Exhibit 99.1

HAMBRECHT ASIA ACQUISITION CORP.
13/F Tower 2
New World Tower
18 Queens Road Central
Hong Kong

February 17, 2010

To Our Shareholders and Warrantholders:

You are cordially invited to attend the extraordinary general meeting of shareholders and special meeting of warrantholders of Hambrecht Asia Acquisition Corp. (the “SPAC”). Our shareholders will be asked to: (i) approve the Share Exchange Agreement, dated as of February 12, 2010, and approve the transactions contemplated thereby (collectively, the “Acquisition”), pursuant to which the SPAC will acquire all of the outstanding capital stock of Honesty Group Holdings Limited (“Honesty Group”) from its shareholders and thereby acquire the business and operations of the Chinese subsidiaries of Honesty Group, which includes the company which designs and manufactures SGOCO brand LCD products in China (the “Acquisition Proposal”), (ii) approve the change of the name of the SPAC to “SGOCO Technology Ltd.” (the “Name Change Proposal”), and (iii) approve the adjournment of the extraordinary general meeting from time to time as necessary or desirable for the purpose of soliciting additional proxies in favor of the proposals.

Our warrantholders will be asked to approve and grant their written consent to: (i) an amendment to the warrant agreement, dated as of March 7, 2008, that governs all of the warrants of the SPAC, each of which is exercisable for one ordinary share of the SPAC, to increase the exercise or “strike” price of the warrant from $5.00 per share to $8.00 per share, to extend the exercise period for one year to the earlier of March 12, 2014 or the redemption of the warrant in accordance the terms of the warrant agreement, and to permit each public holder of warrants to elect to continue to hold the warrant on the amended terms or automatically redeem the warrant for $0.50 in cash (the “Warrant Amendment Proposal”) and (ii) approve the adjournment of the special meeting from time to time as necessary or desirable for the purpose of soliciting additional proxies in favor of the proposal. If the Acquisition is consummated, any warrantholder who does not vote or who does not elect to continue to hold warrants will receive $0.50 in cash in exchange for each of its warrants.

If each of the Acquisition Proposal and the Warrant Amendment Proposal is not approved, or if holders of 30% or more of the ordinary shares of the SPAC issued as part of the units with the warrants in our initial public offering vote against the Acquisition Proposal and properly exercise their redemption rights, then we will not consummate the Acquisition. If the Acquisition is not consummated for this or any other reason, another business combination will not be presented to the shareholders and we will be required to dissolve and liquidate. In that event, the outstanding warrants will expire worthless.

Each of these proposals is more fully described in the accompanying proxy statement.

Pursuant to our memorandum and articles of association, each public shareholder of our ordinary shares has the right to vote against approval of the Acquisition Proposal and demand that we redeem their shares for cash. To make such a demand, you must make a request for redemption prior to the vote taken with respect to the Acquisition Proposal and vote against the Acquisition Proposal. The redemption price is determined in accordance with our Charter and is currently estimated to be U.S. $7.98 per share. Pursuant to the SPAC Charter, no holder or group of shareholders may redeem more than 10% (423,930) of the outstanding shares.

Your vote is very important. Whether or not you plan to attend the meetings in person, please submit your proxy card without delay.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “RISK FACTORS”.

By unanimous vote, our Board of Directors recommends (i) that our shareholders vote FOR approval of the Acquisition Proposal, the Name Change Proposal and the adjournment proposal, and (ii) that our warrantholders vote FOR the Warrant Amendment Proposal and the adjournment proposal. When you consider the recommendation of our Board of Directors, you should keep in mind that our directors and officers have

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interests in the Acquisition that may conflict with your interests as a shareholder or warrantholder. See the section entitled, “Proposal 1: Acquisition Proposal —  Interest of the SPAC’s Directors and Officers in the Acquisition.”

Thank you for your consideration of these matters.

		Sincerely,
		Robert Eu Chairman

Whether or not you plan to attend the extraordinary general meeting of our shareholders or the special meeting of our warrantholders, please submit your proxy by completing, signing, dating and mailing the enclosed proxy cards in the pre-addressed postage paid envelope or by using the telephone or Internet procedures provided to you by your broker or bank. If your shares or warrants are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or warrants and, if you wish to attend the meetings and vote in person, you must obtain a proxy from your broker or bank.

The enclosed proxy statement has not be reviewed by or approved by the Securities and Exchange Commission or any state securities commission nor has any such agency passed upon the adequacy or accuracy of this proxy statement.

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HAMBRECHT ASIA ACQUISITION CORP.

 

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 8, 2010

To the shareholders of Hambrecht Asia Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Hambrecht Asia Acquisition Corp. (the “SPAC”, the “Company”, “we” or words of similar import), a company incorporated under the laws of the Cayman Islands, will be held at 4:00 p.m., New York City local time, on Monday, March 8, 2010, at the offices of Loeb & Loeb, 345 Park Avenue, New York, New York, 10154 USA, for the following purposes:

The various proposals are described more completely in the attached proxy statement. We encourage you to read the entire proxy statement and its attachments before executing the form of proxy to direct the voting of your SPAC Shares.

Only the holders of record of the SPAC Shares on February 8, 2010, the record date for the extraordinary general meeting, are entitled to notice of and to vote at the extraordinary general meeting under Cayman Islands law and the Amended and Restated Memorandum of Association and Amended and Restated Articles of Association of the SPAC, each adopted by a special resolution passed on January 29, 2008 (“SPAC Charter”). A quorum for the transaction of business at the extraordinary general meeting is the presence in person or by proxy or by corporate representative of two (2) members representing not less than one-third in nominal value of all issued and outstanding shares. Pursuant to the terms of the SPAC Charter, the approval of the Acquisition Proposal is subject to the affirmative vote of holders of a majority of the outstanding SPAC Shares and is conditioned upon shareholders owning fewer than 30% (or fewer than 1,271,790) shares) of the SPAC Shares sold in its initial public offering (“IPO”) exercising their redemption rights on a cumulative basis. Approval of any Adjournment Proposal requires the affirmative vote of a majority of the votes cast. Pursuant to the terms of the SPAC Charter, the approval of the Name Change Proposal must be by special

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resolution approved by at least two-thirds of the votes cast. In the event a quorum is not present at the extraordinary general meeting, the Chairman of the meeting may adjourn it in accordance with the SPAC Charter to the same time and place in the following week or such other time and place as the Board of Directors of the Company may determine.

The Name Change Proposal is conditioned on the approval of the Acquisition Proposal and will not be implemented if the Acquisition Proposal is not approved.

Shareholders who vote against the Acquisition Proposal may demand that the Company redeem such shareholders’ SPAC Shares for cash as described in the proxy statement attached to this notice. If shareholders holding 30% or more of the SPAC Shares issued in the Company’s IPO (1,271,789 shares) vote against the Acquisition Proposal and demand that the shares be redeemed for cash, the Acquisition will not be consummated. Pursuant to the SPAC Charter, no shareholder or group of shareholders may redeem more than 423,930 shares (10% of the total number of IPO Shares).

