order it to make rectification within the prescribed
time and impose a fine up to RMB2,000; and in a serious case, impose a fine
ranging from RMB2,000 to RMB10,000.  Should a PRC Subsidiary fail to
make rectification within the prescribed time limit, the tax authorities shall
notify the applicable administration for industry and commerce to revoke such
PRC Subsidiary’s business license.  Based on our knowledge, if a PRC
Subsidiary’s failure to complete the tax registration is caused by the fault of
the tax authorities, it is likely that the aforesaid administrative penalty will
not be imposed on such PRC Subsidiary.

      


      1.6        No
documents show that any action has been, or is being taken and any legal or
administrative proceeding has been commenced or threatened against, and any
order or resolution has been passed for the winding–up, dissolution, liquidation
or elimination of any of the PRC Subsidiaries.

      


      1.7        Each
of the PRC Subsidiaries and Founder is capable of suing and being sued and can
be the subject of any legal proceedings in PRC courts (except and to the extent
that any party(ies) have entered into agreements with SCAC effectively choosing
arbitration to settle any dispute arising thereof outside of the PRC
courts).  Neither any of the PRC Subsidiaries and Founder nor any of
their properties or assets are entitled to any immunity on the ground of
sovereignty from any action, suit or other legal proceedings or from
enforcement, execution or attachment.

      


      1.8        There
is no claim, litigation, arbitration, administrative proceedings, or other legal
process pending or, to the best of our knowledge, threatened against each of the
PRC Subsidiaries or Founder before any court or governmental agency in the
PRC.



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      1.9        Fancy
Think has full corporate power and authority to dissolve or to cause Chuanglian
to be dissolved, provided that the dissolution is carried out in accordance with
relevant PRC provisions.  The equity holders of each of the PRC
Subsidiaries have full corporate power and authority to dissolve or to cause the
PRC Subsidiaries to be dissolved, provided that the dissolution is carried out
in accordance with relevant PRC provisions, and the control documents set forth
in Section H of the Disclosure Schedule provide Chuanglian with contractual
rights to require each of Hua An Investment, Huiyin Investment, Kaiyuan
Logistics or Kaiyuan Auto Trade to, with all their shares in each PRC Subsidiary
(except  Hengshui Yuhua), vote for dissolving such PRC Subsidiary or
causing such PRC Subsidiary to be dissolved in accordance with PRC provisions
and constitutional documents of such PRC Subsidiary.

      


      1.10      PRC
provisions do not apply to the dissolution of AutoChina or Fancy
Think.

      


      2.          Operation

      


      2.1        Except
as set forth in Section B, Section C, and Section D of the Disclosure Schedule,
each of the PRC Subsidiaries has the requisite legal right, power, capacity and
authority (corporate or otherwise), as authorized by the relevant PRC
governmental authorities, to own, use, lease and operate its assets and to
conduct its business in the manner presently conducted and proposed to be
conducted as described in its business license and is duly qualified to transact
business.

      


      2.2        Except
as set forth in Section B and Section C of the Disclosure Schedule, each of the
PRC Subsidiaries has obtained and currently holds all governmental
authorizations from all governmental authorities having jurisdiction over it,
which are required for the conduct of its business in accordance with its
business license.  Without limiting the generality of the foregoing,
and except as specifically set out in Section C of the Disclosure Schedule, the
business scope of each of 4S Store I and 4S Store II includes “brand auto
sales”, and each of the 4S Store I and 4S Store II has been listed in the List
of Brand Auto Sales Enterprises published by the State Administration of
Industry and Commerce and has executed dealership authorization agreement(s)
with the relevant auto supplier(s).  Such governmental authorizations,
lists and agreements are in full force and effect, none of the PRC Subsidiaries
has received any letter or notice from any government authority in the PRC or
the relevant auto supplier asserting that such governmental authorizations,
lists or agreements are or will be void or, nullified due to any reason, or that
any additional governmental authorizations or agreements are or will be needed
be required to conduct its business in accordance with its business
license.

      


      2.3        The
business presently carried out by each of the PRC Subsidiaries is within the
scope of business permitted under their respective business
licenses.  None of the PRC Subsidiaries is in violation of its
respective articles of association, business licenses or any of their other
constituent documents.

      


      2.4        Except
for software that has or may be obtained through commercial-off-the-shelf
license agreements: (i) each of the PRC Subsidiaries owns, holds valid licenses
in full force and effect, or otherwise has the legal right to use the
trademarks, service marks, trade names, copyrights, patents or other
intellectual property currently employed by it in connection with its business
as currently conducted and as proposed to be conducted; (ii) none of the PRC
Subsidiaries has received any notice of infringement of or conflict with
asserted rights of any third party with respect to anything set forth in the
preceding Section 2.4(i); and (iii) after due inquiry, none of the PRC
Subsidiaries is in violation or infringement of any proprietary asset or
intellectual property of any other person or entity under the PRC
provisions.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      2.5        Each
of the PRC Subsidiaries has valid title to all of its property and assets, in
each case, free and clear of all liens, charges or encumbrances, other than as
specifically set forth in Section D of the Disclosure Schedule.

      


      2.6        Except
as specifically set forth in the Section D of the Disclosure Schedule, each of
which failure to undertake or complete, as of the date of this opinion, has not
resulted in any enforcement measure taken by relevant government authorities
including but not limited to reclaiming the land, demolishing the buildings,
imposing penalties on or issuing notices to relevant PRC Subsidiaries for such
enforcement  , all procedures required for the PRC Subsidiaries to
acquire the land use rights and building ownership rights that it holds or
purports to hold (the “Owned
Real Property”) have been duly undertaken and completed.  The
PRC Subsidiaries have exclusive and unfettered possession, occupation and proper
legal title to the land use rights and building ownership rights in respect of
the Owned Real Property (including possession of the land use rights
certificates and building ownerships certificates) and are, subject to
compliance with applicable PRC provisions, entitled to transfer, sell, mortgage
or otherwise dispose of such Owned Real Property and there are no occupancy
rights or liens in favor of third parties affecting it.

      


      2.7        Other
than as specifically set out in the Section D of the Disclosure Schedule, each
of which failure to legally execute or be valid and binding, as of the date of
this opinion, has not resulted in any enforcement measure taken by relevant
government authorities including but not limited to reclaiming the land,
demolishing the buildings, imposing penalties on or issuing notices to relevant
PRC Subsidiaries for such enforcement , each lease agreement in respect of the
lease of land or premises (“Leased Real Property”) to
which any PRC Subsidiary is a party (“Real Estate Lease”) is legally
executed and valid and binding; the leasehold interests of each of the PRC
Subsidiaries is protected by the terms of the relevant lease agreements, which
are valid, binding and enforceable in accordance with their respective terms
under the laws of the PRC; all procedures required for the acquisition of the
land use rights and building ownership rights pertaining to the Leased Real
Property have been duly undertaken and completed; all governmental approvals or
permits required under PRC law for the construction of any of the buildings,
constructions, premises and fixtures erected on or composing the Leased Real
Property have been duly obtained, and are in full force and effect; the PRC
Subsidiaries have exclusive and unfettered possession, occupation and use right
to the relevant Leased Real Property during the lease term specified in the
relevant Real Estate Lease.  There are no circumstances which may give
rise to the termination of any Real Estate Lease or the termination of the
continued possession, occupation, use or enjoyment of the Leased Real Property;
none of the Group Companies has received any notice from any PRC governmental
entities alleging that its lease, possession or use of any of the Leased Real
Property is in violation of any PRC provision.

      


      2.8        There
are no outstanding loans, guarantees or contingent payment obligations of any of
the PRC Subsidiaries in respect of third party indebtedness (except for
outstanding loans, guarantees or contingent payment obligations of Kaiyuan Real
Estate not specifically set out in the Financial Statements) other than as
specifically set out in Section E or the consolidated unaudited financial
statements of the Group Companies for the nine (9) month period ended September
30, 2008, prepared in accordance with US GAAP (the “Financial Statements”), and
there are no outstanding (i) inter-company loans between the Group Companies or
(ii) loans between a Group Company and a third party other than as specifically
set out in the Financial Statements.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      2.9        Each
of the PRC Subsidiaries had, to the extent it is a party to such Material
Contract, at the time of execution of the Material Contracts listed in Section E
and Section F of the Disclosure Schedule, and has, as of the date of this
opinion, the requisite corporate right, power, capacity and authority to enter
into and to perform its obligations under such Material
Contracts.  Each of the Material Contracts listed in Section E and
Section F of the Disclosure Schedule to which any of the PRC Subsidiaries is a
party constitutes a legal, valid and binding obligation of the PRC Subsidiaries,
each as the case may be, enforceable in accordance with its respective terms
under the PRC provisions.

      


      2.10      Each
of Founder, Chen Lei, Wei Xing, and Johnson Lau has duly executed an employment
agreement containing confidentiality, invention assignment and non-competition
provisions (the “Employment
Agreements”), a form of which has been provided to SCAC.  A PRC
natural person’s act of entering into such Employment Agreement does not, and
will not, violate or result in a breach of or a default under any PRC provision
which has come to our attention.

      


      2.11      After
due inquiry, except as specifically set out in Section G of the Disclosure
Schedule, each of the PRC Subsidiaries has executed labor contracts in the forms
provided to SCAC with all of its employees and discharged its obligations as
employer in accordance with such labor contracts and PRC provisions; the
statutory social insurance required by PRC law (including without limitation
pension, medical insurance, unemployment insurance, work-related injury
insurance, maternity insurance) has been paid by each of the PRC Subsidiaries,
as the case may be, for the employees of each of the PRC Subsidiaries in
accordance with their monthly salaries pursuant to applicable standards and
rates.  None of the PRC Subsidiaries is subject to any threatened or
actual union or labor related campaigns, organizing activities, strikes work
stoppages, or other collective action taken by their employees.

      


      2.12      In
reliance on confirmation letters issued by the relevant tax authorities having
jurisdiction over each of the PRC Subsidiaries (except for the Transportation
Companies, the Auto Service Companies, Handan Baohe, Tangshan Yachang, Handan
Yacheng, Chuanglian, Chuanglian Auto Trade, Kaiyuan Logistics, Kaiyuan Auto
Trade, and Kaiyuan Real Estate) ever since its establishment, each PRC
Subsidiary (except the Transportation Companies, the Auto Service Companies,
Handan Baohe, Tangshan Yachang, Handan Yacheng, Chuanglian, Chuanglian Auto
Trade, Kaiyuan Logistics, Kaiyuan Auto Trade, and Kaiyuan Real Estate) has
strictly complied with relevant laws and regulations on tax, and timely and
fully paid its tax, without arrears in, evasion and defrauding of, violent
refusal of tax or other acts in violation of relevant laws and regulations on
tax.  No administrative punishment, tax recovery or after payment has
been imposed on it, nor has it been in any tax dispute with relevant tax
authorities.  We do not have actual knowledge that causes us to
question the accuracy of each of the confirmation letters.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      2.13      In
connection with the auto trade business conducted by Kaiyuan Auto Trade and the
Transportation Companies, without limiting the generality of other provisions of
this legal opinion, each of Kaiyuan Auto Trade and the Transportation Companies
has obtained and currently holds all PRC governmental authorizations required
for the conduct of the auto trade business(except that Kaiyuan Auto Trade has
not obtained brand auto sales authorization or entered into the dealership
authorization agreements to conduct its current business, which failure to
obtain or hold, has not and will not result in an AutoChina Material Adverse
Effect); each of (i) the vehicle purchase orders between Kaiyuan Auto Trade and
the customers, (ii) the “fen qi fu kuan” vehicle sales contracts between Kaiyuan
Auto Trade and the customers and (iii) the vehicle operation and service
contracts among Kaiyuan Auto Trade, the Transportation Companies and the
customers (collectively “Auto
Trade Contracts”) and the business operations under the Auto Trade
Contracts have been and remain in full compliance with, and have
not  and do not violate any applicable PRC provision, including but
not limited to PRC provisions with respect to financial leasing.

      


      3.         Transaction

      


      3.1        Except
for the Section B(iv) of the Disclosure Schedule, all consents, licenses,
approvals, orders, authorizations, recordations, re-recordations, registrations,
qualifications, designations, declarations or filings with any government
authority required in respect of the Restructuring which is necessary for
conducting the transaction contemplated in the Transaction Documents, including
but not limited to the registrations with the Ministry of Commerce, the State
Administration of Industry and Commerce, tax bureau, customs authorities,
product registration authorities and health regulatory authorities or their
competent provincial and local counterparts, as applicable, shall have been duly
filed, submitted, obtained and completed in accordance with the relevant PRC
laws and in full force and effect as of the date of this opinion.  All
third party notices and/or consents required under any agreements to which a
restructured PRC Subsidiary is a party in respect of the Restructuring have been
duly made and/or obtained in accordance with the relevant
agreements.

      


      3.2        No
consents, licenses, approvals, orders, authorizations, recordations,
re-recordations, registrations, qualifications, designations, declarations or
filings with any PRC government authority, are required in respect of the
execution, delivery, performance of and compliance with the terms of the
Transaction Documents by any of the PRC Subsidiaries and the consummation of the
Transactions.  All third party notices and/or consents required under
any agreements to which any PRC Subsidiary is a party in respect of the
execution, delivery, performance of and compliance with the terms of the
Transaction Documents by any of the PRC Subsidiaries and the consummation of the
Transactions have been duly made and/or obtained in accordance with the relevant
agreements.

      


      3.3        There
are no outstanding rights, warrants or options to acquire, or instruments
convertible into or exchangeable for, any equity interest in any of the PRC
Subsidiaries, except to the extent required under the Transaction
Documents.

      


      3.4       Each
of the PRC Subsidiaries has the legal right, power and authority to enter into
and perform its obligations under the Transaction Documents to which it is a
party.  Founder has the power, legal capacity and authority to enter
into, execute, deliver and perform the Transaction Documents to which he is a
party.  The execution and delivery by each of the PRC Subsidiaries of
each of the Transaction Documents and the performance by each of the PRC
Subsidiaries of their respective obligations therein have been duly authorized
by all requisite corporate action on the part of the PRC Subsidiaries,
respectively.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      3.5        Each
of the inter-company agreements, including without limitation, the control
documents set forth on Section H of the Disclosure Schedule, has been duly
executed and delivered by each of the PRC Subsidiaries who is a party
thereto.  Such inter-company agreements and the business operations
under the inter-company agreements did not violate any prohibitive PRC provision
and do not violate any prohibitive PRC provision as of the date of this opinion,
and with respect to those business operations under the inter-company agreements
that will be completed after the date of this opinion, will not violate any
prohibitive PRC provision.

      


      3.6        All
of the transactions contemplated in the Transaction Documents (collectively, the
“Transactions”) did not
violate any prohibitive PRC provision at the time of their completion and do not
violate any prohibitive PRC provision as of the date of this opinion, and with
respect to those Transactions that will be completed pursuant to the terms of
the Transaction Documents after the date of this opinion, will not violate any
prohibitive PRC provision.

      


      3.7        The
Rules for Foreign Investors to Merge Domestic Enterprises effective on September
8, 2006 (《关于外国投资者并购境内企业的规定》)
do not apply to the Transactions or any other transactions contemplated under
the Transaction Documents.

      


      3.8        As
of the date hereof, FounderCo, Founder, and Wang have not been obligated to
obtain any governmental approval required under applicable PRC provisions in
connection with the transaction contemplated by the Share Exchange Agreement and
their ownership of shares directly or indirectly in AutoChina and
SCAC.  Pursuant to the PRC laws and administrative regulations
concerning foreign exchange, assuming that neither Founder nor Wang has
continuously lived in the PRC for more than one year, neither of them is
required to file an overseas investment foreign exchange registration with the
foreign exchange administrations of the PRC in connection with the Transactions
or any other transaction contemplated under the Transaction
Documents.  Any other fact or opinion in this opinion on overseas
investment foreign exchange registration by Founder and Wang related to the
Transactions or any other transactions contemplated under the Transaction
Documents (the “Foreign
Exchange Registration Issue”) is confined and subject to this Section
3.8, and any fact or opinion appearing elsewhere rather than this Section 3.8
shall not be deemed or construed to address the Foreign Exchange Registration
Issue.

      


      3.9        The
PRC Securities Law (《中华人民共和国证券法》), the
Notice of the State Council on Further Strengthening the Administration of the
Issuance of Shares and Publicly Listing in the Overseas (《国务院关于进一步加强在境外发行股票和上市管理的通知》)
and other relevant PRC laws, regulations and public policies concerning the
overseas listing of PRC companies and their overseas controllers will not apply
to the contemplated initial public offering and listing of SCAC or any other
company established to serving as a listing company, directly or indirectly,
holding equity interests in any of the PRC Subsidiaries (“Listing Co”) on any
internationally recognized securities exchange located outside of the PRC (each,
a “Non-PRC Stock
Exchange”).  In connection with the contemplated initial public
offering and listing on a Non-PRC Stock Exchange, neither AutoChina, Fancy
Think, the Listing Co, nor any PRC Subsidiary shall be required under PRC law to
obtain approval from or otherwise register with the China Securities Regulatory
Commission or any other PRC government authority.

      


      3.10      No
stamp or other issuance of transfer taxes or duties and no capital gains,
income, withholding or other taxes are payable by or on behalf of AutoChina,
Fancy Think, Founder or SCAC to the PRC or any political subdivision or taxing
authority thereof in connection with the execution, delivery or performance of
the Transaction Documents.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

      


      3.11      The
execution, delivery, performance of and compliance with the terms of the
Transaction Documents by any of the PRC Subsidiaries and the consummation of the
Transactions and all other transactions contemplated therein are not in
contravention of any prohibitive PRC provision, and did not and do not violate
or conflict with, or constitute by itself or upon notice or passage of time, or
both, a default under any provision in the articles of association of each of
the PRC Subsidiaries.

      


      3.12      The
proceeds of any arbitral awards obtained in respect of the Transaction Documents
may be remitted to SCAC out of the PRC without restriction and the need to
obtain any consent, approval, license or permission of any person or authority
and all amounts payable by any of the PRC Subsidiaries, as applicable to SCAC
under the Transaction Documents may be paid in the currency in which these
amounts are expressly stated to be payable; provided that such payment and
remittance comply with the procedures required by the relevant laws and
regulations of the PRC on foreign exchange regarding current account
transactions and the arbitra1 awards are judged effective and enforceable by a
court of competent jurisdiction in the PRC.

      


      3.13      None
of the shareholders of SCAC are required to be licensed, qualified or otherwise
entitled to carry on business in the PRC in order to execute, delivery or
enforce its rights under any of the Transaction Documents.  The
shareholders of SCAC, other than FounderCo, will not be deemed to be resident,
domiciled, carrying on business or subject to taxation in the PRC solely by
reason of the negotiation, preparation, execution, delivery, performance or
enforcement of the Transaction Documents or its ownership of the shares of
SCAC.

      


      3.14      The
courts of the PRC would recognize a final and conclusive arbitral award obtained
in accordance with the Transaction Documents against any of the PRC Subsidiaries
or Founder, as applicable and would recognize and enforce such award without
re-examination or re-litigation of any matter which is the substantive subject
of such award, provided that such recognition and enforcement will be conducted
in accordance with the PRC Supreme People’s Court, Mutual Enforcement of
Arbitration Awards between the Mainland China and the Hong Kong Special
Administrative Region Arrangement.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    SCHEDULE
K

    


    FORM
OF LEGAL OPINION TO BE DELIVERED

    BY
AUTOCHINA’S CAYMAN COUNSEL

    
      


      [  ]
[             ]
2009

      


      
        
          
            
              	
                      [AutoChina
      Group Limited or such other name to be approved by SCAC] f/k/a Spring
      Creek Acquisition Corp. (“ListCo”)

                      [address]

                    	 
      	
                      DIRECT
      LINE: 852 2842 9530

                      E-MAIL:
      Richard.Hall@conyersdillandpearman.com

                      OUR
      REF: M#873060 / D#284189

                      YOUR
      REF:

                    


            

          

        

      

      


      Dear
Sirs,

      


      AutoChina
Group Inc (the “Company”)

      


      We have
acted as special legal counsel in the Cayman Islands to the Company in
connection with:

      


      
        	
                (i)

              	
                a
      Share Escrow Agreement made by and among ListCo, Honest Best Int’l Ltd, a
      company incorporated and existing under the laws of the British Virgin
      Islands (“FounderCo”) and American
      Stock Transfer & Trust Company as escrow agent dated [·],
      2009 (the “Share Escrow
      Agreement”);

              


      

      


      
        	
                (ii)

              	
                a
      Share Exchange Agreement, made by and among Li Yonghui, Yan Wang,
      FounderCo, the Company, Fancy Think Limited, a limited liability company
      established in Hong Kong under the Hong Kong Companies Ordinance (“Fancy Think”), the
      entities listed on Schedule A6 thereto, each of which is a company
      established under the laws of the People’s Republic of China, and Spring
      Creek Acquisition Corp., a corporation duly organized and existing under
      the laws of the Cayman Islands, with respect to ListCo’s acquisition of
      1,000 shares of a nominal or par value of US$0.001 each (the “Shares”) in the capital
      of the Company from FounderCo dated [·],
      2009 (the “Share Exchange
      Agreement”); and

              


      

      


      
        	
                (iii)

              	
                a
      Voting Agreement made by and between ListCo and FounderCo dated [·],
      2009 (the “Voting
      Agreement”).

              


      

      


      For the
purposes of giving this opinion, we have examined the following
documents:

      


      
        	
                (i) 

              	
                the
      executed Share Escrow Agreement;

              


      

      


      
        	
                (ii) 

              	
                the
      executed Share Exchange Agreement;
and

              


      

      


      
        	
                (iii)

              	
                the
      executed Voting Agreement.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
documents listed in items (i) through (iii) above are herein sometimes
collectively referred to as the “Documents” (which term does
not include any other instrument or agreement whether or not specifically
referred to therein or attached as an exhibit or schedule thereto).

      


      We have
also reviewed (1) a copy of the certificate of incorporation of the Company
certified by the Secretary of the Company on [·], 2009,
(2) a copy of the Memorandum and Articles of Association of the Company adopted
on July 26, 2007, certified by the Secretary of the Company on [·], 2009
(the “M&A”), (3)
written resolutions of all the directors of the Company passed on [·], 2009,
and written resolutions of the sole shareholder of the Company, inter alia, adopting the new
name of the Company passed on August 8, 2008, (collectively, the “Resolutions”), (4) a copy of
the register of directors and officers of the Company certified by the Secretary
of the Company on [·], 2009,
(5) a copy of the register of members of the Company certified by the Secretary
of the Company on [·], 2009
(the “Certified Register of
Members”), (6) a copy of a Certificate of Good Standing issued by the
Registrar of Companies in relation to the Company on [·], 2009,
(the “Certificate
Date”), and such other documents and made such enquiries as to questions
of law as we have deemed necessary in order to render the opinion set forth
below.

      


      We have
assumed (a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies (whether or not certified) examined by
us and the authenticity and completeness of the originals from which such copies
were taken; (b) that where a document has been examined by us in draft form, it
will be or has been executed in the form of that draft, and where a number of
drafts of a document have been examined by us all changes thereto have been
marked or otherwise drawn to our attention; (c) the capacity, power and
authority of each of the parties to the Documents, other than the Company, to
enter into and perform its respective obligations under the Documents; (d) the
due execution and delivery of the Documents by each of the parties thereto,
other than the Company, and the physical delivery thereof by the Company with an
intention to be bound thereby; (e) the accuracy and completeness of all factual
representations made in the Documents and other documents reviewed by us; (f)
that the resolutions contained in the Minutes were passed at one or more duly
convened, constituted and quorate meetings or by unanimous written resolutions,
remain in full force and effect and have not been rescinded or amended; (g) that
there is no provision of the law of any jurisdiction, other than the Cayman
Islands, which would have any implication in relation to the opinions expressed
herein; (h) the validity and binding effect under the laws of the State of New
York (the “Foreign
Laws”) of the Documents which are expressed to be governed by such
Foreign Laws in accordance with their respective terms; (i) the validity and
binding effect under the Foreign Laws of the submission by the Company pursuant
to the Share Exchange Agreement arbitration in Hong Kong under the auspices of
the Hong Kong International Arbitration Centre (the “Centre”) in accordance with
the UNCITRAL Arbitration Rules in force at the time of the initiation of the
arbitration (the “Rules”); and (j) that on the
date of entering into the Share Exchange Agreement the Company is and after
entering into the Share Exchange Agreement will be able to pay its liabilities
as they become due.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The term
“enforceable” as used in this opinion means that an obligation is of a type
which the courts of the Cayman Islands enforce.  It does not mean that
those obligations will be enforced in all circumstances in accordance with the
terms of the Documents.  In particular, the obligations of the Company
under the Documents (a) will be subject to the laws from time to time in effect
relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set
off, reorganisation, amalgamation, moratorium or any other laws or legal
procedures, whether of a similar nature or otherwise, generally affecting the
rights of creditors; (b) will be subject to statutory limitation of the time
within which proceedings may be brought; (c) will be subject to general
principles of equity and, as such, specific performance and injunctive relief,
being equitable remedies, may not be available; (d) may not be given effect to
by a Cayman Islands court, whether or not it was applying the Foreign Laws, if
and to the extent they constitute the payment of an amount which is in the
nature of a penalty and not in the nature of liquidated damages; (e) may not be
given effect by a Cayman Islands court to the extent that they are to be
performed in a jurisdiction outside the Cayman Islands and such performance
would be illegal under the laws of that jurisdiction.  Notwithstanding
any contractual submission to the jurisdiction of specific courts, a Cayman
Islands court has inherent discretion to stay or allow proceedings in the Cayman
Islands against the Company under the Documents if there are other proceedings
in respect of those Documents simultaneously underway against the Company in
another jurisdiction.  Under Cayman Islands law, a person who is not
one of the parties to an agreement is, in general, unable to enforce
it.

      


      We
express no opinion as to the validity or the binding effect of obligations to
make any payment at an increased rate on overdue amounts or on the happening of
an event of default or to pay a specified rate of interest on the amount of a
judgment after the date of judgement.  We express no opinion in
respect of the enforceability of any provision in the Documents which purports
to fetter the statutory powers of the Company.

      


      In order
to continue in good standing under the laws of the Cayman Islands, the Company
is required, inter alia
to pay annual filing fees and make returns to the Registrar of
Companies.

      


      We
reserve our opinion as to the extent to which a Cayman Islands court would, in
the event of any relevant illegality, sever the offending provisions and enforce
the remainder of the transaction to which such provisions form a part,
notwithstanding any express provision in this regard.

      


      We have
made no investigation of and express no opinion in relation to the laws of any
jurisdiction other than the Cayman Islands.  This opinion is to be
governed by and construed in accordance with the laws of the Cayman Islands and
is limited to and is given on the basis of the current law and practice in the
Cayman Islands.  This opinion is issued solely for your benefit and is
not to be relied upon by any other person, firm or entity or in respect of any
other matter.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      On the
basis of and subject to the foregoing, we are of the opinion that:

      


      
        	
                1.

              	
                As
      at the Certificate Date, the Company is duly incorporated and existing
      under the laws of the Cayman Islands in good standing (meaning solely that
      it has not failed to make any filing with any Cayman Islands government
      authority or to pay any Cayman Islands government fee which would make it
      liable to be struck off by the Registrar of Companies and thereby cease to
      exist under the laws of the Cayman Islands).  The Company has
      the legal capacity to sue and be sued in its own name under the laws of
      the Cayman Islands.

              


      

      


      
        	
                2.

              	
                The
      Company has the necessary corporate power and authority to enter into and
      perform its obligations under the Share Exchange Agreement.  The
      execution and delivery of the Share Exchange Agreement by the Company and
      the performance by the Company of its obligations thereunder will not
      violate the Memorandum or Articles of Association of the Company nor any
      applicable law, regulation, order or decree in the Cayman
      Islands.

              


      

      


      
        	
                3.

              	
                The
      Company has taken all corporate action required to authorise its
      execution, delivery and performance of the Share Exchange Agreement. The
      Share Exchange Agreement has been duly executed and delivered by or on
      behalf of the Company, and constitutes the valid and binding obligations
      of the Company in accordance with the terms
  thereof.

              


      

      


      
        	
                4.

              	
                No
      order, consent, approval, licence, authorisation or validation of or
      exemption by any government or public body or authority of the Cayman
      Islands or any sub-division thereof is required to authorise or is
      required in connection with the execution, delivery, performance and
      enforcement of the Documents.

              


      

      


      
        	
                5.

              	
                It
      is not necessary or desirable to ensure the enforceability in the Cayman
      Islands of the Documents that they be registered in any register kept by,
      or filed with, any governmental authority or regulatory body in the Cayman
      Islands.  However, to the extent that any of the Documents
      creates a charge over assets of the Company, the Company and its Directors
      are under an obligation to enter such charge in the Register of Mortgages
      and Charges of the Company in accordance with section 54 of the Companies
      Law.  While there is no exhaustive definition of a charge under
      Cayman Islands law, a charge normally has the following
      characteristics:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                it
      is a proprietary interest granted by way of security which entitles the
      chargee to resort to the charged property only for the purposes of
      satisfying some liability due to the chargee (whether from the chargor or
      a third party); and

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      chargor retains an equity of redemption to have the property restored to
      him when the liability has been
discharged.

              


      

      


      However,
as the Documents are governed by the Foreign Laws, the question of whether they
would possess these particular characteristics would be determined under the
Foreign Laws.

      


      
        	
                6.

              	
                There
      is no stamp, registration or similar tax or duty to be paid on or in
      relation to any of the Documents provided that they are executed and
      remain outside the Cayman Islands.  If it becomes necessary to
      bring the Documents into the Cayman Islands for enforcement or otherwise,
      nominal stamp duty will be payable on all Documents.  In the
      case of any Document creating security over movable property granted by an
      exempted company, an ordinary non-resident company or a foreign company,
      stamp duty will be payable on an ad valorem basis to a maximum of
      CI$500.00 (US$600.00).  Apart from the payment of stamp duty,
      there are no acts, conditions or things required by the laws and
      regulations of the Cayman Islands to be done, fulfilled or performed in
      order to make any of the Documents admissible in evidence in the Cayman
      Islands.

              


      

      


      
        	
                7.

              	
                There
      is no income or other tax of the Cayman Islands imposed by withholding or
      otherwise on any payment to be made to or by the Company pursuant to the
      Documents.

              


      

      


      
        	
                8.

              	
                Whilst
      ListCo is incorporated in the Cayman Islands under the Companies Law (2007
      Revision) of the Cayman Islands, and may thus be considered to be resident
      or domiciled in the Cayman Islands by virtue of such
      incorporation, ListCo will not be deemed to be resident, domiciled or
      carrying on business in the Cayman Islands by reason only of the
      execution, performance and/or enforcement of the Documents by
      ListCo.

              


      

      


      
        	
                9.

              	
                Based
      solely upon a review of the Certified Register of Members, the Shares are
      validly issued, fully paid and non-assessable (which term when used herein
      means that no further sums are required to be paid by the holders thereof
      in connection with the issue thereof).  The Shares have attached
      thereto the rights, preferences, privileges and restrictions set out in
      the M&A. Upon entry on the register of members of the Company, ListCo
      will be the registered holder of such number of Shares as will be noted
      against its name on such register.

              


      

      


      
        	
                10.

              	
                Based
      solely upon a search of the Register of Writs and other Originating
      Process of the Grand Court of the Cayman Islands conducted at [TIME] on
      [DATE] 2009, (which would not reveal details of proceedings which have
      been filed but not actually entered in the Register of Writs and other
      Originating Process of the Grand Court of the Cayman Islands at the time
      of our search), there are no judgments against the Company, nor any legal
      or governmental proceedings, nor any petitions to wind up the Company
      pending in the Grand Court of the Cayman Islands to which the Company is
      subject.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                11.

              	
                Based
      solely upon a review of the M&A, the authorised share capital of the
      Company is US$50,000 divided into 50,000,000 shares of par value US$0.001
      each.

              


      

      


      
        	
                12.

              	
                Based
      solely upon a review of the Certified Register of
  Members:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      registered holder of the Shares and its shareholding in the Company is as
      follows:

              


      

       

      
        
          
            
              	
                      Name of Shareholder

                    	 
      	
                      Number of Shares

                    
	 
      	 
      	 
      
	
                      ListCo

                    	
                        

                    	
                      1,000

                    


            

          

        

      

       

      
        	
                 
      

              	
                (ii)

              	
                there
      are no entries or notations indicating any third party interests including
      any security interests on the register of members of the
      Company.  However, it should be noted that there is no
      requirement for such entries or notations to be included on the share
      register and that a failure to make any such entry or notation would not
      invalidate any third party interests, including any security
      interests.

              


      

      


      
        	
                13.

              	
                ListCo
      has standing to bring an action or proceedings before the appropriate
      courts in the Cayman Islands for the enforcement of the
      Documents.  It is not necessary or advisable in order for ListCo
      to enforce its rights under the Documents, including the exercise of
      remedies thereunder, that it be licensed, qualified or otherwise entitled
      to carry on business in the Cayman
Islands.

              


      

      


      
        	
                14.

              	
                The
      Company is not entitled to any immunity under the laws of the Cayman
      Islands, whether characterised as sovereign immunity or otherwise, from
      any legal proceedings to enforce the Documents in respect of itself or its
      property.

              


      

      


      
        	
                15.

