Unassociated Document


    
      Exhibit
        10.5

       

      INVESTMENT
        MANAGEMENT TRUST AGREEMENT

       

      This
        Agreement is made as of ____, 2007, by and between China Resources Ltd. (the
        “Company”) and American Stock Transfer & Trust Company (the
“Trustee”).

       

      WHEREAS,
        the Company’s Registration Statement on Form S-1, No. 333-145901 (the
“Registration Statement”), for its initial public offering of
        securities (“IPO”) has been declared effective as of the date
        hereof by the Securities and Exchange Commission (the “Effective
        Date”);

       

      WHEREAS,
        Maxim Group LLC (“Maxim” or the
“Representative”) is acting as the representative of
        the
        underwriters in the IPO (the “Underwriters”);

       

      WHEREAS,
        the Company has agreed to sell an aggregate of 2,600,000 warrants to purchase
        2,600,000 shares of the Company’s common stock, par value $.0001 per share, for
        a purchase price of $1.00 per warrant in a private placement that will occur
        no
        less than two days prior to the effective date of the IPO (the
“Placement”);

       

      WHEREAS,
        as described in the Registration Statement, and in accordance with the Company’s
        Certificate of Incorporation, an aggregate of $39,200,000 ($44,780,000 if
        the
        Underwriters’ over-allotment option is exercised in full), which is comprised of
        (i) the net proceeds of the IPO (except as provided in the Registration
        Statement); (ii) the $2,600,000 received by the Company in exchange for its
        securities pursuant to the Placement; and (iii) an additional $800,000
        ($920,000, if the Underwriters’ over-allotment option is exercised in full) of
        the proceeds of the IPO, representing the deferred portion of the underwriting
        compensation referred to in the Registration Statement (the “Contingent
        Discount”) which the Representative has agreed to deposit in the Trust
        Account (as defined below), will be delivered to the Trustee to be deposited
        and
        held in the Trust Account for the benefit of the Company, and the holders
        of the
        Company’s common stock, par value $.0001 per share (the “Common
        Stock”), included in the units (the “IPO Shares”) of
        the Company’s securities issued in the IPO (the “Units”) and
        the Representative and, in the event the securities offered in the IPO are
        registered in Colorado, pursuant to Section 11-51-302(6) of the Colorado
        Revised
        Statutes (the “CRS”), a copy of which is attached hereto and
        made a part hereof.  The amount to be delivered to the Trustee and all
        interest or dividend income received with respect thereto will be referred
        to
        herein as the “Property,” the stockholders for whose benefit
        the Trustee shall hold the Property will be referred to as the “Public
        Stockholders,” and the Public Stockholders, the Representative and the
        Company will be referred to together as the “Beneficiaries;”
and

       

      WHEREAS,
        the Company and the Trustee desire to enter into this Agreement to set forth
        the
        terms and conditions pursuant to which the Trustee shall hold the Property;
        and

       

      NOW,
        THEREFORE, in consideration of the foregoing and the mutual covenants and
        agreements herein contained, the parties hereto agree as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.  Agreements
        and Covenants of Trustee. The Trustee hereby agrees and covenants
        to:

       

      (a)  hold
        the
        Property in trust for the Beneficiaries in accordance with the terms of this
        Agreement, including, without limitation, with respect to the Public
        Stockholders, the terms of Section 11-51-302(6) of the CRS, in a segregated
        trust account established by the Trustee at a branch of Merrill Lynch, Pierce
        Fenner & Smith Incorporated. and in a segregated account at a brokerage
        institution selected by the Trustee (collectively, the “Trust
        Account”);

       

      (b)  manage,
        supervise and administer the Trust Account subject to the terms and conditions
        set forth herein;

       

      (c)  in
        a
        timely manner, upon the instruction of the Company, to invest and reinvest
        the
        Property in “government securities,” within the meaning of Section 2(a)(16) of
        the Investment Company Act of 1940, as amended (the “1940
        Act”), having a maturity of 180 days or less or in any open ended
        investment company registered under the 1940 Act selected by the Company
        that
        holds itself out as a money market fund meeting the conditions of paragraphs
        (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated under the 1940 Act
        as
        determined by the Company;

       

      (d)  collect
        and receive, when due, all principal and income arising from the Property,
        which
        shall become part of the “Property,” as such term is used herein;