A special meeting of the holders of the warrants to purchase the Company’s common stock, issued as a portion of the units issued in the Company’s IPO (the “Public Warrants”), warrants to purchase 1,550,000 issued to the Company’s sponsors immediately prior to the IPO (the “Sponsor Warrants”), and those which may be issued to the representative of the underwriters in the IPO, Broadband Capital Management, Inc., pursuant to an option granted in connection with the IPO, will be held simultaneously with the shareholders’ meeting. The Public Warrant holders and the holders of the Sponsor Warrants will consider and vote upon a proposal to amend the warrant agreement, dated as of March 7, 2008, pursuant to which the warrants were issued (the “Warrant Agreement”) to provide that: (i) the exercise price per share of common stock for which the warrant is exercisable is increased from $5.00 to $8.00, (ii) the term of each outstanding warrant is extended by one year to expire on the earlier of March 7, 2014 or the redemption of the warrant as provided in the Warrant Agreement, and (iii) the holders of the Public Warrants may redeem their Public Warrants for $0.50 at the time of the Acquisition. Approval of these amendments requires the affirmative written consent of Broadband and the holders of a majority of the outstanding Public Warrants (collectively, the “Warrant Amendment Proposals”). The holders of the Sponsor Warrants have agreed to vote in favor of the Warrant Amendment Proposal. Approval of the Warrant Amendment Proposals is a condition to the consummation of the Acquisition.

The Board of Directors of the Company has determined that the Acquisition is fair to and in the best interests of the Company and its shareholders and recommends that you vote “FOR” the Acquisition Proposal, the Name Change Proposal, and any Adjournment Proposal.

Note that the members of the Board of Directors and officers of the Company have interests which are different than those of the holders of the IPO shares and the Public Warrants and that there are various risk factors in connection with the Acquisition. Please see the information under the headings “Risk Factors —  Risks Related to the Acquisition” in the attached proxy statement.

Your vote is important. If the Company does not timely complete the Acquisition, or obtain an extension of the time in which to complete it in accordance with the SPAC Charter, the Company must take actions to liquidate and distribute its assets to the shareholders.

		By order of the Board of Directors,
		Hambrecht Asia Acquisition Corp.
		By: /s/ Robert Eu Robert Eu, Chairman of the Board

February 17, 2010

IF YOU SUBMIT YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SPAC SHARES WILL BE VOTED “FOR” THE ACQUISITION PROPOSAL, THE NAME CHANGE PROPOSAL AND ANY ADJOURNMENT PROPOSAL.

The enclosed proxy statement has not be reviewed by or approved by the Securities and Exchange Commission or any state securities commission nor has any such agency passed upon the adequacy or accuracy of this proxy statement.

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HAMBRECHT ASIA ACQUISITION CORP.

 

NOTICE OF SPECIAL MEETING AND
SOLICITATION OF WRITTEN CONSENT OF WARRANTHOLDERS
TO BE HELD ON MARCH 8, 2010

To the warrantholders of Hambrecht Asia Acquisition Corp:

NOTICE IS HEREBY GIVEN that a special meeting of the holders of the warrants to purchase 4,239,300 ordinary shares of Hambrecht Asia Acquisition Corp. (the “SPAC”, the “Company”, “we” or words of similar import), a company incorporated under the laws of the Cayman Islands, issued in connection with the Company’s initial public offering (the “Public Warrants’) and of warrants to purchase 1,550,000 ordinary shares of the SPAC, issued to the Company’s sponsor immediately prior to the IPO (the “Sponsor Warrants”) will be held at 4:00 p.m., New York City local time, on Monday, March 8, 2010, at the offices of Loeb & Loeb, 345 Park Avenue New York, New York 10154 for the following purposes:

The various proposals are described more completely in the attached proxy statement which also serves as a solicitation of the written consent of the holders of the Public Warrants (referred to as the “public warrantholders”). We encourage you to read the entire proxy statement and its attachments before executing the form of proxy to direct the voting of your Public Warrants. A copy of the Warrant Agreement and the proposed Amendment to Warrant Agreement are included as Annex B to the attached proxy statement. Approval of the Warrant Amendment Proposal requires the written consent of Broadband Capital Management, Inc., as representative of the underwriters in the Company’s initial public offering and holder of an option to purchase units consisting of 280,000 SPAC Shares and warrants to purchase 280,000 SPAC Shares and of the holders of a majority of the outstanding Public Warrants and Sponsor Warrants. The holders of the Sponsor Warrants have agreed to vote in favor of the Warrant Amendment Proposal. Approval of the Warrantholder Adjournment Proposal requires a majority of the votes cast at the special meeting. The form of proxy for the special meeting of warrantholders also serves as a written consent to the amendment to the Warrant Agreement described in the Warrant Amendment Proposal.

Only the holders of record of the Public Warrants and the holders of the Sponsor Warrants on February 8, 2010, the record date for the special meeting, are entitled to notice of and to vote at the special meeting. Although the Warrant Agreement does not expressly provide for meetings of the warrantholders, the Board of Directors has determined that quorum for the transaction of business at the special meeting of warrantholders is the presence in person or by proxy of holders of at least a majority of the outstanding public warrants. In the event a quorum is not present at the special meeting, the Chairman of the meeting may adjourn it to the same time and place in the following week or such other date, time and place as the Board of Directors of the Company may determine.

An extraordinary general meeting of the shareholders of the Company will be held simultaneously with the special meeting of warrantholders to consider and approve a Share Exchange Agreement, dated as of February 12, 2010, (the “Share Exchange Agreement”), between the SPAC, Honest Group Holdings Limited (“Honesty Group”) and each of the shareholders signatories thereto pursuant to which the SPAC will acquire

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all the outstanding shares of Honesty Group in exchange for 8,500,000 ordinary shares, par value $.001 per share, of the SPAC (“SPAC Shares”), and up to 5,800,000 additional SPAC Shares, to be held in an escrow account by an affiliate of Honesty Group’s Hong Kong counsel, that are deliverable to the former shareholders of Honesty Group in the Acquisition (as defined in the attached proxy statement) if the “Combined Company” (the SPAC after the closing of the Acquisition) meets certain net income targets contained in the Share Exchange Agreement described in the attached proxy statement. If approved, the Warrant Amendment Proposal, and the related redemption of the Public Warrants, will only be effective and occur if the Acquisition is closed. There are various conditions to the closing of the Acquisition described in the attached proxy statement and the Share Exchange Agreement included as Annex A thereto.

If the Warrant Amendment Proposal is approved, the public warrantholders may elect to continue to hold their Public Warrants as amended or automatically redeem such holder’s Public Warrants for cash at a price of $0.50 each if the Acquisition is consummated. Any holder of Public Warrants who does not vote at the special meeting will be deemed to have been requested redemption of the Public Warrants held by such person on the terms of the Warrant Amendment Proposal.

The Board of Directors of the Company recommends that you vote “ FOR ” the Warrant Amendment Proposal and any Warrant Adjournment Proposal.

Note that the members of the Board of Directors and officers of the Company have interests which are different than those of the holders of the IPO shares and the Public Warrants and that there are various risk factors in connection with the Acquisition. Please see the information under the headings “Risk Factors —  Risks Related to the Acquisition”.