              	
                There
      are no pre-emptive rights provisions to subscribe for or to purchase, nor
      any restriction upon the voting or transfer of, any shares of the Company
      under the Companies Law (2007 Revision) of the Cayman
    Islands.

              


      

      


      
        	
                16.

              	
                Any
      redemption or purchase of the Company's shares by the Company pursuant to
      the M&A or a resolution of the Company may be effected out of the
      profits of the Company available for distribution, or out of the proceeds
      of a new issue of shares made for the purposes of the redemption or
      purchase, or out of capital of the Company subject in each case to the
      provisions of the M&A and the Companies Law (2007
      Revision).

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                17.

              	
                The
      obligations of the Company under the Share Exchange Agreement will rank at
      least pari passu in priority of payment with all other unsecured
      unsubordinated indebtedness of the Company, other than indebtedness which
      is preferred by virtue of any provision of the laws of the Cayman Islands
      of general application.

              


      

      


      
        	
                18.

              	
                There
      is no exchange control legislation under Cayman Islands law and
      accordingly there are no exchange control regulations imposed under Cayman
      Islands law.

              


      

      
        	
                19.

              	
                The
      M&A have been duly adopted by the Company.  The M&A
      shall bind the Company and its members to the same extent as if each
      member has subscribed his/its name and affixed his/its seal (or common
      seal, if any, for a corporate member)
thereto.

              


      

      


      
        	
                20.

              	
                The
      choice of the Foreign Laws as the governing law of the Documents is a
      valid choice of law and would be recognised and given effect to in any
      action brought before a court of competent jurisdiction in the Cayman
      Islands, except for those laws (i) which such court considers to be
      procedural in nature, (ii) which are revenue or penal laws or (iii) the
      application of which would be inconsistent with public policy, as such
      term is interpreted under the laws of the Cayman Islands.  The
      submission by the Company pursuant to the Share Exchange Agreement to
      arbitration in Hong Kong under the auspices of the Centre in accordance
      with the Rules  is valid and binding upon the
      Company.

              


      

      


      
        	
                21.

              	
                The
      courts of the Cayman Islands would recognise as a valid judgment, a final
      and conclusive judgment in personam obtained in the Foreign Courts against
      the Company based upon the Documents under which a sum of money is payable
      (other than a sum of money payable in respect of multiple damages, taxes
      or other charges of a like nature or in respect of a fine or other
      penalty) and would give a judgment based thereon provided that (a) such
      courts had proper jurisdiction over the parties subject to such judgment;
      (b) such courts did not contravene the rules of natural justice of the
      Cayman Islands; (c) such judgment was not obtained by fraud; (d) the
      enforcement of the judgment would not be contrary to the public policy of
      the Cayman Islands; (e) no new admissible evidence relevant to the action
      is submitted prior to the rendering of the judgment by the courts of the
      Cayman Islands; and (f) there is due compliance with the correct
      procedures under the laws of the Cayman
Islands

              


      

      


      
        	
                22.

              	
                Foreign
      arbitration awards may be enforced in the Cayman Islands under the Foreign
      Arbitral Awards Enforcement Law, which applies where the arbitration award
      to be enforced (the “Award”) was made in pursuance of an arbitration
      agreement in a state which is a party to the New York Convention on the
      Recognition of Enforcement of Foreign Arbitral Awards adopted by the 1958
      United Nations Conference on International Commercial Arbitration (the
      “Convention”).  In general, the courts of the Cayman Islands
      will enforce an Award made under the Convention unless it is proved by the
      party against whom the Award was made
that:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (i)

              	
                a
      party to the arbitration agreement was under some
    incapacity;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      arbitration agreement was not valid under the law to which the parties
      subjected it or, in default, under the law of the jurisdiction where the
      Award was made;

              


      

      


      
        	
              	
                (iii)

              	
                the
      Award was made in circumstances contrary to natural
    justice;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                the
      Award dealt with a matter or matters not contemplated by or falling within
      the terms of the submission to arbitration or contained decisions on
      matters beyond the scope of such submission;
or

              


      

      


      
        	
                 
      

              	
                (v)

              	
                the
      composition of the arbitral authority or the arbitral procedure was not in
      accordance with the agreement of the parties or, in default of such
      agreement, with the laws of the jurisdiction where the arbitration took
      place.

              


      

      


      Enforcement
of an Award made under the Convention may also be refused by the courts of the
Cayman Islands where the Award is in respect of a matter which is not capable of
settlement by arbitration or where it would be contrary to the public policy of
the Cayman Islands to enforce such an Award.

      


      A foreign
arbitration award may also be enforced in the Cayman Islands pursuant to common
law principles by action on the Award or pursuant to the Arbitration Law by
leave of the Cayman Islands court.

      


      Yours
faithfully

      


      Conyers
Dill & Pearman


    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
L

    


    REQUIRED
WAIVERS AND CONSENTS FOR AUTOCHINA ACQUISITION

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              No.

                                                            	 
      	
                                                              Name

                                                            	 
      	
                                                              Contract

                                                            
	 	 	 	 	 
	
                                                              1.

                                                            	 
      	
                                                              Hua
      An Investment

                                                            	 
      	
                                                              1.
      Guarantee Agreement in relation to the Authorized Distributor Financing
      Agreement between GMAC-SAIC (上汽通用汽车金融公司)
      and Hebei Anchang dated March 5, 2007

                                                            
	 	 	 	 	 
	 
      	 
      	 
      	 
      	
                                                              2.
      Guarantee Contract between Hua An Investment and Qinhuangdao City
      Commercial Bank in connection with the Loan Agreement between Qinhuangdao
      Jianda and Qinhuangdao City Commercial Bank for RMB1,500,000 (2008/4/29 to
      2009/4/29)

                                                            
	 	 	 	 	 
	 
      	 
      	 
      	 
      	
                                                              3.
      Guarantee Agreement in relation to the Authorized Distributor Financing
      Agreement between GMAC-SAIC (上汽通用汽车金融公司)
      and Hebei Shengkang dated November 13, 2006

                                                            
	 	 	 	 	 
	 
      	 
      	 
      	 
      	
                                                              4.
      RMB Loan Guarantee Contract providing for the guarantee of the loan under
      the Authorized Dealer Loan Agreement between Hebei Yuanxinghang and
      GMAC-SAIC (上汽通用汽车金融公司)
      dated January 19, 2007

                                                            
	 	 	 	 	 
	 
      	 
      	 
      	 
      	
                                                              5.
      RMB Loan Guarantee Contract providing for the guarantee of the loan under
      the Authorized Dealer Loan Agreement between Cangzhou Yichang and
      GMAC-SAIC (上汽通用汽车金融公司)
      dated November 13, 2006

                                                            
	 	 	 	 	 
	 
      	 
      	 
      	 
      	
                                                              6.
      RMB Loan Guarantee Contract providing for the guarantee of the loan under
      the Authorized Dealer Loan Agreement between Hebei Yitong and GMAC-SAIC
      (上汽通用汽车金融公司)
      dated November 13, 2006

                                                            
	 	 	 	 	 
	 
      	 
      	 
      	 
      	
                                                              7.
      RMB Loan Guarantee Contract providing for the guarantee of the loan under
      the Authorized Dealer Loan Agreement between Hebei Shengkang and GMAC-SAIC
      (上汽通用汽车金融公司)
      dated November 13, 2006

                                                            
	 	 	 	 	 
	
                                                              2.

                                                            	
                                                               
      

                                                            	
                                                              Huiyin
      Investment

                                                            	 
      	
                                                              Guarantee
      Contract between Huiyin Investment and Huaxia Bank Shingjiazhuang Jianshe
      North Road Branch in relation to the Loan Agreement between Shijianzhuang
      Baohe and Huaxia Bank Shingjiazhuang Jianshe North Road Branch for
      RMB10,000,000

                                                            
	 	 	 	 	 
	
                                                              3.

                                                            	
                                                               
      

                                                            	
                                                              Shijiazhuang
      Yuhua

                                                            	 
      	
                                                              Dealership
      Contract with Toyota Auto Sales Co., Ltd.
      (2008/3/31-2009/3/30)

                                                            
	 	 	 	 	 


                                                       

                                                      
                                                        
                                                          
                                                          

                                                        

                                                        
                                                          
                                                          

                                                          
                                                            

                                                          

                                                        

                                                        
                                                          
                                                          

                                                        

                                                      

                                                       

                                                      	
                                                              4.

                                                            	 
      	
                                                              Shijiazhuang
      Xinhua

                                                            	 
      	
                                                              Dealership
      Contract with Toyota Auto Sales Co., Ltd.
      (2008/3/31-2009/3/30)

                                                            
	 	 	 	 	 
	
                                                              5.

                                                            	 
      	
                                                              Hebei
      Shengda

                                                            	 
      	
                                                              1.
      Credit Facility Agreement between Hebei Shengda and Ford Automobile
      Finance Co., Ltd. dated April 23, 2007

                                                            
	 	 	 	 	 
	 
      	 
      	 
      	 
      	
                                                              2.
      Dealership Agreement on Sale of and Service for Homemade Ford Automobiles
      entered into by and between Changan Ford Mazda Automobile Co., Ltd. and
      Hebei Shengda on September 27, 2007

                                                            
	 	 	 	 	 
	
                                                              6.

                                                            	 
      	
                                                              Qinhuangdao
      Jianda

                                                            	 
      	
                                                              1.
      Loan Agreement between Qinhuangdao Jianda and Qinhuangdao City Commercial
      Bank for RMB1,500,000 (2008/4/29 to 2009/4/29)

                                                            
	
                                                               

                                                            	 	 	 	 
	 
      	 
      	 
      	 
      	
                                                              2.
      Dealership Agreement on Sale of and Service for Homemade Ford Automobiles
      entered into by and between Changan Ford Mazda Automobile Co., Ltd. and
      Qinhuangdao Jianda on October 2, 2007

                                                            
	 	 	 	 	 
	 
      	 
      	 
      	 
      	
                                                              3.
      Dealership Agreement on Sale of and Service for Imported Ford Automobiles
      entered into by and between Changan Ford Mazda Automobile Co., Ltd. and
      Qinhuangdao Jianda on October 2, 2007

                                                            
	 	 	 	 	 
	
                                                              7.

                                                            	 
      	
                                                              Cangzhou
      Deyuan

                                                            	 
      	
                                                              Dealership
      Agreement on Sale of and Service for Homemade Ford Products entered into
      by and between Changan Ford Mazda Automobile Co., Ltd. and Cangzhou Deyuan
      on April 1, 2008

                                                            
	 	 	 	 	 
	
                                                              8.

                                                            	 
      	
                                                              Hebei
      Anchang

                                                            	 
      	
                                                              Authorized
      Dealership Contract on Sale of and Service for Roewe Automobiles entered
      into by and between Shanghai Automotive Co., Ltd. and Hebei Anchang on
      March 5, 2007

                                                            
	 	 	 	 	 
	
                                                              9.

                                                            	
                                                                

                                                            	
                                                              Handan
      Defeng

                                                            	
                                                                

                                                            	
                                                              Franchise
      Contract on Sale of and Service for Dongfeng Peugeot Automobiles entered
      into by and between Dongfeng Peugeot Citroen Automobile Co., Ltd. and
      Handan Defeng on December 29,
2006

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
M

    


    DISCLOSURE
SCHEDULE

    
       

      Section
3.01 Registered Capital and Equity Ownership of Kaiyuan Real Estate

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Kaiyuan
      Real

                	 
      	
                  105000

                	 
      	
                  Founder

                	 
      	
                  104390

                	 
      	
                  99.42%

                
	
                  Estate

                	 
      	 
      	 
      	
                  Li
      Ruiqi

                	 
      	
                  170

                	 
      	
                  0.16%

                
	 
      	 
      	 
      	 
      	
                  Peng
      Jinyu

                	 
      	
                  270

                	 
      	
                  0.26%

                
	 
      	
                    

                	 
      	
                    

                	
                  Zhang
      Zhongwen

                	
                    

                	
                  170

                	
                    

                	
                  0.16%

                


        

      

       

      Section
3.02 Registered Capital and Equity Ownership of Huiyin Investment, Hua An
Investment and Kaiyuan Logistics

       

      Section
3.02(a) Registered Capital and Equity Ownership of Huiyin
Investment

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Huiyin
      Investment

                	
                    

                	
                  60000

                	
                    

                	
                  Kaiyuan
      Real Estate

                	
                    

                	
                  60000

                	
                    

                	
                  100%

                


        

      

       

      Section
3.02(b) Registered Capital and Equity Ownership of Hua An
Investment

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Hua
      An Investment

                	
                    

                	
                  160000

                	
                    

                	
                  Kaiyuan
      Real Estate

                	
                    

                	
                  160000

                	
                    

                	
                  100%

                


        

      

       

      Section
3.02(c) Registered Capital and Equity Ownership of Kaiyuan
Logistics

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Kaiyuan
      Logistics

                	
                    

                	
                  30000

                	
                    

                	
                  Kaiyuan
      Real Estate

                	
                    

                	
                  30000

                	
                    

                	
                  100%

                


        

      

       

      Section
3.03 Registered Capital and Equity Ownership of 4S Stores I, 4S Stores II,
Tianmei Insurance, Transportation Companies I, Kaiyuan Auto Trade, and
Transportation Companies II

       

      Section
3.03(a) Registered Capital and Equity Ownership of 4S Stores I


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      1.           Shijiazhuang
Baohe

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Shijiazhuang

                	 
      	
                  15000

                	 
      	
                  Hua
      An Investment

                	 
      	
                  9000

                	 
      	
                  60%

                
	
                  Baohe

                	
                    

                	 
      	
                    

                	
                  Huiyin
      Investment

                	
                    

                	
                  6000

                	
                    

                	
                  40%

                


        

      

       

      2.           Shijiazhuang
Xinhua

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Name

                                      	 	
                                        Registered

                                        Capital

                                        (RMB’000)

                                      	 	
                                        Shareholder

                                      	 	
                                        Amount of Investment

                                        (RMB’000)

                                      	 	
                                        Share

                                        Percentage

                                      
	
                                        Shijiazhuang
      Xinhua

                                      	 	
                                        10000

                                      	 	
                                        Huiyin
      Investment

                                      	 	
                                        6700

                                      	 	
                                        67%

                                      
	 
      	 	 
      	 	
                                        Wang
      Zhihong

                                      	 	
                                        1000

                                      	 	
                                        10%

                                      
	 
      	 	 
      	 	
                                        Liu
      Zhenguo

                                      	 	
                                        2300

                                      	 	
                                        23%

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      3.           Handan
Ao Hua

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Handan
      Aohua

                	 
      	
                  10000

                	 
      	
                  Huiyin
      Investment

                	 
      	
                  2000

                	 
      	
                  20%

                
	 
      	 
      	 
      	 
      	
                  Zhang
      Haichao

                	 
      	
                  2500

                	 
      	
                  25%

                
	 
      	
                    

                	 
      	
                    

                	
                  Hebei
      Liantuo

                	
                    

                	
                  5500

                	
                    

                	
                  55%

                


        

      

       

      4.           Handan
Defeng

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Handan
      Defeng

                	 
      	
                  5000

                	 
      	
                  Huiyin
      Investment

                	 
      	
                  4500

                	 
      	
                  90%

                
	 
      	
                    

                	 
      	
                    

                	
                  Zhang
      Wei

                	
                    

                	
                  500

                	
                    

                	
                  10%

                


        

      

       

      5.           Hebei
Shengmei

       

      
        
          
            
              	
                      Name

                    	 
      	
                      Registered

                      Capital

                      (RMB’000)

                    	 
      	
                      Shareholder

                    	 
      	
                      Amount of Investment

                      (RMB’000)

                    	 
      	
                      Share

                      Percentage

                    
	
                      Hebei
      Shengmei

                    	 
      	
                      5000

                    	 
      	
                      Huiyin
      Investment

                    	 
      	
                      4800

                    	 
      	
                      96%

                    
	 
      	
                        

                    	 
      	
                        

                    	
                      Li
      Shuangping

                    	
                        

                    	
                      200

                    	
                        

                    	
                      4%

                    


            

          

        

      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Section
3.03(b) Registered Capital and Equity Ownership of 4S Stores II

       

      1.           Hebei
Liantuo

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Hebei
      Liantuo

                	 
      	
                  20000

                	 
      	
                  Hua
      An Investment

                	 
      	
                  18000

                	 
      	
                  90%

                
	 
      	
                    

                	 
      	
                    

                	
                  Hu
      Xin

                	
                    

                	
                  2000

                	
                    

                	
                  10%

                


        

      

       

      2.           Shijiazhuang
Baohe

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Shijiazhuang
      Baohe

                	 
      	
                  15000

                	 
      	
                  Hua
      An Investment

                	 
      	
                  9000

                	 
      	
                  60%

                
	 
      	
                    

                	 
      	
                    

                	
                  Huiyin
      Investment

                	
                    

                	
                  6000

                	
                    

                	
                  40%

                


        

      

       

      3.           Shijiazhuang
Yuhua

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Shijiazhuang
      Yuhua

                	 
      	
                  10000

                	 
      	
                  Hua
      An Investment

                	 
      	
                  7000

                	 
      	
                  70%

                
	 
      	
                    

                	 
      	
                    

                	
                  Li
      Yonghui

                	
                    

                	
                  3000

                	
                    

                	
                  30%

                


        

      

       

      4.           Hebei
Yitong

       

      
        
          
            	
                    Name

                  	 	
                    Registered

                    Capital

                    (RMB’000)

                  	 
      	
                    Shareholder

                  	 
      	
                    Amount of Investment

                    (RMB’000)

                  	 
      	
                    Share

                    Percentage

                  
	
                    Hebei
      Yitong

                  	 	
                    10000

                  	 
      	
                    Hua
      An Investment

                  	 
      	
                    6000

                  	 
      	
                    60%

                  
	 
      	 	 
      	 
      	
                    Chen
      Zhaohua

                  	 
      	
                    3000

                  	 
      	
                    30%

                  
	 
      	
                     

                  	 
      	
                      

                  	
                    Guo
      Zhongqi

                  	
                      

                  	
                    1000

                  	
                      

                  	
                    10%

                  


          

        

      

       

      5.           Hebei
Shengwen

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Hebei
      Shengwen

                	 
      	
                  10000

                	 
      	
                  Hua
      An Investment

                	 
      	
                  9500

                	 
      	
                  95%

                
	 
      	
                    

                	 
      	
                    

                	
                  Chen
      Chao

                	
                    

                	
                  500

                	
                    

                	
                  5%

                


        

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      6.           Hebei
Shengda

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Hebei
      Shengda

                	 
      	
                  10000

                	 
      	
                  Hua
      An Investment

                	 
      	
                  8000

                	 
      	
                  80%

                
	 
      	
                    

                	 
      	
                    

                	
                  Kang
      Kai

                	
                    

                	
                  2000

                	
                    

                	
                  20%

                


        

      

       

      7.           Hebei
Shengkang

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage(%)

                
	
                  Hebei
      Shengkang

                	
                    

                	
                  10000

                	
                    

                	
                  Hua
      An Investment

                	
                    

                	
                  10000

                	
                    

                	
                  100%

                


        

      

       

      8.           Hebei
Anchang

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Hebei
      Anchang

                	 
      	
                  5000

                	 
      	
                  Hua
      An Investment

                	 
      	
                  3750

                	 
      	
                  75%

                
	 
      	
                    

                	 
      	
                    

                	
                  Guo
      Zhongqi

                	
                    

                	
                  1250

                	
                    

                	
                  25%

                


        

      

       

      9.           Hebei
Yuanxinghang

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Hebei
      Yuanxinghang

                	
                    

                	
                  10000

                	
                    

                	
                  Hua
      An Investment

                	
                    

                	
                  10000

                	
                    

                	
                  100%

                


        

      

       

      10.           Hebei
Meifeng

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Hebei
      Meifeng

                	
                    

                	
                  5000

                	
                    

                	
                  Hua
      An Investment

                	
                    

                	
                  5000

                	
                    

                	
                  100%

                


        

      

       

      11.           Cangzhou
Yichang

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital(RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Cangzhou
      Yichang

                	 
      	
                  5000

                	 
      	
                  Hua
      An Investment

                	 
      	
                  2750

                	 
      	
                  55%

                
	 
      	 
      	 
      	 
      	
                  Yang
      Qian

                	 
      	
                  1250

                	 
      	
                  25%

                
	 
      	
                    

                	 
      	
                    

                	
                  Liu
      Defeng

                	
                    

                	
                  1000

                	
                    

                	
                  20%

                


        

      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      12.           Zhangjiakou
Meihua

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Zhangjiakou
      Meihua

                	 
      	
                  6000

                	 
      	
                  Hua
      An Investment

                	 
      	
                  4800

                	 
      	
                  80%

                
	 
      	
                    

                	 
      	
                    

                	
                  Cao
      Xiaomin

                	
                    

                	
                  1200

                	
                    

                	
                  20%

                


        

      

       

      13.           Hengshui
Dechang

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Hengshui
      Dechang

                	 
      	
                  6000

                	 
      	
                  Hua
      An Investment

                	 
      	
                  4200

                	 
      	
                  70%

                
	 
      	
                    

                	 
      	
                    

                	
                  Zhao
      Junna

                	
                    

                	
                  1800

                	
                    

                	
                  30%

                


        

      

       

      14.           Qinhuangdao
Jianda

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Qinhuangdao
      Jianda

                	 
      	
                  10000

                	 
      	
                  Hua
      An Investment

                	 
      	
                  7000

                	 
      	
                  70%

                
	 
      	
                    

                	 
      	
                    

                	
                  Qinhuangdao
      Ruitong Development Co., Ltd

                	
                    

                	
                  3000

                	
                    

                	
                  30%

                


        

      

       

      15.           Cangzhou
Deyuan

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Cangzhou
      Deyuan

                	 
      	
                  8000

                	 
      	
                  Hua
      An Investment

                	 
      	
                  5600

                	 
      	
                  70%

                
	 
      	
                    

                	 
      	
                    

                	
                  Liu
      Rongchun

                	
                    

                	
                  2400

                	
                    

                	
                  30%

                


        

      

       

      16.           Baoding
Tianhua

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Baoding
      Tianhua

                	
                    

                	
                  10000

                	
                    

                	
                  Hua
      An Investment

                	
                    

                	
                  10000

                	
                    

                	
                  100%

                


        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      17.           Cangzhou
Hengyuan

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Cangzhou
      Hengyuan

                	 
      	
                  5000

                	 
      	
                  Hua
      An Investment

                	 
      	
                  1500

                	 
      	
                  30%

                
	 
      	 
      	 
      	 
      	
                  Gao
      Ling

                	 
      	
                  1500

                	 
      	
                  30%

                
	 
      	
                    

                	 
      	
                    

                	
                  Liu
      Shuxin

                	
                    

                	
                  2000

                	
                    

                	
                  40%

                


        

      

       

      18.           Handan
Baohe

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Handan
      Baohe

                	
                    

                	
                  5000

                	
                    

                	
                  Hua
      An Investment

                	
                    

                	
                  5000

                	
                    

                	
                  100%

                


        

      

       

      19.           Handan
Yacheng

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Handan
      Yacheng

                	
                    

                	
                  5000

                	
                    

                	
                  Hua
      An Investment

                	
                    

                	
                  5000

                	
                    

                	
                  100%

                


        

      

       

      20.           Tangshan
Yachang

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Tangshan
      Yachang

                	
                    

                	
                  5000

                	
                    

                	
                  Hua
      An Investment

                	
                    

                	
                  5000

                	
                    

                	
                  100%

                


        

      

       

      21.           Hengshui
Yuhua

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital

                  (RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Hengshui
      Yuhua

                	 
      	
                  10000

                	 
      	
                  Shijiazhuang
      Yuhua

                	 
      	
                  7000

                	 
      	
                  70%

                
	 
      	
                    

                	 
      	
                    

                	
                  Huang
      Wei

                	
                    

                	
                  3000

                	
                    

                	
                  30%

                


        

      

       

      Section 3.03‎(c)
Registered Capital and Equity Ownership of Tianmei Insurance

       

      
        
          
            
              
                
                  
                    	
                            Name

                          	 
      	
                            Registered

                            Capital

                            (RMB’000)

                          	 
      	
                            Shareholder

                          	 
      	
                            Amount of Investment

                            (RMB’000)

                          	 
      	
                            Share

                            Percentage

                          
	
                            Tianmei
      Insurance

                          	
                              

                          	
                            500

                          	
                              

                          	
                            Hua
      An Investment

                          	
                              

                          	
                            500

                          	
                              

                          	
                            100%

                          


                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Section 3.03‎(d)
Registered Capital and Equity Ownership of Transportation Companies
I

       

      
        
          
            
              
                
                  
                    
                      	
                              No

                            	 
      	
                              Name

                            	 
      	
                              Registered

                              Capital

                              (RMB’000)

                            	 
      	
                              Shareholder

                            	 
      	
                              Amount of

                              Investment

                              (RMB’000)

                            	 
      	
                              Share

                              Percentage

                            
	
                              1

                            	 
      	
                              Yuanshi
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              2

                            	 
      	
                              Gaoyi
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              3

                            	 
      	
                              Xingtang
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              4

                            	 
      	
                              Pingshan
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              5

                            	 
      	
                              Zanhuang
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              6

                            	 
      	
                              Jingxing
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              7

                            	 
      	
                              Quyang
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              8

                            	 
      	
                              Zhengding
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              9

                            	 
      	
                              Gaocheng
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              10

                            	 
      	
                              Xinji
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              11

                            	 
      	
                              Jinzhou
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              12

                            	 
      	
                              Shexian
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              13

                            	 
      	
                              Fuping
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              14

                            	 
      	
                              Hejian
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              15

                            	 
      	
                              Weixian
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              16

                            	 
      	
                              Shenzhou
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              17

                            	 
      	
                              Rongcheng
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              18

                            	 
      	
                              Sanhe
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              19

                            	 
      	
                              Huanghua
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              20

                            	 
      	
                              Shahe
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              21

                            	 
      	
                              Jizhou
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              22

                            	 
      	
                              Bazhou
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              23

                            	 
      	
                              Pingding
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            


                       

                      
                        
                          
                          

                        

                        
                          7

                          
                            

                          

                        

                        
                          
                          

                        

                      

                       

                      	
                              24

                            	 
      	
                              Botou
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              25

                            	 
      	
                              Guantao
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              26

                            	 
      	
                              Longyao
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              27

                            	 
      	
                              Hunyuan
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              28

                            	 
      	
                              Huailai
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              29

                            	 
      	
                              Gaobeidian
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              30

                            	 
      	
                              Wu’an
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              31

                            	 
      	
                              Shouyang
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              32

                            	 
      	
                              Yangquan
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              33

                            	 
      	
                              Yuxian
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              34

                            	 
      	
                              Qingxian
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              35

                            	 
      	
                              Anguo
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              36

                            	 
      	
                              Qingxu
      Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              37

                            	 
      	
                              Yangyuan
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              38

                            	 
      	
                              Yuxian
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              39

                            	 
      	
                              Datong
      Shijie  Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              40

                            	 
      	
                              Nanhe
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              41

                            	 
      	
                              Jinzhong
      Shiji Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              42

                            	 
      	
                              Tianjin
      Beichen Xuyuan Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              43

                            	 
      	
                              Zhang
      Jiakou Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              44

                            	 
      	
                              Qixian
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              45

                            	 
      	
                              Qian’an
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              46

                            	 
      	
                              Zunhua
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              47

                            	 
      	
                              Tangshan
      Fengrun Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              48

                            	 
      	
                              Fucheng
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            


                       

                      
                        
                          
                          

                        

                        
                          8

                          
                            

                          

                        

                        
                          
                          

                        

                      

                       

                      	
                              49

                            	 
      	
                              Fengzhen
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              50

                            	 
      	
                              Wulan
      Chabu Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              51

                            	 
      	
                              Wuyuan
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              52

                            	 
      	
                              Xinghe
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              53

                            	 
      	
                              Zhungeer
      Banner Shijie Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              54

                            	 
      	
                              Baotou
      Xuyuan Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              55

                            	 
      	
                              Bayan
      Nur Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              56

                            	 
      	
                              Tuo
      Ke Tuo Xian Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              57

                            	 
      	
                              Dalate
      Banner  Xuyuan Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              58

                            	 
      	
                              Ordos
      Dongsheng Shijie Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              59

                            	 
      	
                              Dong’a
      Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              60

                            	 
      	
                              Linyi
      Jieyun Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              61

                            	 
      	
                              Linshu
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              62

                            	 
      	
                              Leling
      Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              63

                            	 
      	
                              Boxing
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              64

                            	 
      	
                              Dezhou
      Xuyuan Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              65

                            	 
      	
                              Zaozhuang
      Xuyuan Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              66

                            	 
      	
                              Jining
      Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              67

                            	 
      	
                              Binzhou
      Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              68

                            	 
      	
                              Liaocheng
      Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              69

                            	 
      	
                              Zoucheng
      Xuwei Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              70

                            	 
      	
                              Yanggu
      Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              71

                            	 
      	
                              Gaotang
      Shijie Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              72

                            	 
      	
                              Qihe
      Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            


                       

                      
                        
                          
                          

                        

                        
                          9

                          
                            

                          

                        

                        
                          
                          

                        

                      

                       

                      	
                              73

                            	 
      	
                              Anyang
      Shijie Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              74

                            	 
      	
                              Xinxiang
      Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              75

                            	 
      	
                              Xinmi
      Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              76

                            	 
      	
                              Wuzhi
      Xuyuan Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              77

                            	 
      	
                              Luoyang
      Xuyuan Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              78

                            	 
      	
                              Jiyuan
      Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              79

                            	 
      	
                              Wenxian
      Shijie Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              80

                            	 
      	
                              Jiaozuo
      Transportation

                            	 
      	
                              500

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              500

                            	 
      	
                              100%

                            
	
                              81

                            	 
      	
                              Xuchang
      Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              82

                            	 
      	
                              Huixian
      Transportation

                            	 
      	
                              200

                            	 
      	
                              Kaiyuan
      Logistics

                            	 
      	
                              200

                            	 
      	
                              100%

                            
	
                              83

                            	
                                

                            	
                              Changge
      Xuyuan Transportation

                            	
                                

                            	
                              200

                            	
                                

                            	
                              Kaiyuan
      Logistics

                            	
                                

                            	
                              200

                            	
                                

                            	
                              100%

                            


                    

                  

                

              

            

          

        

      

       

      Section 3.03‎(e)
Registered Capital and Equity Ownership of Kaiyuan Auto Trade

       

      
        
          
            
              
                
                  
                    	
                            Name

                          	 
      	
                            Registered

                            Capital

                            (RMB’000)

                          	 
      	
                            Shareholder

                          	 
      	
                            Amount of Investment

                            (RMB’000)

                          	 
      	
                            Share

                            Percentage

                          
	
                            Kaiyuan
      Auto Trade

                          	
                              

                          	
                            21000

                          	
                              

                          	
                            Kaiyuan
      Real Estate

                          	
                              

                          	
                            21000

                          	
                              

                          	
                            100%

                          


                  

                

              

            

          

        

      

       

      Section 3.03‎(f)
Registered Capital and Equity Ownership of Transportation Companies
II

       

      
        
          
            
              	
                      No

                    	 
      	
                      Name

                    	 
      	
                      Registered

                      Capital

                      (RMB’000)

                    	 
      	
                      Shareholder

                    	 
      	
                      Amount of

                      Investment(RMB’000)

                    	 
      	
                      Share

                      Percentage

                    
	
                      1

                    	 
      	
                      Xuyuan
      Transportation

                    	 
      	
                      500

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      500

                    	 
      	
                      100%

                    
	
                      2

                    	 
      	
                      Huairen
      Shijie Transportation

                    	 
      	
                      500

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      500

                    	 
      	
                      100%

                    
	
                      3

                    	 
      	
                      Yingxian
      Transportation

                    	 
      	
                      500

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      500

                    	 
      	
                      100%

                    
	
                      4

                    	 
      	
                      Xinzhou
      Shijie Transportation

                    	 
      	
                      200

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      180

                    	 
      	
                      90%

                    
	 	 	 	 	 	 	

                      Kaiyuan
      Logistics

                    	 	

                      20

                    	 	
                      10%

                    
	
                      5

                    	 
      	
                      Wuzhai
      Shijie Transportation

                    	 
      	
                      500

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      500

                    	 
      	
                      100%

                    
	
                      6

                    	 	
                      Daixian
      Shijie Transportation

                    	 	
                      200

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      180

                    	 
      	
                      90%

                    
	   	   	   	   	   	   	

                      Kaiyuan
      Logistics

                    	    	

                      20

                    	   	

                      10%

                    


               

               

              
                
                  
                  

                

                
                  10

                  
                    

                  

                

                
                  
                  

                

              

               

              	
                      7

                    	 
      	
                      Lvliang
      Shijie Transportation

                    	 
      	
                      500

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      500

                    	 
      	
                      100%

                    
	
                      8

                    	 
      	
                      Linxian
      Shijie Transportation

                    	 
      	
                      500

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      500

                    	 
      	
                      100%

                    
	
                      9

                    	 
      	
                      Xiaoyi
      Xuyuan Transportation

                    	 
      	
                      500

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      500

                    	 
      	
                      100%

                    
	
                      10

                    	 
      	
                      Lvliang
      Xuyuan Transportation

                    	 
      	
                      200

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      200

                    	 
      	
                      100%

                    
	
                      11

                    	 
      	
                      Changzhi
      Shijie Transportation

                    	 
      	
                      500

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      500

                    	 
      	
                      100%

                    
	
                      12

                    	 
      	
                      Licheng
      Transportation

                    	 
      	
                      500

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      500

                    	 
      	
                      100%

                    
	
                      13

                    	 
      	
                      Linfen
      Shijie Transportation

                    	 
      	
                      500

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      500

                    	 
      	
                      100%

                    
	
                      14

                    	 
      	
                      Quwo
      Shijie Transportation

                    	 
      	
                      500

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      500

                    	 
      	
                      100%

                    
	
                      15

                    	 
      	
                      Huozhou
      Shijie Transportation

                    	 
      	
                      500

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      500

                    	 
      	
                      100%

                    
	
                      16

                    	 
      	
                      Yuncheng
      Shijie Transportation

                    	 
      	
                      500

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      500

                    	 
      	
                      100%

                    
	
                      17

                    	 
      	
                      Hejin
      Xin Shijie Transportation

                    	 
      	
                      200

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      200

                    	 
      	
                      100%

                    
	
                      18

                    	 
      	
                      Jincheng
      Xuyuan Transportation

                    	 
      	
                      500

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      500

                    	 
      	
                      100%

                    
	
                      19

                    	 
      	
                      Yangcheng
      Xuyuan Transportation

                    	 
      	
                      500

                    	 
      	
                      Chuanglian
      Auto Trade

                    	 
      	
                      500

                    	 
      	
                      100%

                    
	
                      20

                    	
                        

                    	
                      Gaoping
      Shijie Transportation

                    	
                        

                    	
                      500

                    	
                        

                    	
                      Chuanglian
      Auto Trade

                    	
                        

                    	
                      500

                    	
                        

                    	
                      100%

                    


            

          

        

      

       

      Section
3.04 Chuanglian Auto Trade

       

      
        
          	
                  Name

                	 
      	
                  Registered

                  Capital
(RMB’000)

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (RMB’000)

                	 
      	
                  Share

                  Percentage

                
	
                  Chuanglian
      Auto Trade

                	
                    

                	
                  20000

                	
                    

                	
                  Kaiyuan
      Auto Trade

                	
                    

                	
                  20000

                	
                    

                	
                  100%

                


        

      

       

      Section
3.05 FounderCo

       

      
        
          	
                  Name

                	 
      	
                  Outstanding

                  Shares

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (USD$)

                	 
      	
                  Share

                  Percentage

                
	
                  FounderCo

                	
                    

                	
                  1

                	
                    

                	
                  Yan
      Wang

                	
                    

                	
                  1

                	
                    

                	
                  100%

                


        

      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      Section
3.06  AutoChina

       

      
        
          	
                  Name

                	 
      	
                  Outstanding

                  Shares

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (USD$)

                	 
      	
                  Share

                  Percentage

                
	
                  AutoChina

                	
                    

                	
                  1000

                	
                    

                	
                  FounderCo

                	
                    

                	
                  1000

                	
                    

                	
                  100%

                


        

      

       

      Section
3.07 Fancy Think

       

      
        
          	
                  Name

                	 
      	
                  Outstanding

                  Shares

                	 
      	
                  Shareholder

                	 
      	
                  Amount of Investment

                  (HK$)

                	 
      	
                  Share

                  Percentage

                
	
                  Fancy
      Think

                	
                    

                	
                  10000

                	
                    

                	
                  Auto
      China

                	
                    

                	
                  10000

                	
                    

                	
                  100%

                


        

      

       

      Section
3.08 Chuanglian

       

      
        	
                1.