       

      (e)  notify
        within two business days the Company of all communications received by it
        with
        respect to any Property requiring action by the Company;

       

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

       

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

       

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

       

      (i)  commence
        liquidation of the Trust Account upon receipt of the Officers’ Certificate
        signed by the Chief Executive Officer and Chief Financial Officer in accordance
        with the terms of a letter (the “Termination Letter”), in a
        form substantially similar to that attached hereto as Exhibit A or
Exhibit B, signed on behalf of the Company by its Chief Executive Officer
        and Chief Financial Officer, and complete the liquidation of the Trust Account
        and distribute the Property in the Trust Account only as directed in the
        Termination Letter and the other documents referred to therein as part of
        the
        Company’s plan of dissolution and liquidation approved by the Company’s
        stockholders. The Trustee understands and agrees that, except as provided
        in
        Section 1(j) and Section 2 hereof, disbursements from the Trust Account shall
        be
        made only pursuant to a duly executed Termination Letter, together with the
        other documents referenced herein, including, without limitation, an
        independently certified oath and report of inspector of election in respect
        of
        the stock vote in favor of the Business Combination (as hereinafter defined).
        In
        all cases, the Company shall provide the Representative with a copy of any
        Termination Letter, Officers’ Certificates and/or any other correspondence that
        it issues with respect to any proposed withdrawal from the Trust Account
        promptly after it issues same. As used in this Agreement, the term
“Business Combination” shall have the same meaning as set forth
        in the Registration Statement; and

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (j)  as
        of the
        date 18 months from the date of this Agreement (the “LOI Termination
        Date”) (or 24 months from the date hereof, in the event the Company has
        executed a Letter of Intent (defined below) prior to the LOI Termination
        Date
        but failed to consummate a Business Combination (“Second Termination
        Date”)), commence liquidation of the Trust Account. The Trustee, upon
        consultation with the Company and the Representative, shall deliver a notice
        to
        Public Stockholders of record as of the LOI Termination Date or Second
        Termination Date, whichever the case may be, by U.S. mail or via the Depository
        Trust Company (“DTC”), within five days of the LOI Termination
        Date or Second Termination Date, to notify the Public Stockholders of such
        event
        and take such other actions as it may deem necessary to inform the
        Beneficiaries.  Following the requisite approval of the Company’s
        stockholders, the Trustee shall deliver to each Public Stockholder its ratable
        share of the Property against satisfactory evidence of delivery of the stock
        certificates by the Public Stockholders to the Company through DTC, its Deposit
        Withdraw At Custodian (DWAC) system or as otherwise presented to the Trustee.
        Notwithstanding the foregoing, if the Trustee receives a bona fide, executed
        letter of intent, agreement in principle or engagement letter (a “Letter
        of Intent”) for a Business Combination prior to the LOI Termination
        Date accompanied by an Officers’ Certificate as described in Section 3(e)
        hereof, then the Trustee shall forego or suspend any liquidation of the Trust
        Account until the earlier of a Business Combination or the Second Termination
        Date.

       

      2.  Limited
        Distributions of Income on Property.

       

      (a)  If
        there
        is any income tax obligation relating to the income from the Property in
        the
        Trust Account, then, at the written instruction of the Company, the Trustee
        shall disburse to the Company by wire transfer, out of the Property in the
        Trust
        Account, the amount indicated by the Company as required to pay
        income  and franchise taxes.

       

      Upon
        one
        or more written requests from the Company, the Trustee shall distribute to
        the
        Company interest or dividends earned on the Property in the Trust Account,
        net
        of taxes payable, up to a maximum of $1,000,000; provided; however, that in
        the event
        the over-allotment option is exercised in full, the Company shall be prohibited
        from receiving distributions of income earned on the amount deposited in
        the
        Trust Account until after the first $300,000 of income is earned on the amount
        deposited in the Trust Account (net of taxes payable), which amount shall
        be
        added to the amount deposited in the Trust Account resulting in an amount
        of
        $10.00 for each share represented by certificates held by Public
        Stockholders.