Your vote is important. If the Warrant Amendment Proposal is not approved and the Company does not timely complete the Acquisition, or obtain an extension of the time in which to complete it in accordance with the SPAC Charter, the Company must take actions to liquidate and distribute its assets to the shareholders.

		By order of the Board of Directors,
		Hambrecht Asia Acquisition Corporation
		By: /s/ Robert Eu Robert Eu, Chairman of the Board

February 17, 2010

IF YOU SUBMIT YOUR PROXY CARD AND WRITTEN CONSENT WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR WARRANTS WILL BE VOTED “FOR” THE WARRANT AMENDMENT PROPOSAL AND ANY WARRANT ADJOURNMENT PROPOSAL. IF YOU SUBMIT YOUR PROXY CARD WITHOUT AN INDICATION OF WHETHER YOU WISH TO HOLD YOUR PUBLIC WARRANTS, AS AMENDED, OR IF YOU FAIL TO RETURN YOUR PROXY CARD, YOU WILL BE DEEMED TO HAVE ELECTED TO REDEEM ALL OF THE PUBLIC WARRANTS YOU OWN.

The enclosed proxy statement has not be reviewed by or approved by the Securities and Exchange Commission or any state securities commission nor has any such agency passed upon the adequacy or accuracy of this proxy statement.

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PROXY STATEMENT
FOR
EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS
AND
PROXY STATEMENT AND SOLICITATION
OF WRITTEN CONSENT FOR
SPECIAL MEETING OF THE WARRANTHOLDERS
OF
HAMBRECHT ASIA ACQUISITION CORP.
TO BE HELD ON MARCH 8, 2010

An extraordinary general meeting of shareholders and a special meeting of warrantholders of Hambrecht Asia Acquisition Corp., (the “SPAC”, the “Company”, “we” or words of similar import), a company incorporated under the laws of the Cayman Islands, will be held at 4:00 p.m., New York City local time, on Monday, March 8, 2010, at the offices of Loeb & Loeb, 345 Park Avenue, New York, New York, USA, for the purposes described in the Notice of Extraordinary General Meeting of Shareholders and the Notice of Special Meeting and Solicitation of Written Consent of Warrantholders to which this proxy statement is attached, and as further described elsewhere in this proxy statement. Under the laws of the Cayman Islands, the Company is authorized to issue “ordinary shares,” par value $.001 each (the “SPAC Shares”), to holders referred to as “members” but in this proxy statement we have referred to the SPAC Shares as “shares” and the “members” as “shareholders” for ease of reference.

On February 12, 2010, we entered into a Share Exchange Agreement (a copy of which is attached as Annex A to this proxy statement) with the Honesty Group Holdings Limited (“Honesty Group”) and each of the shareholder signatories thereto. Under the Share Exchange Agreement, if approved by the shareholders of SPAC and subject to the terms and conditions of the Share Exchange Agreement, the SPAC will acquire all the outstanding shares of Honesty Group (“Honesty Group Shares”) in exchange for 8,500,000 ordinary shares, par value $.001 per share, of the SPAC (“SPAC Shares”) payable at closing and up to 5,800,000 additional SPAC Shares (to be held in an escrow account by an affiliate of Honesty Group’s Hong Kong counsel) that are deliverable to the former shareholders of Honesty Group if the “Combined Company” in the Acquisition (as defined below) meets certain net income targets contained in the Share Exchange Agreement, and thereby indirectly acquire all of the equity interests in its three subsidiaries: (i) Guanke (Fujian) Electron Technological Industry Co. Ltd. (“Guanke”), a company incorporated under the laws of the People’s Republic of China with operations principally located in the People’s Republic of China (“PRC”), which is engaged in the design and manufacture of liquid crystal display or “LCD” products (including LCD monitors, LCD TVs, LED back-lighted modules, and application-specific products) and focused on distribution and sale of high-quality, branded products at affordable prices, principally to consumers in the China market; (ii) Guanwei (Fujian) Electron Technological Company Limited (“Guanwei”), a corporation formed under the laws of the PRC (a development stage company); and (iii) Guancheng (Fujian) Electron Technological Company Limited (“Guancheng”) a corporation formed under the laws of the PRC (a development stage company) (together, the “Target”). Upon consummation of the Acquisition, Honesty Group will become a wholly owned subsidiary of the SPAC.

At the extraordinary general meeting, we are asking our shareholders to approve a proposal (“Acquisition Proposal”) approving the Share Exchange Agreement and the transactions contemplated thereby (the “Acquisition”). We are also asking our shareholders to approve a change in our corporate name to SGOCO Technology Ltd. (“Name Change Proposal”). Each of these proposals, as well as a proposal to adjourn the extraordinary general meeting from time to time if necessary (“Adjournment Proposal”), are described in more detail below.

At the simultaneous special meeting of the public warrantholders, we are asking the holders of our public warrants (“Public Warrants”) to approve a proposal to amend the Warrant Agreement, dated as of March 7, 2008 (the “Warrant Agreement”), between the SPAC and Continental Stock Transfer & Trust Company, as warrant agent, to provide that: (i) the exercise price per share of common stock for which the warrant is exercisable is increased from $5.00 to $8.00, (ii) the term of each outstanding warrant is extended by one year to expire on the earlier of March 7, 2014 or the redemption of the warrant as provided in the Warrant Agreement, and (iii) the holders of the Public Warrants may redeem their Public Warrants for $0.50 at the time of the Acquisition (the “Warrant Amendment Proposal”). The amendment to the Warrant Agreement, in

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substantially the form attached to this proxy statement as Annex B, will be executed and effective only if the Acquisition is consummated. This proposal, as well as a proposal to adjourn the special meeting from time to time if necessary (“Warrant Adjournment Proposal”), is described in more detail below. One of the various conditions to the closing of the Acquisition is the approval of the Warrant Amendment Proposal.

The closing of the Acquisition, and the consummation of the other transactions contemplated in the Share Exchange Agreement and the other proposals, will not occur unless all the conditions to closing in the Share Exchange Agreement are satisfied or waived. Under the terms of our Amended and Restated Memorandum of Association, and our Amended and Restated Articles of Association, each adopted by Special Resolution passed on January 29, 2008 (“SPAC Charter”), approval of the Acquisition Proposal requires the affirmative vote of at least a majority of the outstanding SPAC Shares, in person or by proxy, at the extraordinary general meeting or any adjournment of that meeting and is also conditioned upon shareholders owning fewer than 30% (or 1,271,790 shares) of the SPAC Shares sold in its initial public offering voting against the Acquisition Proposal and exercising their redemption rights on a cumulative basis. If you desire to have your shares redeemed, you must vote against the Acquisition Proposal and make a timely demand for redemption on the proxy card delivered with this proxy statement.

Pursuant to the terms of the SPAC Charter, the approval of the Name Change Proposal must be by special resolution approved by at least two-thirds of the votes cast. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast. In the event no quorum is present at the extraordinary general meeting, the Chairman of the meeting may adjourn it in accordance with the SPAC Charter to the same time and place in the following week or such other date, time and place as the Board of Directors of the Company may determine.