              	
                Registered
      Capital and Equity Ownership of
Chuanglian

              


      

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                Name

                              	 	
                                Registered

                                Capital

                                (RMB’000)

                              	 	
                                Shareholder

                              	 	
                                Amount of Investment

                                (RMB’000)

                              	 	
                                Share

                                Percentage

                              
	
                                Chuanglian

                              	 	
                                35000

                              	 	
                                Fancy
      Think

                              	 	
                                35000

                              	 	
                                100%

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        	
                2.

              	
                Control
      Agreements

              


      

       

      List of
control agreements:

       

      
        	
                1.

              	
                Business
      Operation Agreement between Chuanglian and Hua An Investment dated
      [          ];

              


      

       

      
        	
                2.

              	
                Equity
      Pledge Agreement between Chuanglian and Hua An Investment dated
      [          ];

              


      

       

      
        	
                3.

              	
                Option
      Agreement between Chuanglian and Hua An Investment dated
      [          ];

              


      

       

      
        	
                4.

              	
                Service
      Agreement between Chuanglian and Hua An Investment dated
      [          ];

              


      

       

      
        	
                5.

              	
                Voting
      Proxy Agreement between Chuanglian and Hua An Investment dated
      [          ];

              


      

       

      
        	
                6.

              	
                Business
      Operation Agreement between Chuanglian and Huiyin Investment dated
      [          ];

              


      

       

      
        	
                7.

              	
                Equity
      Pledge Agreement between Chuanglian and Huiyin Investment dated
      [          ];

              


      

       

      
        	
                8.

              	
                Option
      Agreement between Chuanglian and Huiyin Investment dated
      [          ];

              


      

       

      
        	
                9.

              	
                Service
      Agreement between Chuanglian and Huiyin Investment dated
      [          ];

              


      

       

      
        	
                10.

              	
                Voting
      Proxy Agreement between Chuanglian and Huiyin Investment dated
      [          ];

              


      

       

      
        	
                11.

              	
                Business
      Operation Agreement between Chuanglian and Kaiyuan Auto Trade dated
      [          ];

              


      

       

      
        	
                12.

              	
                Equity
      Pledge Agreement between Chuanglian and Kaiyuan Auto Trade dated
      [          ];

              


      

       

      
        	
                13.

              	
                Option
      Agreement between Chuanglian and Kaiyuan Auto Trade dated
      [          ];

              


      

       

      
        	
                14.

              	
                Service
      Agreement between Chuanglian and Kaiyuan Auto Trade dated
      [          ];

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                15.

              	
                Voting
      Proxy Agreement between Chuanglian and Kaiyuan Auto Trade dated
      [          ];

              


      

       

      
        	
                16.

              	
                Business
      Operation Agreement between Chuanglian and Kaiyuan Logistics dated
      [          ];

              


      

       

      
        	
                17.

              	
                Equity
      Pledge Agreement between Chuanglian and Kaiyuan Logistics dated
      [          ];

              


      

       

      
        	
                18.

              	
                Option
      Agreement between Chuanglian and Kaiyuan Logistics dated
      [          ];

              


      

       

      
        	
                19.

              	
                Service
      Agreement between Chuanglian and Kaiyuan Logistics dated
      [          ];
      and

              


      

       

      
        	
                20.

              	
                Voting
      Proxy Agreement between Chuanglian and Kaiyuan Logistics dated
      [          ].

              


      

       

      Section
3.09 Organizational Chart of PRC Subsidiaries

       

      Please
refer to Table I.

       

      Section
3.10  Board Member List of AutoChina and Fancy Think

       

      
        
          	
                  Name

                	 
      	
                  Name

                
	
                  AutoChina

                	 
      	
                  Founder

                
	
                  Fancy
      Think

                	
                    

                	
                  Founder

                


        

      

       

      Section
3.13 Material Certificates and Licenses

       

      Please
refer to Table II.

       

      Section
3.14(d) Taxation Bureaus

       

      Please
refer to Table III.

       

      Section
3.15 Financial Statements

       

      For the
2007 AutoChina Consolidated Financials please see “2007 AutoChina Consolidated
Financials.pdf”

       

      For the
Interim Financials please see “Interim Financials.pdf”

       

      Section
3.22 Material Contracts

       

      (a)(iii)
Joint Venture Contracts

       

      
        
          	
                  1.

                	
                  On
      January 26, 1999, Kaiyuan Real Estate entered into a Joint Venture
      Agreement with CANADA ADVANTAGE TRADING INC., to establish Kaiyuan Doors
      and Windows.

                


        

      

      


      
        
          	
                  2.

                	
                  On
      January 5, 2006, Kaiyuan Real Estate entered into a Investment Agreement
      of Hebei Advertising with Li
Yongbin.

                


        

      

      


      
        
          	
                  3.

                	
                  On
      November 15, 2007, Kaiyuan Real Estate entered into a Sino-foreign Joint
      Venture Agreement of HE BEI AMPLE KAIYUAN CO., LTD. with Top Ray
      Investments Ltd.

                


        

      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  4.

                	
                  On
      December 24, 2007, Kaiyuan Real Estate entered into a Sino-foreign Joint
      Venture Agreement of HE BEI XUWEI TRADING CO., LTD. with Heat Planet
      Holdings Limited.

                


        

      

       

      (a)(iv)
Loan Contracts and Guaranty Contracts with amounts exceeding
RMB1,000,000

       

      Please
refer to Table IV.

       

      (a)(v)
Contract with Top-10 Suppliers

       

      
        	
                1.

              	
                Dealership
      Authorization Agreements

              


      

       

      Please
refer to Table V.

       

      
        	
                2.

              	
                Financing
      Agreements

              


      

       

      Please
refer to Table IV.

       

      
        	
                3.

              	
                Vehicle
      Purchase Agreements

              


      

      


      
        	
                (i)

              	
                The
      Vehicle Purchase and Sale Agreement entered into by and between Tianjin
      Shan Zhong Auto Sale Service Co., Ltd. and Kaiyuan Auto Trade on September
      28, 2008. The contract value is
RMB12,993,900.

              


      

       

      Section
3.24(a)

       

      
        	
                1.

              	
                The
      PRC Subsidiaries listed in Table VI have not provided state-owned land use
      right certificates or building ownership certificates or other
      governmental documents, thus we cannot ascertain whether such PRC
      Subsidiaries have valid and legal use rights to the land being used by
      them or whether such PRC Subsidiaries have valid and legal ownership or
      use rights to the houses being used by
them.

              


      

      


      
        	
                2.

              	
                Kaiyuan
      Auto Trade, Botou Transportation and Botou Auto Service have provided land
      use right certificates and building ownership certificates for the houses
      rented and being used by them.  However, such land and houses
      are authorized for industry use.  Since the aforesaid companies
      have not provided the governmental approvals for the change of use of such
      land and houses, we cannot ascertain whether such PRC Subsidiaries have
      valid and legal use rights to the land and houses being used by
      them.

              


      

      


      
        	
                3.

              	
                Except
      for Pingshan Auto Service, Jingxing Transportation, Jingxing Auto Service,
      Guantao Transportation and Guantao Auto Service, other PRC Subsidiaries
      have not carried out the lease registration procedures for the houses
      rented by them.

              


      

       

      Section
3.24(k) Real Property List

       

      Please
refer to Table VII.

       

      Section
3.25

       

      
        	
                1.

              	
                List
      of Staff and Status of Execution of Labor
  Contract

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Please
refer to Table VIII.

       

      
        	
                2.

              	
                Social
      Insurance and Housing Fund Records

              


      

       

      
        	
                (i)

              	
                The
      following PRC Subsidiaries have not paid social insurance for their
      employees:

              


      

       

      Hebei
Meifeng;

       

      Cangzhou
Hengyuan;

       

      Handan
Baohe;

       

      Tangshan
Yachang;

       

      Handan
Yacheng;

       

      Hengshui
Yuhua;

       

      Kaiyuan
Logistics;

       

      Kaiyuan
Auto Trade;

       

      Chuanglian;

       

      Chuanglian
Auto Trade;

       

      the
Transportation Companies; and

       

      the Auto
Service Companies.

       

      
        	
                (ii)

              	
                None
      of the PRC Subsidiaries has paid housing fund for their
      employees.

              


      

       

      Section
3.26

       

      
        	
                1.

              	
                The
      following PRC Subsidiaries have not obtained relevant governmental
      approvals or permits or have not carried out relevant procedures for
      registration or filing:

              


      

       

      
        	
                (i)

              	
                Kaiyuan
      Auto Trade and Chuanglian Auto Trade have not obtained the brand auto
      sales authorization or entered into the dealership authorization
      agreements, nor have they been listed in the List of Brand Auto Sales
      Enterprises;

              


      

       

      
        	
                (ii)

              	
                The
      following 4S Stores I and 4S Stores II that are engaged in secondhand
      automobile transaction have not carried out the filing procedures with the
      provincial authority of commerce that are necessary for engaging in such
      transactions:

              


      

       

      Hebei
Liantuo;

       

      Hebei
Yitong;

       

      Shijiazhuang
Yuhua;

       

      Hebei
Shengwen;

       

      Hebei
Shengkang;

       

      Zhangjiakou
Meihua; and

       

      Shijiazhuang
Xinhua.

       

      
        	
                (iii)

              	
                No
      4S Stores has obtained a Pollutant Discharge
  Permit;

              


      

       

      
        	
                (iv)

              	
                Chuanglian
      has not carried out the filing procedures for its establishment of any
      Auto Service Company with the original authority of examination and
      approval;

              


      

       

      
        	
                (v)

              	
                The
      following PRC Subsidiaries have not obtained the state taxation
      registration certificates:

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      Kaiyuan
Real Estate;

       

      Kaiyuan
Logistics;

       

      Tianmei
Insurance;

       

      Xingtang
Shijie Transportation;

       

      Quyang
Transportation;

       

      Anguo
Transportation;

       

      Bazhou
Transportation;

       

      Rongcheng
Transportation;

       

      Gaobeidian
Shijie Transportation;

       

      Jinzhou
Shijie Transportation;

       

      Qingxian
Transportation;

       

      Botou
Transportation;

       

      Zanhuang
Transportation;

       

      Longyao
Transportation;

       

      Yuanshi
Shijie Transportation;

       

      Guantao
Transportation;

       

      Qingxu
Shijie Transportation;

       

      Yangyuan
Transportation;

       

      Huailai
Transportation;

       

      Zhengding
Transportation;

       

      Hejian
Transportation;

       

      Huanghua
Transportation;

       

      Weixian
Transportation;

       

      Zunhua
Transportation;

       

      Xingtang
Auto Service;

       

      Quyang
Auto Service;

       

      Anguo
Auto Service;

       

      Bazhou
Auto Service;

       

      Rongcheng
Auto Service;

       

      Gaobeidian
Auto Service;

       

      Jinzhou
Auto Service;

       

      Qingxian
Auto Service;

       

      Botou
Auto Service;

       

      Zanhuang
Auto Service;

       

      Longyao
Auto Service;

       

      Yuanshi
Auto Service;

       

      Guantao
Auto Service;

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      Qingxu
Auto Service;

       

      Yangyuan
Auto Service;

       

      Huailai
Auto Service;

       

      Zhengding
Auto Service;

       

      Shenzhou
Auto Service;

       

      Qixian
Auto Service;

       

      Gaoyi
Auto Service;

       

      Huanghua
Auto Service;

       

      Datong
Auto Service; and

       

      Weixian
Auto Service.

       

      
        	
                (vi)

              	
                The
      following PRC Subsidiaries have not completed the renewal of their
      concurrent-business insurance agent
  certificates:

              


      

       

      Hebei
Yitong;

       

      Hebei
Shengwen; and

       

      Shijiazhuang
Yuhua.


       

      
        	
                2.

              	
                The
      business licenses of the following PRC Subsidiaries do not contain “brand
      auto sales” in their business
scope:

              


      

       

      Handan
Baohe;

       

      Hebei
Meifeng;

       

      Kaiyuan
Auto Trade; and

       

      Chuanglian
Auto Trade.

       

      
        	
                3.

              	
                The
      following PRC Subsidiaries have not been included into the List of Brand
      Auto Sales Enterprises:

              


      

       

      Handan
Baohe;

       

      Handan
Yacheng;

       

      Hebei
Meifeng;

       

      Hengshui
Yuhua;

       

      Tangshan
Yachang;

       

      Kaiyuan
Auto Trade; and

       

      Chuanglian
Auto Trade.


       

      
        	
                4.

              	
                The
      following PRC Subsidiaries have not provided separate authorization
      certificates for brand auto sales:

              


      

       

      Hebei
Yitong;

       

      Hebei
Shengkang;

       

      Cangzhou
Yichang;

       

      Hebei
Anchang;

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      Hebei
Yuanxinghang;

       

      Cangzhou
Deyuan;

       

      Tangshan
Yachang;

       

      Handan
Yacheng;

       

      Hengshui
Yuhua;

       

      Kaiyuan
Auto Trade; and

       

      Chuanglian
Auto Trade.


       

      
        	
                5.

              	
                The
      following PRC Subsidiaries have not provided valid and binding dealership
      authorization agreements:

              


      

       

      Tangshan
Yachang;

       

      Handan
Yacheng;

       

      Handan
Baohe;

       

      Kaiyuan
Auto Trade; and

       

      Chuanglian
Auto Trade.


       

      
        	
                6.

              	
                The
      dealership authorization agreements entered into by the following PRC
      Subsidiaries have expired and the renewal thereof has not been completed
      yet:

              


      

       

      Hebei
Shengwen;

       

      Shijiazhuang
Baohe; and

       

      Hebei
Shengmei.

       

      Section
3.31 Bank Account Information

       

      Please
refer to Table IX.


      
        
           


        

        
          18

          
            

          

        

        
           


        

      

       

    

    SCHEDULE
N

    


    INDEMNIFICATION
AGREEMENT

    
      


      THIS INDEMNIFICATION AGREEMENT
(this “Agreement”)
is entered into as of this _______ day of ____ 2009, by and between [AutoChina
Group Limited or such other name to be approved by SCAC], a corporation duly
organized and existing under the laws of the Cayman Islands (the “Company”),
and _________, an individual (“Indemnitee”).

      


      BACKGROUND

      


      A.           Indemnitee
is an officer and/or member of the Board of Directors of the Company and, in
that capacity, performs a valuable service for the Company.  For a
variety of reasons, including the frequency, magnitude and often baseless nature
of claims and actions brought against corporate officers and directors
generally, it is difficult for corporations to attract and retain highly
competent persons as officers and directors.  In addition, there
exists uncertainty, both as to matters of “substance” and “procedure,” about the
protection against such claims provided by statutory, charter and bylaw
provisions and through “director and officer” insurance.

      


      B.           The
Company’s Articles of Association provide for indemnification of, and
advancement of expenses to, the directors of the Company to the maximum extent
authorized by Companies Law (2007 Revision) of the Cayman Islands or as the same
may be revised from time to time (the “CLCI”),
and, together with the CLCI, permit, by their nonexclusive nature, the
establishment of indemnification agreements between the Company and its officers
and directors.

      


      C.           In
order to induce Indemnitee to continue to serve as an officer of the Company or
member of the Board of Directors of the Company, and to establish a specific
procedure for addressing indemnification matters if and as they arise, the
Company has agreed to a contractual indemnification arrangement on the terms set
forth in this Agreement.

      


      THE
PARTIES AGREE AS FOLLOWS:

      


      1.           Definitions.  For
purposes of this Agreement, the following terms have the following
meanings:

      


      (a)           “Agent”
means any person (i) who is or was a director, officer, employee or other agent
of the Company or (ii) who is or was serving at the request of the Company, or
otherwise as a result of that person’s relationship with the Company, as a
director, officer, employee or other agent of another foreign or domestic
corporation  or of any partnership, joint venture, trust or other
enterprise (including service with respect to employee benefit
plans).

      


      (b)           “Disinterested
Director” means a director of the Company who neither is nor was a party
to the Proceeding in respect of which indemnification is sought under this
Agreement or otherwise.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)           “Expenses”
includes any and all direct and indirect costs (including, without limitation,
attorneys’ fees and disbursements, court costs, fees and expenses of witnesses,
experts, professional advisers and private investigators, arbitration expenses,
costs of attachment, appeal or similar bonds, travel expenses, duplicating,
printing and binding costs, telephone charges, postage, delivery service fees,
and any and all other disbursements or out-of-pocket expenses) actually and
reasonably incurred by or on behalf of Indemnitee in connection with either (i)
the investigation, defense, settlement or appeal of, or being a witness or
participant in, a Proceeding (including preparing for any of the foregoing) or
(ii) the establishment or enforcement of any right to indemnification under this
Agreement or otherwise or any right to recovery under any liability insurance
policy maintained by the Company; provided, however, that “Expenses” shall not
include any judgments, fines or amounts paid in settlement.

      


      (d)           “Independent
Counsel” means a law firm or attorney that neither is presently nor in
the past two years has been retained to represent:  (i) the Company or
Indemnitee in any matter material to the Company or Indemnitee, or (ii) any
other party to the Proceeding in respect of which indemnification is sought
under this Agreement or otherwise.  In addition, the term “Independent
Counsel” does not include any law firm or attorney who, under the applicable
standards of professional conduct then prevailing, would have a conflict of
interest in representing either the Company or Indemnitee in an action to
determine Indemnitee’s right to indemnification under this Agreement or
otherwise.

      


      (e)           “Liabilities”
means liabilities and losses of any type whatsoever, including, without
limitation, judgments, fines, excise taxes and penalties (including ERISA excise
taxes and penalties) and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection with or in respect
of such liabilities and losses), actually incurred by Indemnitee in connection
with or as a result of a Proceeding.

      


      (f)           “Proceeding”
means any threatened, pending or completed action, suit or proceeding (including
any inquiry, hearing, arbitration proceeding or alternative dispute resolution
mechanism), whether civil, criminal, administrative or investigative (including
any action by or in the right of the Company), to which Indemnitee is or was a
party, witness or other participant, or is threatened to be made a party,
witness or other participant, by reason of the fact that Indemnitee is or was an
Agent, or by reason of anything done or not done by Indemnitee in that capacity
or in any other capacity while serving as an Agent, whether before or after the
date of this Agreement.

      


      2.           Agreement to
Indemnify.  Subject to the terms and conditions of, and in
accordance with the procedures set forth in, this Agreement, the Company shall
hold Indemnitee harmless and indemnify Indemnitee (and Indemnitee’s spouse as
provided below), to the fullest extent permitted by the provisions of the CLCI ,
the Company’s Memorandum of Association or Articles of Association, and other
applicable law, from and against all Expenses and Liabilities, including,
without limitation, Expenses and Liabilities arising from any Proceeding brought
by or in the right of the Company or its stockholders, except such (if any)
incurred or sustained by or through the Indemnitee’s own willful neglect or
default respectively.  The Company and Indemnitee intend that this
Agreement provide for indemnification in excess of that expressly required or
permitted by statute, including, without limitation, any indemnification
provided by the Company’s Memorandum of Association or Articles of Association,
by vote of its stockholders or directors, or by applicable law.  If,
after the date hereof, the CLCI or any other applicable law is amended to permit
or authorize indemnification of, or advancement of defense expenses to,
Indemnitee to a greater extent than is permitted on the date hereof, references
in this Agreement to the CLCI or any other applicable law shall be deemed to
refer to the CLCI or such applicable law as so amended.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      3.           Procedural
Matters.

      


      (a)           Initial
Request.  Whenever Indemnitee believes that, in a specific
case, Indemnitee is then entitled to indemnification under this Agreement or
under the Company’s Memorandum of Association or Articles of Association, the
CLCI or otherwise, Indemnitee shall submit a written notice to the Company
requesting an authorization and determination by the Company to that
effect.  The notice shall describe the matter giving rise to the
request and be accompanied by all appropriate supporting documentation
reasonably available to Indemnitee.

      


      (b)           Determination and
Payment.  The Company shall make a determination about
Indemnitee’s entitlement to indemnification in the specific case no later than
30 days after receipt of Indemnitee’s request.  In making that
determination, the person or persons making the determination shall presume that
Indemnitee met any applicable standard of conduct required for indemnification,
unless the Company shall have affirmatively shown by clear and convincing
evidence that Indemnitee did not meet that standard.  The
determination shall be made by the Board of Directors by a majority vote of a
quorum consisting of Disinterested Directors. If such a quorum is not
obtainable, or, even if obtainable, a quorum of Disinterested Directors so
directs, the determination shall be made by Independent Counsel in a written
opinion obtained at the Company’s expense.  If either of those
alternative decision-making processes is not initiated within 20 days after
receipt of Indemnitee’s request, the determination shall be made by the
Company’s stockholders, except that any shares of the Company’s capital stock as
to which Indemnitee holds voting power shall not be entitled to
vote.  If the person or persons empowered to make the determination
either:  (i) affirmatively makes a determination of Indemnitee’s
entitlement to indemnification or (ii) fails to make any determination at all
within the 30-day period, indemnification shall be considered as authorized and
proper in the circumstances, and Indemnitee shall be absolutely entitled to such
indemnification, and shall receive payment as promptly as practicable, in the
absence of any misrepresentation of a material fact by Indemnitee in the request
for indemnification, or a specific determination by a court of competent
jurisdiction that all or any part of such indemnification is prohibited by
applicable law.  If the person or persons empowered to make the
determination find that the Indemnitee is not entitled to indemnification, the
Indemnitee shall have the right to apply to a court of competent jurisdiction
for the purpose of enforcing Indemnitee’s right to indemnification pursuant to
this Agreement.  The termination of any Proceeding by judgment, order,
settlement, arbitration award, conviction or upon a plea of solo contender or
its equivalent shall not, of itself, create a presumption that Indemnitee did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Company, or that, with respect to any
criminal Proceeding, Indemnitee had reasonable cause to believe his conduct was
unlawful.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (c)           Advancement of
Expenses.  If so requested in a writing by Indemnitee
accompanied by appropriate supporting documentation, the Company shall, within
10 days after receipt of the request, advance funds for the payment of Expenses,
whether that request is made before or after the final disposition of a
Proceeding (including, without limitation, any criminal Proceeding or any
Proceeding brought by or in the right of the Company or its stockholders),
unless there has been a final determination that Indemnitee is not entitled to
indemnification for those Expenses.  If required by law at the time of
the advance, the payment of the advance shall be conditioned upon the receipt
from Indemnitee of an undertaking (which need not be secured) to repay the
advance to the extent that it is ultimately determined that Indemnitee is not
entitled to such indemnification by the Company.  Any dispute
concerning the advancement of Expenses shall be resolved by arbitration before
an arbitrator selected by Indemnitee and approved by the Company.  If
the parties cannot agree on a single arbitrator, then the claim shall be heard
by a panel of three arbitrators, with one selected by Indemnitee, one selected
by the Company and one selected jointly by the foregoing two
arbitrators.  Each of the arbitrators shall be a litigation or
corporate attorney with experience in the field of officer and director
indemnification.  The arbitrators shall be selected within 15 days
after demand for arbitration and shall render a decision within 30 days after
selection, unless good cause is shown for requiring a longer decision
period.  The Company shall act in utmost good faith to provide timely
information to the arbitrators and to insure Indemnitee a full opportunity to
defend against the Company’s claim that Indemnitee is not entitled to an advance
of Expenses.  The Company shall indemnify Indemnitee against all
Expenses incurred by Indemnitee under the dispute resolutions proceedings set
forth in this Subsection 3(c), unless a court of competent jurisdiction finds
that each of the claims and/or defenses by Indemnitee in the action or
proceeding for which an advance is sought was frivolous or made in bad
faith.

      


      (d)           Enforcement.  If
Indemnitee has not received a determination of entitlement to indemnification or
an advance, as the case may be, within the applicable time periods for such
actions specified in this Agreement, or if it has been determined that
Indemnitee substantively would not be permitted to be indemnified in whole or in
part under applicable law, Indemnitee shall be entitled to commence an action in
any court of competent jurisdiction (including the court in which the Proceeding
as to which Indemnitee seeks indemnification is or was pending) (i) in the
former case, seeking enforcement of Indemnitee’s rights under this Agreement or
otherwise, or seeking an initial determination by the court, or (ii) in the
latter case, challenging any such determination or any aspect thereof, including
the legal or factual bases therefor.  The Company hereby consents to
service of process and to appear generally in any such proceeding.  It
shall be a defense to any such action that applicable law does not permit the
Company to indemnify Indemnitee for the amount claimed.  In any such
action, the Company shall have the burden of proving that indemnification or
advances are not proper in the circumstances of the specific
case.  Neither the failure of the Company to have made a determination
prior to the commencement of such action that indemnification is proper under
the circumstances because Indemnitee has met the standard of conduct under
applicable law, nor an actual determination by the Company that Indemnitee has
not met such standard of conduct, shall be a defense to the action or create a
presumption that Indemnitee has not met that standard of conduct.  The
Company shall indemnify Indemnitee for Expenses incurred by Indemnitee in
connection with the successful establishment or enforcement, in whole or in
part, by Indemnitee of his right to indemnification or advances.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (e)           Notice by
Indemnitee and Defense of Proceedings.  Indemnitee shall
promptly notify the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document
relating to any matter which may give rise to a claim for indemnification under
this Agreement or otherwise; provided, however, that a failure of Indemnitee to
provide that notice shall relieve the Company from liability only if and to the
extent that the failure materially prejudices the Company’s ability to
adequately defend Indemnitee in the Proceeding.  With respect to any
Proceeding as to which Indemnitee so notifies the Company:

      


      (i)           The
Company shall be entitled to participate at its own expense.

      


      (ii)           Except
as otherwise provided below, the Company, jointly with any other indemnifying
party similarly notified, shall be entitled to assume the defense of such
Proceeding, with counsel reasonably satisfactory to Indemnitee.  After
notice from the Company to Indemnitee of the Company’s election to assume the
defense, the Company shall not be liable to Indemnitee under this Agreement for
any Expenses subsequently incurred by Indemnitee, other than as provided
below.  Indemnitee shall have the right to employ his own counsel in
that Proceeding, but the fees and expenses of such counsel incurred after notice
from the Company of its election so to assume the defense shall be borne by
Indemnitee, except to the extent that (x) the employment of counsel by
Indemnitee has been authorized by the Company, (y) Indemnitee has reasonably
concluded that there may be a conflict of interest between the Company and
Indemnitee in the conduct of the defense of such Proceeding or that counsel
selected by the Company may not be adequately representing Indemnitee, or (z)
the Company has not in fact employed counsel to assume the defense of such
Proceeding.  In those cases, the fees and expenses of Indemnitee’s own
counsel shall be paid by the Company.

      


      (iii) Neither the Company nor
Indemnitee shall unreasonably withhold its or his consent to any proposed
settlement.  The Company has no obligation to indemnify and hold
Indemnitee harmless under this Agreement for any amounts paid in settlement of
any Proceeding effected without its written consent.  The Company
shall not settle any Proceeding in any manner which would impose any penalty or
limitation on Indemnitee without Indemnitee’s written consent.

      


      4.           Nonexclusivity.  The
indemnification provided by this Agreement is not exclusive of or inconsistent
with any rights to which Indemnitee may be entitled under the Company’s
Certificate of Incorporation or Bylaws, any other agreement, any vote of
stockholders or directors, the CLCI, or otherwise, both as to action in
Indemnitee’s official capacity and otherwise.  If and to the extent
that a change in the CLCI (whether by statute or judicial decision) permits
greater indemnification by agreement than would be afforded currently under the
Company’s Memorandum of Association or Articles of Association or under this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by
this Agreement the greater benefits so afforded by such change.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      5.           Partial
Indemnification.  If Indemnitee is entitled to indemnification
by the Company for some or a portion of Expenses or Liabilities but not for the
total amount, the Company shall nevertheless indemnify Indemnitee for the
portion of such Expenses and Liabilities to which Indemnitee is entitled to be
indemnified.  Moreover, notwithstanding any other provision of this
Agreement, to the extent that Indemnitee has been successful on the merits or
otherwise in defense of any Proceeding or in defense of any claim, issue or
matter therein, including dismissal without prejudice, Indemnitee shall be
indemnified against all Expenses incurred by Indemnitee in connection
therewith.

       

      6.           Liability
Insurance.  To the extent the Company maintains an insurance
policy or policies providing directors’ and/or officers’ liability insurance,
Indemnitee shall be covered by such policy or policies, in accordance with its
or their terms, to the maximum extent of the coverage available for any Company
director or officer, as the case may be.  If Indemnitee serves as a
fiduciary of any employee benefit plan of the Company or any of its subsidiary
or affiliated corporations, then to the extent that the Company maintains an
insurance policy or policies providing fiduciaries’ liability insurance,
Indemnitee shall be covered by such policy or policies in accordance with its or
their terms, to the maximum extent of the coverage available for any
fiduciary.  Upon notice to the Company, either from Indemnitee or from
any other source, of the commencement or threat of commencement of any
Proceeding or matter which may give rise to a claim for indemnification of
Indemnitee and which may be covered by any insurance policy maintained by the
Company, the Company shall promptly give notice to the insurer in accordance
with the procedures prescribed by such policy and shall thereafter take all
necessary or appropriate action to cause such insurer to pay, to or on behalf of
Indemnitee all Liabilities and Expenses payable under such policy with respect
to such Proceeding or matter.  The Company shall indemnify Indemnitee
for Expenses incurred by Indemnitee in connection with any successful action
brought by Indemnitee for recovery under any insurance policy referred to in
this Section 6 and shall advance to Indemnitee the Expenses of such action in
the manner provided in Section 3(c) above.