      


      (b)  The
        distributions requested by the Company may be for any amount, provided that
        (i)
        in the aggregate, all distributions under this Section 2(b) may not exceed
        $1,000,000, and (ii) such distributions may only be made if and to the extent
        that income has been earned and collected on the amount initially deposited
        into
        the Trust Account.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (c)  Upon
        receipt by the Trustee of a written instruction from the Company for
        distributions from the Trust Account in connection with a plan of dissolution
        and distribution, accompanied by an Officers’ Certificate signed by the Chief
        Executive Officer and Chief Financial Officer of the Company certifying as
        true,
        accurate and complete (i) a statement of the amount of actual expenses incurred
        or, where known with reasonable certainty, imminently to be incurred by the
        Company in connection with its dissolution and distribution, including any
        fees
        and expenses incurred or imminently to be incurred by the Company in connection
        with seeking stockholder approval of the Company’s plan of dissolution and
        distribution, (ii) any amounts due to pay creditors or required to reserve
        for
        payment to creditors, and (iii) the sum of (i) and (ii), the Trustee shall
        distribute to the Company an amount, as directed by the Company in the
        instruction letter, up to the sum of (i) and (ii) as indicated in the
        instruction letter.

       

      (d)  Except
        as
        provided in Sections 1(i), 1(j), 2(a), 2(b), and 2(c) above, no other
        distributions from the Trust Account shall be permitted.

       

      (e)  It
        is
        acknowledged and agreed by the parties hereto that with respect to all requests
        for distributions to or on behalf of the Company pursuant to this Section
        2,
        paragraphs (a), (b) and (c), the Trustee’s only responsibility is to follow the
        instructions of the Company.

       

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

       

      (a)  to
        provide all instructions to the Trustee hereunder in writing, signed by the
        Company’s Chief Executive Officer and Chief Financial Officer, with a copy to
        the Representative.  In addition, except with respect to its duties
        under paragraph 1(i) and 1(j) above, the Trustee shall be entitled to rely
        on,
        and shall be protected in relying on, any verbal or telephonic advice or
        instruction which it, in good faith, believes to be given by any one of the
        persons authorized above to give written instructions, provided that the
        Company
        and/or the Representative shall promptly confirm such instructions in
        writing;

       

      (b)  to
        hold
        the Trustee harmless and indemnify the Trustee from and against any and all
        expenses, including reasonable counsel fees and disbursements, or loss suffered
        by the Trustee in connection with any action, suit or other proceeding brought
        against the Trustee involving any claim, or in connection with any claim
        or
        demand which in any way arises out of or relates to this Agreement, the services
        of the Trustee hereunder, or the Property or any income earned from investment
        of the Property, except for expenses and losses resulting from the Trustee’s
        gross negligence or willful misconduct. Promptly after the receipt by the
        Trustee of notice of demand or claim or the commencement of any action, suit
        or
        proceeding, pursuant to which the Trustee intends to seek indemnification
        under
        this paragraph, it shall notify the Company in writing of such claim
        (hereinafter referred to as the “Indemnified Claim”). The
        Trustee shall have the right to conduct and manage the defense against such
        Indemnified Claim.  The Company may participate in such action with
        its own counsel;

       

      (c)  to
        pay
        the Trustee the fees set forth on Schedule A annexed hereto.  The
        Company shall not be responsible for any other fees or charges of the Trustee,
        except as may be provided in Section 3(b) hereof (it being expressly understood
        that the Property shall not be used to make any payments to the Trustee under
        such section);

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (d)  that,
        in
        the event that the Company completes a Business Combination and the Trust
        Account is liquidated in accordance with Section 1(i) hereof, the Trustee
        or
        another independent party designated by the Representative shall act as the
        inspector of election to certify the results of the stockholder
        vote;

       

      (e)  that
        the
        Officers' Certificate referenced in Sections 1(i) and (j) hereof shall require
        the Chief Executive Officer and Chief Financial Officer of the Company to
        each
        certify the following (wherever applicable): (1) prior to the LOI Termination
        Date, the Company has entered into a bona fide Letter of Intent with a target
        business; and/or (2) prior to the LOI Termination Date, the Company has entered
        into a Business Combination with a target business, the terms of which are
        consistent with the requirements set forth in the Registration Statement;
        and/or
        (3) prior to the Second Termination Date, the Company has entered into a
        Business Combination with a target business, the terms of which are consistent
        with the requirements set forth in the Registration Statement; and (4) the
        Board
        of Directors (the “Board”), has approved (where applicable):
        (i) the Business Combination; and/or (ii) the Letter of Intent;