The Company’s Board of Directors has determined that the Acquisition is fair to and in the best interests of the Company and its shareholders and recommends that the shareholders vote “ FOR ” the Acquisition Proposal, the Name Change Proposal, and any Adjournment Proposal.

Pursuant to the terms of the Warrant Agreement, the approval and consent of the holders of a majority of the outstanding Public Warrants and the Sponsor Warrants (voting as a class), as well as the written consent of Broadband Capital Management, Inc., the representative of the underwriters in our public offering and the holder of an option to acquire units consisting of 280,000 SPAC Shares and warrants to purchase 280,000 SPAC Shares is required to adopt the Warrant Amendment Proposal and amend the Warrant Agreement. The holders of the Sponsor Warrants have agreed to vote in favor of the Warrant Amendment Proposal.

The Company’s Board of Directors has recommended that the public warrantholders vote “ FOR ” the Warrant Amendment Proposal and any Warrant Adjournment Proposal.

If the Acquisition Proposal and the Warrant Amendment Proposal are not approved as described in this proxy statement and the Acquisition is not consummated by March 12, 2010, we are required by the SPAC Charter to liquidate and dissolve and to distribute to our shareholders the amount in the Trust Account as described elsewhere in this proxy statement under the heading “Proposal 1: Acquisition Proposal —  Consequences if Acquisition Proposal is not Approved.”

This proxy statement provides you with information about Honesty Group and its subsidiaries, the SPAC, the Share Exchange Agreement, the Acquisition Proposal, the Warrant Amendment Proposal and the other proposals for actions to be taken at the extraordinary general meeting of shareholders and the special meeting of warrantholders. We encourage you to read this entire proxy statement and the annexes before you vote, including the information under the heading “Risk Factors”. You may also obtain more information about the Company from the reports and other documents (collectively, “Reports”) we file with the U.S. Securities and Exchange Commission (the “SEC”). These reports are available without charge at www.sec.gov . See “Where to Find Additional Information” below.

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HAMBRECHT ASIA ACQUISITION CORPORATION

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		Page
QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDERS AND WARRANTHOLDERS MEETINGS			1
SUMMARY			8
Hambrecht Asia Acquisition Corporation			8
Honesty Group Holdings Limited			9
The Acquisition and the Share Exchange Agreement			14
Directors and Executive Officers of the Combined Company			15
Extraordinary General Meeting of Our Shareholders			15
Record Date for Shareholders			15
Shareholder Vote Required to Approve the Acquisition Proposal			16
Shareholder Vote Required to Approve the Name Change Proposal			16
Redemption Rights			16
Appraisal or Dissenters Rights			17
Special Meeting of Our Warrantholders			17
Record Date for Warrantholders			17
Warrantholder Vote Required to Approve the Warrant Amendment Proposal			17
Election to Redeem Public Warrants for Cash or Hold Amended Public Warrants			17
Proxies			17
Share Ownership			18
Recommendation of Our Board of Directors			18
Interests of Our Directors and Executive Officers in the Acquisition			18
Trust Account Proceeds			19
If the Acquisition Is Not Approved			19
Quotation/Listing			19
Regulatory Matters			19
Proxy Solicitation			17
Enforceability of Civil Liabilities against Non-U.S. Persons			20
Exchange Rates			20
RISK FACTORS			22
Risks Related to Honesty Group’s Business and Its Industry			22
Risks Relating to the SPAC and the Combined Company			27
Risks Related to Honesty Group’s Corporate Structure			30
Risks Related to Doing Business in China			31
Risks Relating to Our Securities			35
Risks Relating to the Acquisition			36
FORWARD-LOOKING STATEMENTS			39
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS			40
THE SPECIAL MEETING OF WARRANTHOLDERS			43
PROPOSAL 1: ACQUISITION PROPOSAL			45
Background to the Acquisition			45
Honesty Group and The Target			46
Board Consideration and Approval of the Acquisition			47
Interest of the SPAC’s Directors and Officers in the Acquisition			47
The SPAC’s Reasons for the Acquisition and Recommendation of the SPAC Board			48
Honesty Group’s Record of Growth and Expansion and High Potential for Future Growth			48

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		Page
Satisfaction of 80% Test			48
Conclusion of the Board of Directors			51
Ownership of SPAC Following the Acquisition			52
Subsidiary Status of Honesty Group after the Acquisition			52
Appraisal or Dissenters Rights			53
Anticipated Accounting Treatment			53
Regulatory Approvals			53
Consequences if Acquisition Proposal Is Not Approved			53
Required Vote			53
THE SHARE EXCHANGE AGREEMENT			54
General			54
Consummation of the Acquisition			54
Purchase Price			54
Representations and Warranties			54
Conduct of Business Prior to the Acquisition			56
No Solicitation			57
Meeting of Shareholders and Proxy Statement			58
Other Covenants			58
Board of Directors of the Combined Company			59
Registration Rights Agreement			59
Conditions to the Consummation of the Acquisition			59
Termination of the Share Exchange Agreement			62
Amendment of the Share Exchange Agreement			62
Disclosure Schedule			62
Exhibits			62
Sponsor Agreement			63
Capitalization of Combined Company			63
SGOCO Technology Park Option Agreement			63
Actions That May Be Taken to Secure Approval of the Acquisition Proposal			64
SHAREHOLDER PROPOSAL 2: NAME CHANGE PROPOSAL			65
General			65
Vote Required to Approve the Name Change Proposal			65
SHAREHOLDER PROPOSAL 3: ADJOURNMENT PROPOSAL			66
Proposal			66
Required Vote			66
WARRANTHOLDER PROPOSAL 1: THE WARRANT AMENDMENT PROPOSAL			67
Purpose of the Warrant Amendment Proposal			67
Source of Funds for Redemption of Warrants			68
Warrant Consent and Election Procedures			68
Recommendation and Required Vote			68
WARRANTHOLDER PROPOSAL 2: THE WARRANTHOLDER ADJOURNMENT PROPOSAL			69
Consequences if the Warrantholder Adjournment Proposal is Not Approved			69
Required Vote			69
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			70
INFORMATION ABOUT HONESTY GROUP			77
Industry Overview			77
China’s Economy			77
Global LCD Industry			78