      


      7.           Other
Sources.  Indemnitee shall not be required to exercise any
rights Indemnitee may have against any other parties (for example, under an
insurance policy purchased by Indemnitee, the Company or any other person or
entity) before Indemnitee exercises or enforces Indemnitee’s rights under this
Agreement.  However, to the extent the Company actually indemnifies
Indemnitee or advances Indemnitee funds in respect of Expenses, the Company
shall be entitled to enforce any such rights which Indemnitee may have against
third parties.  Indemnitee shall assist the Company in enforcing those
rights if it pays Indemnitee’s costs and expenses of doing so.  If
Indemnitee is actually indemnified or advanced Expenses by any such third party,
then, for so long as Indemnitee is not required to disgorge the amounts so
received, to that extent the Company shall be relieved of its obligation to
indemnify Indemnitee or to advance Expenses.

      


      8.           Certain
Relationships.  The obligations and rights created under this
Agreement shall not be affected by any amendment to the Company’s Memorandum of
Association or Articles of Association or any other agreement or instrument to
which Indemnitee is not a party, and shall not diminish any other rights which
Indemnitee now or in the future has against the Company or any other person or
entity.

      


      9.           Severability.  If
any provision of this Agreement is determined to be unenforceable for any
reason, it shall be adjusted rather than voided, if possible, in order to
achieve the intent of the Company and Indemnitee.  In any event, the
remaining provisions of this Agreement shall remain enforceable to the maximum
extent possible.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      10.         
Contribution.  If
the indemnification provided in Section 2 of this Agreement is unavailable,
then, in respect of any Proceeding in which the Company is jointly liable with
Indemnitee (or would be if joined in the Proceeding), the Company shall
contribute to the amount of Expenses and Liabilities as appropriate to
reflect:   (i) the relative benefits received by the Company, on
the one hand, and Indemnitee, on the other hand, from the transaction from which
the Proceeding arose, and (ii) the relative fault of the Company, on the one
hand, and of Indemnitee, on the other, in connection with the events which
resulted in such Expenses and Liabilities, as well as any other relevant
equitable considerations.  The relative fault of the Company, on the
one hand, and of Indemnitee, on the other, shall be determined by reference to,
among other things, the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent the circumstances resulting in
such Expenses and Liabilities.  The Company agrees that it would not
be just and equitable if contribution pursuant to this Section 10 were
determined by pro rata allocation or any other method of allocation which does
not take account of the equitable considerations described in this Section
10.

      


      11.         
Governing
Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the Cayman Islands applicable to
contracts made and to be performed in such state without giving effect to the
principles of conflicts of laws.

      


      12.         
Notices.  All
notices and other communications under this Agreement shall be in writing and
shall be given by personal or courier delivery, confirmed facsimile or telex
transmission or first class mail, and shall be deemed to have been duly given
upon receipt if personally delivered or delivered by courier, on the date of
transmission if transmitted by facsimile or telex, or three days after mailing
if mailed, to the addresses set forth below:

       

      
        If to
Indemnitee:

        


        [Name]

        [Address]

        


        If to the
Company:

        


        [AutoChina
Group Limited or such other name to be approved by SCAC]

        [Address]

      

       

      or to
such other address as either party may designate by notice to the other from
time to time.

      


      13.          Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original.

      


      14.          Successors and
Assigns.  This Agreement shall be binding upon the Company and
its successors and assigns, and shall inure to the benefit of Indemnitee and
Indemnitee’s spouse, estate, heirs, executors, administrators, personal or legal
representatives and assigns.  The Company shall require any successor
corporation (whether by merger, consolidation, or otherwise) by written
agreement in form and substance satisfactory to Indemnitee, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had taken
place.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      15.           Amendment and
Waiver.  This Agreement may not be amended except by a writing
executed by both the Company and Indemnitee.  No waiver of any
provision of this Agreement shall be effective unless in writing and signed by
the party to be charged therewith.  A waiver of, or a failure to
insist on, complete compliance with any provision of this Agreement shall not be
construed as a waiver of a subsequent or different non-compliance, breach or
default of that or any other provision of this Agreement.

      


      16.           Acknowledgment.  The
Company expressly acknowledges that it has entered into this Agreement and
assumed the obligations imposed on the Company under this Agreement in order to
induce Indemnitee to serve or to continue to serve as a director and
acknowledges that Indemnitee is relying on this Agreement in serving or
continuing to serve in such capacity.  The Company further agrees to
stipulate in any court proceeding that the Company is bound by all of the
provisions of this Agreement.

      


      17.           Period of
Limitations.  No legal action shall be brought and no cause of
action shall be asserted by or in the right of the Company against Indemnitee,
or Indemnitee’s estate, heirs, executors, administrators or personal or legal
representatives after the expiration of two years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action within such two-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.

      


      18.           Duration of
Agreement.  This Agreement shall continue in effect for so long
as Indemnitee is subject to any possible Proceeding, regardless of whether
Indemnitee continues to serve as an Agent.

      


      19.           Entire
Agreement.  This document contains the final, complete and
exclusive statement of the agreement between the Company and Indemnitee with
respect to the subject matter of this Agreement and supersedes any prior or
contemporaneous understandings, agreements, communications, correspondence or
representations by or between the parties, whether written or oral, relating to
the subject matter of this Agreement.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date set forth in its first
paragraph.

      


      
        
          
            
              
                	
                        [AUTOCHINA
      GROUP LIMITED OR SUCH

                        OTHER
      NAME TO BE APPROVED BY SCAC]:

                      
	 
      
	
                        By:

                      	 
      
	 
      
	 
      
	
                        Indemnitee,
      _____________

                      


              

            

          

        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
O

    


    NEW
SCAC ARTICLES

    
        

      THE
COMPANIES LAW

       

      EXEMPTED
COMPANY LIMITED BY SHARES

       

      MEMORANDUM
OF ASSOCIATION

       

      OF

       

      [AUTOCHINA
GROUP LIMITED OR SUCH OTHER NAME APPROVED BY SCAC]

       

      
        	
                1.

              	
                The
      name of the Company is [AutoChina Group Limited or such other name
      approved by SCAC].

              


      

       

      
        	
                2.

              	
                The
      Registered Office of the Company shall be at the offices of Codan Trust
      Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681,
      Grand Cayman, KY1-1111, Cayman
Islands.

              


      

       

      
        	
                3.

              	
                Subject
      to the following provisions of this Memorandum, the objects for which the
      Company is established are
unrestricted.

              


      

       

      
        	
                4.

              	
                Subject
      to the following provisions of this Memorandum, the Company shall have and
      be capable of exercising all the functions of a natural person of full
      capacity irrespective of any question of corporate benefit, as provided by
      Section 27(2) of The Companies Law.

              


      

       

      
        	
                5.

              	
                Nothing
      in this Memorandum shall permit the Company to carry on a business for
      which a licence is required under the laws of the Cayman Islands unless
      duly licensed.

              


      

       

      
        	
                6.

              	
                The
      Company shall not trade in the Cayman Islands with any person, firm or
      corporation except in furtherance of the business of the Company carried
      on outside the Cayman Islands; provided that nothing in this clause shall
      be construed as to prevent the Company effecting and concluding contracts
      in the Cayman Islands, and exercising in the Cayman Islands all of its
      powers necessary for the carrying on of its business outside the Cayman
      Islands.

              


      

       

      
        	
                7.

              	
                The
      liability of each member is limited to the amount from time to time unpaid
      on such member’s shares.

              


      

       

      
        	
                8.

              	
                The
      share capital of the Company is US$51,000 divided into 50,000,000 ordinary
      shares of a nominal or par value of US$0.001 each and 1,000,000 preferred
      shares of US$0.001 each.

              


      

       

      
        	
                9.

              	
                The
      Company may exercise the power contained in the Companies Law to
      deregister in the Cayman Islands and be registered by way of continuation
      in another jurisdiction.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      The
Companies Law (Revised)

      Company
Limited by Shares

       

      THE
AMENDED AND RESTATED

       

      ARTICLES
OF ASSOCIATION

       

      OF

       

      [AUTOCHINA
GROUP LIMITED OR SUCH OTHER NAME APPROVED BY SCAC]

      (Adopted
by way of a special resolution passed on _______, 200_)

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      INDEX

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          SUBJECT

                                        	 
      	
                                          Article No.

                                        
	 	 	 
	
                                          Table
      A

                                        	 
      	
                                          1

                                        
	
                                          Interpretation

                                        	 
      	
                                          2

                                        
	
                                          Share
      Capital

                                        	 
      	
                                          3

                                        
	
                                          Alteration
      Of Capital

                                        	 
      	
                                          4-7

                                        
	
                                          Share
      Rights

                                        	 
      	
                                          8-9

                                        
	
                                          Variation
      Of Rights

                                        	 
      	
                                          10-11

                                        
	
                                          Shares

                                        	 
      	
                                          12-15

                                        
	
                                          Share
      Certificates

                                        	 
      	
                                          16-21

                                        
	
                                          [Intentionally
      Omitted]

                                        	 
      	
                                          22-42

                                        
	
                                          Register
      Of Members

                                        	 
      	
                                          43-44

                                        
	
                                          Record
      Dates

                                        	 
      	
                                          45

                                        
	
                                          [Intentionally
      Omitted]

                                        	 
      	
                                          46-51

                                        
	
                                          Transmission
      Of Shares

                                        	 
      	
                                          52

                                        
	
                                          [Intentionally
      Omitted]

                                        	 
      	
                                          53-54

                                        
	
                                          Untraceable
      Members

                                        	 
      	
                                          55

                                        
	
                                          General
      Meetings

                                        	 
      	
                                          56-58

                                        
	
                                          Notice
      Of General Meetings

                                        	 
      	
                                          59-60

                                        
	
                                          Proceedings
      At General Meetings

                                        	 
      	
                                          61-65

                                        
	
                                          Voting

                                        	 
      	
                                          66,
      68-69, 71-77

                                        
	
                                          [Intentionally
      Omitted]

                                        	 
      	
                                          67-70

                                        
	
                                          Proxies

                                        	 
      	
                                          78-83

                                        
	
                                          Corporations
      Acting By Representatives

                                        	 
      	
                                          84

                                        
	
                                          No
      Action By Written Resolutions Of Members

                                        	 
      	
                                          85

                                        
	
                                          Board
      Of Directors

                                        	 
      	
                                          86

                                        
	
                                          [Intentionally
      Omitted]

                                        	 
      	
                                          87-88

                                        
	
                                          Disqualification
      Of Directors

                                        	 
      	
                                          89

                                        
	
                                          Executive
      Directors

                                        	 
      	
                                          90-91

                                        
	
                                          [Intentionally
      Omitted]

                                        	 
      	
                                          92-95

                                        
	
                                          Directors’
      Fees and Expenses

                                        	 
      	
                                          96-99

                                        
	
                                          Directors’
      Interests

                                        	 
      	
                                          100

                                        
	
                                          [Intentionally
      Omitted]

                                        	 
      	
                                          101-103

                                        
	
                                          General
      Powers Of The Directors

                                        	 
      	
                                          104-109

                                        
	
                                          Borrowing
      Powers

                                        	 
      	
                                          110-113

                                        
	
                                          Proceedings
      Of The Directors

                                        	 
      	
                                          114-125

                                        
	
                                          [Intentionally
      Omitted]

                                        	 
      	
                                          126

                                        
	
                                          Officers

                                        	 
      	
                                          127-130

                                        
	
                                          Register
      of Directors and Officers

                                        	 
      	
                                          131

                                        
	
                                          Minutes

                                        	 
      	
                                          132

                                        
	
                                          Seal

                                        	 
      	
                                          133

                                        
	
                                          Authentication
      Of Documents

                                        	 
      	
                                          134-135

                                        
	
                                          Dividends
      and Other Payments

                                        	 
      	
                                          136-145

                                        
	
                                          Reserves

                                        	 
      	
                                          146

                                        
	
                                          Capitalization

                                        	 
      	
                                          147-148

                                        
	
                                          Subscription
      Rights Reserve

                                        	 
      	
                                          149

                                        
	
                                          Accounting
      Records

                                        	 
      	
                                          150-154

                                        
	
                                          Audit

                                        	 
      	
                                          155-157,
      159-160

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

                 

                
                  
                    
                    

                  

                  
                    3

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

              

            

          

        

      

      
        	
                [Intentionally
      Omitted]

              	 
      	
                158

              
	
                Notices

              	 
      	
                161-163

              
	
                Signatures

              	 
      	
                164

              
	
                Winding
      Up

              	 
      	
                165-166

              
	
                Indemnity

              	 
      	
                167

              
	
                Amendment
      to Memorandum and Articles of Association

              	 
      	 
      
	
                    and
      Name of Company

              	 
      	
                168

              
	
                Information

              	 
      	
                169

              


      

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      TABLE A

       

      1.            The
regulations in Table A in the Schedule to the Companies Law (Revised) do not
apply to the Company.

       

      INTERPRETATION

       

      2.            2.1
Certain of the terms contained in these Articles that are listed in the first
column of the table below, unless the context otherwise requires, shall bear the
meaning set opposite them respectively in the second column.

       

      
        
          
            
              
                
                  	
                          WORD

                        	 
      	
                          MEANING

                        
	 
      	 
      	 
      
	
                          “Auditor”

                        	 
      	
                          the
      independent auditor of the Company which shall be a firm of independent
      accountants registered with the Public Company Accounting Oversight
      Board.

                        
	 
      	 
      	 
      
	
                          “Articles”

                        	 
      	
                          these
      Articles in their present form or as supplemented or amended or
      substituted from time to time.

                        
	 
      	 
      	 
      
	
                          “AutoChina”

                        	 
      	
                          AutoChina
      Group Inc

                        
	 
      	 
      	 
      
	
                          “AutoChina
      Acquisition”

                        	 
      	
                          the
      Company’s acquisition of all of the outstanding shares of AutoChina from
      the AutoChina Shareholders pursuant to the Share Exchange
      Agreement.

                        
	
                           
      

                        	 
      	 
      
	
                          “AutoChina
      Shareholders”

                        	 
      	
                          Honest
      Best Int’l Ltd (“FounderCo”) and any other registered owner of share
      capital of AutoChina immediately prior to the consummation of the
      AutoChina Acquisition and the transactions contemplated by the Share
      Exchange Agreement.

                        
	 
      	 
      	 
      
	
                          “AutoChina
      Shareholders’

                        	 
      	 
      
	
                          Representative”

                        	 
      	
                          Yan
      Wang or such other individual as designated by FounderCo in writing, who
      has been irrevocably and fully authorized to act on behalf of all of the
      AutoChina Shareholders with respect to such matters as designated
      herein.

                        
	 
      	 
      	 
      
	
                          “Board”
      or “Directors”

                        	 
      	
                          the
      board of directors of the Company or the directors present at a meeting of
      directors of the Company at which a quorum is present.

                        
	 
      	 
      	 
      
	
                          “capital”

                        	 
      	
                          the
      share capital from time to time of the Company.

                        
	 
      	 
      	 
      
	
                          “clear
      days”

                        	 
      	
                          in
      relation to the period of a notice, that period excluding the day when the
      notice is given or deemed to be given and the day for which it is given or
      on which it is to take
effect.

                        


                

              

            

          

        

      

       

      
        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

           

        

      

      
        
          
            
              
                
                  
                    
                      
                        	
                                “clearing
      house”

                              	 
      	
                                a
      clearing house recognized by the laws of the jurisdiction in which the
      shares of the Company (or depositary receipts therefor) are listed or
      quoted on a stock exchange or interdealer quotation system in such
      jurisdiction.

                              
	
                                 
      

                              	 
      	 
      
	
                                “Company”

                              	 
      	
                                [AutoChina
      Group Limited or such other name approved by SCAC].

                              
	 
      	 
      	 
      
	
                                “Company
      Shareholders’

                              	 
      	 
      
	
                                Representative”

                              	 
      	
                                shall
      mean James Sha or such other individual as designated by a majority of the
      existing shareholders of the Company that were also shareholders of the
      Company immediately prior to the AutoChina Acquisition, such designation
      in writing, who has been irrevocably and fully authorized to act on behalf
      of all of the shareholders of the Company with respect to such matters as
      designated herein.

                                 

                              
	
                                “competent
      regulatory   

                              	 
      	 
      
	
                                authority”

                              	 
      	
                                a
      competent regulatory authority in the territory where the shares of the
      Company (or depositary receipts therefor) are listed or quoted on a stock
      exchange or interdealer quotation system in such
  territory.

                              
	 
      	 
      	 
      
	
                                “debenture”

                              	 
      	
                                and
      include debenture stock and debenture stockholder “debenture holder”
      respectively.

                                 

                              
	“Designated
      Stock   	 
      	 
      
	
                                Exchange”

                              	 
      	
                                the
      OTC Bulletin Board or such other exchange or interdealer quotation system
      upon which the Company’s securities are listed or
  quoted.

                              
	 
      	 
      	 
      
	
                                “dollars”
      and “$“

                              	 
      	
                                dollars,
      the legal currency of the United States of America.

                              
	 
      	 
      	 
      
	
                                “head
      office”

                              	 
      	
                                such
      office of the Company as the Directors may from time to time determine to
      be the principal office of the Company.

                              
	 
      	 
      	 
      
	
                                “Law”

                              	 
      	
                                The
      Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the
      Cayman Islands.

                              
	 
      	 
      	 
      
	
                                “Member”

                              	 
      	
                                a
      duly registered holder from time to time of the shares in the capital of
      the Company.

                              
	 
      	 
      	 
      
	
                                “month”

                              	 
      	
                                a
      calendar month.

                              
	 
      	 
      	 
      
	
                                “Notice”

                              	 
      	
                                written
      notice unless otherwise specifically stated and as further defined in
      these
Articles.

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	
                        “Office”

                      	 
      	
                        the
      registered office of the Company for the time being.

                      
	 
      	 
      	 
      
	
                        “ordinary
      resolution”

                      	 
      	
                        a
      resolution shall be an ordinary resolution when it has been passed by a
      simple majority of votes cast by such Members as, being entitled so to do,
      vote in person or, in the case of any Member being a corporation, by its
      duly authorized representative or, where proxies are allowed, by proxy at
      a general meeting of which not less than ten (10) clear days’ Notice has
      been duly given.

                      
	 
      	 
      	 
      
	
                        “paid
      up”

                      	 
      	
                        paid
      up or credited as paid up.

                      
	 
      	 
      	 
      
	
                        “Register”

                      	 
      	
                        the
      principal register and, where applicable, any branch register of Members
      of the Company to be maintained at such place within or outside the Cayman
      Islands as the Board shall determine from time to time.

                      
	 
      	 
      	 
      
	
                        “Registration
      Office”

                      	 
      	
                        in
      respect of any class of share capital such place as the Board may from
      time to time determine to keep a branch register of Members in respect of
      that class of share capital and where (except in cases where the Board
      otherwise directs) the transfers or other documents of title for such
      class of share capital are to be lodged for registration and are to be
      registered.

                      
	 
      	 
      	 
      
	
                        “Seal”

                      	 
      	
                        common
      seal or any one or more duplicate seals of the Company (including a
      securities seal) for use in the Cayman Islands or in any place outside the
      Cayman Islands.

                      
	 
      	 
      	 
      
	
                        “Secretary”

                      	 
      	
                        any
      person, firm or corporation appointed by the Board to perform any of the
      duties of secretary of the Company and includes any assistant, deputy,
      temporary or acting secretary.

                      
	 
      	 
      	 
      
	
                        “Share
      Exchange Agreement”

                      	 
      	
                        a
      Share Exchange Agreement dated [_______], 2009, made by and among Li
      Yonghui, Yan Wang, FounderCo, AutoChina, Fancy Think Limited, the entities
      listed on Schedule A6 thereto, and the Company, with respect to the
      Company’s acquisition of 1,000 shares of a nominal or par value of
      US$0.001 each in the capital of AutoChina from
  FounderCo.

                      


              

            

          

        

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	
                        “special
      resolution”

                      	 
      	
                        a
      resolution shall be a special resolution when it has been passed by not
      less than two-thirds (2/3) of votes cast by such Members as, being
      entitled so to do, vote in person or, in the case of such Members as are
      corporations, by their respective duly authorized representative or, where
      proxies are allowed, by proxy at a general meeting of which not less than
      ten (10) clear days’ Notice, specifying (without prejudice to the power
      contained in these Articles to amend the same) the intention to propose
      the resolution as a special resolution, has been duly given. Provided
      that, except in the case of an annual general meeting, if it is so agreed
      by a majority in number of the Members having the right to attend and vote
      at any such meeting, being a majority together holding not less than
      ninety-five (95) percent in nominal value of the shares giving that right
      and in the case of an annual general meeting, if it is so agreed by all
      Members entitled to attend and vote thereat, a resolution may be proposed
      and passed as a special resolution at a meeting of which less than ten
      (10) clear days’ Notice has been given; a special resolution shall be
      effective for any purpose for which an ordinary resolution is expressed to
      be required under any provision of these Articles or the
      Statutes.

                      
	 
      	 
      	 
      
	
                        “Statutes”

                      	 
      	
                        the
      Law and every other law of the Legislature of the Cayman Islands for the
      time being in force applying to or affecting the Company, its Memorandum
      of Association and/or these Articles.

                      
	 
      	 
      	 
      
	
                        “year"

                      	 
      	
                         a
      calendar
year.

                      


              

            

          

        

      

       

      2.2           In
these Articles, unless there be something within the subject or context
inconsistent with such construction:

       

      (a)          words
importing the singular include the plural and vice versa;

       

      (b)          words
importing a gender include both genders and the neuter;

       

      (c)          words
importing persons include companies, associations and bodies of persons whether
corporate or not;

       

      (d)          the
words:

       

      (i)           “may”
shall be construed as permissive;

       

      (ii)          “shall”
or “will” shall be construed as imperative;

       

      (e)           expressions
referring to writing shall, unless the contrary intention appears, be construed
as including printing, lithography, photography and other modes of representing
words or figures in a visible form, and including where the representation takes
the form of electronic display, provided that both the mode of service of the
relevant document or notice and the Member’s election comply with all applicable
Statutes, rules and regulations;

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (f)           references
to any law, ordinance, statute or statutory provision shall be interpreted as
relating to any statutory modification or re-enactment thereof for the time
being in force;

       

      (g)          save
as aforesaid words and expressions defined in the Statutes shall bear the same
meanings in these Articles if not inconsistent with the subject in the
context;

       

      (h)          references
to a document being executed include references to it being executed under hand
or under seal or by electronic signature or by any other method and references
to a notice or document include a notice or document recorded or stored in any
digital, electronic, electrical, magnetic or other retrievable form or medium
and information in visible form whether having physical substance or
not.

       

      SHARE
CAPITAL

       

      3.           3.1           The
share capital of the Company at the date on which these Articles come into
effect shall be divided into shares of a par value of $0.001 each.

       

      3.2           Subject
to the Law, the Company’s Memorandum and Articles of Association and, where
applicable, the rules of the Designated Stock Exchange and/or any competent
regulatory authority, the Company shall have the power to purchase or otherwise
acquire its own shares and such power shall be exercisable by the Board in such
manner, upon such terms and subject to such conditions as it in its absolute
discretion thinks fit and any determination by the Board of the manner of
purchase shall be deemed authorised by these Articles for purposes of the
Law.

       

      3.3           No
share shall be issued to bearer.

       

      ALTERATION OF
CAPITAL

       

      4.           The
Company may from time to time by ordinary resolution in accordance with the Law
alter the conditions of its Memorandum of Association to:

       

      (a)           increase
its capital by such sum, to be divided into shares of such amounts, as the
resolution shall prescribe;

       

      (b)           consolidate
and divide all or any of its capital into shares of larger amount than its
existing shares;

       

      (c)           without
prejudice to the powers of the Board under Article 12, divide its shares into
several classes and without prejudice to any special rights previously conferred
on the holders of existing shares attach thereto respectively any preferential,
deferred, qualified or special rights, privileges, conditions or such
restrictions which in the absence of any such determination by the Company in
general meeting, as the Directors may determine provided always that, for the
avoidance of doubt, where a class of shares has been authorized by the Company
no resolution of the Company in general meeting is required for the issuance of
shares of that class and the Directors may issue shares of that class and
determine such rights, privileges, conditions or restrictions attaching thereto
as aforesaid, and further provided that where the Company issues shares which do
not carry voting rights, the words “non-voting” shall appear in the designation
of such shares and where the equity capital includes shares with different
voting rights, the designation of each class of shares, other than those with
the most favorable voting rights, must include the words “restricted voting” or
“limited voting”;

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (d)           sub-divide
its shares, or any of them, into shares of smaller amount than is fixed by the
Memorandum of Association (subject, nevertheless, to the Law), and may by such
resolution determine that, as between the holders of the shares resulting from
such sub-division, one or more of the shares may have any such preferred,
deferred or other rights or be subject to any such restrictions as compared with
the other or others as the Company has power to attach to unissued or new
shares;

       

      (e)           cancel
any shares which, at the date of the passing of the resolution, have not been
taken, or agreed to be taken, by any person, and diminish the amount of its
capital by the amount of the shares so cancelled or, in the case of shares,
without par value, diminish the number of shares into which its capital is
divided.

       

      5.           The
Board may settle as it considers expedient any difficulty which arises in
relation to any consolidation and division under the last preceding Article and
in particular but without prejudice to the generality of the foregoing may issue
certificates in respect of fractions of shares or arrange for the sale of the
shares representing fractions and the distribution of the net proceeds of sale
(after deduction of the expenses of such sale) in due proportion amongst the
Members who would have been entitled to the fractions, and for this purpose the
Board may authorize some person to transfer the shares representing fractions to
their purchaser or resolve that such net proceeds be paid to the Company for the
Company’s benefit. Such purchaser will not be bound to see to the application of
the purchase money nor will his title to the shares be affected by any
irregularity or invalidity in the proceedings relating to the sale.

       

      6.           The
Company may from time to time by special resolution, subject to any confirmation
or consent required by the Law, reduce its share capital or any capital
redemption reserve or other undistributable reserve in any manner permitted by
law.

       

      7.           Except
so far as otherwise provided by the conditions of issue, or by these Articles,
any capital raised by the creation of new shares shall be treated as if it
formed part of the original capital of the Company, and such shares shall be
subject to the provisions contained in these Articles with reference to the
payment of calls and installments, transfer and transmission, forfeiture, lien,
cancellation, surrender, voting and otherwise.

       

      SHARE
RIGHTS

       

      8.           Subject
to the provisions of the Law, the rules of the Designated Stock Exchange and the
Memorandum and Articles of Association and to any special rights conferred on
the holders of any shares or class of shares, and without prejudice to Article
12 hereof, any share in the Company (whether forming part of the present capital
or not) may be issued with or have attached thereto such rights or restrictions
whether in regard to dividend, voting, return of capital or otherwise as the
Board may determine, including without limitation on terms that they may be, or
at the option of the Company or the holder are, liable to be redeemed on such
terms and in such manner, including out of capital, as the Board may deem
fit.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      9.           Subject
to the Law, any preferred shares may be issued or converted into shares that, at
a determinable date or at the option of the Company or the holder if so
authorized by its Memorandum of Association, are liable to be redeemed on such
terms and in such manner as the Company before the issue or conversion may by
ordinary resolution of the Members determine. Where the Company purchases for
redemption a redeemable share, purchases not made through the market or by
tender shall be limited to a maximum price as may from time to time be
determined by the Board, either generally or with regard to specific purchases.
If purchases are by tender, tenders shall comply with applicable
laws.

       

      VARIATION OF
RIGHTS

       

      10.           Subject
to the Law and without prejudice to Article 8, all or any of the special rights
for the time being attached to the shares or any class of shares may, unless
otherwise provided by the terms of issue of the shares of that class, from time
to time (whether or not the Company is being wound up) be varied, modified or
abrogated with the sanction of a special resolution passed at a separate general
meeting of the holders of the shares of that class. To every such separate
general meeting all the provisions of these Articles relating to general
meetings of the Company shall, mutatis mutandis, apply, but so
that:

       

      (a)           the
necessary quorum (whether at a separate general meeting or at its adjourned
meeting) shall be a person or persons (or in the case of a Member being a
corporation, its duly authorized representative) together holding or
representing by proxy not less than one-third in nominal value of the issued
shares of that class;

       

      (b)           every
holder of shares of the class shall be entitled on a poll to one vote for every
such share held by him; and

       

      (c)           any
holder of shares of the class present in person or by proxy or authorized
representative may demand a poll.

       

      11.           The
special rights conferred upon the holders of any shares or class of shares shall
not, unless otherwise expressly provided in the rights attaching to or the terms
of issue of such shares, be deemed to be varied, modified or abrogated by the
creation or issue of further shares ranking pari passu therewith.

       

      SHARES

       

      12.           12.1         Subject
to the Law, these Articles (including without limitation the provisions of
Article 105) and, where applicable, the rules of the Designated Stock Exchange
and without prejudice to any special rights or restrictions for the time being
attached to any shares or any class of shares, the unissued shares of the
Company (whether forming part of the original or any increased capital) shall be
at the disposal of the Board, which may offer, allot, grant options over or
otherwise dispose of them to such persons, at such times and for such
consideration and upon such terms and conditions as the Board may in its
absolute discretion determine but so that no shares shall be issued at a
discount. In particular and without prejudice to the generality of the
foregoing, the Board is hereby empowered to authorize by resolution or
resolutions from time to time the issuance of one or more classes or series of
preferred shares and to fix the designations, powers, preferences and relative,
participating, optional and other rights, if any, and the qualifications,
limitations and restrictions thereof, if any, including, without limitation, the
number of shares constituting each such class or series, dividend rights,
conversion rights, redemption privileges, voting powers, full or limited or no
voting powers, and liquidation preferences, and to increase or decrease the size
of any such class or series (but not below the number of shares of any class or
series of preferred shares then outstanding) to the extent permitted by Law.
Without limiting the generality of the foregoing, the resolution or resolutions
providing for the establishment of any class or series of preferred shares may,
to the extent permitted by law, provide that such class or series shall be
superior to, rank equally with or be junior to the preferred shares of any other
class or series.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       12.2        Neither
the Company nor the Board shall be obliged, when making or granting any
allotment of, offer of, option over or disposal of shares, to make, or make
available, any such allotment, offer, option or shares to Members or others with
registered addresses in any particular territory or territories being a
territory or territories where, in the absence of a registration statement or
other special formalities, this would or might, in the opinion of the Board, be
unlawful or impracticable. Members affected as a result of the foregoing
sentence shall not be, or be deemed to be, a separate class of members for any
purpose whatsoever. Except as otherwise expressly provided in the resolution or
resolutions providing for the establishment of any class or series of preferred
shares, no vote of the holders of preferred shares of or ordinary shares shall
be a prerequisite to the issuance of any shares of any class or series of the
preferred shares authorized by and complying with the conditions of the
Memorandum and Articles of Association.

       

       12.3        Subject
to the provisions of Article 105, the Board may issue options, warrants or
convertible securities or securities of similar nature conferring the right upon
the holders thereof to subscribe for, purchase or receive any class of shares or
securities in the capital of the Company on such terms as it may from time to
time determine.

       

      13.           The
Company may in connection with the issue of any shares exercise all powers of
paying commission and brokerage conferred or permitted by the Law. Subject to
the Law, the commission may be satisfied by the payment of cash or by the
allotment of fully or partly paid shares or partly in one and partly in the
other.

       

      14.           Except
as required by law, no person shall be recognized by the Company as holding any
share upon any trust and the Company shall not be bound by or required in any
way to recognize (even when having notice thereof) any equitable, contingent,
future or partial interest in any share or any fractional part of a share or
(except only as otherwise provided by these Articles or by law) any other rights
in respect of any share except an absolute right to the entirety thereof in the
registered holder.

       

      15.           Subject
to the Law and these Articles, the Board may at any time after the allotment of
shares but before any person has been entered in the Register as the holder,
recognize a renunciation thereof by the allottee in favor of some other person
and may accord to any allottee of a share a right to effect such renunciation
upon and subject to such terms and conditions as the Board considers fit to
impose.

       

      SHARE
CERTIFICATES

       

      16.           Every
share certificate shall be issued under the Seal or a facsimile thereof and
shall specify the number and class and distinguishing numbers (if any) of the
shares to which it relates, and the amount paid up thereon and may otherwise be
in such form as the Directors may from time to time determine. No certificate
shall be issued representing shares of more than one class. The Board may by
resolution determine, either generally or in any particular case or cases, that
any signatures on any such certificates (or certificates in respect of other
securities) need not be autographic but may be affixed to such certificates by
some mechanical means or may be printed thereon.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      17.           17.1         In
the case of a share held jointly by several persons, the Company shall not be
bound to issue more than one certificate therefor and delivery of a certificate
to one of several joint holders shall be sufficient delivery to all such
holders.

       

       17.2       Where
a share stands in the names of two or more persons, the person first named in
the Register shall as regards service of notices and, subject to the provisions
of these Articles, all or any other matters connected with the Company, except
the transfer of the shares, be deemed the sole holder thereof.

       

      18.           Every
person whose name is entered, upon an allotment of shares, as a Member in the
Register shall be entitled, without payment, to receive one certificate for all
such shares of any one class or several certificates each for one or more of
such shares of such class upon payment for every certificate after the first of
such reasonable out-of-pocket expenses as the Board from time to time
determines.

       

      19.           Share
certificates shall be issued within the relevant time limit as prescribed by the
Law or as the Designated Stock Exchange may from time to time determine,
whichever is the shorter, after allotment or, except in the case of a transfer
which the Company is for the time being entitled to refuse to register and does
not register, after lodgment of a transfer with the Company.