       

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

       

      (g)  in
        connection with any vote of the Company's stockholders regarding a dissolution
        and liquidation, to provide to the Trustee an affidavit or certificate of
        a firm
        regularly engaged in the business of tabulating stockholder votes (which
        firm
        may be the Trustee) verifying the vote of the Company's stockholders regarding
        such dissolution and liquidation; and

       

      (h)  within
        five business days after the Underwriters’ over-allotment option (or any
        unexercised portion thereof) expires or is exercised in full, to provide
        the
        Trustee notice in writing (with a copy to the Representative) of the total
        amount of the Contingent Discount, which shall in no event be less than $800,000
        less any amounts returned to stockholders of the Company who have elected
        to
        convert their shares into a cash payment per share of $10.00 from the Trust
        Account in connection with a Business Combination, plus accrued
        interest.

       

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

       

      (a)  take
        any
        action with respect to the Property, other than as directed in Section 1
        hereof,
        and the Trustee shall have no liability to any party except for liability
        arising out of its own gross negligence or willful misconduct;

       

      (b)  institute
        any proceeding for the collection of any principal and income arising from,
        or
        institute, appear in or defend any proceeding of any kind with respect to,
        any
        of the Property, unless and until it shall have received written instructions
        from the Company given as provided herein to do so and the Company shall
        have
        advanced or guaranteed to it funds sufficient to pay any expenses incident
        thereto;

       

      (c)  change
        the investment of any Property, other than in compliance with Section
        1(c);

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (d)  refund
        any depreciation in principal of any Property;

       

      (e)  assume
        that the authority of any person designated by the Company and/or the
        Representative to give written instructions hereunder shall not be continuing
        unless provided otherwise in such designation, or unless the Company and/or
        the
        Representative shall have delivered a written revocation of such authority
        to
        the Trustee;

       

      (f)  the
        other
        parties hereto or to anyone else for any action taken or omitted by it, or
        any
        action suffered by it to be taken or omitted, in good faith and in the exercise
        of its own best judgment, except for its gross negligence or willful misconduct.
        The Trustee may rely conclusively on, and shall be protected in acting upon,
        any
        order, notice, demand, certificate, opinion or advice of counsel (including
        counsel chosen by the Trustee), statement, instrument, report or other paper
        or
        document (not only as to its due execution and the validity and effectiveness
        of
        its provisions, but also as to the truth and acceptability of any information
        therein contained) which is believed by the Trustee, in good faith, to be
        genuine and to be signed or presented by the proper person or persons. The
        Trustee shall not be bound by any notice or demand, or any waiver, modification,
        termination or rescission of this Agreement or any of the terms hereof, unless
        evidenced by a written instrument delivered to the Trustee signed by the
        proper
        party or parties and, if the duties or rights of the Trustee are affected,
        unless it shall give its prior written consent thereto;

       

      (g)  verify
        the correctness of the information set forth in the Registration Statement
        or to
        confirm or assure that any acquisition made by the Company or any other action
        taken by it is as contemplated by the Registration Statement, unless an officer
        of the Trustee has actual knowledge thereof, written notice of such event
        is
        sent to the Trustee or as otherwise required under Section 1(i) hereof;
        and

       

      (h)  pay
        any
        taxes on behalf of the Trust Account (it being expressly understood that
        the
        Trustee’s sole obligation with respect to taxes shall be to disburse funds to
        the Company with respect thereto as provided for by Section 2(a)
        hereof).

       

      5.  Certain
        Rights Of Trustee.

       

      (a)  Before
        the Trustee acts or refrains from acting, it may require an Officers’
Certificate or opinion of counsel or both. The Trustee shall not be liable
        for
        any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or opinion of counsel. The Trustee may consult with counsel and
        the
        advice of such counsel or any opinion of counsel shall be full and complete
        authorization and protection from liability in respect of any action taken,
        suffered or omitted by it hereunder in good faith and in reliance
        thereon.

       

      (b)  The
        Trustee may act through its attorneys and agents and shall not be responsible
        for the misconduct or negligence of any agent appointed with due
        care.