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		Page
China’s LCD Industry			79
Government Subsidy for Consumer Electronics in Rural Area			80
Development of SGOCO’s Business			80
SGOCO Products			81
Properties and Manufacturing Facility			82
Research and Development			83
Manufacturing			84
Marketing and Distribution			84
Competition			85
Regulatory			86
Environmental			86
Intellectual Property			87
Officers and Directors			87
Audit Committee			88
Compensation Committee			89
Executive and Director Compensation			89
Executive Compensation			89
Compensation Arrangements for Directors			89
Employment Agreements			89
Proposed Stock Incentive Plan			90
Board of Directors After the Transaction			90
Code of Business Ethics			90
SELECTED SUMMARY HISTORICAL FINANCIAL INFORMATION			90
Honesty Group Selected Historical Financial Information			91
SPAC Historical Financial Information			91
SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF THE SPAC AND HONESTY GROUP			92
Unaudited Pro Forma Combined Balance Sheets			93
Unaudited Pro Forma Combined Balance Sheets — Assuming 30% Redemption of Shares			95
HONESTY GROUP’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			98
Company Overview			98
Business Review			99
Sales & Distribution			99
Branding			100
Manufacturing			100
Product Development			101
Liquidity and Capital Resources			101
Workforce			102
Analysis of Operations Results			102
Comparison of Fiscal Years Ended December 31, 2009 and 2008			102
Analysis of Financial Condition			103
Comparison of Fiscal Years Ended December 31, 2009 and 2008			103
Off-balance Sheet Arrangements			104
Quantitative and Qualitative Market Risks			104
INFORMATION ABOUT THE SPAC			105
Overview			105
Automatic Liquidation and Dissolution If No Business Combination			105

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		Page
BENEFICIAL OWNERSHIP OF SECURITIES			109
Share Ownership of SPAC Before the Proposed Acquisition			109
Ownership of the Combined Company After the Proposed Acquisition			111
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			112
Compensation of Directors and Officers			112
Services Agreement			112
Revolving Credit Agreement and Promissory Note			112
Warrant Purchase Agreement			112
Securities Escrow Agreement			112
Registration Rights Agreement			113
Right of First Refusal and Corporate Opportunities Agreement			113
Warrants to Purchase Shares in the Combined Company			113
Honesty Group Transactions with Affiliates and Employees			113
DIRECTORS AND MANAGEMENT OF COMBINED COMPANY			114
DESCRIPTION OF SHARE CAPITAL			116
General			116
Units			116
Public Shareholders’ Units			116
Ordinary Shares			116
Preferred Shares			118
Warrants			118
Public Shareholders’ Warrants			118
Dividends			120
Our Transfer Agent and Warrant Agent			120
Mergers and Similar Arrangements			120
WHERE YOU CAN FIND MORE INFORMATION			121
FINANCIAL STATEMENTS OF THE SPAC			F-1
FINANCIAL STATEMENTS OF HONESTY GROUP			F-30
Annex A: Share Exchange Agreement			A-1
Annex B: Warrant Agreement and Proposed Amendment to Warrant Agreement			B-1

If you would like additional copies of this proxy, or if you have questions about the acquisition, you should contact:

Karen Smith
Advantage Proxy
24925 13th Place South
Des Moines, Washington 98198
206-870-8565

To obtain timely delivery of requested materials, shareholders must request the information no later than five business days before the date they submit their proxies or attend the extraordinary general meeting. The latest date to request the information to be received timely is March 1, 2010.

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QUESTIONS AND ANSWERS ABOUT THE
SHAREHOLDERS AND WARRANTHOLDERS MEETINGS

The following questions and answers provide summaries of certain information found elsewhere in this proxy statement or in the Company’s SEC Reports. Please read the entire proxy statement and the Annexes before you vote and refer to the SEC Reports for additional information.

The Company was formed as a blank check company to acquire one or more businesses having primary operations in the PRC through a merger, stock exchange, asset acquisition or similar business combination or control, or through contractual arrangements. As described in our SEC Reports, substantially all of the net proceeds of our IPO have been held in escrow pending consummation of a business combination (the “Trust Account”). The Trust Account had a balance of $33,848,881 at December 31, 2009, or approximately $7.98 per outstanding SPAC Share held by public shareholders. Under the terms of our IPO and the SPAC Charter, we must have entered into a letter of intent or agreement with respect to a business combination with a fair market value of at least 80% of the Trust Account, excluding $1,187,004 in deferred underwriting discounts and commissions, within 18 months from the date of our IPO, and close on the business combination by March 12, 2010, unless the time period is extended by a vote of holders of a majority of the outstanding SPAC Shares.

As described in this proxy statement, we entered into a letter of intent with respect to the Acquisition on July 31, 2009, and the Share Exchange Agreement on February 12, 2010. As a condition to the consummation of the Acquisition described in the Share Exchange Agreement, holders of the Company’s Public Warrants must agree to the change in certain terms of the warrants as described in this proxy statement. A copy of the Share Exchange Agreement is attached as Annex A to this Proxy Statement and copies of the Warrant Agreement and the proposed Amendment to the Warrant Agreement are attached as Annex B to this Proxy Statement. Each of these agreements are incorporated by reference in this proxy statement and should be reviewed carefully by the shareholders and warrantholders in connection with their votes.

Shareholders :

In addition, each properly executed proxy card will authorize the proxies named therein to take such actions as any such proxy may determine in his discretion with respect to such other business or procedural matters as may properly come before the extraordinary general meeting, as it may be adjourned from time to time.

Under the terms of the Share Exchange Agreement, approval by our shareholders of the Acquisition Proposal is one of the conditions to closing the transactions contemplated by the Share Exchange

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Agreement. Another condition is approval of the Warrant Amendment Proposal by the holders of our warrants. Accordingly, we will only proceed with the consummation of the Acquisition if our shareholders approve the Acquisition Proposal and our warrantholders approve the Warrant Amendment Proposal.

There are also other conditions to the closing under the Share Exchange Agreement, including a condition that fewer than 1,271,790 SPAC Shares (30% of the total number of ordinary shares sold in our IPO) vote against the Acquisition Proposal and demand that we redeem their shares into cash. If closing of the Acquisition under the Share Exchange Agreement does not occur for any reason, our board of directors will take no action to implement the other Proposals even if they have been approved by our shareholders and warrantholders.

Warrantholders :

In addition, each properly executed proxy card will authorize the proxies named therein to take such actions as any such proxy may determine in his discretion with respect to such other business or procedural matters as may properly come before the extraordinary general meeting, as it may be adjourned from time to time.

If your shares or warrants are held in street name, as of the close of business on February 8, 2010, the record date for the extraordinary general meeting of shareholders, or a warrantholder of record as of the close of business on February 8, 2010, the record date for the special meeting of warrantholders, you should receive

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information from your broker on how vote your shares and vote and provide written consent with respect to your warrants. Share and warrants held in street name may be voted in one of the following ways:

Whether or not you plan to attend the meeting, we encourage you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy. Your vote in person at the meeting will cancel and override the vote authorized by your proxy card.

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If none of the shareholders demand to redeem the SPAC Shares that he or she owns for cash and assuming none of our warrants are exercised or redeemed, our existing shareholders, including both our Sponsors and public shareholders will own, in the aggregate, approximately 36.4% of the Company, excluding the 5,800,000 SPAC Shares escrowed for the earn-out under the Share Exchange Agreement and 311,696 SPAC Shares owned by the Sponsors and escrowed subject to the earn-out pursuant to the Share Exchange Agreement, or 26.6% on a pro forma basis as if the escrowed shares were earned at the closing of the Acquisition. Public shareholders will own approximately 31.7%, or 21.8% on a pro forma basis. In addition, warrants to purchase 5,789,300 SPAC Shares would be outstanding: 4,239,300 Public Warrants, and 1,550,000 warrants held by the Sponsors, each exercisable at $8.00 per share.