       

      20.           20.1         Upon
every transfer of shares the certificate held by the transferor, if any, shall
be given up to be cancelled, and shall forthwith be cancelled accordingly, and a
new certificate shall be issued to the transferee in respect of the shares
transferred to him at such fee as is provided in paragraph (2) of this Article.
If any of the shares included in the certificate so given up shall be retained
by the transferor a new certificate for the balance shall be issued to him at
the aforesaid fee payable by the transferor to the Company in respect
thereof.

       

       20.2       The
fee referred to in paragraph (1) above shall be an amount not exceeding the
relevant maximum amount as the Designated Stock Exchange may from time to time
determine provided that the Board may at any time determine a lower amount for
such fee.

       

      21.           If
a share certificate shall be damaged or defaced or alleged to have been lost,
stolen or destroyed a new certificate representing the same shares may be issued
to the relevant Member upon request and on payment of such fee as the Company
may determine and, subject to compliance with such terms (if any) as to evidence
and indemnity and to payment of the costs and reasonable out-of-pocket expenses
of the Company in investigating such evidence and preparing such indemnity as
the Board may think fit and, in case of damage or defacement, on delivery of the
old certificate to the Company provided always that where share warrants have
been issued, no new share warrant shall be issued to replace one that has been
lost unless the Board has determined that the original has been
destroyed.

       

      22.           [Intentionally
Omitted]

       

      23.           [Intentionally
Omitted]

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      24.           [Intentionally
Omitted]

       

      25.           [Intentionally
Omitted]

       

      26.           [Intentionally
Omitted]

       

      27.           [Intentionally
Omitted]

       

      28.           [Intentionally
Omitted]

       

      29.           [Intentionally
Omitted]

       

      30.           [Intentionally
Omitted]

       

      31.           [Intentionally
Omitted]

       

      32.           [Intentionally
Omitted]

       

      33.           [Intentionally
Omitted]

       

      34.           [Intentionally
Omitted]

       

      35.           [Intentionally
Omitted]

       

      36.           [Intentionally
Omitted]

       

      37.           [Intentionally
Omitted]

       

      38.           [Intentionally
Omitted]

       

      39.           [Intentionally
Omitted]

       

      40.           [Intentionally
Omitted]

       

      41.           [Intentionally
Omitted]

       

      42.           [Intentionally
Omitted]

       

      REGISTER OF
MEMBERS

       

      43.           43.1         The
Company shall keep in one or more books a Register of its Members and shall
enter therein the following particulars, that is to say:

       

       (a)          the
name and address of each Member, the number and class of shares held by him and
the amount paid or agreed to be considered as paid on such shares;

       

       (b)          the
date on which each person was entered in the Register; and

       

       (c)          the
date on which any person ceased to be a Member.

       

       43.2  
     The Company may keep an overseas or local or other
branch register of Members resident in any place, and the Board may make and
vary such regulations as it determines in respect of the keeping of any such
register and maintaining a Registration Office in connection
therewith.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      44.           The
Register and branch register of Members, as the case may be, shall be open to
inspection for such times and on such days as the Board shall determine by
Members without charge, at the Office or such other place as determined by the
Board. The Register including any overseas or local or other branch register of
Members may, after notice has been given by advertisement in an appointed
newspaper or any other newspapers in accordance with the requirements of the
Designated Stock Exchange or by any electronic means in such manner as may be
accepted by the Designated Stock Exchange to that effect, be closed at such
times or for such periods not exceeding in the whole thirty (30) days in each
year as the Board may determine and either generally or in respect of any class
of shares.

       

      RECORD
DATES

       

      45.           For
the purpose of determining the Members entitled to notice of or to vote at any
general meeting, or any adjournment thereof, or entitled to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of shares
or for the purpose of any other lawful action, the Board may fix, in advance, a
date as the record date for any such determination of Members, which date shall
not be more than sixty (60) days nor less than ten (10) days before the date of
such meeting, nor more than sixty (60) days prior to any other such
action.

       

       If
the Board does not fix a record date for any general meeting, the record date
for determining the Members entitled to a notice of or to vote at such meeting
shall be at the close of business on the day next preceding the day on which
notice is given, or, if in accordance with these Articles notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held. If corporate action without a general meeting is to be taken, the record
date for determining the Members entitled to express consent to such corporate
action in writing, when no prior action by the Board is necessary, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Company by delivery to its head office.
The record date for determining the Members for any other purpose shall be at
the close of business on the day on which the Board adopts the resolution
relating thereto.

       

       A
determination of the Members of record entitled to notice of or to vote at a
meeting of the Members shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned
meeting.

       

      46.          [Intentionally
Omitted]

       

      47.          [Intentionally
Omitted]

       

      48.          [Intentionally
Omitted]

       

      49.          [Intentionally
Omitted]

       

      50.          [Intentionally
Omitted]

       

      51.          [Intentionally
Omitted]

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      TRANSMISSION OF
SHARES

       

      52.           If
a Member dies, the survivor or survivors where the deceased was a joint holder,
and his legal personal representatives where he was a sole or only surviving
holder, will be the only persons recognized by the Company as having any title
to his interest in the shares; but nothing in this Article will release the
estate of a deceased Member (whether sole or joint) from any liability in
respect of any share which had been solely or jointly held by him.

       

      53.           [Intentionally
Omitted]

       

      54.           [Intentionally
Omitted]

       

      UNTRACEABLE
MEMBERS

       

      55.           55.1        Without
prejudice to the rights of the Company under paragraph (2) of this Article, the
Company may cease sending checks for dividend entitlements or dividend warrants
by post if such checks or warrants have been left uncashed on two consecutive
occasions. However, the Company may exercise the power to cease sending checks
for dividend entitlements or dividend warrants after the first occasion on which
such a check or warrant is returned undelivered.

       

       55.2        The
Company shall have the power to sell, in such manner as the Board thinks fit,
any shares of a Member who is untraceable, but no such sale shall be made
unless:

       

       (a)          all
checks or warrants in respect of dividends of the shares in question, being not
less than three in total number, for any sum payable in cash to the holder of
such shares in respect of them sent during the relevant period in the manner
authorized by the Articles of the Company have remained uncashed;

       

       (b)          so
far as it is aware at the end of the relevant period, the Company has not at any
time during the relevant period received any indication of the existence of the
Member who is the holder of such shares or of a person entitled to such shares
by death, bankruptcy or operation of law; and

       

       (c)          the
Company, if so required by the rules governing the listing of shares on the
Designated Stock Exchange, has given notice to, and caused advertisement in
newspapers to be made in accordance with the requirements of, the Designated
Stock Exchange of its intention to sell such shares in the manner required by
the Designated Stock Exchange, and a period of three months or such shorter
period as may be allowed by the Designated Stock Exchange has elapsed since the
date of such advertisement.

       

      For the
purpose of the foregoing, the “relevant period” means the period commencing
twelve (12) years before the date of publication of the advertisement referred
to in paragraph (c) of this Article and ending at the expiry of the period
referred to in that paragraph.

       

       55.3        To
give effect to any such sale the Board may authorize some person to transfer the
said shares and an instrument of transfer signed or otherwise executed by or on
behalf of such person shall be as effective as if it had been executed by the
registered holder or the person entitled by transmission to such shares, and the
purchaser shall not be bound to see to the application of the purchase money nor
shall his title to the shares be affected by any irregularity or invalidity in
the proceedings relating to the sale. The net proceeds of the sale will belong
to the Company and upon receipt by the Company of such net proceeds it shall
become indebted to the former Member for an amount equal to such net proceeds.
No trust shall be created in respect of such debt and no interest shall be
payable in respect of it and the Company shall not be required to account for
any money earned from the net proceeds which may be employed in the business of
the Company or as it thinks fit. Any sale under this Article shall be valid and
effective notwithstanding that the Member holding the shares sold is dead,
bankrupt or otherwise under any legal disability or incapacity.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      GENERAL
MEETINGS

       

      56.           An
annual general meeting of the Company shall be held in each year other than the
year of the Company’s incorporation at such time and place as may be determined
by the Board.

       

      57.           Each
general meeting, other than an annual general meeting, shall be called an
extraordinary general meeting. General meetings may be held at such times and in
any location in the world as may be determined by the Board.

       

      58.           Only
a majority of the Board or the Chairman of the Board may call extraordinary
general meetings, which extraordinary general meetings shall be held at such
times and locations (as permitted hereby) as such person or persons shall
determine.

       

      NOTICE OF GENERAL
MEETINGS

       

      59.           59.1         An
annual general meeting and any extraordinary general meeting may be called by
not less than ten (10) clear days’ Notice but a general meeting may be called by
shorter notice, subject to the Law, if it is so agreed:

       

      (a)           in
the case of a meeting called as an annual general meeting, by all the Members
entitled to attend and vote thereat; and

       

      (b)           in
the case of any other meeting, by a majority in number of the Members having the
right to attend and vote at the meeting, being a majority together holding not
less than ninety-five percent (95%) in nominal value of the issued shares giving
that right.

       

       59.2        The
notice shall specify the time and place of the meeting and, in case of special
business, the general nature of the business. The notice convening an annual
general meeting shall specify the meeting as such. Notice of every general
meeting shall be given to all Members other than to such Members as, under the
provisions of these Articles or the terms of issue of the shares they hold, are
not entitled to receive such notices from the Company, to all persons entitled
to a share in consequence of the death or bankruptcy or winding-up of a Member
and to each of the Directors and the Auditors.

       

      60.           The
accidental omission to give Notice of a meeting or (in cases where instruments
of proxy are sent out with the Notice) to send such instrument of proxy to, or
the non-receipt of such Notice or such instrument of proxy by, any person
entitled to receive such Notice shall not invalidate any resolution passed or
the proceedings at that meeting.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      PROCEEDINGS AT GENERAL
MEETINGS

       

      61.           61.1   
     All business shall be deemed special that is
transacted at an extraordinary general meeting, and also all business that is
transacted at an annual general meeting, with the exception of:

       

      (a)           the
declaration and sanctioning of dividends;

       

      (b)           consideration
and adoption of the accounts and balance sheet and the reports of the Directors
and Auditors and other documents required to be annexed to the balance
sheet;

       

      (c)           the
election of Directors;

       

      (d)           appointment
of Auditors (where special notice of the intention for such appointment is not
required by the Law) and other officers;

       

      (e)           the
fixing of the remuneration of the Auditors, and the voting of remuneration or
extra remuneration to the Directors;

       

      (f) 
          the granting of any
mandate or authority to the Directors to offer, allot, grant options over or
otherwise dispose of the unissued shares in the capital of the Company
representing not more than 20 percent (20%) in nominal value of its existing
issued share capital; and

       

      (g)           the
granting of any mandate or authority to the Directors to repurchase securities
of the Company.

       

       61.2        No
business other than the appointment of a chairman of a meeting shall be
transacted at any general meeting unless a quorum is present at the commencement
of the business. At any general meeting of the Company, Members entitled to vote
and present in person or by proxy or (in the case of a Member being a
corporation) by its duly authorized representative representing not less than
one-third in nominal value of the total issued voting shares in the Company
throughout the meeting shall form a quorum for all purposes.

       

      62.           If
within thirty (30) minutes (or such longer time not exceeding one hour as the
chairman of the meeting may determine to wait) after the time appointed for the
meeting a quorum is not present, the meeting shall stand adjourned to the same
day in the next week at the same time and place or to such time and place as the
Board may determine. If at such adjourned meeting a quorum is not present within
half an hour from the time appointed for holding the meeting, the meeting shall
be dissolved.

       

      63.           The
chairman of the Company shall preside as chairman at every general meeting. If
at any meeting the chairman is not present within fifteen (15) minutes after the
time appointed for holding the meeting, or is not willing to act as chairman,
the Directors present shall choose one of their number to act, or if one
Director only is present he shall preside as chairman if willing to act. If no
Director is present, or if each of the Directors present declines to take the
chair, or if the chairman chosen shall retire from the chair, the Members
present in person or by proxy and entitled to vote shall elect one of their
number to be chairman.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      64.           The
chairman may adjourn the meeting from time to time and from place to place, but
no business shall be transacted at any adjourned meeting other than the business
which might lawfully have been transacted at the meeting had the adjournment not
taken place. When a meeting is adjourned for fourteen (14) days or more, at
least seven (7) clear days’ notice of the adjourned meeting shall be given
specifying the time and place of the adjourned meeting but it shall not be
necessary to specify in such notice the nature of the business to be transacted
at the adjourned meeting and the general nature of the business to be
transacted. Save as aforesaid, it shall be unnecessary to give notice of an
adjournment.

       

      65.           If
an amendment is proposed to any resolution under consideration but is in good
faith ruled out of order by the chairman of the meeting, the proceedings on the
substantive resolution shall not be invalidated by any error in such ruling. In
the case of a resolution duly proposed as a special resolution, no amendment
thereto (other than a mere clerical amendment to correct a patent error) may in
any event be considered or voted upon.

       

      VOTING

       

      66.           Subject
to any special rights or restrictions as to voting for the time being attached
to any shares by or in accordance with these Articles, at any general meeting on
a show of hands every Member present in person (or being a corporation, is
present by a duly authorized representative), or by proxy shall have one vote
and on a poll every Member present in person or by proxy or, in the case of a
Member being a corporation, by its duly authorized representative shall have one
vote for every fully paid share of which he is the holder but so that no amount
paid up or credited as paid up on a share in advance of calls or installments is
treated for the foregoing purposes as paid up on the share. A resolution put to
the vote of a meeting shall be decided by a poll.

       

      67.           [Intentionally
Omitted]

       

      68.           If
a poll is duly demanded the result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded. The Company shall only
be required to disclose the voting figures on a poll if such disclosure is
required by the rules of the Designated Stock Exchange.

       

      69.           A
poll demanded on the election of a chairman, or on a question of adjournment,
shall be taken forthwith. A poll demanded on any other question shall be taken
in such manner (including the use of ballot or voting papers or tickets) and
either forthwith or at such time (being not later than thirty (30) days after
the date of the demand) and place as the chairman directs. It shall not be
necessary (unless the chairman otherwise directs) for notice to be given of a
poll not taken immediately.

       

      70.          
[Intentionally Omitted]

       

      71.           Votes
may be given either personally or by proxy.

       

      72.           A
person entitled to more than one vote need not use all his votes or cast all the
votes he uses in the same way.

       

      73.           All
questions submitted to a meeting shall be decided by a simple majority of votes
except where a greater majority is required by these Articles or by the Law. In
the case of an equality of votes, the chairman of such meeting shall not be
entitled to a second or casting vote and the resolution shall fail.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      74.           Where
there are joint holders of any share any one of such joint holder may vote,
either in person or by proxy, in respect of such share as if he were solely
entitled thereto, but if more than one of such joint holders be present at any
meeting the vote of the senior who tenders a vote, whether in person or by
proxy, shall be accepted to the exclusion of the votes of the other joint
holders, and for this purpose seniority shall be determined by the order in
which the names stand in the Register in respect of the joint holding. Several
executors or administrators of a deceased Member in whose name any share stands
shall for the purposes of this Article be deemed joint holders
thereof.

       

      75.           75.1         A
Member who is a patient for any purpose relating to mental health or in respect
of whom an order has been made by any court having jurisdiction for the
protection or management of the affairs of persons incapable of managing their
own affairs may vote, by his receiver, committee, curator horns or other person
in the nature of a receiver, committee or curator bonis appointed by such court,
and such receiver, committee, curator bonis or other person may vote on a poll
by proxy, and may otherwise act and be treated as if he were the registered
holder of such shares for the purposes of general meetings, provided that such
evidence as the Board may require of the authority of the person claiming to
vote shall have been deposited at the Office, head office or Registration
Office, as appropriate, not less than forty-eight (48) hours before the time
appointed for holding the meeting, or adjourned meeting or poll, as the case may
be.

       

       75.2        Any
person entitled under Article 53 to be registered as the holder of any shares
may vote at any general meeting in respect thereof in the same manner as if he
were the registered holder of such shares, provided that forty-eight (48) hours
at least before the time of the holding of the meeting or adjourned meeting, as
the case may be, at which he proposes to vote, he shall satisfy the Board of his
entitlement to such shares, or the Board shall have previously admitted his
right to vote at such meeting in respect thereof.

       

      76.           No
Member shall, unless the Board otherwise determines, be entitled to attend and
vote and to be reckoned in a quorum at any general meeting unless he is duly
registered.

       

      77.           If:

       

      (a)           any
objection shall be raised to the qualification of any voter; or

       

      (b)           any
votes have been counted which ought not to have been counted or

       

      which
might have been rejected; or

       

      (c)           any
votes are not counted which ought to have been counted;

       

      the
objection or error shall not vitiate the decision of the meeting or adjourned
meeting on any resolution unless the same is raised or pointed out at the
meeting or, as the case may be, the adjourned meeting at which the vote objected
to is given or tendered or at which the error occurs. Any objection or error
shall be referred to the chairman of the meeting and shall only vitiate the
decision of the meeting on any resolution if the chairman decides that the same
may have affected the decision of the meeting. The decision of the chairman on
such matters shall be final and conclusive.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      PROXIES

       

      78.           Any
Member entitled to attend and vote at a meeting of the Company shall be entitled
to appoint another person as his proxy to attend and vote instead of him. A
Member who is the holder of two or more shares may appoint more than one proxy
to represent him and vote on his behalf at a general meeting of the Company or
at a class meeting. A proxy need not be a Member. In addition, a proxy or
proxies representing either a Member who is an individual or a Member which is a
corporation shall be entitled to exercise the same powers on behalf of the
Member which he or they represent as such Member could exercise.

       

      79.           The
instrument appointing a proxy shall be in writing under the hand of the
appointor or of his attorney duly authorized in writing or, if the appointor is
a corporation, either under its seal or under the hand of an officer, attorney
or other person authorized to sign the same. In the case of an instrument of
proxy purporting to be signed on behalf of a corporation by an officer thereof
it shall be assumed, unless the contrary appears, that such officer was duly
authorized to sign such instrument of proxy on behalf of the corporation without
further evidence of the facts.

       

      80.           The
instrument appointing a proxy and (if required by the Board) the power of
attorney or other authority (if any) under which it is signed, or a certified
copy of such power or authority, shall be delivered to such place or one of such
places (if any) as may be specified for that purpose in or by way of note to or
in any document accompanying the notice convening the meeting (or, if no place
is so specified at the Registration Office or the Office, as may be appropriate)
not less than forty-eight (48) hours before the time appointed for holding the
meeting or adjourned meeting at which the person named in the instrument
proposes to vote or, in the case of a poll taken subsequently to the date of a
meeting or adjourned meeting, not less than twenty-four (24) hours before the
time appointed for the taking of the poll and in default the instrument of proxy
shall not be treated as valid. No instrument appointing a proxy shall be valid
after the expiration of twelve (12) months from the date named in it as the date
of its execution, except at an adjourned meeting or on a poll demanded at a
meeting or an adjourned meeting in cases where the meeting was originally held
within twelve (12) months from such date. Delivery of an instrument appointing a
proxy shall not preclude a Member from attending and voting in person at the
meeting convened and in such event, the instrument appointing a proxy shall be
deemed to be revoked.

       

      81.           Instruments
of proxy shall be in any common form or in such other form as the Board may
approve (provided that this shall not preclude the use of the two-way form) and
the Board may, if it thinks fit, send out with the notice of any meeting forms
of instrument of proxy for use at the meeting. The instrument of proxy shall be
deemed to confer authority to demand or join in demanding a poll and to vote on
any amendment of a resolution put to the meeting for which it is given as the
proxy thinks fit. The instrument of proxy shall, unless the contrary is stated
therein, be valid as well for any adjournment of the meeting as for the meeting
to which it relates.

       

      82.           A
vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal, or revocation
of the instrument of proxy or of the authority under which it was executed,
provided that no intimation in writing of such death, insanity or revocation
shall have been received by the Company at the Office or the Registration Office
(or such other place as may be specified for the delivery of instruments of
proxy in the notice convening the meeting or other document sent therewith) two
hours at least before the commencement of the meeting or adjourned meeting, or
the taking of the poll, at which the instrument of proxy is used.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      83.           Anything
which under these Articles a Member may do by proxy he may likewise do by his
duly appointed attorney and the provisions of these Articles relating to proxies
and instruments appointing proxies shall apply mutatis mutandis in relation to
any such attorney and the instrument under which such attorney is
appointed.

       

      CORPORATIONS ACTING BY
REPRESENTATIVES

       

      84.           84.1         Any
corporation which is a Member may by resolution of its directors or other
governing body authorize such person as it thinks fit to act as its
representative at any meeting of the Company or at any meeting of any class of
Members. The person so authorized shall be entitled to exercise the same powers
on behalf of such corporation as the corporation could exercise if it were an
individual Member and such corporation shall for the purposes of these Articles
be deemed to be present in person at any such meeting if a person so authorized
is present thereat.

       

       84.2        If
a clearing house (or its nominee(s)), being a corporation, is a Member, it may
authorize such persons as it thinks fit to act as its representatives at any
meeting of the Company or at any meeting of any class of Members provided that
the authorization shall specify the number and class of shares in respect of
which each such representative is so authorized. Each person so authorized under
the provisions of this Article shall be deemed to have been duly authorized
without further evidence of the facts and be entitled to exercise the same
rights and powers on behalf of the clearing house (or its nominee(s)) as if such
person was the registered holder of the shares of the Company held by the
clearing house (or its nominee(s)) including the right to vote individually on a
show of hands.

       

       84.3        Any
reference in these Articles to a duly authorized representative of a Member
being a corporation shall mean a representative authorized under the provisions
of this Article.

       

      ACTION BY WRITTEN
RESOLUTIONS OF MEMBERS

       

      85.           A
resolution in writing signed (in such manner as to indicate, expressly or
impliedly, unconditional approval) by or on behalf of all persons for the time
being entitled to receive notice of and to attend and vote at general meetings
of the Company shall, for the purposes of these Articles, be treated as a
resolution duly passed at a general meeting of the Company and, where relevant,
as a special resolution so passed. Any such resolution shall be deemed to have
been passed at a meeting held on the date on which it was signed by the last
Member to sign, and where the resolution states a date as being the date of his
signature thereof by any Member the statement shall be prima facie evidence that
it was signed by him on that date.  Such a resolution may consist of
several documents in the like form, each signed by one or more relevant
Members.

       

      BOARD OF
DIRECTORS

       

      86.           86.1         At
all times prior to December 31, 2010 (the “Concerned Period”), unless otherwise
determined by the Company in general meeting, the number of Directors shall not
be less than two (2) and not more than seven (7). Following the Concerned
Period, the number of Directors shall be such number as determined from time to
time by the Members in general meeting. The Directors shall be elected or
appointed in the first place by the subscribers to the Memorandum of Association
or by a majority of them and shall hold office until their successors are
elected or appointed.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

       86.2        Subject
to the Articles and the Law, during the Concerned Period, the Directors shall
consist of two (2) persons nominated by the AutoChina Shareholders’
Representative, two (2) persons nominated by the Company Shareholders’
Representative and three (3) persons as independent non-executive director (the
“Independent Non-Executive Directors”), provided that the Independent
Non-Executive Director candidates who are actually nominated shall be mutually
agreed upon by the AutoChina Shareholders’ Representative and the Company
Shareholders’ Representative.

       

       86.3        Subject
to the provisions of Article 86.2, the Directors shall have the power from time
to time and at any time to appoint any person as a Director to fill a casual
vacancy on the Board or as an addition to the existing Board. Any Director so
appointed by the Board shall hold office only until the next following annual
general meeting of the Company and shall then be eligible for
re-election.

       

       86.4        No
Director shall be required to hold any shares of the Company by way of
qualification and a Director who is not a Member shall be entitled to receive
notice of and to attend and speak at any general meeting of the Company and of
all classes of shares of the Company.

       

       86.5        Subject
to any provision to the contrary in these Articles, a Director may be removed by
way of (i) an ordinary resolution of the Members at any time before the
expiration of his period of office notwithstanding anything in these Articles or
in any agreement between the Company and such Director (but without prejudice to
any claim for damages under any such agreement), or (ii) a two-thirds vote of
the Board of Directors if such removal is for cause at any time before the
expiration of his period of office notwithstanding anything in these Articles or
in any agreement between the Company and such Director (but without prejudice to
any claim for damages under any such agreement).

       

       86.6        Subject
to the provisions of Article 86.2, a vacancy on the Board created by the removal
of a Director under the provisions of subparagraph (5) above may be filled by
the election or appointment by ordinary resolution of the Members at the meeting
at which such Director is removed or by the affirmative vote of a simple
majority of the remaining Directors present and voting at a Board
meeting.

       

       86.7        [Intentionally
Omitted]

       

       86.8        [Intentionally
Omitted]

       

      87.           [Intentionally
Omitted]

       

      88.           [Intentionally
Omitted]

       

      DISQUALIFICATION OF
DIRECTORS

       

      89.           The
office of a Director shall be vacated if the Director:

       

       89.1        resigns
his office by notice in writing delivered to the Company at the Office or
tendered at a meeting of the Board;

       

       89.2        becomes
of unsound mind or dies;

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

       89.3        without
special leave of absence from the Board, is absent from meetings of the Board
for six consecutive months and the Board resolves that his office be vacated;
or

       

       89.4        becomes
bankrupt or has a receiving order made against him or suspends payment or
compounds with his creditors;

       

       89.5        is
prohibited by law from being a Director; or

       

       89.6        ceases
to be a Director by virtue of any provision of the Statutes or is removed from
office pursuant to these Articles.

       

      EXECUTIVE
DIRECTORS

       

      90.           The
Board may from time to time appoint any one or more of its body to hold any
employment or executive office with the Company for such period (subject to
their continuance as Directors) and upon such terms as the Board may determine
and the Board may revoke or terminate any of such appointments. Any such
revocation or termination as aforesaid shall be without prejudice to any claim
for damages that such Director may have against the Company or the Company may
have against such Director. A Director appointed to an office under this Article
shall be subject to the same provisions as to removal as the other Directors of
the Company, and he shall (subject to the provisions of any contract between him
and the Company) ipso facto and immediately cease to hold such office if he
shall cease to hold the office of Director for any cause.

       

      91.           Notwithstanding
Articles 96, 97, 98 and 99, an executive director appointed to an office under
Article 90 hereof shall receive such remuneration (whether by way of salary,
commission, participation in profits or otherwise or by all or any of those
modes) and such other benefits (including pension and/or gratuity and/or other
benefits on retirement) and allowances as the Board may from time to time
determine, and either in addition to or in lieu of his remuneration as a
Director.

       

      92.           [Intentionally
Omitted]

       

      93.           [Intentionally
Omitted]

       

      94.           [Intentionally
Omitted)

       

      95.           [Intentionally
Omitted]

       

      DIRECTORS’ FEES AND
EXPENSES

       

      96.           The
Directors shall receive such remuneration as the Board may from time to time
determine. The ordinary remuneration of the Directors shall from time to time be
determined by the Board and shall (unless otherwise directed by the resolution
by which it is voted) be divided amongst the Board in such proportions and in
such manner as the Board may agree or, failing agreement, equally, except that
any Director who shall hold office for part only of the period in respect of
which such remuneration is payable shall be entitled only to rank in such
division for a proportion of remuneration related to the period during which he
has held office. Such remuneration shall be deemed to accrue from day to
day.

       

      97.           Each
Director shall be entitled to be repaid or prepaid all traveling, hotel and
incidental expenses reasonably incurred or expected to be incurred by him in
attending meetings of the Board or committees of the Board or general meetings
or separate meetings of any class of shares or of debentures of the Company or
otherwise in connection with the discharge of his duties as a
Director.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      98.           Any
Director who, by request, goes or resides abroad for any purpose of the Company
or who performs services which in the opinion of the Board go beyond the
ordinary duties of a Director may be paid such extra remuneration (whether by
way of salary, commission, participation in profits or otherwise) as the Board
may determine and such extra remuneration shall be in addition to or in
substitution for any ordinary remuneration provided for by or pursuant to any
other Article.

       

      99.           The
Board shall obtain the approval of the Company in general meeting before making
any payment to any Director or past Director of the Company by way of
compensation for loss of office, or as consideration for or in connection with
his retirement from office (not being payment to which the Director is
contractually entitled).

       

      DIRECTORS'
INTERESTS

       

      100.         100.1       No
contract or transaction between the Company and one or more of its Directors or
officers, or between the Company and any other corporation, partnership,
association, or other organization in which one or more of its Directors or
officers, are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the Director or officer is
present at or participates in the meeting of the Board or committee which
authorizes the contract or transaction, or solely because any such Director’s or
officer’s votes are counted for such purpose, if:

       

      (a)           The
material facts as to the Director’s or officer’s relationship or interest and as
to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

       

      (b)           The
material facts as to the Director’s or officer’s relationship or interest and as
to the contract or transaction are disclosed or are known to the Shareholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the Shareholders; or

       

      (c)           The
contract or transaction is fair as to the Company as of the time it is
authorized, approved or ratified, by the Board, a committee or the
Shareholders.

       

       100.2      Common
or interested Directors may be counted in determining the presence of a quorum
and may vote at a meeting of the Board or of a committee which authorizes the
contract or transaction.

       

      101.         [Intentionally
Omitted]

       

      102.         [Intentionally
Omitted]

       

      103.         [Intentionally
Omitted]

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      GENERAL POWERS OF THE
DIRECTORS

       

      104.         104.1       Subject
to the provisions of Article 105, the business of the Company shall be managed
and conducted by the Board, which may pay all expenses incurred in forming and
registering the Company and may exercise all powers of the Company (whether
relating to the management of the business of the Company or otherwise) which
are not by the Statutes or by these Articles required to be exercised by the
Company in general meeting, subject nevertheless to the provisions of the
Statutes and of these Articles and to such regulations being not inconsistent
with such provisions, as may be prescribed by the Company in general meeting,
but no regulations made by the Company in general meeting shall invalidate any
prior act of the Board which would have been valid if such regulations had not
been made. The general powers given by this Article shall not be limited or
restricted by any special authority or power given to the Board by any other
Article.

       

       104.2      Subject
to the provisions of Article 105, without prejudice to the general powers
conferred by these Articles it is hereby expressly declared that the Board shall
have the following powers:

       

      (a)           To
give to any person the right or option of requiring at a future date that an
allotment shall be made to him of any share at par or at such premium as may be
agreed.

       

      (b)           To
give to any Directors, officers or employees of the Company an interest in any
particular business or transaction or participation in the profits thereof or in
the general profits of the Company either in addition to or in substitution for
a salary or other remuneration.

       

      (c)           To
resolve that the Company be deregistered in the Cayman Islands and continued in
a named jurisdiction outside the Cayman Islands subject to the provisions of the
Law.

       

      105.         No
director, officer, committee member, employee, agent of the Company or any Group
Company (hereinafter, as defined in the Share Exchange Agreement) or any of
their respective delegates shall, without a resolution of the board of directors
approved with the affirmative consent or approval of at least six (6) members of
the Board, take, nor shall they cause or permit the Company or any Group Company
to take, any of the following actions (whether in a single transaction or a
series of related transactions):

       

       105.1      the
authorization, creation or issuance of any equity or debt securities, warrants,
options or other rights to acquire shares of the Company or any Group Company,
other than grants of securities, stock options or warrants to directors or
employees of the Company or any Group Company pursuant to the Equity Incentive
Plan (hereinafter, as defined in the Share Exchange Agreement) and the issuance
of shares upon the exercise of such options or warrants;

       

       105.2      the
declaration or payment of a distribution or dividend with respect to any of the
shares in the Company or any Group Company, including, without limitation, the
repurchase or redemption of any such shares or equity interest (or any warrants,
options or other rights to acquire any such shares or equity
interest);

       

       105.3      the
merger, amalgamation or consolidation of the Company or any Group Company with
any person or any transaction in which the Company or any Group Company
immediately before such transaction together with their affiliates do not own or
control at least a majority of the voting power of the surviving entity
immediately after such transaction (excluding any transaction effected solely
for tax purposes or to change the Company’s or any Group Company’s
domicile);

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

       105.4      the
sale, lease, exchange, transfer, contribution, mortgage, pledge, encumbrance or
other disposition of all or substantially all of the Assets (hereinafter, as
defined in the Share Exchange Agreement) and Properties (hereinafter, as defined
in the Share Exchange Agreement) of the Company or any Group Company (other than
mortgages of Assets and Properties to banks to secure loans in the ordinary
course of business consistent with past practice and sound business practice),
or the purchase or other acquisition by the Company or any Group Company
(whether individually or collectively) of all or substantially all of the Assets
and Properties of another Person (hereinafter, as defined in the Share Exchange
Agreement) (except for such purchase or acquisition within the amount set forth
in the annual business plan approved by the Board);

       

       105.5      the
making of any joint venture or partnership arrangement, or the formation of any
subsidiary, each involving capital commitment of RMB5,000,000 or more (except
for such joint venture or partnership arrangement made or any subsidiary formed
involving capital commitment within the amount set forth in the annual business
plan approved by the Board), or any voluntary dissolution, winding-up,
liquidation of any subsidiary;

       

       105.6      the
reduction of the authorized share capital or the registered capital, as the case
may be, of the Company or any Group Company;

       

       105.7      the
effectuation of any recapitalization, reclassification, reorganization,
split-off, spin-off, or filing for bankruptcy with respect to the Company or any
Group Company;

       

       105.8      the
approval or material amendment of the annual budget, business plan, or operating
plan (including any capital expenditure budget, operating budget and financial
plan) of the Company or any Group Company;

       

       105.9      the
incurrence of any indebtedness for borrowed money or the issuance, assumption,
guarantee or creation of any liability for borrowed money, the aggregate
outstanding amount of which at any given time equal to RMB5,000,000 or more
unless such liability is incurred pursuant to the then current business
plan;

       

       105.10    any
change in the size or composition of the Board or any Group Company or any
committee thereof;

       

       105.11    any
material amendment to the terms of the Share Exchange Agreement, the
Registration Rights Agreement (hereinafter, as defined in the Share Exchange
Agreement), any executive employment agreement or any indemnification agreement;
or

       

       105.12    any
material amendment to the Corporate Governance Rules (as defined below) then in
effect.