       

      (c)  The
        Trustee shall not be liable for any action it takes or omits to take in good
        faith that it believes to be authorized or within the rights or powers conferred
        upon it by this Agreement.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (d)  The
        Trustee shall not be responsible for and makes no representation as to the
        validity or adequacy of this Agreement, and it shall not be accountable for
        the
        Company’s use of the proceeds from the Trust Account. Notwithstanding the
        effective date of this Agreement or anything to the contrary contained in
        this
        Agreement, the Trustee shall have no liability or responsibility for any
        act or
        event relating to this Agreement or the transactions related thereto which
        occurs prior to the date of this Agreement, and shall have no contractual
        obligations to the Beneficiaries until the date of this Agreement.

       

      6.  No
        Right of Set-Off.  The Trustee waives any right of set-off or any
        right, title, interest or claim of any kind that the Trustee may have against
        the Property held in the Trust Account. In the event that the Trustee has
        a
        claim against the Company under this Agreement, including, without limitation,
        under Section 3(b), the Trustee will pursue such claim solely against the
        Company and not against the Property held in the Trust Account.

       

      7.  Termination.  This
        Agreement shall terminate as follows:

       

      (a)  if
        the
        Trustee gives written notice to the Company that it desires to resign under
        this
        Agreement, the Company shall use its reasonable efforts to locate a successor
        trustee during which time the Trustee shall continue to act in accordance
        with
        the terms of this Agreement. At such time that the Company notifies the Trustee
        that a successor trustee has been appointed by the Company and has agreed
        to
        become subject to the terms of this Agreement, the Trustee shall transfer
        the
        management of the Trust Account to the successor trustee, including, but
        not
        limited, the transfer of copies of the reports and statements relating to
        the
        Trust Account, whereupon this Agreement shall terminate; provided, however,
        that, in the event the Company does not locate a successor trustee within
        90
        days of receipt of the resignation notice from the Trustee, the Trustee may
        submit an application to have the Property deposited with the United States
        District Court for the Southern District of New York and, upon such deposit,
        the
        Trustee shall be immune from any liability whatsoever that arises due to
        any
        actions or omissions to act by any party after such deposit;

       

      (b)  at
        such
        time that the Trustee has completed the liquidation of the Trust Account
        in
        accordance with the provisions of Section 1(i) hereof, and distributed the
        Property in accordance with the provisions of the Termination Letter, this
        Agreement shall terminate except with respect to Section 3(b) hereof;
        or

       

      (c)  on
        such
        date after ______, 2009 (or ______, 2009, in the event that the Company has
        executed a Letter of Intent prior to the Second Termination Date) when the
        Trustee deposits the Property with the United States District Court for the
        Southern District of New York in the event that, prior to such date, the
        Trustee
        has not received a Termination Letter from the Company pursuant to Section
        1(i)
        or (j) hereof.

       

      8.  Miscellaneous.

       

      (a)  The
        Company and the Trustee each acknowledge that the Trustee will follow the
        security procedures set forth below with respect to funds transferred from
        the
        Trust Account. Upon receipt of written instructions, the Trustee will confirm
        such instructions with an “Authorized Individual” at an “Authorized Telephone
        Number” listed on the attached Exhibit C. The Company and the Trustee
        will each restrict access to confidential information relating to such security
        procedures to authorized persons. Each party must notify the other party
        immediately if it has reason to believe unauthorized persons may have obtained
        access to such information or of any change in its authorized personnel.
        In
        executing funds transfers, the Trustee will rely upon account numbers or
        other
        identifying numbers of a beneficiary, beneficiary’s bank or intermediary bank,
        rather than names. The Trustee shall not be liable for any loss, liability
        or
        expense resulting from any error in an account number or other identifying
        number, provided it has accurately transmitted the numbers
        provided.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (b)  This
        Agreement shall be governed by and construed and enforced in accordance with
        the
        laws of the State of New York, without giving effect to conflict of laws.
        It may
        be executed in several counterparts, each one of which shall constitute an
        original, and together shall constitute one instrument. Facsimile signatures
        shall constitute original signatures for all purposes of this
        Agreement.