After the Acquisition, if the maximum number of SPAC Shares held by public shareholders were redeemed which would not violate the condition to the consummation of the Share Exchange Agreement

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(less than 30%), and if all of the Public Warrants were redeemed, our existing shareholders, including both our Sponsors and public shareholders will own, in the aggregate, approximately 29.7% of the Company, excluding the shares escrowed for the earn-out under the Share Exchange Agreement, or 21.4% on a pro forma basis as if the escrowed shares were earned and issued at the closing of the Acquisition. Public shareholders will own approximately 24.5%, or 16.3% on a pro forma basis. Warrants to purchase 1,550,000 SPAC Shares held by the Sponsors would be outstanding.

The calculations in the preceding two paragraphs assume that the option of Broadband Capital Management to purchase 280,000 SPAC Shares and 280,000 warrants has not been exercised.

If, notwithstanding your vote “Against” the Acquisition Proposal, the Acquisition is completed and you requested redemption of your SPAC Shares, you will be entitled to receive a per-share redemption price as described immediately below. Do not send your share certificates with your proxy. If the Acquisition is consummated, redeeming shareholders will be provided with a transmittal letter and must tender their shares to us within 20 business days after consummation of the Acquisition. Redeeming shareholders will be notified when they should expect to receive the redemption amount. Shareholders who intend to redeem their shares should contact their broker or custodian as soon as possible to request their share certificates. Even if the Acquisition Proposal receives an adequate affirmative vote, if the public shareholders holding 1,271,789 SPAC Shares (fewer than 30% of the total number of ordinary shares sold in our IPO) or more vote against the Acquisition Proposal and demand that we redeem their shares into cash, the Acquisition will not be consummated. Pursuant to the SPAC Charter, no shareholder or group of shareholders may redeem more than 423,930 shares (10% of the total number of IPO Shares).

Warrantholders :  If you hold Public Warrants and the Warrant Amendment Proposal is approved and the Acquisition is consummated, you will have the right to redeem your warrants for cash or retain your Public Warrant as amended to increase the exercise price to $8.00 per SPAC Share and to extend the exercise date to the earlier of March 7, 2014 or the date of redemption as provided in the Warrant Agreement.

If you fail to vote at the special meeting of warrantholders, you will be deemed to have agreed to have your warrants redeemed for $0.50 each.

If, notwithstanding your vote “For” or “Against” the Warrant Amendment Proposal, if the Acquisition is completed and you did not elect to continue to hold warrants or you failed to vote in person or by proxy at the special meeting, you will receive a per-warrant redemption price of $0.50 upon surrender of the certificate representing your Public Warrant. If you elect to continue to hold your public warrant, upon consummation of the Acquisition, your outstanding warrant will be immediately and without further action on your part be amended to increase the exercise price to $8.00 per SPAC Share and to extend the exercise period. Do not send your warrant certificates with your proxy. If the Acquisition is consummated, redeeming warrantholders will be provided with a transmittal letter and must tender their warrants to us within 20 business days after consummation of the Acquisition. Redeeming warrantholders will be notified when they should expect to receive the redemption amount. Warrantholders who intend to redeem their warrants should contact their broker or custodian as soon as possible to request their share certificates.

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If the Acquisition is consummated and you have either failed to designate that you wish to retain your Public Warrant, as amended, or you fail to vote, your Public Warrants will be redeemed at $0.50 each.

If you have any questions about the Warrant Amendment Proposal or the Acquisition or if you are a warrantholder and need assistance in submitting your written consent and proxy or voting your warrants or need additional copies of this proxy statement or the enclosed written consent and proxy card, you should contact Advantage Proxy, the proxy solicitation agent for the SPAC, toll free at (877) 870-8565 or collect at (206) 870-8565 If your warrants are held in a stock brokerage account or by a bank or other nominee, you should call your broker or other nominee for additional information

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SUMMARY

This summary highlights certain selected information from this proxy statement relating to the Share Exchange Agreement and the transactions contemplated thereby and does not contain all of the information that is important to you. You should carefully read this entire proxy statement and the other documents to which it refers. See “Where You Can Find More Information.” Certain risk factors are described below under the heading “Risk Factors.”

Hambrecht Asia Acquisition Corporation

The SPAC was incorporated under the laws of the Cayman Islands as an exempted company on July 18, 2007. We were incorporated to acquire, through a merger, a share exchange, asset acquisition or other similar business combination, or control, through contractual arrangements, an operating business having its primary operations located in the PRC. We refer to these transactions required by our IPO and SPAC Charter as a “business combination.”

The registration statement for our IPO was declared effective on March 7, 2008 and the IPO completed on March 12, 2008. Immediately prior to consummating our IPO, we sold an aggregate of 1,550,000 warrants at $1.00 per warrant to certain officers and affiliates in a private placement (the “Private Placement”). An aggregate of 4,239,300 units were sold in the IPO at an offering price of $8.00 per unit, generating gross proceeds of $33,914,400. Each unit consisted of one of the Company’s ordinary shares, $0.001 par value, and one warrant. As of December 31, 2009, we had 5,299,125 SPAC Shares and 5,789,300 warrants outstanding. Each warrant currently entitles the holder to purchase one SPAC Share at an exercise price of $5.00 per share commencing on the later of: (i) the consummation of the business combination, or (ii) March 7, 2009. The warrants currently expire on March 7, 2013, unless earlier redeemed by the SPAC. The warrants included in the units sold in the IPO are redeemable, at the Company’s option, in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ notice after the warrants become exercisable, only in the event that the last sale price of the SPAC Shares exceeds $11.50 per share for any 20 trading days within a 30-trading day period. Continental Stock Transfer & Trust Company acts as the trustee of the Trust Account. The amounts held in the Trust Account are held for our benefit and the benefit of our shareholders.

Net proceeds of $33,527,396 from the IPO and the Private Placement were placed in the Trust Account at the time of the IPO. The Trust Account includes a deferred underwriting discount from the IPO of up to $1,187,004 which would be paid to the underwriters upon consummation of a business combination. Additionally, up to an aggregate of $700,000, plus up to an additional $350,000 during any Extended Period (as described below) if approved by shareholders, of interest earned on the Trust Account balance (net of any taxes paid or payable) may be released to us to fund operating activities. Through December 31, 2009, approximately US $317,002 of interest earned on the Trust Account balance has been released to the Company for working capital purposes. The remaining amounts in the Trust Account ($33,848,881 at December 31, 2009) will only be released on the earlier of: (i) the consummation of a business combination with one or more operating businesses having their primary operations in the PRC; or (ii) the Company’s liquidation, except to satisfy shareholder redemption rights.

The inclusion in the Trust Account of the purchase price of the Private Placement warrants and the deferred underwriting discounts and commissions is a benefit to our public shareholders because additional proceeds will be available for distribution to investors if a liquidation of the Company occurs prior to our completing an initial business combination. If we do not complete an initial business combination and the trustee must therefore distribute the balance in the Trust Account on our liquidation, the underwriters have agreed: (i) to forfeit any rights or claims to the deferred underwriting discounts and commissions, together with any accrued interest thereon, in the Trust Account, and (ii) that the trustee is authorized to distribute the deferred underwriting discounts and commissions, together with any accrued interest thereon, net of income and franchise taxes payable on such interest, to the public shareholders on a pro rata basis along with the other remaining amounts in the Trust Account.