       

      106.         The
Board may by power of attorney appoint any company, firm or person or any
fluctuating body of persons, whether nominated directly or indirectly by the
Board, to be the attorney or attorneys of the Company for such purposes and with
such powers, authorities and discretions (not exceeding those vested in or
exercisable by the Board under these Articles) and for such period and subject
to such conditions as it may think fit, and any such power of attorney may
contain such provisions for the protection and convenience of persons dealing
with any such attorney as the Board may think fit, and may also authorize any
such attorney to sub-delegate all or any of the powers, authorities and
discretions vested in him. Such attorney or attorneys may, if so authorized
under the Seal of the Company, execute any deed or instrument under their
personal seal with the same effect as the affixation of the Company’s
Seal.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      107.         The
Board may entrust to and confer upon a managing director, joint managing
director, deputy managing director, an executive director or any Director any of
the powers exercisable by it upon such terms and conditions and with such
restrictions as it thinks fit, and either collaterally with, or to the exclusion
of, its own powers, and may from time to time revoke or vary all or any of such
powers but no person dealing in good faith and without notice of such revocation
or variation shall be affected thereby.

       

      108.         All
checks, promissory notes, drafts, bills of exchange and other instruments,
whether negotiable or transferable or not, and all receipts for moneys paid to
the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as
the case may be, in such manner as the Board shall from time to time by
resolution determine. The Company’s banking accounts shall be kept with such
banker or bankers as the Board shall from time to time determine.

       

      109.   
     109.1       The
Board may establish or concur or join with other companies (being subsidiary
companies of the Company or companies with which it is associated in business)
in establishing and making contributions out of the Company’s moneys to any
schemes or funds for providing pensions, sickness or compassionate allowances,
life assurance or other benefits for employees (which expression as used in this
and the following paragraph shall include any Director or ex-Director who may
hold or have held any executive office or any office of profit under the Company
or any of its subsidiary companies) and ex-employees of the Company and their
dependants or any class or classes of such person.

       

       109.2      The
Board may pay, enter into agreements to pay or make grants of revocable or
irrevocable pensions or other benefits to employees and ex-employees and their
dependants, or to any of such persons, including pensions or benefits additional
to those, if any, to which such employees or ex-employees or their dependants
are or may become entitled under any such scheme or fund as mentioned in the
last preceding paragraph. Any such pension or benefit may, as the Board
considers desirable, be granted to an employee either before and in anticipation
of or upon or at any time after his actual retirement, and may be subject or not
subject to any terms or conditions as the Board may determine.

       

      BORROWING
POWERS

       

      110.         Subject
to the provisions of Article 105, the Board may exercise all the powers of the
Company to raise or borrow money and to mortgage or charge all or any part of
the undertaking, property and assets (present and future) and uncalled capital
of the Company and, subject to the Law, to issue debentures, bonds and other
securities, whether outright or as collateral security for any debt, liability
or obligation of the Company or of any third party.

       

      111.         Debentures,
bonds and other securities may be made assignable free from any equities between
the Company and the person to whom the same may be issued.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      112.         Any
debentures, bonds or other securities may be issued at a discount (other than
shares), premium or otherwise and with any special privileges as to redemption,
surrender, drawings, allotment of shares, attending and voting at general
meetings of the Company, appointment of Directors and otherwise.

       

      113.         113.1       Where
any uncalled capital of the Company is charged, all persons taking any
subsequent charge thereon shall take the same subject to such prior charge, and
shall not be entitled, by notice to the Members or otherwise, to obtain priority
over such prior charge.

       

       113.2      The
Board shall cause a proper register to be kept, in accordance with the
provisions of the Law, of all charges specifically affecting the property of the
Company and of any series of debentures issued by the Company and shall duly
comply with the requirements of the Law in regard to the registration of charges
and debentures therein specified and otherwise.

       

      PROCEEDINGS OF THE
DIRECTORS

       

      114.         The
Board may meet for the dispatch of business, adjourn and otherwise regulate its
meetings as it considers appropriate. Questions arising at any meeting shall be
determined by a majority of votes. In the case of any equality of votes the
chairman of the meeting shall not have an additional or casting vote and the
resolution shall fail.

       

      115.         A
meeting of the Board may be convened by the Secretary on request of a Director
or by any Director. The Secretary shall convene a meeting of the Board of which
notice may be given in writing or by telephone or in such other manner as the
Board may from time to time determine whenever he shall be required so to do by
the president or chairman, as the case may be, or any Director.

       

      116.         116.1       The
quorum necessary for the transaction of the business of the Board shall be equal
to a majority of the Board.

       

       116.2      Directors
may participate in any meeting of the Board by means of a conference telephone
or other communications equipment through which all persons participating in the
meeting can communicate with each other simultaneously and instantaneously and,
for the purpose of counting a quorum, such participation shall constitute
presence at a meeting as if those participating were present in
person.

       

       116.3      Any
Director who ceases to be a Director at a Board meeting may continue to be
present and to act as a Director and be counted in the quorum until the
termination of such Board meeting if no other Director objects and if otherwise
a quorum of Directors would not be present.

       

      117.    
    The continuing Directors or a sole continuing Director
may act notwithstanding any vacancy in the Board, however, if and so long as the
number of Directors is reduced below the minimum number fixed by or in
accordance with these Articles, the continuing Directors or Director,
notwithstanding that the number of Directors is below the number fixed by or in
accordance with these Articles as the quorum or that there is only one
continuing Director, may act for the purpose of filling vacancies in the Board
or of summoning general meetings of the Company but not for any other
purpose.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      118.         The
Chairman of the Board shall be the chairman of all meetings of the Board. If the
Chairman of the Board is not present at any meeting within five (5) minutes
after the time appointed for holding the same, the Directors present may choose
one of their number to be chairman of the meeting.

       

      119.         A
meeting of the Board at which a quorum is present shall be competent to exercise
all the powers, authorities and discretions for the time being vested in or
exercisable by the Board.

       

      120.         120.1       Subject
to the provisions of Article 105, The Board may delegate any of its powers,
authorities and discretions to committees, consisting of such Director or
Directors and other persons as it thinks fit, and they may, from time to time,
revoke such delegation or revoke the appointment of and discharge any such
committees either wholly or in part, and either as to persons or purposes. Any
committee so formed shall, in the exercise of the powers, authorities and
discretions so delegated, conform to any regulations which may be imposed on it
by the Board.

       

       120.2      All
acts done by any such committee in conformity with such regulations, and in
fulfillment of the purposes for which it was appointed, but not otherwise, shall
have like force and effect as if done by the Board, and the Board (or if the
Board delegates such power, the committee) shall have power to remunerate the
members of any such committee, and charge such remuneration to the current
expenses of the Company.

       

      121.         The
meetings and proceedings of any committee consisting of two or more members
shall be governed by the provisions contained in these Articles for regulating
the meetings and proceedings of the Board so far as the same are applicable and
are not superseded by any regulations imposed by the Board under the last
preceding Article, indicating, without limitation, any committee charter adopted
by the Board for purposes or in respect of any such committee.

       

      122.         A
resolution in writing signed by all the Directors shall (provided that such
number is sufficient to constitute a quorum and further provided that a copy of
such resolution has been given or the contents thereof communicated to all the
Directors for the time being entitled to receive notices of Board meetings in
the same manner as notices of meetings are required to be given by these
Articles) be as valid and effectual as if a resolution had been passed at a
meeting of the Board duly convened and held. Such resolution may be contained in
one document or in several documents in like form each signed by one or more of
the Directors and for this purpose a facsimile signature of a Director shall be
treated as valid.

       

      123.         All
acts bona fide done by the Board or by any committee or by any person acting as
a Director or members of a committee, shall, notwithstanding that it is
afterwards discovered that there was some defect in the appointment of any
member of the Board or such committee or person acting as aforesaid or that they
or any of them were disqualified or had vacated office, be as valid as if every
such person had been duly appointed and was qualified and had continued to be a
Director or member of such committee.

       

      124.         The
Board shall establish an audit committee, a nomination committee and a
compensation committee.  During the Concerned Period, each such
committee shall consist of two (2) members, one being an Independent
Non-Executive Director nominated based on the recommendation of the AutoChina
Shareholders’ Representative and the other being the Independent Non-Executive
Director nominated based on the recommendation of the Company Shareholders’
Representative.  In any event that the two (2) members in any such
committee fails to reach a consensus with respect to any matter, such matter
shall be submitted to and decided by the Board by a resolution of the board of
directors approved with the affirmative consent or approval of at least six (6)
members of the Board.

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      125.         The
Company and each Director shall fully comply with, and shall cause to be
complied with, the code of business conduct, the insider trading policy, the
related party transaction procedures, the anti-corruption manual, the audit
committee charter, the compensation committee charter and the nomination
committee charter and other corporate governance policies, procedures, rules and
requirements of the Company adopted or to be adopted from time to time by the
Board (collectively, the “Corporate Governance Rules”).

       

      126.         [Intentionally
Omitted]

       

      OFFICERS

       

      127.         127.1       The
officers of the Company shall consist of the Chairman of the Board and Secretary
and such additional officers (who may or may not be Directors) as the Board may
from time to time determine, all of whom shall be deemed to be officers for the
purposes of the Law and these Articles.

       

       127.2      The
Directors shall, as soon as may be after each appointment or election of
Directors, elect amongst the Directors a chairman and if more than one Director
is proposed for this office, the election to such office shall take place in
such manner as the Directors may determine.

       

       127.3      The
officers shall receive such remuneration as the Directors may from time to time
determine.

       

      128.         128.1       The
Secretary and additional officers, if any, shall be appointed by the Board and
shall hold office on such terms and for such period as the Board may determine.
If thought fit, two or more persons may be appointed as joint Secretaries. The
Board may also appoint from time to time on such terms as it thinks fit one or
more assistant or deputy Secretaries.

       

       128.2      The
Secretary shall attend all meetings of the Members and shall keep correct
minutes of such meetings and enter the same in the proper books provided for the
purpose. He shall perform such other duties as are prescribed by the Law or
these Articles or as may be prescribed by the Board.

       

      129.         The
officers of the Company shall have such powers and perform such duties in the
management, business and affairs of the Company as may be delegated to them by
the Directors from time to time.

       

      130.         A
provision of the Law or of these Articles requiring or authorizing a thing to be
done by or to a Director and the Secretary shall not be satisfied by its being
done by or to the same person acting both as Director and as or in place of the
Secretary.

       

      REGISTER OF DIRECTORS AND
OFFICERS

       

      131.         The
Company shall cause to be kept in one or more books at its Office a Register of
Directors and officers in which there shall be entered the full names and
addresses of the Directors and officers and such other particulars as required
by the Law or as the Directors may determine. The Company shall send to the
Registrar of Companies in the Cayman Islands a copy of such register, and shall
from time to time notify to the said Registrar of any change that takes place in
relation to such Directors and officers as required by the Law.

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      MINUTES

       

      132.         132.1  
    The Board shall cause minutes to be duly entered in
books provided for the purpose:

       

      (a)           of
all elections and appointments of officers;

       

      (b)           of
the names of the Directors present at each meeting of the Directors and of any
committee of the Directors;

       

      (c)           of
all resolutions and proceedings of each general meeting of the Members, meetings
of the Board and meetings of committees of the Board and where there are
managers, of all proceedings of meetings of the managers.

       

       132.2      Minutes
shall be kept by the Secretary at the Office.

       

      SEAL

       

      133.         133.1       The
Company shall have one or more Seals, as the Board may determine. For the
purpose of sealing documents creating or evidencing securities issued by the
Company, the Company may have a securities seal which is a facsimile of the Seal
of the Company with the addition of the word “Securities” on its face or in such
other form as the Board may approve. The Board shall provide for the custody of
each Seal and no Seal shall be used without the authority of the Board or of a
committee of the Board authorized by the Board in that behalf. Subject as
otherwise provided in these Articles, any instrument to which a Seal is affixed
shall be signed autographically by any officer of the Company, save that as
regards any certificates for shares or debentures or other securities of the
Company the Board may by resolution determine that such signatures or either of
them shall be dispensed with or affixed by some method or system of mechanical
signature.

       

       Every
instrument executed in manner provided by this Article shall be deemed to be
sealed and executed with the authority of the Board previously
given.

       

       133.2      Where
the Company has a Seal for use abroad, the Board may by writing under the Seal
appoint any agent or committee abroad to be the duly authorized agent of the
Company for the purpose of affixing and using such Seal and the Board may impose
restrictions on the use thereof as may be thought fit. Wherever in these
Articles reference is made to the Seal, the reference shall, when and so far as
may be applicable, be deemed to include any such other Seal as
aforesaid.

       

      AUTHENTICATION OF
DOCUMENTS

       

      134.           Any
Director or the Secretary or any person appointed by the Board for the purpose
may authenticate any documents affecting the constitution of the Company and any
resolution passed by the Company or the Board or any committee, and any books,
records, documents and accounts relating to the business of the Company, and to
certify copies thereof or extracts therefrom as true copies or extracts, and if
any books, records, documents or accounts are elsewhere than at the Office or
the head office the local manager or other officer of the Company having the
custody thereof shall be deemed to be a person so appointed by the Board. A
document purporting to be a copy of a resolution, or an extract from the minutes
of a meeting, of the Company or of the Board or any committee which is so
certified shall be conclusive evidence in favor of all persons dealing with the
Company upon the faith thereof that such resolution has been duly passed or, as
the case may be, that such minutes or extract is a true and accurate record of
proceedings at a duly constituted meeting.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      135.         135.1       The
Company shall be entitled to destroy the following documents at the following
times

       

      (a)           any
share certificate which has been cancelled at any time after the expiry of one
(1) year from the date of such cancellation;

       

      (b)           any
dividend mandate or any variation or cancellation thereof or any notification of
change of name or address at any time after the expiry of two  (2)
years from the date such mandate variation cancellation or notification was
recorded by the Company;

       

      (c)           any
instrument of transfer of shares which has been registered at any time after the
expiry of seven (7) years from the date of registration;

       

      (d)           any
allotment letters after the expiry of seven (7) years from the date of issue
thereof; and

       

      (e)           copies
of powers of attorney, grants of probate and letters of administration at any
time after the expiry of seven (7) years after the account to which the relevant
power of attorney, grant of probate or letters of administration related has
been closed;

       

      and it
shall conclusively be presumed in favour of the Company that every entry in the
Register purporting to be made on the basis of any such documents so destroyed
was duly and properly made and every share certificate so destroyed was a valid
certificate duly and properly cancelled and that every instrument of transfer so
destroyed was a valid and effective instrument duly and properly registered and
that every other document destroyed hereunder was a valid and effective document
in accordance with the recorded particulars thereof in the books or records of
the Company.  Provided always that: (1) the foregoing provisions of
this Article shall apply only to the destruction of a document in good faith and
without express notice to the Company that the preservation of such document was
relevant to a claim; (2) nothing contained in this Article shall be construed as
imposing upon the Company any liability in respect of the destruction of any
such document earlier than as aforesaid or in any case where the conditions of
proviso (1) above are not fulfilled; and (3) references in this Article to the
destruction of any document include references to its disposal in any
manner.

       

       135.2      Notwithstanding
any provision contained in these Articles, the Directors may, if permitted by
applicable law, authorise the destruction of documents set out in sub-paragraphs
(a) to (e) of paragraph (1) of this Article and any other documents in relation
to share registration which have been microfilmed or electronically stored by
the Company or by the share registrar on its behalf provided always that this
Article shall apply only to the destruction of a document in good faith and
without express notice to the Company and its share registrar that the
preservation of such document was relevant to a claim.

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      DIVIDENDS AND OTHER
PAYMENTS

       

      136.         Subject
to the Law, the Company in general meeting or the Board may from time to time
declare dividends in any currency to be paid to the Members but no dividend
shall be declared in excess of the amount recommended by the Board.

       

      137.         Dividends
may be declared and paid out of the profits of the Company, realized or
unrealized, or from any reserve set aside from profits which the Directors
determine is no longer needed. The Board may also declare and pay dividends out
of share premium account or any other fund or account which can be authorized
for this purpose in accordance with the Law.

       

      138.         Except
in so far as the rights attaching to, or the terms of issue of, any share
otherwise provide:

       

      (a)           all
dividends shall be declared and paid according to the amounts paid up on the
shares in respect of which the dividend is paid; and

       

      (b)           all
dividends shall be apportioned and paid pro rata according to the amounts paid
up on the shares during any portion or portions of the period in respect of
which the dividend is paid.

       

      139.         The
Board may from time to time pay to the Members such interim dividends as appear
to the Board to be justified by the profits of the Company and in particular
(but without prejudice to the generality of the foregoing) if at any time the
share capital of the Company is divided into different classes, the Board may
pay such interim dividends in respect of those shares in the capital of the
Company which confer on the holders thereof deferred or non-preferential rights
as well as in respect of those shares which confer on the holders thereof
preferential rights with regard to dividend and provided that the Board acts
bona fide the Board shall not incur any responsibility to the holders of shares
conferring any preference for any damage that they may suffer by reason of the
payment of an interim dividend on any shares having deferred or non-preferential
rights and may also pay any fixed dividend which is payable on any shares of the
Company half-yearly or on any other dates, whenever such profits, in the opinion
of the Board, justifies such payment.

       

      140.         The
Board may deduct from any dividend or other moneys payable to a Member by the
Company on or in respect of any shares all sums of money (if any) presently
payable by him to the Company.

       

      141.         No
dividend or other moneys payable by the Company on or in respect of any share
shall bear interest against the Company.

       

      142.         Any
dividend, interest or other sum payable in cash to the holder of shares may be
paid by check or warrant sent through the post addressed to the holder at his
registered address or, in the case of joint holders, addressed to the holder
whose name stands first in the Register in respect of the shares at his address
as appearing in the Register or addressed to such person and at such address as
the holder or joint holders may in writing direct. Every such check or warrant
shall, unless the holder or joint holders otherwise direct, be made payable to
the order of the holder or, in the case of joint holders, to the order of the
holder whose name stands first on the Register in respect of such shares, and
shall be sent at his or their risk and payment of the check or warrant by the
bank on which it is drawn shall constitute a good discharge to the Company
notwithstanding that it may subsequently appear that the same has been stolen or
that any endorsement thereon has been forged. Any one of two or more joint
holders may give effectual receipts for any dividends or other moneys payable or
property distributable in respect of the shares held by such joint
holders.

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      143.         All
dividends or bonuses unclaimed for one (1) year after having been declared may
be invested or otherwise made use of by the Board for the benefit of the Company
until claimed. Any dividend or bonuses unclaimed after a period of six (6) years
from the date of declaration shall be forfeited and shall revert to the Company.
The payment by the Board of any unclaimed dividend or other sums payable on or
in respect of a share into a separate account shall not constitute the Company a
trustee in respect thereof.

       

      144.         Whenever
the Board or the Company in general meeting has resolved that a dividend be paid
or declared, the Board may further resolve that such dividend be satisfied
wholly or in part by the distribution of specific assets of any kind and in
particular of paid up shares, debentures or warrants to subscribe securities of
the Company or any other company, or in any one or more of such ways, and where
any difficulty arises in regard to the distribution the Board may settle the
same as it thinks expedient, and in particular may issue certificates in respect
of fractions of shares, disregard fractional entitlements or round the same up
or down, and may fix the value for distribution of such specific assets, or any
part thereof, and may determine that cash payments shall be made to any Members
upon the footing of the value so fixed in order to adjust the rights of all
parties, and may vest any such specific assets in trustees as may seem expedient
to the Board and may appoint any person to sign any requisite instruments of
transfer and other documents on behalf of the persons entitled to the dividend,
and such appointment shall be effective and binding on the Members. The Board
may resolve that no such assets shall be made available to Members with
registered addresses in any particular territory or territories where, in the
absence of a registration statement or other special formalities, such
distribution of assets would or might, in the opinion of the Board, be unlawful
or impracticable and in such event the only entitlement of the Members aforesaid
shall be to receive cash payments as aforesaid. Members affected as a result of
the foregoing sentence shall not be or be deemed to be a separate class of
Members for any purpose whatsoever.

       

      145.         145.1       Whenever
the Board or the Company in general meeting has resolved that a dividend be paid
or declared on any class of the share capital of the Company, the Board may
further resolve either:

       

      (a)           that
such dividend be satisfied wholly or in part in the form of an allotment of
shares credited as fully paid up, provided that the Members entitled thereto
will be entitled to elect to receive such dividend (or part thereof if the Board
so determines) in cash in lieu of such allotment. In such case, the following
provisions shall apply:

       

      (i)           the
basis of any such allotment shall be determined by the Board;

       

      (ii)           the
Board, after determining the basis of allotment, shall give not less than ten
(10) days’ Notice to the holders of the relevant shares of the right of election
accorded to them and shall send with such notice forms of election and specify
the procedure to be followed and the place at which and the latest date and time
by which duly completed forms of election must be lodged in order to be
effective;

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      (iii)        the
right of election may be exercised in respect of the whole or part of that
portion of the dividend in respect of which the right of election has been
accorded; and

       

      (iv)        the
dividend (or that part of the dividend to be satisfied by the allotment of
shares as aforesaid) shall not be payable in cash on shares in respect whereof
the cash election has not been duly exercised (“the non-elected shares”) and in
satisfaction thereof shares of the relevant class shall be allotted credited as
fully paid up to the holders of the non-elected shares on the basis of allotment
determined as aforesaid and for such purpose the Board shall capitalize and
apply out of any part of the undivided profits of the Company (including profits
carried and standing to the credit of any reserves or other special account,
share premium account, capital redemption reserve other than the Subscription
Rights Reserve) as the Board may determine, such sum as may be required to pay
up in full the appropriate number of shares of the relevant class for allotment
and distribution to and amongst the holders of the non-elected shares on such
basis; or

       

      (b)           that
the Members entitled to such dividend shall be entitled to elect to receive an
allotment of shares credited as fully paid up in lieu of the whole or such
part

       

      of the
dividend as the Board may think fit. In such case, the following provisions
shall apply;

       

      (i)           the
basis of any such allotment shall be determined by the Board;

       

      (ii)         the
Board, after determining the basis of allotment, shall give not less than ten
(10) days’ Notice to the holders of the relevant shares of the right of election
accorded to them and shall send with such notice forms of election and specify
the procedure to be followed and the place at which and the latest date and time
by which duly completed forms of election must be lodged in order to be
effective;

       

      (iii)        the
right of election may be exercised in respect of the whole or part of that
portion of the dividend in respect of which the right of election has been
accorded; and

       

      (iv)        the
dividend (or that part of the dividend in respect of which a right of election
has been accorded) shall not be payable in cash on shares in respect whereof the
share election has been duly exercised (“the elected shares”) and in lieu
thereof shares of the relevant class shall be allotted credited as fully paid up
to the holders of the elected shares on the basis of allotment determined as
aforesaid and for such purpose the Board shall capitalize and apply out of any
part of the undivided profits of the Company (including profits carried and
standing to the credit of any reserves or other special account, share premium
account, capital redemption reserve other than the Subscription Rights Reserve)
as the Board may determine, such sum as may be required to pay up in full the
appropriate number of shares of the relevant class for allotment and
distribution to and amongst the holders of the elected shares on such
basis.

       

       145.2      (a)           The
shares allotted pursuant to the provisions of paragraph (1) of this Article
shall rank pari passu in all respects with shares of the same class (if any)
then in issue save only as regards participation in the relevant dividend or in
any other distributions, bonuses or rights paid, made, declared or announced
prior to or contemporaneously with the payment or declaration of the relevant
dividend unless, contemporaneously with the announcement by the Board of their
proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph (2) of
this Article in relation to the relevant dividend or contemporaneously with
their announcement of the distribution, bonus or rights in question, the Board
shall specify that the shares to be allotted pursuant to the provisions of
paragraph (1) of this Article shall rank for participation in such distribution,
bonus or rights.

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      (b)           The
Board may do all acts and things considered necessary or expedient to give
effect to any capitalization pursuant to the provisions of paragraph (1) of this
Article, with full power to the Board to make such provisions as it thinks fit
in the case of shares becoming distributable in fractions (including provisions
whereby, in whole or in pant, fractional entitlements are aggregated and sold
and the net proceeds distributed to those entitled, or are disregarded or
rounded up or down or whereby the benefit of fractional entitlements accrues to
the Company rather than to the Members concerned). The Board may authorize any
person to enter into on behalf of all Members interested, an agreement with the
Company providing for such capitalization and matters incidental thereto and any
agreement made pursuant to such authority shall be effective and binding on all
concerned.

       

       145.3      The
Company may upon the recommendation of the Board by ordinary resolution resolve
in respect of any one particular dividend of the Company that notwithstanding
the provisions of paragraph (1) of this Article a dividend may be satisfied
wholly in the form of an allotment of shares credited as fully paid up without
offering any right to shareholders to elect to receive such dividend in cash in
lieu of such allotment.

       

       145.4      The
Board may on any occasion determine that rights of election and the allotment of
shares under paragraph (I) of this Article shall not be made available or made
to any shareholders with registered addresses in any territory where, in the
absence of a registration statement or other special formalities, the
circulation of an offer of such rights of election or the allotment of shares
would or might, in the opinion of the Board, be unlawful or impracticable, and
in such event the provisions aforesaid shall be read and construed subject to
such determination. Members affected as a result of the foregoing sentence shall
not be or be deemed to be a separate class of Members for any purpose
whatsoever.

       

       145.5      Any
resolution declaring a dividend on shares of any class, whether a resolution of
the Company in general meeting or a resolution of the Board, may specify that
the same shall be payable or distributable to the persons registered as the
holders of such shares at the close of business on a particular date,
notwithstanding that it may be a date prior to that on which the resolution is
passed, and thereupon the dividend shall be payable or distributable to them in
accordance with their respective holdings so registered, but without prejudice
to the rights inter se in respect of such dividend of transferors and
transferees of any such shares. The provisions of this Article shall mutatis
mutandis apply to bonuses, capitalization issues, distributions of realized
capital profits or offers or grants made by the Company to the
Members.

       

      RESERVES

       

      146.         146.1       The
Board shall establish an account to be called the share premium account and
shall carry to the credit of such account from time to time a sum equal to the
amount or value of the premium paid on the issue of any share in the Company.
Unless otherwise provided by the provisions of these Articles, the Board may
apply the share premium account in any manner permitted by the Law. The Company
shall at all times comply with the provisions of the Law in relation to the
share premium account.

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

       146.2      Before
recommending any dividend, the Board may set aside out of the profits of the
Company such sums as it determines as reserves which shall, at the discretion of
the Board, be applicable for any purpose to which the profits of the Company may
be properly applied and pending such application may, also at such discretion,
either be employed in the business of the Company or be invested in such
investments as the Board may from time to time think fit and so that it shall
not be necessary to keep any investments constituting the reserve or reserves
separate or distinct from any other investments of the Company. The Board may
also without placing the same to reserve carry forward any profits which it may
think prudent not to distribute.

       

      CAPITALISATION

       

      147.         The
Company may, upon the recommendation of the Board, at any time and from time to
time pass an ordinary resolution to the effect that it is desirable to
capitalize all or any part of any amount for the time being standing to the
credit of any reserve or fund (including a share premium account and capital
redemption reserve and the profit and loss account) whether or not the same is
available for distribution and accordingly that such amount be set free for
distribution among the Members or any class of Members who would be entitled
thereto if it were distributed by way of dividend and in the same proportions,
on the footing that the same is not paid in cash but is applied in paying up in
full unissued shares, debentures or other obligations of the Company, to be
allotted and distributed credited as fully paid up among such Members and the
Board shall give effect to such resolution provided that, for the purposes of
this Article, a share premium account and any capital redemption reserve or fund
representing unrealized profits, may be applied only in paying up in full
unissued shares of the Company to be allotted to such Members credited as fully
paid.

       

      148.         The
Board may settle, as it considers appropriate, any difficulty arising in regard
to any distribution under the last preceding Article and in particular may issue
certificates in respect of fractions of shares or authorize any person to sell
and transfer any fractions or may resolve that the distribution should be as
nearly as may be practicable in the correct proportion but not exactly so or may
ignore fractions altogether, and may determine that cash payments shall be made
to any Members in order to adjust the rights of all parties, as may seem
expedient to the Board. The Board may appoint any person to sign on behalf of
the persons entitled to participate in the distribution any contract necessary
or desirable for giving effect thereto and such appointment shall be effective
and binding upon the Members.

       

      SUBSCRIPTION RIGHTS
RESERVE

       

      149.         The
following provisions shall have effect to the extent that they are not
prohibited by and are in compliance with the Law:

       

       149.1      If,
so long as any of the rights attached to any warrants issued by the Company to
subscribe for shares of the Company shall remain exercisable, the Company does
any act or engages in any transaction which, as a result of any adjustments to
the subscription price in accordance with the provisions of the conditions of
the warrants, would reduce the subscription price to below the par value of a
share, then the following provisions shall apply:

       

      (a)           as
from the date of such act or transaction the Company shall establish and
thereafter (subject as provided in this Article) maintain in accordance with the
provisions of this Article a reserve (the “Subscription Rights Reserve”) the
amount of which shall at no time be less than the sum which for the time being
would be required to be capitalized and applied in paying up in full the nominal
amount of the additional shares required to be issued and allotted credited as
fully paid pursuant to sub-paragraph (c) below on the exercise in full of all
the subscription rights outstanding and shall apply the Subscription Rights
Reserve in paying up such additional shares in full as and when the same are
allotted;

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

      (b)           the
Subscription Rights Reserve shall not be used for any purpose other than that
specified above unless all other reserves of the Company (other than share
premium account) have been extinguished and will then only be used to make good
losses of the Company if and so far as is required by law;

       

      (c)           upon
the exercise of all or any of the subscription rights represented by any
warrant, the relevant subscription rights shall be exercisable in respect of a
nominal amount of shares equal to the amount in cash which the holder of such
warrant is required to pay on exercise of the subscription rights represented
thereby (or, as the case may be the relevant portion thereof in the event of a
partial exercise of the subscription rights) and, in addition, there shall be
allotted in respect of such subscription rights to the exercising warrantholder,
credited as fully paid, such additional nominal amount of shares as is equal to
the difference between:

       

      (i)           the
said amount in cash which the holder of such warrant is required to pay on
exercise of the subscription rights represented thereby (or, as the case may be,
the relevant portion thereof in the event of a partial exercise of the
subscription rights); and

       

      (ii)          the
nominal amount of shares in respect of which such subscription rights would have
been exercisable having regard to the provisions of the conditions of the
warrants, had it been possible for such subscription rights to represent the
right to subscribe for shares at less than par and immediately upon such
exercise so much of the sum standing to the credit of the Subscription Rights
Reserve as is required to pay up in full such additional nominal amount of
shares shall be capitalized and applied in paying up in full such additional
nominal amount of shares which shall forthwith be allotted credited as fully
paid to the exercising warrantholders; and

       

      (d)           if,
upon the exercise of the subscription rights represented by any warrant, the
amount standing to the credit of the Subscription Rights Reserve is not
sufficient to pay up in full such additional nominal amount of shares equal to
such difference as aforesaid to which the exercising warrantholder is entitled,
the Board shall apply any profits or reserves then or thereafter becoming
available (including, to the extent permitted by law, share premium account) for
such purpose until such additional nominal amount of shares is paid up and
allotted as aforesaid and until then no dividend or other distribution shall be
paid or made on the fully paid shares of the Company then in issue. Pending such
payment and allotment, the exercising warrantholder shall be issued by the
Company with a certificate evidencing his right to the allotment of such
additional nominal amount of shares. The rights represented by any such
certificate shall be in registered form and shall be transferable in whole or in
part in units of one share in the like manner as the shares for the time being
are transferable, and the Company shall make such arrangements in relation to
the maintenance of a register therefor and other matters in relation thereto as
the Board may think fit and adequate particulars thereof shall be made known to
each relevant exercising warrantholder upon the issue of such
certificate.

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

       149.2      Shares
allotted pursuant to the provisions of this Article shall rank pari passu in all
respects with the other shares allotted on the relevant exercise of the
subscription rights represented by the warrant concerned. Notwithstanding
anything contained in paragraph (1) of this Article, no fraction of any share
shall be allotted on exercise of the subscription rights.

       

       149.3      The
provision of this Article as to the establishment and maintenance of the
Subscription Rights Reserve shall not be altered or added to in any way which
would vary or abrogate, or which would have the effect of varying or abrogating
the provisions for the benefit of any warrantholder or class of warrantholders
under this Article without the sanction of a special resolution of such
warrantholders or class of warrantholders.