       

      (c)  This
        Agreement contains the entire agreement and understanding of the parties
        hereto
        with respect to the subject matter hereof. This Agreement or any provision
        hereof may only be changed, amended or modified by a writing signed by each
        of
        the parties hereto; provided, however, that no such change, amendment or
        modification (other than to correct a typographical error or similar technical
        error) may be made to Sections 1(i), 1(j), 2(a), 2(b) or 2(c) hereof without
        the
        consent the Public Stockholders holding 95% of the Company’s issued and
        outstanding Common Stock, it being the specific intention of the parties
        hereto
        that each Public Stockholder is and shall be a third-party beneficiary of
        this
        Section 8(c) with the same right and power to enforce this Section 8(c),
        the
“consent of the Public Stockholders holding 95% of the Company’s issued and
        outstanding Common Stock” shall mean receipt by the Trustee of a certificate
        from an entity certifying that (i) such entity regularly engages in the business
        of serving as inspector of elections for companies whose securities are publicly
        traded, and (ii) either (a) Public Stockholders of record holding 95% of
        the
        Company’s issued and outstanding Common Stock as of a record date established in
        accordance with Section 213(a) of the Delaware General Corporation Law, as
        amended (the “DGCL”), have voted in favor of such amendment or
        modification, or (b) Public Stockholders of record holding 95% of the Company’s
        issued and outstanding Common Stock as of a record date established in
        accordance with Section 213(b) of the DGCL has delivered to such entity a
        signed
        writing approving such amendment or modification. The Representative, who,
        along
        with the other Underwriters, the parties specifically agree, are and shall
        be
        third party beneficiaries for purposes of this Agreement; and provided further,
        any amendment to Section 1(j) shall require the consent of all of the Public
        Stockholders. As to any claim, cross-claim or counterclaim in any way relating
        to this Agreement, each party waives the right to trial by jury.

       

      (d)  The
        parties hereto consent to the jurisdiction and venue of any state or federal
        court located in the State and County of New York for purposes of resolving
        any
        disputes hereunder. The parties hereto irrevocably submit to such jurisdiction,
        which jurisdiction shall be exclusive, and hereby waive any objection to
        such
        exclusive jurisdiction and that such courts represent an inconvenient
        forum.

       

      (e)  Any
        notice, consent or request to be given in connection with any of the terms
        or
        provisions of this Agreement shall be in writing and shall be sent by express
        mail or similar private courier service, by certified mail (return receipt
        requested), by hand delivery or by facsimile transmission:

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      if
        to the
        Trustee, to:

      


      American
        Stock Transfer & Trust Company

      59
        Maiden
        Lane

      New
        York,
        New York 10038

      Attn:
        Herb Lemmer, Vice
        President

      Fax
        No.:
        (718) 331-1852

      


      if
        to the
        Company, to:

      


      China
        Resources Ltd.

      Shen
        Zhen
        China Jia Yue Trading Co., Ltd., Room 921, Block A, Golden Central Tower,
        Jintian Road

      Futian
        District, Shenzhen, P.R. China

      Attn:
        Chief Executive Officer

      Fax
        No
        86- 755-23993698

      


      in
        either
        case with a copy to:

      


      Maxim
        Group LLC

      405
        Lexington Avenue

      New
        York,
        New York 10174

      Attn:
        Clifford A. Teller, Director of Investment Banking

      Fax
        No.:
        (212) 895-3783

      


      and

      


      Eaton
        & VanWinkle LLP

      Three
        Park Avenue, 16th floor

      New
        York,
        New York 10016

      Attn:
        Vincent McGill Esq.

      Fax
        No.:
        (212) 779-9928

      


      and

      


      Ellenoff
        Grossman & Schole LLP

      370
        Lexington Avenue

      New
        York,
        New York 10017

      Attn:
        Douglas S. Ellenoff, Esq.

      Fax
        No.:
        (212) 370-7889

      


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

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

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

       

      


      (Remainder
        of document intentionally left blank. Signature page to
        follow.)