Our total operating expenses incurred from the period from July 18, 2007 (date of inception), to December 31, 2009, were approximately US $672,112, of which approximately US $465,983 has been paid and approximately US $206,129 is accrued and outstanding as of December 31, 2009. The most significant expenses incurred to date include: general and administrative expenses, rental expenses, travel expenses and

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professional services. As of December 31, 2009, there was approximately US $33,848,881 (including the underwriters’ deferred compensation equal to US $1,187,004) in the Trust Account and approximately US $17,568 of cash and cash equivalents outside of the Trust Account. For the twelve months ended December 31, 2009, we incurred a net loss of US $254,884.

The mailing address of the SPAC’s principal executive office is 13/F Tower 2, New World Tower, 18 Queen Road Central, Hong Kong, and its telephone number is 852-2801-5383.

Honesty Group Holdings Limited

Honesty Group Holdings Limited (“Honesty Group”) is a limited liability company registered in Hong Kong on September 13, 2005. Honesty Group’s shareholders are Sun Zone Investments Limited, which holds 8,000 ordinary shares or 80% of the outstanding shares, and Mr. Sze Kit Ting who holds 2,000 ordinary shares or 20% of the outstanding shares. Sun Zone Investments Limited is a British Virgin Islands corporation formed by Mr. Tin Man Or for the purpose of holding his stock in Honesty Group. The mailing address of Honesty Group’s principal executive office is SGOCO Technology Park, Loushan, Jinjiang City, Fujian, China 362200 and its telephone number is 86-595-8200-5598.

Honesty Group owns 100% of Guanke Electron Technological Industry Co., Ltd (“Guanke”), Guanwei Electron Technological Co., Ltd (“Guanwei”), and Guancheng Technological Industry Co., Ltd. (“Guancheng”) (collectively, “SGOCO” or the “Target”). Guanke, Guanwei and Guancheng are limited liabilities companies established in Jingjiang City, Fujian Province under the corporate laws of the People’s Republic of China (“PRC” or “China”). Guanke was formed on January 16, 2006 with a registered capital of $11,880,000. Guanwei and Guancheng were formed on June 22, 2007 with registered capital of $11,880,000 and $7,800,000, respectively, of which $3,130,000 and $2,259,970, respectively, had been invested by Honesty Group as of September 30, 2009. The remaining registered capital of $8,750,000 and $5,540,030 has to be fulfilled by December 31, 2010. Guanwei and Guancheng are under development stage and have no operations as of the date of this proxy statement.

SGOCO is engaged in the design, manufacture and distribution of LCD consumer products including LCD PC monitors, LCD TV and application-specific products focused on providing high quality, branded electronics at affordable prices to the emerging Chinese consumer. Management’s vision is to offer high quality LCD products under brands that it controls such as “SGOCO” and “Edge 10”, and the “Buick” brand which it expects to license in the first quarter of 2010, at reasonable prices to consumers residing in China’s Tier 2, Tier 3 and Tier 4 cities. Management of SGOCO believes that end-users in its target market are less brand-conscious and more price sensitive than consumers typically found in China’s Tier 1 cities. SGOCO currently sells its products via multiple channels including computer stores, distributors and specialty retailers, but is focused on developing a more vertically integrated Direct Store Delivery system, via a strategy referred to as SGOCO Clubs.

SGOCO’s management believes that the LCD products, in general, have very short-shelf lives. This is because new technologies and features are constantly introduced into the marketplace by international brands. However, these new technologies and features are typically marketed first to Tier 1 cities, where brand recognition is the key driver to sales. SGOCO’s goal is to offer its branded products with similar features at affordable pricing points and establish a dominant market position to selected Tier 2, Tier 3 and Tier 4 cities before competitor brands reach these markets.

In 2009, the Target initiated an effort to convert select specialty retailers and large end customers into Direct Store Delivery (DSD) partners via a strategy referred to as “SGOCO Clubs.” A network of SGOCO Clubs allow the Target to (a) rapidly build a brand presence in multiple markets; and (b) allow operators of SGOCO Clubs to offer differentiated branded products at reasonable prices where they enjoy higher gross margins.

DSD partners are encouraged to build and manage their own business to sell products carrying SGOCO brands. DSD members benefit by purchasing products at wholesale prices from SGOCO, as manufacturer, and selling them at retail prices. Management believes a network of DSD partners is an effective way to distribute products in dispersed markets because the DSD partners engage in localized person-to-person product education and after-sales servicing, which is not readily available through traditional distribution channels.

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SGOCO believes that this personal touch enhances end users’ awareness of the benefits and value of SGOCO products. Additionally, SG0CO believes that a DSD approach appeals to a cross-section of potential partners, such as entrepreneurial operators of specialty retailers (mom-and-pop retail stores) who may want a differentiated branded retail presence, and internet café operators who may already use a large number of LCD products in their business, and who may be seeking to supplement their income by selling products. Management considers SGOCO’s high-quality products, compact product lines, and higher potential gross margins (at MSRP) to be attractive components of SGOCO Club marketing system.

Brands and Product Lines

SGOCO currently sells products from two primary branded product lines: SGOCO, which includes high-quality, feature rich LCD products, and Edge 10, a unique line of products currently aimed at the educational marketplace in the U.K. In 2009, sales of SGOCO product line represented 79.2% of total revenue. While SGOCO’s primary focus is to manufacture in support of its own brands, when manufacturing capacity allows, it will temporarily use spare capacity for OEM/ODM customers. For example, in 2007, approximately 50% of its revenue was derived from OEM customers such as Haier Group, China’s largest home appliance brand, and Supertech Engineering & Systems, an Indian glass manufacturer. In 2008 and 2009, OEM revenue decreased to less than 10% of total revenue because of the production focus shifting to SGOCO’s own brands. In 2009, the Company moved all of its production to the newly built facility in SGOCO Technology Park. Because of this expansion in capacity, SGOCO’s management expects OEM/ODM revenue to increase in 2010 to account for approximately 20 – 30% of its total revenue.

In 2010, SGOCO expects to introduce a “Buick”® line of products in China which will complement SGOCO brand. In 2009, SGOCO reached an agreement in principle to license the Buick brand for sales of LCD products in China from General Motors Corporation and expect to finalize the license agreement in the first quarter of 2010. General Motors, selling vehicles under the Buick, Chevrolet, Opel and Cadillac names, is the best-selling foreign automaker in China. The Buick brand is especially strong in China with a long history since 1930s. General Motors and its local partners sold a record 1,826,424 vehicles in China in 2009, pushing the automaker’s market share in the country to 13.4 percent. Since 1999, a Chinese version of the Buick Century/Regal has been produced and sold in China by Shanghai GM and has proven to be popular among upscale, professional families, establishing Buick as one of the most popular vehicle brands in China with 447,011 vehicles sold in 2009.