       

       149.4      A
certificate or report by the auditors for the time being of the Company as to
whether or not the Subscription Rights Reserve is required to be established and
maintained and if so the amount thereof so required to be established and
maintained, as to the purposes for which the Subscription Rights Reserve has
been used, as to the extent to which it has been used to make good losses of the
Company, as to the additional nominal amount of shares required to be allotted
to exercising warrantholders credited as fully paid, and as to any other matter
concerning the Subscription Rights Reserve shall (in the absence of manifest
error) be conclusive and binding upon the Company and all warrantholders and
shareholders.

       

      ACCOUNTING
RECORDS

       

      150.         The
Board shall cause true accounts to be kept of the sums of money received and
expended by the Company, and the matters in respect of which such receipt and
expenditure take place, and of the property, assets, credits and liabilities of
the Company and of all other matters required by the Law or necessary to give a
true and fair view of the Company’s affairs and to explain its
transactions.

       

      151.         The
accounting records shall be kept at the Office or, at such other place or places
as the Board decides and shall always be open to inspection by the Directors. No
Member (other than a Director) shall have any right of inspecting any accounting
record or book or document of the Company except as conferred by law or
authorized by the Board or the Company in general meeting.

       

      152.         Subject
to the provisions of Article 153, a printed copy of the Directors’ report,
accompanied by the balance sheet and profit and loss account, including every
document required by law to be annexed thereto, made up to the end of the
applicable financial year and containing a summary of the assets and liabilities
of the Company under convenient heads and a statement of income and expenditure,
together with a copy of the Auditors’ report, shall be sent to each person
entitled thereto at least ten (10) days before the date of the general meeting
and laid before the Company at the annual general meeting held in accordance
with Article 56 provided that this Article shall not require a copy of those
documents to be sent to any person whose address the Company is not aware or to
more than one of the joint holders of any shares or debentures.

       

      153.         Subject
to due compliance with all applicable Statutes, rules and regulations,
including, without limitation, the rules of the Designated Stock Exchange, and
to obtaining all necessary consents, if any, required thereunder, the
requirements of Article 152 shall be deemed satisfied in relation to any person
by sending to the person in any manner not prohibited by the Statutes, a summary
financial statement derived from the Company’s annual accounts and the
directors’ report which shall be in the form and containing the information
required by applicable laws and regulations, provided that any person who is
otherwise entitled to the annual financial statements of the Company and the
directors’ report thereon may, if he so requires by notice in writing served on
the Company, demand that the Company sends to him, in addition to a summary
financial statement, a complete printed copy of the Company’s annual financial
statement and the directors’ report thereon.

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      154.         The
requirement to send to a person referred to in Article 152 the documents
referred to in that article or a summary financial report in accordance with
Article 153 shall be deemed satisfied where, in accordance with all applicable
Statutes, rules and regulations, including, without limitation, the rules of the
Designated Stock Exchange, the Company publishes copies of the documents
referred to in Article 152 and, if applicable, a summary financial report
complying with Article 153, on the Company’s computer network or in any other
permitted manner (including by sending any form of electronic communication),
and that person has agreed or is deemed to have agreed to treat the publication
or receipt of such documents in such manner as discharging the Company’s
obligation to send to him a copy of such documents.

       

      AUDIT

       

      155.         Subject
to applicable law and rules of the Designated Stock Exchange:

       

       155.1      At
the annual general meeting or at a subsequent extraordinary general meeting in
each year, the Members shall appoint an auditor to audit the accounts of the
Company and such auditor shall hold office until the Members appoint another
auditor.  Such auditor may be a Member but no Director or officer or
employee of the Company shall, during his continuance in office, be eligible to
act as an auditor of the Company.

       

       155.2      A
person, other than a retiring Auditor, shall not be capable of being appointed
Auditor at an annual general meeting unless notice in writing of an intention to
nominate that person to the office of Auditor has been given not less than
fourteen (14) days before the annual general meeting and furthermore, the
Company shall send a copy of any such notice to the retiring
Auditor.

       

       155.3   
  The Members may, at any general meeting convened and held in
accordance with these Articles, by ordinary resolution remove the Auditor at any
time before the expiration of his term of office and shall by ordinary
resolution at that meeting appoint another Auditor in his stead for the
remainder of his term.

       

      156.         Subject
to the Law the accounts of the Company shall be audited at least once in every
year.

       

      157.         The
remuneration of the Auditor shall be fixed by the Board.

       

      158.         If
the office of auditor becomes vacant by the resignation or death of the Auditor,
or by his becoming incapable of acting by reason of illness or other disability
at a time when his services are required, the Directors shall fill the vacancy
and determine the remuneration of such Auditor.

       

      159.         The
Auditor shall at all reasonable times have access to all books kept by the
Company and to all accounts and vouchers relating thereto; and he may call on
the Directors or officers of the Company for any information in their possession
relating to the books or affairs of the Company.

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      160.         The
statement of income and expenditure and the balance sheet provided for by these
Articles shall be examined by the Auditor and compared by him with the books,
accounts and vouchers relating thereto; and he shall make a written report
thereon stating whether such statement and balance sheet are drawn up so as to
present fairly the financial position of the Company and the results of its
operations for the period under review and, in case information shall have been
called for from Directors or officers of the Company, whether the same has been
furnished and has been satisfactory. The financial statements of the Company
shall be audited by the Auditor in accordance with generally accepted auditing
standards. The Auditor shall make a written report thereon in accordance with
generally accepted auditing standards and the report of the Auditor shall be
submitted to the Members in general meeting. The generally accepted auditing
standards referred to herein may be those of a country or jurisdiction other
than the Cayman Islands. If so, the financial statements and the report of the
Auditor should disclose this act and name such country or
jurisdiction.

       

      NOTICES

       

      161.         Any
Notice or document, whether or not, to be given or issued under these Articles
from the Company to a Member shall be in writing or by cable, telex or facsimile
transmission message or other form of electronic transmission or communication
and any such Notice and document may be served or delivered by the Company on or
to any Member either personally or by sending it through the post in a prepaid
envelope addressed to such Member at his registered address as appearing in the
Register or at any other address supplied by him to the Company for the purpose
or, as the case may be, by transmitting it to any such address or transmitting
it to any telex or facsimile transmission number or electronic number or address
or website supplied by him to the Company for the giving of Notice to him or
which the person transmitting the notice reasonably and bona fide believes at
the relevant time will result in the Notice being duly received by the Member or
may also be served by advertisement in appropriate newspapers in accordance with
the requirements of the Designated Stock Exchange or, to the extent permitted by
the applicable laws, by placing it on the Company’s website and giving to the
member a notice stating that the notice or other document is available there (a
“notice of availability”). The notice of availability may be given to the Member
by any of the means set out above. In the case of joint holders of a share all
notices shall be given to that one of the joint holders whose name stands first
in the Register and notice so given shall be deemed a sufficient service on or
delivery to all the joint holders.

       

      162.         Any
Notice or other document:

       

      (a)           if
served or delivered by post, shall where appropriate be sent by airmail and
shall be deemed to have been served or delivered on the day following that on
which the envelope containing the same, properly prepaid and addressed, is put
into the post; in proving such service or delivery it shall be sufficient to
prove that the envelope or wrapper containing the notice or document was
properly addressed and put into the post and a certificate in writing signed by
the Secretary or other officer of the Company or other person appointed by the
Board that the envelope or wrapper containing the notice or other document was
so addressed and put into the post shall be conclusive evidence
thereof,

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      (b)           if
sent by electronic communication, shall be deemed to be given on the day on
which it is transmitted from the server of the Company or its agent. A notice
placed on the Company’s website is deemed given by the Company to a Member on
the day following that on which a notice of availability is deemed served on the
Member; and

       

      (c)           if
served or delivered in any other manner contemplated by these Articles, shall be
deemed to have been served or delivered at the time of personal service or
delivery or, as the case may be, at the time of the relevant dispatch or
transmission; and in proving such service or delivery a certificate in writing
signed by the Secretary or other officer of the Company or other person
appointed by the Board as to the act and time of such service, delivery,
dispatch or transmission shall be conclusive evidence thereof.

       

      163.         163.1       Any
Notice or other document delivered or sent by post to or left at the registered
address of any Member in pursuance of these Articles shall, notwithstanding that
such Member is then dead or bankrupt or that any other event has occurred, and
whether or not the Company has notice of the death or bankruptcy or other event,
be deemed to have been duly served or delivered in respect of any share
registered in the name of such Member as sole or joint holder unless his name
shall, at the time of the service or delivery of the notice or document, have
been removed from the Register as the holder of the share, and such service or
delivery shall for all purposes be deemed a sufficient service or delivery of
such Notice or document on all persons interested (whether jointly with or as
claiming through or under him) in the share.

       

       163.2      A
notice may be given by the Company to the person entitled to a share in
consequence of the death, mental disorder or bankruptcy of a Member by sending
it through the post in a prepaid letter, envelope or wrapper addressed to him by
name, or by the title of representative of the deceased, or trustee of the
bankrupt, or by any like description, at the address, if any, supplied for the
purpose by the person claiming to be so entitled, or (until such an address has
been so supplied) by giving the notice in any manner in which the same might
have been given if the death, mental disorder or bankruptcy had not
occurred.

       

       163.3      Any
person who by operation of law, transfer or other means whatsoever shall become
entitled to any share shall be bound by every notice in respect of such share
which prior to his name and address being entered on the Register shall have
been duly given to the person from whom he derives his title to such
share.

       

      SIGNATURES

       

      164.         For
the purposes of these Articles, a cable or telex or facsimile or electronic
transmission message purporting to come from a holder of shares or, as the case
may be, a Director, or, in the case of a corporation which is a holder of shares
from a director or the secretary thereof or a duly appointed attorney or duly
authorized representative thereof for it and on its behalf, shall in the absence
of express evidence to the contrary available to the person relying thereon at
the relevant time be deemed to be a document or instrument in writing signed by
such holder or Director in the terms in which it is received.

       

      WINDING
UP

       

      165.         The
Board shall have power in the name and on behalf of the Company to present a
petition to the court for the Company to be wound up. A resolution that the
Company be wound up by the court or be wound up voluntarily shall be a special
resolution.

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      166.         166.1       Subject
to any special rights, privileges or restrictions as to the distribution of
available surplus assets on liquidation for the time being attached to any class
or classes of shares (i) if the Company shall be wound up and the assets
available for distribution amongst the Members of the Company shall be more than
sufficient to repay the whole of the capital paid up at the commencement of the
winding up, the excess shall be distributed pari passu amongst such members in
proportion to the amount paid up on the shares held by them respectively and
(ii) if the Company shall be wound up and the assets available for distribution
amongst the Members as such shall be insufficient to repay the whole of the
paid-up capital such assets shall be distributed so that, a nearly as may be,
the losses shall be borne by the Members in proportion to the capital paid up,
or which ought to have been paid up, at the commencement of the winding up on
the shares held by them respectively.

       

       166.2      If
the Company shall be wound up (whether the liquidation is voluntary or by the
court) the liquidator may, with the authority of a special resolution and any
other sanction required by the Law, divide among the Members in specie or kind
the whole or any part of the assets of the Company and whether or not the assets
shall consist of properties of one kind or shall consist of properties to be
divided as aforesaid of different kinds, and may for such purpose set such value
as he deems fair upon any one or more class or classes of property and may
determine how such division shall be carried out as between the Members or
different classes of Members. The liquidator may, with the like authority, vest
any part of the assets in trustees upon such trusts for the benefit of the
Members as the liquidator with the like authority shall think fit, and the
liquidation of the Company may be closed and the Company dissolved, but so that
no contributory shall be compelled to accept any shares or other property in
respect of which there is a liability.

       

       166.3      In
the event of winding-up of the Company in the People’s Republic of China, every
Member of the Company who is not for the time being in the People’s Republic of
China shall be bound, within 14 days after the passing of an effective
resolution to wind up the Company voluntarily, or the making of an order for the
winding-up of the Company, to serve notice in writing on the Company appointing
some person resident in the People’s Republic of China and stating that person’s
full name, address and occupation upon whom all summonses, notices, process,
orders and judgments in relation to or under the winding-up of the Company may
be served, and in default of such nomination the liquidator of the Company shall
be at liberty on behalf of such Member to appoint some such person, and service
upon any such appointee, whether appointed by the Member or the liquidator,
shall be deemed to be good personal service on such Member for all purposes,
and, where the liquidator makes any such appointment, he shall with all
convenient speed give notice thereof to such Member by advertisement as he shall
deem appropriate or by a registered letter sent through the post and addressed
to such Member at his address as appearing in the register, and such notice
shall be deemed to be service on the day following that on which the
advertisement first appears or the letter is posted.

       

      INDEMNITY

       

      167.         167.1       The
Directors, Secretary and other officers and every Auditor for the time being of
the Company and the liquidator or trustees (if any) for the time being acting in
relation to any of the affairs of the Company and everyone of them, and everyone
of their heirs, executors and administrators, shall be indemnified and secured
harmless out of the assets and profits of the Company from and against all
actions, costs, charges, losses, damages and expenses which they or any of them,
their or any of their heirs, executors or administrators, shall or may incur or
sustain by or by reason of any act done, concurred in or omitted in or about the
execution of their duty, or supposed duty, in their respective offices or
trusts; and none of them shall be answerable for the acts, receipts, neglects or
defaults of the other or others of them or for joining in any receipts for the
sake of conformity, or for any bankers or other persons with whom any moneys or
effects belonging to the Company shall or may be lodged or deposited for safe
custody, or for insufficiency or deficiency of any security upon which any
moneys of or belonging to the Company shall be placed out on or invested, or for
any other loss, misfortune or damage which may happen in the execution of their
respective offices or trusts, or in relation thereto; PROVIDED THAT this
indemnity shall not extend to any matter in respect of any fraud or dishonesty
which may attach to any of said persons.

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

       167.2      Each
Member agrees to waive any claim or right of action he might have, whether
individually or by or in the right of the Company, against any Director on
account of any action taken by such Director, or the failure of such Director to
take any action in the performance of his duties with or for the Company;
PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud
or dishonesty which may attach to such Director.

       

      AMENDMENT TO MEMORANDUM AND
ARTICLES OF ASSOCIATION

      AND NAME OF
COMPANY

       

      168.         No
Article shall be rescinded, altered or amended and no new Article shall be made
until the same has been approved by an ordinary resolution of the Members. An
ordinary resolution shall be required to alter the provisions of the Memorandum
of Association or to change the name of the Company.

       

      INFORMATION

       

      169.         No
Member shall be entitled to require discovery of or any information respecting
any detail of the Company’s trading or any matter which is or may be in the
nature of a trade secret or secret process which may relate to the conduct of
the business of the Company and which in the opinion of the Directors it will be
inexpedient in the interests of the members of the Company to communicate to the
public.

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

         

      

    

    SCHEDULE
P

    

      REGISTRATION
RIGHTS AGREEMENT

       

      This
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as
of ___________ __, 2009, among the following persons:

       

      (A)          [AUTOCHINA
GROUP LIMITED OR SUCH OTHER NAME TO BE APPROVED BY SCAC] F/K/A SPRING CREEK
ACQUISITION CORP., a corporation duly organized and existing under the laws of
the Cayman Islands (the “Company”); and

       

      (B)           HONEST
BEST INT’L LTD, a company incorporated and existing under the laws of the
British Virgin Islands (“FounderCo”).

       

      RECITALS

       

      WHEREAS,
the Company desires to purchase all of FounderCo’s ownership of capital stock of
AutoChina (as defined in the Share Exchange Agreement), in consideration for
certain Ordinary Shares of the Company, US$0.001 par value with the rights,
privileges, restrictions and conditions set out in the New SCAC Articles (as
defined in the Share Exchange Agreement) (the “Ordinary Shares”), on the
terms and conditions set forth in that certain Share Exchange Agreement, dated
_________ __, 2009 by and among the Company, FounderCo, AutoChina, and certain
other parties (the “Share
Exchange Agreement”); and

       

      WHEREAS,
the Share Exchange Agreement provides that the execution and delivery of this
Agreement by each of the Company and FounderCo shall be a condition precedent to
the consummation of the transactions contemplated in the Share Exchange
Agreement.

       

      NOW,
THEREFORE, in consideration of the mutual promises, covenants and conditions
hereinafter set forth, the Parties hereto agree as follows:

       

      AGREEMENT

       

      1.       
    DEFINITIONS.

       

      1.1           Certain Defined
Terms.  As used in this Agreement, the following terms shall
have the following respective meanings:

       

      “Affiliate” shall have the
meaning set forth in the Share Exchange Agreement.

       

      “Board” shall have the meaning
set forth in the Share Exchange Agreement.

       

      “Business Day” or “business day” shall have the
meaning set forth in the Share Exchange Agreement.

       

      “Closing Date” shall have the
meaning set forth in the Share Exchange Agreement.

       

      “Person” or “person” shall have the meaning
set forth in the Share Exchange Agreement.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      “PRC” shall have the meaning
set forth in the Share Exchange Agreement.

       

      “Securities Act” shall have the
meaning set forth in the Share Exchange Agreement.

       

      “Subsidiary” or “subsidiary” shall have the
meaning set forth in the Share Exchange Agreement.

       

      2.     
      REGISTRATION
RIGHTS.

       

      2.1          Applicability of
Rights.  Subject to Section 5.09 of the Share Exchange
Agreement, the Holders shall be entitled to the following rights with respect to
any potential public offering of the Company’s Ordinary Shares in the United
States and shall be entitled to reasonably analogous or equivalent rights with
respect to any other offering of the Company's securities in any other
jurisdiction in which the Company undertakes to publicly offer or list such
securities for trading on a recognized securities exchange.

       

      2.2          Definitions.  For
purposes of this Section 2:

       

      (a)           Exchange
Act.  The term “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended, and any successor
statute.

       

      (b)           Form
F-3.  The term “Form F-3” shall mean such
respective form under the Securities Act as is in effect on the date hereof or
any successor registration form under the Securities Act subsequently adopted by
the SEC which permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC.

       

      (c)           Form
S-3.  The term “Form S-3” shall mean such form
under the Securities Act as in effect on the date hereof or any successor or
similar registration form under the Securities Act subsequently adopted by the
SEC which permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC.

       

      (d)           Holder.  For
purposes of this Section 2, the term “Holder” shall mean any person
owning or having the rights to acquire Registrable Securities or any permitted
assignee of record of such Registrable Securities to whom rights under this
Section 2 have been duly assigned in accordance with this
Agreement.

       

      (e)           Registration.  The
terms “register,” “registered,” and “registration” refer to a
registration effected by preparing and filing a registration statement which is
in a form which complies with, and is declared effective by the SEC (as defined
below) in accordance with, the Securities Act.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (f)           Registrable
Securities.  The term “Registrable Securities” shall
mean: (1) any Ordinary Shares of the Company issued to FounderCo under the Share
Exchange Agreement; (2) any Ordinary Shares of the Company issued (or issuable
upon the conversion or exercise of any warrant, right or other security which is
issued) as a dividend or other distribution with respect to, or in exchange for
or in replacement of, any Ordinary Shares described in clause (1) of this
subsection (f); and (3) any securities issued or issuable upon any stock split,
combination, recapitalization or similar event with respect to any Ordinary
Shares described in clause (1) and (2) of this subsection
(f).  Notwithstanding the foregoing, “Registrable Securities” shall
exclude any Registrable Securities sold by a person in a transaction in which
rights under this Section 2 are not assigned in accordance with this Agreement,
and any Registrable Securities which are sold in a registered public offering
under the Securities Act or analogous statute of another jurisdiction, or sold
pursuant to Rule 144, Regulation S or another exemption from registration under
the Securities Act or analogous rule of another jurisdiction.

       

      (g)           Registrable Securities Then
Outstanding.  The number of shares of “Registrable Securities then
outstanding” shall mean the number of Ordinary Shares of the Company that
are Registrable Securities and are then issued and outstanding.

       

      (h)           Registration
Expenses.  The term “Registration Expenses” shall
mean all expenses incurred by the Company in complying with Sections 2.3, 2.4,
or 2.5 hereof, including, without limitation, all registration and filing fees,
printing expenses, fees, and disbursements of counsel for the Company,
reasonable fees and disbursements of counsel for the Holders, Blue Sky fees and
expenses and the expense of any special audits incident to or required by any
such registration (but excluding the compensation of regular employees of the
Company which shall be paid in any event by the Company).

       

      (i)        
   SEC.  The
term “SEC” or “Commission” shall mean the
U.S. Securities and Exchange Commission.

       

      (j)      
     Selling
Expenses.  The term “Selling Expenses” shall mean
all underwriting discounts and selling commissions applicable to the sale of
Registrable Securities pursuant to Sections 2.3, 2.4, or 2.5
hereof.

       

      (k)           For
purposes of this Agreement, reference to registration of securities under the
Securities Act and the Exchange Act shall be deemed to mean the equivalent
registration in a jurisdiction other than the United States as designated by
such Holders, it being understood and agreed that in each such case all
references in this Agreement to the Securities Act, the Exchange Act and rules,
forms of registration statements and registration of securities thereunder, U.S.
law and the SEC, shall be deemed to refer, to the equivalent statutes, rules,
forms of registration statements, registration of securities and laws of and
equivalent government authority in the applicable non-U.S.
jurisdiction.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      2.3          Demand
Registration.

       

      (a)           Request by
Holders.  If the Company shall, at any time after six (6)
months following the date hereof, receive a written request from the Holders of
at least fifty percent (50%) of the Registrable Securities then outstanding that
the Company file a registration statement under the Securities Act covering the
registration of no less than fifty percent (50%) of such Holders’ Registrable
Securities pursuant to this Section 2.3 (or a lesser percentage if the
anticipated gross proceeds from the offering shall exceed US$15,000,000), then
the Company shall, within ten (10) business days of the receipt of such written
request, give written notice of such request (“Request Notice”) to all
Holders, and use commercially reasonable efforts to effect, as soon as
practicable, the registration under the Securities Act of all Registrable
Securities that the Holders request to be registered and included in such
registration by written notice given by such Holders to the Company within
twenty (20) days after receipt of the Request Notice, subject only to the
limitations of this Section 2.3; provided that the Company shall not be
obligated to effect any such registration if the Company has, within the six (6)
month period preceding the date of such request, already effected a registration
under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which
the Holders had an opportunity to participate pursuant to the provisions of
Section 2.4, other than a registration from which the Registrable Securities of
the Holders have been excluded (with respect to all or any portion of the
Registrable Securities the Holders requested be included in such registration)
pursuant to the provisions of Section 2.4(a).

       

      (b)           Underwriting.  If
the Holders initiating the registration request under this Section 2.3 (the
“Initiating Holders”)
intend to distribute the Registrable Securities covered by their request by
means of an underwriting, then they shall so advise the Company as a part of
their request made pursuant to this Section 2.3 and the Company shall include
such information in the Request Notice.  In such event, the right of
any Holder to include its Registrable Securities in such registration shall be
conditioned upon such Holder's participation in such underwriting and the
inclusion of such Holder’s Registrable Securities in the underwriting (unless
otherwise mutually agreed by a majority in interest of the Initiating Holders
and such Holder) to the extent provided herein.  All Holders proposing
to distribute their securities through such underwriting shall enter into an
underwriting agreement in customary form with the managing underwriter or
underwriters selected for such underwriting by the Holders of a majority of the
Registrable Securities being registered and reasonably acceptable to the
Company.  Notwithstanding any other provision of this Section 2.3, if
the underwriter(s) advise(s) the Company in writing that marketing factors
require a limitation of the number of securities to be underwritten, then the
Company shall so advise all Holders of Registrable Securities which would
otherwise be registered and underwritten pursuant hereto, and the number of
Registrable Securities that may be included in the underwriting shall be reduced
as required by the underwriter(s) and allocated among the Holders of Registrable
Securities on a pro rata basis according to the number of Registrable Securities
then outstanding held by each Holder requesting registration (including the
Initiating Holders); provided, however, that the number of shares of Registrable
Securities to be included in such underwriting and registration shall not be
reduced unless all other securities are first entirely excluded from the
underwriting and registration including, without limitation, all shares that are
not Registrable Securities and are held by any other person, including, without
limitation, any person who is an employee, officer or director of the Company or
any subsidiary of the Company; provided further, that at least twenty percent
(20%) of shares of Registrable Securities requested by the Holders to be
included in such underwriting and registration shall be so
included.  If any Holder disapproves of the terms of any such
underwriting, such Holder may elect to withdraw therefrom by written notice to
the Company and the underwriter(s), delivered at least ten (10) business days
prior to the effective date of the registration statement.  Any
Registrable Securities excluded or withdrawn from such underwriting shall be
excluded and withdrawn from the registration.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      (c)           Maximum Number of Demand
Registrations.  The Company shall not be obligated to effect
more than one (1) such demand registrations pursuant to this Section
2.3.

       

      (d)           Deferral.  Notwithstanding
the foregoing, if the Company shall furnish to Holders requesting registration
pursuant to this Section 2.3, a certificate signed by the President or Chief
Executive Officer of the Company stating that in the good faith judgment of the
Board, it would be materially detrimental to the Company and its shareholders
for such registration statement to be filed at such time, then the Company shall
have the right to defer such filing for a period of not more than ninety (90)
days after receipt of the request of the Initiating Holders; provided, however, that the
Company may not utilize this right more than once in any twelve (12) month
period.

       

      2.4          Piggyback
Registrations.

       

      (a)           The
Company shall notify all Holders of Registrable Securities in writing at least
thirty (30) days prior to filing any registration statement under the Securities
Act for purposes of effecting a public offering of securities of the Company
(including, but not limited to, registration statements relating to secondary
offerings of securities of the Company, but excluding registration statements
relating to any registration under Section 2.3 or Section 2.5 of this Agreement
or to any employee benefit plan or a corporate reorganization or other Rule 145
transaction, an offer and sale of debt securities, or a registration on any
registration form that does not permit secondary sales), and shall afford each
such Holder an opportunity to include in such registration statement all or any
part of the Registrable Securities then held by such Holder.  Each
Holder desiring to include in any such registration statement all or any part of
the Registrable Securities held by it shall within twenty (20) days after
receipt of the above described notice from the Company, so notify the Company in
writing, and in such notice shall inform the Company of the number of
Registrable Securities such Holder wishes to include in such registration
statement.  If a Holder decides not to include all of its Registrable
Securities in any registration statement thereafter filed by the Company, such
Holder shall nevertheless continue to have the right to include any Registrable
Securities in any subsequent registration statement or registration statements
as may be filed by the Company with respect to offerings of its securities, all
upon the terms and conditions set forth herein.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      (b)           Underwriting.  If
a registration statement under which the Company gives notice under this Section
2.4 is for an underwritten offering, then the Company shall so advise the
Holders of Registrable Securities.  In such event, the right of any
such Holder's Registrable Securities to be included in a registration pursuant
to this Section 2.4 shall be conditioned upon such Holder’s participation in
such underwriting and the inclusion of such Holder's Registrable Securities in
the underwriting to the extent provided herein.  All Holders proposing
to distribute their Registrable Securities through such underwriting shall enter
into an underwriting agreement in customary form with the managing underwriter
or underwriters selected for such underwriting.  Notwithstanding any
other provision of this Agreement but subject to the Section 5.09 of the Share
Exchange Agreement, if the managing underwriter(s) determine(s) in good faith
that marketing factors require a limitation of the number of shares to be
underwritten, then the managing underwriter(s) may exclude shares from the
registration and the underwriting, and the number of shares that may be included
in the registration and the underwriting shall be allocated, first, to the
Company, second, to each of the Holders requesting inclusion of their
Registrable Securities in such registration statement on a pro rata basis based
on the total number of shares of Registrable Securities then held by each such
Holder, and third, to holders of other securities of the Company; provided, however, that the
right of the underwriter(s) to exclude shares (including Registrable Securities)
from the registration and underwriting as described above shall be restricted so
that (i) the number of Registrable Securities included in any such registration
is not reduced below thirty percent (30%) of the aggregate number of shares of
Registrable Securities for which inclusion has been requested; and (ii) all
shares that are not Registrable Securities and are held by any other person,
including, without limitation, any person who is an employee, officer or
director of the Company (or any subsidiary of the Company) shall first be
excluded from such registration and underwriting before any Registrable
Securities are so excluded unless otherwise approved by the majority of the
Holders of the Registrable Securities in writing.  If any Holder
disapproves of the terms of any such underwriting, such Holder may elect to
withdraw therefrom by written notice to the Company and the underwriter(s),
delivered at least ten (10) business days prior to the effective date of the
registration statement.  Any Registrable Securities excluded or
withdrawn from such underwriting shall be excluded and withdrawn from the
registration.

       

      (c)           Limit on Piggyback
Registration.  There shall be no limit on the number of times
the Holders may request the inclusion of Registrable Securities in a
Company-initiated registration under this Section 2.4; provided that the Company
has no obligation to initiate any such registration.

       

      (d)           Right to Terminate
Registration.  The Company shall have the right to terminate or
withdraw any registration initiated by it under this Section 2.4 prior to the
effectiveness of such registration whether or not any Holder has requested to
include securities in such registration.  The expenses of such
withdrawn registration shall be borne by the Company in accordance with Section
2.6 hereof.

       

      2.5          Form F-3 and Form S-3
Registration.  In case the Company shall receive from any
Holder or Holders of a majority of all Registrable Securities then outstanding a
written request or requests that the Company effect a registration on Form F-3
or Form S-3 (or an equivalent registration in a jurisdiction outside of the
United States) and any related qualification or compliance with respect to all
or a part of the Registrable Securities owned by such Holder or Holders, then
the Company will:

       

      (a)           Notice.  Promptly
give written notice of the proposed registration and the Holder's or Holders’
request therefor, and any related qualification or compliance, to all other
Holders of Registrable Securities; and

       

      (b)           Registration.  As
soon as practicable, use its commercially reasonable efforts to effect such
registration and all such qualifications and compliances as may be so requested
and as would permit or facilitate the sale and distribution of all or such
portion of such Holders or Holders' Registrable Securities as are specified in
such request, together with all or such portion of the Registrable Securities of
any other Holder or Holders joining in such request as are specified in a
written request given within twenty (20) days after the Company provides the
notice contemplated by Section 2.5(a); provided, however, that the
Company shall not be obligated to effect any such registration, qualification or
compliance pursuant to this Section 2.5:


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      (i)      
     if Form F-3 or Form S-3 is not available for such
offering by the Holders;

       

      (ii)           if
the Holders, together with the holders of any other securities of the Company
entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at an aggregate price to the
public of less than US$2,000,000;

       

      (iii)          if
the Company shall furnish to the Holders a certificate signed by the President
or Chief Executive Officer of the Company stating that in the good faith
judgment of the Board, it would be materially detrimental to the Company and its
shareholders for such Form F-3 or Form S-3 Registration to be effected at such
time, in which event the Company shall have the right to defer the filing of the
Form F-3 or Form S-3 registration statement no more than once during any twelve
(12) month period for a period of not more than ninety (90) days after receipt
of the request of the Holder or Holders under this Section 2.5; provided that
the Company shall not register any of its other shares during such ninety (90)
day period;

       

      (iv)          if
the Company has, within the six (6) month period preceding the date of such
request, already effected a registration under the Securities Act other than a
registration from which the Registrable Securities of Holders have been excluded
(with respect to all or any portion of the Registrable Securities the Holders
requested be included in such registration) pursuant to the provisions of
Section 2.4(b); or

       

      (v)           in
any particular jurisdiction in which the Company would be required to qualify to
do business or to execute a general consent to service of process in effecting
such registration, qualification or compliance.

       

      (c)          Limit on Form F-3 or Form
S-3 Registration.  Except as otherwise provided herein, there
shall be no limit on the number of times the Holders may request registration of
Registrable Securities under this Section 2.5; provided that the Company shall
not be required to file more than one (1) Form F-3 or Form S-3 registration
statements in any twelve (12) month period.

       

      (d)          Underwriting.  If
the Holders of Registrable Securities requesting registration under this Section
2.5 intend to distribute the Registrable Securities covered by their request by
means of an underwriting, the provisions of Section 2.3(b) shall apply to such
registration.

       

      2.6          Expenses.  All
Registration Expenses incurred in connection with any registration pursuant to
Sections 2.3, 2.4, or 2.5 (but excluding Selling Expenses and expenses for the
special counsel of the selling Holders which are not included in the
Registration Expenses) shall be borne by the Company.  Each Holder
participating in a registration pursuant to Sections 2.3, 2.4, or 2.5 shall bear
such Holder’s proportionate share (based on the total number of shares sold in
such registration other than for the account of the Company) of all Selling
Expenses or other amounts payable to underwriter(s) or brokers, in connection
with such offering by the Holders.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      2.7          Obligations of the
Company.  Whenever required to effect the registration of any
Registrable Securities under this Agreement the Company shall, as expeditiously
as reasonably possible:

       

      (a)           Registration
Statement.  Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its commercially
reasonable efforts to cause such registration statement to become effective,
and, upon the request of the Holders of a majority of the Registrable Securities
registered thereunder, keep such registration statement effective for a period
of up to one hundred twenty (120) days or, in the case of Registrable Securities
registered under Form F-3 or Form S-3 in accordance with Rule 415 under the
Securities Act or a successor rule, for a period of up to ninety (90) days;
provided, however, that (i)
such one hundred twenty (120) day period shall be extended for a period of time
equal to the period any Holder refrains from selling any securities included in
such registration at the request of the underwriter(s), and (ii) in the case of
any registration of Registrable Securities on Form F-3 or Form S-3 which are
intended to be offered on a continuous or delayed basis, such ninety (90) day
period shall be extended, if necessary, to keep the registration statement
effective until all such Registrable Securities are sold.