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

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

       

       

      
        	 	AMERICAN
                STOCK TRANSFER &
                TRUST COMPANY, as Trustee	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 



        	 	CHINA
                RESOURCES LTD.	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ 	 
	 	 	Name:
                Fuzu Zeng	 
	 	 	Title:  
                Chief Executive Officer	 
	 	 	 	 


      

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        A

      


      Schedule
        of fees pursuant to Section
        3(c) of Investment Management Trust Agreement

      between
        China Resources Ltd..
        and

      American
        Stock Transfer & Trust
        Company

       

      
        	
                Fee
                  Item

              	 	
                Amount

              
	
                For
                  acting as
                  trustee

              	 	
                $3,000

              


      

       

      
 

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

       

      [Letterhead
        of Company]

       

      [Insert
        date]

       

      American
        Stock Transfer & Trust Company

      59
        Maiden
        Lane

      New
        York,
        New York 10038

       

      Attn:      [______________]

       

      


       

      
        	
                 

              	
                Re:

              	
                Trust
                  Account No.  _________ / Brokerage Account No. [
                  ]

                Termination
                  Letter

              


      

       

      Gentlemen:

      


      Pursuant
        to Section 1(i) of the Investment Management Trust Agreement between China
        Resources Ltd.. (the “Company”) and American Stock Transfer
& Trust Company (the “Trustee”), dated as of _____, 2007
        (the “Trust Agreement”), this is to advise you that the Company
        has entered into an agreement (the “Business Agreement”) with
        [___________] (“Target Business”) to complete a business
        combination with Target Business (the “Business Combination”)
        on or about [insert date]. The Company shall notify you at least 48 hours
        in
        advance of the actual date of the consummation of the Business Combination
        (the
“Consummation Date”) and shall provide you with an Officers’
Certificate in accordance with Sections 1(i) and 2(c) of
        the Trust Agreement.
        Capitalized terms used herein and not otherwise define shall have the meaning
        ascribed to them in the Trust Agreement.

       

      In
        accordance with paragraph B of Article FIFTH of the Certificate of Incorporation
        of the Company, as amended, the Business Combination has been approved by
        the
        stockholders of the Company and by the Public Stockholders holding a majority
        of
        the IPO Shares, and Public Stockholders holding less than 35% of the IPO
        Shares
        have voted against the Business Combination and given notice of exercise
        of
        their conversion rights described in paragraph C of Article FIFTH of the
        Certificate of Incorporation of the Company, as amended.  Pursuant to
        Section 3(f) of the Trust Agreement, we are providing you with [ an affidavit
        ]
        [ a certificate ] of ___________, which verifies the vote of the Company’s
        stockholders in connection with the Business Combination.

       

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

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      On
        the
        Consummation Date, (i) counsel for the Company shall deliver to you written
        notification that (a) all of the conditions to closing of the Business
        Combination have been satisfied and the closing date for such Business
        Combination has been scheduled pursuant to the terms of the Business Agreement,
        and (b) the provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS
        have
        been met, to the extent applicable; (ii) the Company shall deliver along
        with
        the oath and report of inspector of election certified by an independent
        inspector which may be the Trustee or as otherwise appointed by the
        Representative (collectively, the “Report”); and (iii) the
        Company and the Representative shall deliver to you joint written instructions
        with respect to the transfer of the funds, including the Contingent Discount,
        held in the Trust Account (“Instructions”). You are hereby
        directed and authorized to transfer the funds held in the Trust Account
        immediately upon your receipt of the counsel’s letter, the Report, evidence of
        delivery of the Stock Certificates, the Officers’ Certificate and the
        Instructions in accordance with the terms of the
        Instructions.  Notwithstanding the foregoing, upon verification of the
        receipt by you of the Instructions, we hereby agree and acknowledge that
        the
        Property in the Trust Account shall be distributed as follows: (1) to the
        Representative, by wire transfer (or as otherwise directed by the
        Representative) in immediately available funds, the aggregate amount of $800,000
        ($920,000 if the Underwriters’ over-allotment option has been exercised in
        full), plus interest accrued thereon; and (2) thereafter, to any other
        beneficiary in accordance with the terms of the Instructions. In the event
        that
        certain deposits held in the Trust Account may not be liquidated by the
        Consummation Date without penalty, you will notify the Company and the
        Representative of the same and, if the amount set forth in sub-clause (1)
        shall
        not have been paid in full, the Representative and the Company shall issue
        joint
        written instructions directing you as to whether such funds should remain
        in the
        Trust Account and be distributed after the Consummation Date to the Company
        and/or the Representative. Upon the distribution of all the funds in the
        Trust
        Account pursuant to the terms hereof, the Trust Agreement shall be
        terminated.