       

      (b)           Amendments and
Supplements.  Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.

       

      (c)           Prospectuses.  Furnish
to the Holders such number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by them that are included in
such registration.

       

      (d)           Blue
Sky.  Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by the
Holders; provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions, unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act.

       

      (e)           Underwriting.  In
the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement in usual and customary form, with
the managing underwriter(s) of such offering.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      (f)           Notification.  Notify
each Holder of Registrable Securities covered by such registration statement at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act of (i) the issuance of any stop order by the SEC in respect
of such registration statement, or (ii) the happening of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing.

       

      (g)           Listing.  Cause
all such Registrable Securities registered pursuant hereunder to be listed on
each securities exchange on which similar securities issued by the Company are
then listed.

       

      (h)           CUSIP
Number.  Provide a transfer agent and registrar for all
Registrable Securities registered pursuant hereunder and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration.

       

      (i)           Opinion and Comfort
Letter.  Furnish, at the request of any Holder requesting
registration of Registrable Securities, on the date that such Registrable
Securities are delivered to the underwriter(s) for sale, if such securities are
being sold through underwriters, or, if such securities are not being sold
through underwriters, on the date that the registration statement with respect
to such securities becomes effective, (i) an opinion, dated as of such date, of
the counsel representing the Company for the purposes of such registration, in
form and substance as is customarily given to underwriters in an underwritten
public offering and reasonably satisfactory to a majority in interest of the
Holders requesting registration, addressed to the underwriters, if any, and (ii)
letters dated as of (x) the effective date of the registration statement
covering such Registrable Securities and (y) the closing date of the offering
from the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering and reasonably satisfactory to a
majority in interest of the Holders requesting registration, addressed to the
underwriters, if any.

       

      2.8          Furnish
Information.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to Sections 2.3, 2.4, or
2.5 that the selling Holders shall furnish to the Company such information
regarding themselves, the Registrable Securities held by them and the intended
method of disposition of such securities as shall be required to timely effect
the Registration of their Registrable Securities.

       

      2.9          Indemnification.  In
the event any Registrable Securities are included in a registration statement
under Sections 2.3, 2.4, or 2.5:

       

      (a)           By the
Company.  To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, its partners, officers, directors,
legal counsel, any underwriter (as defined in the Securities Act) for such
Holder and each person, if any, who controls such Holder or underwriter within
the meaning of the Securities Act or the Exchange Act, against any losses,
claims, damages, or liabilities (joint or several) to which they may become
subject under the Securities Act, the Exchange Act, or applicable securities
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a “Violation”):


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      (i)           any
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements
thereto;

       

      (ii)           the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading;
or

       

      (iii)          any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any United States federal or state securities law, or any rule or
regulation promulgated under the Securities Act, the Exchange Act, or any United
States federal or any applicable securities laws in connection with the offering
covered by such registration statement;

       

      and the
Company will reimburse each such Holder, its partner, officer, director, legal
counsel, underwriter or controlling person for any legal or other expenses
reasonably incurred by them, as incurred, in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this subSection 2.9(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by such Holder, or any partner, officer, director, legal
counsel, underwriter or controlling person of such Holder.

       

      (b)           By Selling
Holders.  To the extent permitted by law, each selling Holder
will, if Registrable Securities held by Holder are included in the securities as
to which such registration qualifications or compliance is being effected,
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Securities Act, any underwriter
and any other Holder selling securities under such registration statement or any
of such other Holder's partners, directors, officers, legal counsel or any
person who controls such Holder within the meaning of the Securities Act or the
Exchange Act, against any losses, claims, damages or liabilities (joint or
several) to which the Company or any such director, officer, legal counsel,
controlling person, underwriter or other such Holder, partner or director,
officer or controlling person of such other Holder may become subject under the
Securities Act, the Exchange Act or other applicable securities law, insofar as
such losses, claims, damages or liabilities (or actions in respect thereto)
arise out of or are based upon any Violation, in each case to the extent (and
only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by such Holder expressly for use
in connection with such registration; and each such Holder will reimburse any
legal or other expenses reasonably incurred by the Company or any such director,
officer, controlling person, underwriter or other Holder, partner, officer,
director or controlling person of such other Holder in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the
indemnity agreement contained in this Section 2.9(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; and provided, further, that in no event shall any
indemnity under this Section 2.9(b) exceed the net proceeds received by such
Holder in the registered offering out of which the applicable Violation
arises.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      (c)           Notice.  Promptly
after receipt by an indemnified party under this Section 2.9 of notice of the
commencement of any action (including any governmental action), such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 2.9, deliver to the indemnifying party a written notice
of the commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential conflict of interests between such
indemnified party and any other party represented by such counsel in such
proceeding.  The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall
relieve such indemnifying party of liability to the indemnified party under this
Section 2.9 to the extent the indemnifying party is prejudiced as a result
thereof, but the omission to so deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 2.9.

       

      (d)           Contribution.  In
order to provide for just and equitable contribution to joint liability under
the Securities Act in any case in which either (i) any indemnified party makes a
claim for indemnification pursuant to this Section 2.9 but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 2.9 provides for indemnification in
such case, or (ii) contribution under the Securities Act may be required on the
part of any indemnified party in circumstances for which indemnification is
provided under this Section 2.9; then, and in each such case, the indemnified
party and the indemnifying party will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (after contribution
from others) in such proportion so that a Holder (together with its related
persons) is responsible for the portion represented by the percentage that the
public offering price of its Registrable Securities offered by and sold under
the registration statement bears to the public offering price of all securities
offered by and sold under such registration statement, and the Company and other
selling Holders are responsible for the remaining portion.  The
relative fault of the indemnifying party and of the indemnified party shall be
determined by a court of law by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission;
provided, however, that, in any
such case: (A) no Holder will be required to contribute any amount in excess of
the net proceeds to such Holder from the sale of all such Registrable Securities
offered and sold by such Holder pursuant to such registration statement; and (B)
no person or entity guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from
any person or entity who was not guilty of such fraudulent
misrepresentation.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      (e)           Survival; Consents to
Judgments and Settlements.  The obligations of the Company and
Holders under this Section 2.9 shall survive the completion of any offering of
Registrable Securities in a registration statement, regardless of the expiration
of any statutes of limitation or extensions of such statutes.  No
indemnifying party, in the defense of any such claim or litigation, shall,
except with the consent of each indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or
litigation.

       

      2.10       Termination of the Company’s
Obligations.  The Company’s obligations under Sections 2.3,
2.4, or 2.5 with respect to any Registrable Securities proposed to be sold by a
Holder in a registration pursuant to Sections 2.3, 2.4, or 2.5 shall terminate
on the earlier of the (i) third (3rd)
anniversary of the Closing Date, or (ii) date in which all of the Registrable
Securities may be sold by the Holders without registration pursuant to Rule 144
or 144A.

       

      2.11       Rule 144
Reporting.  With a view to making available to the Holders the
benefits of certain rules and regulations of the SEC which may at any time
permit the sale of the Registrable Securities to the public without registration
or pursuant to a registration on Form F-3 or Form S-3, after such time as a
public market exists for the Ordinary Shares, the Company agrees
to:

       

      (a)           Make
and keep public information available, as those terms are understood and defined
in Rule 144 under the Securities Act, at all times after the effective date of
the first registration under the Securities Act filed by the Company for an
offering of its securities to the general public;

       

      (b)           File
with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act (at any time after it has
become subject to such reporting requirements); and

       

      (c)           So
long as a Holder owns any Registrable Securities, to furnish to such Holder
forthwith upon request (i) a written statement by the Company as to its
compliance with the reporting requirements of Rule 144, the Securities Act and
the Exchange Act (at any time after it has become subject to such reporting
requirements), or its qualification as a registrant whose securities may be
resold pursuant to Form F-3 or Form S-3 (at any time after it so qualifies),
(ii) a copy of the most recent annual or quarterly report of the Company, and
(iii) such other reports and documents of the Company as a Holder may reasonably
request in availing itself of any rule or regulation of the SEC that permits the
selling of any such securities without registration or pursuant to Form F-3 or
Form S-3.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      3.           MISCELLANEOUS.

       

      3.1          Amendment.  This
Agreement may not be amended or modified except by an instrument in writing
signed by each of the Parties.

       

      3.2          Headings. The
headings contained in the Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of the
Agreement.

       

      3.3          Severability.  If
any term or other provision of the Agreement is invalid, illegal or incapable of
being enforced by any rule of law or public policy, all other conditions and
provisions of the Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner adverse to any Party.  Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the Parties shall negotiate in good faith to modify the
Agreement so as to effect the original intent of the Parties as closely as
possible in an acceptable manner to the end that transactions contemplated
hereby are fulfilled to the extent possible.

       

      3.4          Entire
Agreement.  The Agreement constitutes the entire agreement and
supersede all prior agreements and undertakings, both written and oral, between
the Parties with respect to the subject matter hereof and, except as otherwise
expressly provided herein, are not intended to confer upon any other person any
rights or remedies hereunder.

       

      3.5          Assignment of Registration
Rights.  A Holder may assign its rights under the Agreement to
a transferee or assignee of such securities with the prior written consent of
the Company, provided that: (a) the Company is furnished with written notice of
the name and address of such transferee or assignee and the securities with
respect to which such registration rights are being assigned; and (b) such
transferee or assignee agrees in writing to be bound by and subject to the terms
and conditions of the Agreement.

       

      3.6          Arbitration.

       

      (a)           Any
dispute, controversy or claim arising out of or relating to this Agreement, or
the interpretation, breach, termination or validity hereof, shall be resolved in
accordance with this Section 3.6.  Any dispute, controversy or claim
arising out of or relating to this Agreement, or the interpretation, breach,
termination or validity hereof, shall be initially be resolved through
consultation.  Such consultation shall begin immediately after one
Party hereto has delivered to the other Parties hereto a written request for
such consultation.  If within thirty (30) days following the date on
which such notice is given the dispute cannot be resolved, the dispute shall be
resolved by arbitration.

       

      (b)           The
arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong
International Arbitration Centre (the “Centre”).  There
shall be three arbitrators.  Each of the Company and FounderCo shall
each select one (1) arbitrator within thirty (30) days after giving or receiving
the demand for arbitration.  The Chairman of the Centre shall act as
the third arbitrator.  If the Parties to the dispute do not appoint an
arbitrator who has consented to participate within thirty (30) days after
selection of the first arbitrator, the relevant appointment shall be made by the
Chairman of the Centre.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      (c)           The
arbitration proceedings shall be conducted in English.  The
arbitration tribunal shall apply the UNCITRAL Arbitration Rules in effect at the
time of the arbitration.  However, if such rules are in conflict with
the provisions of this Section 3.6 including the provisions concerning the
appointment of arbitrators, the provisions of this Section 3.6 shall
prevail.

       

      (d)           The
arbitrators shall decide any dispute submitted by the Parties to the arbitration
strictly in accordance with the substantive law of the State of New York and
shall not apply any other substantive law, except to the extent required by the
terms of the Agreement.

       

      (e)           Each
Party hereto shall cooperate with the others in making full disclosure of and
providing complete access to all information and documents requested by the
others in connection with such arbitration proceedings, subject only to any
confidentiality obligations binding on such Party.

       

      (f)       
    The award of the arbitration tribunal shall be final and
binding upon the disputing Parties, and any Party may apply to a court of
competent jurisdiction for enforcement of such award.

       

      (g)           Each
Party shall cooperate and use their respective best efforts to take all actions
reasonably required to facilitate the prompt enforcement in the PRC or in any
other jurisdiction of any arbitration award made by the tribunal.

       

      (h)           A
Party shall be entitled to seek preliminary injunctive relief, if possible, from
any court of competent jurisdiction pending the constitution of the arbitral
tribunal.

       

      3.7          Waiver of
Immunity.  To the extent that each of the Parties (including
its \assignees of any such rights or obligations hereunder) may be entitled, in
any jurisdiction, to claim for itself (or himself or herself) or its revenues or
Assets and Properties, immunity from service of process, suit, the jurisdiction
of any court, an interlocutory order or injunction or the enforcement of the
same against its property in such court, attachment prior to judgment,
attachment in aid of execution of an arbitral award or judgment (interlocutory
or final) or any other legal process, and to the extent that, in any such
jurisdiction there may be attributed such immunity (whether claimed or not),
such Party hereby irrevocably waive such immunity.

       

      3.8          Governing
Law.  The Agreement shall be governed by, and construed in
accordance with, the law of the state of New York.

       

      3.9          Counterparts. This
Agreement may be executed in one or more counterparts, and by the different
Parties in separate counterparts, each of which when executed shall be deemed to
be an original but all of which when taken together shall constitute one and the
same agreement.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement as of the day and year herein above first
written.

       

      
        
          
            
              	
                      THE
      COMPANY:

                    
	 
      
	
                      SPRING
      CREEK ACQUISITION CORP.

                    
	 
      
	 
      	 
      
	
                      Name:

                    
	
                      Title:

                    
	 
      
	
                      FOUNDERCO:

                    
	 
      
	
                      HONEST
      BEST INT’L LTD

                    
	 
      
	 
      	 
      
	
                      Name:
      Wang Yan

                    
	
                      Title:
      Director

                    


            

          

        

      

       

      
        [SIGNATURE
PAGE TO REGISTRATION RIGHTS AGREEMENT]

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
Q

    


    VOTING
AGREEMENT

    
       

      THIS
VOTING AGREEMENT (this “Agreement”) is made
as of ______ __, 2009, by and among HONEST BEST INT’L LTD, a company
incorporated and existing under the laws of the British Virgin Islands (“FounderCo”) and
SPRING CREEK ACQUISITION CORP., (“SCAC,” which will be
renamed as [AutoChina Group Limited or such other name to be approved by SCAC]
effective as of the date hereof), a company incorporated and existing under the
laws of the Cayman Islands.

      


      RECITALS

       

      A.           SCAC,
AutoChina, FounderCo, and certain other parties entered into a Share Exchange
Agreement dated __________ __, 2009(the “Share Exchange
Agreement”), pursuant to which SCAC will, at the closing of the Share
Exchange Agreement, acquire from each AutoChina Shareholder all the shares it
holds in AutoChina, and as a part of consideration for such acquisition, issue
to each AutoChina Shareholder a certain number of SCAC Ordinary
Shares.  Unless otherwise defined herein, terms defined in the Share
Exchange Agreement shall have the same meaning where used in this
Agreement.

       

      B.           The
obligations of SCAC under the Share Exchange Agreement are conditioned, among
other things, upon the execution and delivery of this Agreement by
FounderCo.

       

      NOW,
THEREFORE, in consideration of the mutual premises and covenants set forth
herein, the parties hereto agree as follows:

       

      1.           Agreement to
Vote.  FounderCo hereby agrees, on behalf of itself and,
subject to Section 11(b) below, on behalf of any transferee or assignee of any
such SCAC Ordinary Shares owned or to be owned by it, to hold all such SCAC
Ordinary Shares registered in its name subject to, and to vote such SCAC
Ordinary Shares at regular or special meetings of shareholders and to give its
written consent with respect to such SCAC Ordinary Shares in accordance with,
the provisions of this Agreement.

       

      2.           Board Size and
Composition.  FounderCo shall vote at regular or special
meetings of shareholders, and to give its written consent with respect to, such
SCAC Ordinary Shares that it owns (or as to which it has voting power) to ensure
that the size of the board of directors of SCAC (the “Board”) and the board
of directors of AutoChina shall, during a period commencing from the date hereof
and ending December 31, 2011(the “Concerned Period”),
be set and remain at seven (7) directors, including two (2) persons nominated by
the AutoChina Shareholders’ Representative, two (2) persons nominated by the
SCAC Shareholders’ Representative and three (3) persons as independent
non-executive directors, provided that, the three (3) independent non-executive
director candidates who are actually nominated shall be mutually agreed upon by
the AutoChina Shareholders’ Representative and the SCAC Shareholders’
Representative.

       

      3.           Election of
Directors.

       

      (a)         Election of Non-Independent
Directors.  During the Concerned Period, FounderCo shall vote
at regular or special meetings of shareholders and give its written consent with
respect to, all the SCAC Ordinary Shares then owned by it (or as to which it
then has voting power) to elect two (2) persons nominated by the AutoChina
Shareholders’ Representative and two (2) persons nominated by the SCAC
Shareholders’ Representative.  Directors nominated by the AutoChina
Shareholders’ Representative and by the SCAC Shareholders’ Representative are
referred hereinafter as the “AutoChina Nominated
Directors” and the “SCAC Nominated
Directors,” respectively.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      (b)           Election of Independent
Non-executive Directors.  During the Concerned Period,
FounderCo shall vote at regular or special meetings of shareholders and give its
written consent with respect to, all the SCAC Ordinary Shares then owned by it
(or as to which it then has voting power) to elect three (3) individuals
nominated in accordance with Section 2 above to the Board as independent
non-executive directors or otherwise ensure that the Board, at all times during
the Concerned Period, includes three (3) independent non-executive directors
nominated in accordance with Section 2 above.  The independent
non-executive directors nominated in accordance with Section 2 above based on
the mutual agreement of the AutoChina Shareholders’ Representative and the SCAC
Shareholders’ Representative are referred to hereinafter as the “Independent Non-Executive
Directors.”

       

      4.         
  Removal;
Filling of Vacancies.


       

      (a) 
         Vacancies of Directors
Nominated by AutoChina Shareholders’ Representative.  Within
the Concerned Period, upon request by the AutoChina Shareholders’
Representative, FounderCo shall vote at regular or special meetings of
shareholders and give its written consent with respect to, all the SCAC Ordinary
Shares then owned by it (or as to which it then has voting power) to remove from
the Board any AutoChina Nominated Directors.  Subject to the
satisfaction of the requirements under Section 2 of this Agreement, FounderCo
further agrees to vote at regular or special meetings of shareholders and give
its written consent with respect to, all the SCAC Ordinary Shares then owned by
it (or as to which it then has voting power) to elect an individual nominated or
recommended (as the case may be) by the AutoChina Shareholders’ Representative
to fill any vacancy created by such removal.  In the event of the
resignation, death or disqualification of a AutoChina Nominated Director, the
AutoChina Shareholders’ Representative shall promptly nominate or, as the case
may be, recommend for nomination, a new director candidate in accordance with
Section 2, and FounderCo shall, subject to the satisfaction of the requirements
under Section 2 of this Agreement, promptly vote at regular or special meetings
of shareholders and give its written consent with respect to, all the SCAC
Ordinary Shares then owned by it (or as to which it then has voting power) to
elect such nominee to the Board.  Upon the written request of the
AutoChina Shareholders’ Representative, and without limiting the generality of
Section 7, SCAC shall use commercially reasonable efforts to cause, as promptly
as is possible and in compliance with the Current Articles, either a meeting of
shareholders to be held or a written consent of shareholders to be circulated,
in each case submitting to the vote or written consent of shareholders,
respectively, the proposed removal of such director and/or election of a
substitute director in lieu thereof in accordance with this
Agreement.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (b)           Vacancies of Directors
Nominated by SCAC Shareholders’ Representative.  During the
Concerned Period, upon request by the SCAC Shareholders’ Representative,
FounderCo shall vote at regular or special meetings of shareholders and give its
written consent with respect to, all the SCAC Ordinary Shares then owned by it
(or as to which it then has voting power) to remove from the Board any SCAC
Nominated Directors selected by the SCAC Shareholders’ Representative for such
removal.  Subject to the satisfaction of the requirements under
Section 2 of this Agreement, FounderCo further agrees to vote at regular or
special meetings of shareholders and give its written consent with respect to,
all the SCAC Ordinary Shares then owned by it (or as to which it then has voting
power) to elect an individual nominated or recommended (as the case may be) by
the SCAC Shareholders’ Representative to fill any vacancy created by such
removal.  In the event of the resignation, death or disqualification
of a SCAC Nominated Director, the SCAC Shareholders’ Representative shall
promptly nominate, or as the case may be, recommend for nomination, a new
director candidate in accordance with Section 2, and subject to the satisfaction
of the requirements under Section 2 of this Agreement, FounderCo shall promptly
vote at regular or special meetings of shareholders and give its written consent
with respect to, all the SCAC Ordinary Shares then owned by it (or as to which
it then has voting power) to elect such nominee to the Board.  Upon
the written request of the SCAC Shareholders’ Representative, and without
limiting the generality of Section 7, SCAC shall use commercially reasonable
efforts to cause, as promptly as is possible and in compliance with the Current
Articles, either a meeting of shareholders to be held or a written consent of
shareholders to be circulated, in each case submitting to the vote or written
consent of shareholders, respectively, the proposed removal of such director
and/or election of a substitute director in lieu thereof in accordance with this
Agreement.

       

      (c)           Vacancies of Directors
Nominated by the Mutual Agreement of the AutoChina Shareholders’ Representative
and the SCAC Shareholders’ Representative.  During the
Concerned Period, upon a request from each of the AutoChina Shareholders’
Representative and the SCAC Shareholders’ Representative, FounderCo shall vote
at regular or special meetings of shareholders and give its written consent with
respect to, all the SCAC Ordinary Shares then owned by it (or as to which it
then has voting power) to remove from the Board any Independent Non-Executive
Directors selected by each of the AutoChina Shareholders’ Representative and the
SCAC Shareholders’ Representative for such removal.  Subject to the
satisfaction of the requirements under Section 2 of this Agreement, FounderCo
further agrees to vote at regular or special meetings of shareholders and give
its written consent with respect to, all the SCAC Ordinary Shares then owned by
it (or as to which it then has voting power) to elect an individual nominated or
recommended (as the case may be) based on the mutual agreement of the AutoChina
Shareholders’ Representative and the SCAC Shareholders’ Representative to fill
any vacancy created by such removal.  In the event of the resignation,
death or disqualification of a Independent Non-Executive Director, the AutoChina
Shareholders’ Representative and the SCAC Shareholders’ Representative shall
promptly nominate, or as the case may be, recommend for nomination, a new
director candidate in accordance with Section 2, and subject to the satisfaction
of the requirements under Section 2 of this Agreement, FounderCo shall promptly
vote at regular or special meetings of shareholders and give its written consent
with respect to, all the SCAC Ordinary Shares then owned by it (or as to which
it then has voting power) to elect such nominee to the Board.  Upon
the written request of each of the AutoChina Shareholders’ Representative and
the SCAC Shareholders’ Representative, and without limiting the generality of
Section 7, SCAC shall use commercially reasonable efforts to cause, as promptly
as is possible and in compliance with the Current Articles, either a meeting of
shareholders to be held or a written consent of shareholders to be circulated,
in each case submitting to the vote or written consent of shareholders,
respectively, the proposed removal of such director and/or election of a
substitute director in lieu thereof in accordance with this
Agreement.

       

      5.           Grant of
Proxy.  Should the provisions of this Agreement be construed to
constitute the granting of proxies, such proxies shall be deemed coupled with an
interest and are irrevocable during the term of this Agreement.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      6.           Specific
Enforcement.  Each party hereto agrees that its obligations
hereunder are necessary and reasonable in order to protect the other parties to
this Agreement, and each party expressly agrees and understands that monetary
damages would inadequately compensate an injured party for the breach of this
Agreement by any party, that this Agreement shall be specifically enforceable,
and that, in addition to any other remedies that may be available at law, in
equity or otherwise, any breach or threatened breach of this Agreement shall be
the proper subject of a temporary or permanent injunction or restraining order,
without the necessity of proving actual damages.  Further, each party
hereto waives any claim or defense that there is an adequate remedy at law for
such breach or threatened breach.

       

      7.           Covenants of
SCAC.  SCAC agrees to use commercially reasonable efforts to
ensure that the rights granted hereunder are effective and that the parties
hereto enjoy the benefits thereof.  Such actions include, without
limitation, the use of SCAC’s commercially reasonable efforts to cause the
nomination and election of the directors as provided above, by causing a meeting
of shareholders to be held or by causing a written consent of shareholders to be
circulated.  SCAC will not, by any voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be performed
hereunder by SCAC, but will at all times in good faith assist in the carrying
out of all of the provisions of this Agreement and in the taking of all such
actions as may be necessary, appropriate or reasonably requested by the holders
of a majority of the outstanding voting securities held by the parties hereto
assuming conversion of all outstanding securities in order to protect the rights
of the parties hereunder against impairment.

       

      8.           Manner of
Voting.  The voting of shares pursuant to this Agreement may be
effected in person, by proxy, by written consent, or in any other manner
permitted by applicable law.

       

      9.           Termination.  This
Agreement shall terminate on the first day following the end of the Concerned
Period.

       

      10.          Amendments and
Waivers.  Any term hereof may be amended and the observance of
any term hereof may be waived (either generally or in a particular instance and
either retroactively or prospectively) only with the written consent of all the
parties.  Any amendment or waiver so effected shall be binding upon
the parties and all of their respective successors and assigns whether or not
such party, successor or assignee entered into or approved such amendment or
waiver.

       

      11.          Successors and
Assigns.

       

      (a)           The
provisions of this Agreement shall be binding upon the successors in interest,
heirs and assigns to any of SCAC Ordinary Shares owned or to be owned by
FounderCo, as applicable.  SCAC shall not permit the transfer of any
of such SCAC Ordinary Shares on its books or issue a new certificate
representing any of such SCAC Ordinary Shares unless and until the person to
whom such security is to be transferred shall have executed a written agreement,
substantially in the form of this Agreement, pursuant to which such person
becomes a party to this Agreement and agrees to be bound by all the provisions
hereof as if such person were FounderCo.  Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      (b)           Notwithstanding
otherwise provided herein, if any party unrelated to the FounderCo or AutoChina
(as the case may be) acquires any SCAC Ordinary Shares from FounderCo (as the
case may be) through the open market and such acquisition is made in compliance
with all applicable laws and regulations, then the provisions of this Agreement
shall not be binding on such party.

       

      12.          Share Splits, Share
Dividends, etc.  In the event of any issuance of shares of
SCAC’s voting securities hereafter to any of the parties hereto (including,
without limitation, in connection with any share split, share dividend,
recapitalization, capital reorganization, or the like), such shares shall become
subject to this Agreement.

       

      13.          Governing Law;
Arbitration.  This Agreement shall be governed by, and
construed in accordance with, the law of the state of New York.

       

      (a)           Any
dispute, controversy or claim arising out of or relating to this Agreement, or
the interpretation, breach, termination or validity hereof, shall be resolved in
accordance with this Section 13.  Any dispute, controversy or claim
arising out of or relating to this Agreement, or the interpretation, breach,
termination or validity hereof, shall be initially be resolved through
consultation.  Such consultation shall begin immediately after one
Party hereto has delivered to the other Parties hereto a written request for
such consultation.  If within thirty (30) days following the date on
which such notice is given the dispute cannot be resolved, the dispute shall be
resolved by arbitration.

       

      (b)           The
arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong
International Arbitration Centre (the “Centre”).  There
shall be three arbitrators.  SCAC, on the one hand, and FounderCo, on
the other hand, shall each select one (1) arbitrator within thirty (30) days
after giving or receiving the demand for arbitration.  The Chairman of
the Centre shall act as the third arbitrator.  If SCAC or FounderCo
does not appoint an arbitrator who has consented to participate within thirty
(30) days after selection of the first arbitrator, the relevant appointment
shall be made by the Chairman of the Centre.

       

      (c)           The
arbitration proceedings shall be conducted in English.  The
arbitration tribunal shall apply the UNCITRAL Arbitration Rules in effect at the
time of the arbitration.  However, if such rules are in conflict with
the provisions of this Section 13 including the provisions concerning the
appointment of arbitrators, the provisions of this Section 13 shall
prevail.

       

      (d)           The
arbitrators shall decide any dispute submitted by the Parties to the arbitration
strictly in accordance with the substantive law of the State of New York and
shall not apply any other substantive law, except to the extent required by the
terms of this Agreement.

       

      (e)           Each
Party hereto shall cooperate with the others in making full disclosure of and
providing complete access to all information and documents requested by the
others in connection with such arbitration proceedings, subject only to any
confidentiality obligations binding on such Party.

       

      (f)           The
award of the arbitration tribunal shall be final and binding upon the disputing
Parties, and any Party may apply to a court of competent jurisdiction for
enforcement of such award.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      (g)           Each
Party shall cooperate and use their respective best efforts to take all actions
reasonably required to facilitate the prompt enforcement in the PRC or in any
other jurisdiction of any arbitration award made by the tribunal.

       

      (h)           A
Party shall be entitled to seek preliminary injunctive relief, if possible, from
any court of competent jurisdiction pending the constitution of the arbitral
tribunal.

       

      14.          Titles and
Subtitles.  The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.

       

      15.          Notices.  All
notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed to have been duly given or made as of the date
delivered or mailed if delivered personally or by nationally recognized courier
or mailed by registered mail (postage prepaid, return receipt requested) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice, except that notices of changes of address
shall be effective upon receipt):

       

      
        
          
            
              
                
                  	
                          (A)

                        	
                           
      Party:

                        	
                          FounderCo

                        
	 
      	
                           
      Contact Address:

                        	
                          Rom
      3713, The Center, 99 Queen’s Road Central, Hong Kong

                        
	 
      	
                            Attention:

                        	
                          Lynch
      Consultancy Limited

                        
	 
      	 
      	 
      
	
                          (B)

                        	
                           
      Party:

                        	
                          SCAC

                        
	 
      	
                           
      Contact Address:

                        	
                          10F,
      Room#1005, Fortune Int’l Building, No. 17

                        
	 
      	 
      	
                          North
      DaLiuShu Road, Hai Dian District

                        
	 
      	 
      	
                          Beijing
      100081, People’s Republic of China

                        
	 
      	
                           
      Attention:

                        	
                          James
      Sha

                        


                

              

            

          

        

      

       

      16.           Expenses.  If
any action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorney’s
fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.

       

      17.           Enforceability;
Severability.  The parties hereto agree that each provision of
this Agreement shall be interpreted in such a manner as to be effective and
valid under applicable law.  If any provision of this Agreement shall
nevertheless be held to be prohibited by or invalid under applicable law, (a)
such provision shall be effective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement, and (b) the parties shall, to the
extent permissible by applicable law, amend this Agreement, or enter into such
other documents so as to make effective and enforceable the intent of this
Agreement.

       

      18.           Entire
Agreement.  This Agreement and the documents referred to herein
constitute the entire agreement among the parties with respect to the subject
matter hereof and no party shall be liable or bound to any other party in any
manner by any warranties, representations or covenants except as specifically
set forth herein or therein.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      19.           Counterparts.  This
Agreement may be executed in any number of counterparts, which shall together
constitute one agreement.  Any party may enter into this Agreement by
signing any such counterpart.


       

      *           *           *

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
date first written above.

       

      
        
          
            
              	
                      FOUNDERCO:

                    
	 
      
	
                      HONEST
      BEST INT’L LTD

                    
	 
      
	 
      	 
      
	
                      Name:
      Wang Yan

                    
	
                      Title:
      Director

                    
	 
      
	
                      SCAC:

                    
	 
      
	
                      SPRING
      CREEK ACQUISITION CORP.

                    
	 
      
	 
      	 
      
	
                      Name:

                    
	
                      Title:

                    


            

          

        

      

       

      
        [SIGNATURE
PAGE TO VOTING AGREEMENT]

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
R

    


    GUARANTEE
AGREEMENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Name

                                          	 	
                                            No.

                                          	 
      	
                                            Contract

                                          
	 	 	 	 	 
	
                                            Hua
      An Investment

                                          	 	
                                            1.

                                          	 
      	
                                            Guarantee
      Agreement in relation to the Authorized Distributor Financing Agreement
      between GMAC-SAIC (上汽通用汽车金融公司)
      and Hebei Anchang dated March 5, 2007

                                          
	 	 	 	 	 
	 
      	 	
                                            2.

                                          	 
      	
                                            Guarantee
      Agreement in relation to the Authorized Distributor Financing Agreement
      between GMAC-SAIC (上汽通用汽车金融公司)
      and Hebei Shengkang dated November 13, 2006

                                          
	 	 	 	 	 
	 
      	 	
                                            3.

                                          	 
      	
                                            RMB
      Loan Guarantee Contract providing for the guarantee of the loan under the
      Authorized Dealer Loan Agreement between Hebei Yuanxinghang and GMAC-SAIC
      (上汽通用汽车金融公司)
      dated January 19, 2007

                                          
	 	 	 	 	 
	 
      	 	
                                            4.

                                          	 
      	
                                            RMB
      Loan Guarantee Contract providing for the guarantee of the loan under the
      Authorized Dealer Loan Agreement between Cangzhou Yichang and GMAC-SAIC
      (上汽通用汽车金融公司)
      dated November 13, 2006

                                          
	 	 	 	 	 
	 
      	 	
                                            5.

                                          	 
      	
                                            RMB
      Loan Guarantee Contract providing for the guarantee of the loan under the
      Authorized Dealer Loan Agreement between Hebei Yitong and GMAC-SAIC (上汽通用汽车金融公司)
      dated November 13, 2006

                                          
	 	 	 	 	 
	 
      	 	
                                            6.

                                          	
                                              

                                          	
                                            RMB
      Loan Guarantee Contract providing for the guarantee of the loan under the
      Authorized Dealer Loan Agreement between Hebei Shengkang and GMAC-SAIC
      (上汽通用汽车金融公司)
      dated November 13,
2006