       

      In
        the
        event that the Business Combination is not consummated on the Consummation
        Date
        described in the notice thereof and we have not notified you on or before
        the
        original Consummation Date of a new Consummation Date, then upon the receipt
        of
        written instructions,  the funds held in the Trust Account shall be
        reinvested as provided in the Trust Agreement on the business day immediately
        following the Consummation Date, as set forth in the notice.

       

      


      Very
        truly yours,

      


      CHINA
        RESOURCES LTD.

       

      By: 
        ___________________________________

      Fuzu
        Zeng, Chief Executive Officer

       

      By: 
        ___________________________________

      Gerald
        Nugawela, Chief Financial Officer

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        B

       

      [Letterhead
        of Company]

       

      


      [Insert
        date]

       

      American
        Stock Transfer & Trust Company

      59
        Maiden
        Lane

      New
        York,
        New York 10038

       

      Attn:       [______________]

      


       

      
        	
                 

              	
                Re:

              	
                Trust
                  Account No. ____     /
                  Brokerage Account No. [ ]

                Termination
                  Letter

              


      

      


       

      Gentlemen:

      


      


      Pursuant
        to Section 1(i) of the Investment Management Trust Agreement between China
        Resources Ltd. (the “Company’) and American Stock Transfer
& Trust Company (the ‘Trustee”), dated as of _____, 2007
        (the ‘Trust Agreement”), this is to advise you that the Board
        of Directors and stockholders of the Company have voted to dissolve the Company
        and liquidate the Trust Account (as defined in the Trust Agreement). Attached
        hereto is a copy of the minutes of the meeting of the Board of Directors
        of the
        Company relating thereto, certified by the Secretary of the Company as true
        and
        correct and in full force and effect.

       

      In
        accordance with the terms of the Trust Agreement, we hereby (a) certify to
        you
        that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
        Revised Statutes have been met, and (b) authorize you to commence liquidation
        of
        the Trust Account as a part of the Company’s plan of dissolution and
        distribution. In connection with this liquidation, you are hereby authorized
        to
        establish a record date for the purposes of determining the stockholders
        of
        record entitled to receive their per share portion of the Trust Account.
        The
        record date shall be within ten (10) days of the liquidation date, or as
        soon as
        thereafter as is practicable. You will notify the Company and the paying
        agent
        appointed by the Company _______________ (“Designated Paying
        Agent”) in writing as to when all of the funds in the Trust Account
        will be available for immediate transfer ("Transfer Date”). The
        Designated Paying Agent shall thereafter notify you as to the account or
        accounts of the Designated Paying Agent that the funds in the Trust Account
        should be transferred to on the Transfer Date so that the Designated Paying
        Agent may commence distribution of such funds in accordance with terms of
        the
        Trust Agreement and the Company’s Certificate of Incorporation, as
        amended. Upon the payment of all the funds in the Trust Account, the Trust
        Agreement shall be terminated and the Trust Account closed.

       

      Very
        truly yours,

       

      CHINA
        RESOURCES LTD.

       

       

      By: 
        ___________________________________

      Fuzu
        Zeng, Chief Executive
        Officer

       

      By: 
        ___________________________________

      Gerald
        Nugawela, Chief Financial
        Officer

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

       

      


      
        	
                AUTHORIZED
                  INDIVIDUAL(S)

                FOR
                  TELEPHONE CALL BACK

              	
                AUTHORIZED

                TELEPHONE
                  NUMBER(S)

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                Company:

              	
                 

              
	
                 

              	
                 

              
	
                China
                  Resources Ltd.

                Shen
                  Zhen China Jia Yue Trading Co., Ltd., Room 921, Block A, Golden
                  Central
                  Tower, Jintian Road, Futian District, Shenzhen, P.R.
                  China

                Attn:
                  Fuzu Zeng, Chief Executive Officer

              	
                 

                 

                 

              
	
                 

              	
                 

              
	
                Trustee:

              	
                 

              
	
                 

              	
                 

              
	
                American
                  Stock Transfer & Trust Company

                59
                  Maiden Lane

                New
                  York, New York 10038

                Attn:
                  Herb Lemmer, Vice President

              	 
	 	 
	
                Underwriters:

              	 
	 	 
	
                Maxim
                  Group LLC

                405
                  Lexington Avenue

                New
                  York, New York 10174

                Attn:  
                  Clifford A. Teller, Director of Investment Banking

              	 


      

       

       

      
        16