Distribution

While SGOCO initially utilized a network of distributors to reach end consumers, since 2009 it has been building a “Direct Store Delivery” (DSD) model, which SGOCO calls SGOCO Clubs, as it enters new markets. Under SGOCO Club model, SGOCO seeks to convert existing small specialty retailers (mom-and-pop stores) into exclusive retailers of SGOCO-owned brands. The conversion entails the re-decoration of the retail space or a portion within existing stores based upon SGOCO’s specifications. SGOCO provides direct store distribution to the retail stores of a selective line of products (of different screen size and features) under one or multiple brands owned by SGOCO. Through regular interaction with SGOCO Club operators, management is able to better understand the needs of end-consumers in the market place and is able to respond more quickly to market demands. SGOCO then endeavors to quickly design and add new features to its future product offerings. SGOCO Club model is designed to: (a) take advantage of existing sales networks that specialty retailers already have, (b) reduce intermediary cost in order to offer higher gross margins (at MSRP) to SGOCO Club operators, (c) ensure value and competitively priced products to-end consumers in the Tier 2, Tier 3 and Tier 4 cities in China, and (d) obtain end-consumer feedback on product features to ensure that SGOCO’s products meet the needs of this rapidly developing marketplace. Unlike current competitors with multi-layer distributors who do not have control over pricing, SGOCO products sold at MSRP prices provide larger margins over well-known international brands. As of December 31, 2009, SGOCO has approximately 70 retail stores in 11 provinces and municipalities in China. SGOCO plans to reach approximately 600 and 1,000 SGOCO Club locations in 2010 and 2011, respectively.

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SGOCO Clubs are currently classified into three different types, depending upon the sales volume expected by each SGOCO Club member and SGOCO management:

Management believes that it will be able to expand quickly with SGOCO Club model. SGOCO Club model helps business owners with initial setup costs as SGOCO reimburses a portion of store set-up costs upon SGOCO Club operators meeting sales quotas. This ties personal success to that of a national brand portfolio to provide incentives for the business owners to promote brand in local regions. SGOCO Club also provides mutually beneficial economics to SGOCO and to operators by offering direct purchases from the manufacturer to eliminate national and regional distributor margins, more flexible order terms, just-in-time deliveries and performance-based incentives. SGOCO provides not only multiple branded product lines, but also sales, marketing and management assistance to help local operators succeed.

Business Strategies

The principal objective of the Target’s management is for SGOCO to be a leading developer and manufacturer of LCD products and to create a network of SGOCO Clubs in Tier 2, Tier 3 and Tier 4 cities in China to distribute its products. The strategy is to capitalize on SGOCO’s operating strengths, which include a product development program; in-house manufacturing capability; value priced, feature rich products marketed under brands the Target controls; an attractive compensation plan for SGOCO Club members; a scalable business model; and an experienced management team.

SGOCO’s vertically integrated business model enables SGOCO to capture advantages from the entire value chain in order to deliver competitively priced products at higher margins to its distribution partners to the emerging Chinese consumer. The key to SGOCO’s success is the interplay of the three main elements of its business model, namely (1) a proprietary Direct Store Delivery distribution channel in the form of a national network of independent retail outlets operating under the “SGOCO Club” name; (2) an actively-managed portfolio of brands, comprised of both in-house trademarks like “SGOCO” as well as trademarks like “Buick”, which SGOCO is in the process of licensing, that have strong local appeal; (3) a world-class manufacturing, design engineering, and product development capability to support its distribution channel and brand portfolio. By controlling the three main elements, management believes that SGOCO has an advantage over its competitors by being able to lower costs and provide quicker response time to market demand for new products and features:

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Growth Strategies

SGOCO seeks to grow its business by pursuing the following strategies:

Competition

SGOCO competes with manufacturers, distributors and retailers of electronic products for consumers. Some of its competitors are significantly larger and have greater financial resources and better name recognition than SGOCO does. It competes with these entities by emphasizing the value-branded products, the focused product line offerings, and the business model underlying SGOCO Clubs.

SGOCO’s business is driven primarily by its DSD partners, referred to as SGOCO Club members. SGOCO’s ability to compete with other manufacturers depends in significant part on its success in attracting and retaining SGOCO Club members. There can be no assurance that programs for attracting and retaining SGOCO Club members will be successful. The pool of individuals interested in being a DSD partner is

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limited in each market. Although management believes that SGOCO offers an attractive opportunity for SGOCO Club members there can be no assurance that other companies or distributors will not be able to recruit existing SGOCO Club members or deplete the pool of potential SGOCO Club members in a given market.

Competitive Strengths

SGOCO believes that it is able to take advantage of the consumer appeal of branded consumer electronics market in the PRC and abroad based on the following strengths:

Focusing primarily on consumer markets in Tier 2, Tier 3 and Tier 4 cities in China, SGOCO has benefited from the strong economic growth and has been consistently profitable in operating results over the past three years, demonstrated by strong revenue, earnings, and cash flow performance. In 2009, SGOCO’s total sales value has reached $67.9 million, representing a 3-year compound annual growth rate, or CAGR, of 154.3%. SGOCO plans to continue focusing its market penetration in these areas using its brand value strategy offering quality consumer electronic products at affordable pricings with highest customer satisfaction standards.

SGOCO’s Technology Park, with a total area of over 242,811 square meters (approximately 60 acres), is strategically located in Jinjiang’s new city center, offers world-class facilities and design engineering capabilities to ensure low-cost and scalable productions. With the integrated production process and stringent quality control, the company is able to ensure highest production quality.

Burnette Or, co-founder, Chairman of the board of directors and President, has 10 years hands-on experience in developing consumer electronics businesses in China market. In less than 5 years, he has grown SGOCO from a start-up to a company with $67.9 million in revenues that is profitable and developing strong branded presence in the domestic Chinese market. Prior to founding SGOCO, Mr. Or was the Chief Representative of China region for Chuntex Electronics Co. (Taiwan), maker of the “CTX” brand of LCD monitors. Mr. Or was instrumental in establishing CTX as a significant player in China. Mr. Or started his career in manufacturing division of Hewlett-Packard. Mr. Or has received his BS and MS Electrical Engineering, Oregon State University, and authored four articles published by IEEE.

Co-founder Mr. Ding Guoxiong is the CEO of Qiaodan Sports Co., a leading maker of branded athletic shoes, apparel, and related goods. With more than 5,000 stores in China and growing, Qiaodan is among China’s Top 5 sportswear in 2007 and 2008 in terms of sales volume, along with Nike, Adidas, Li Ning and Kappa.

Robert Lu has been the Chief Executive Officer of SGOCO since October 19, 2009. Mr. Lu has over 20 years of experience in the display industry in China and North America. Previously, Mr. Lu served as vice general manager at TPV Technology Group (the world largest LCD monitor and LCD TV manufacturer) China operations, responsible for products sales for its AOC line of products, marketing, and OEM business development.

The Acquisition and the Share Exchange Agreement

Under the terms of the Share Exchange Agreement, the SPAC will acquire all of the issued and outstanding share capital and other equity interests of Honesty Group for consideration consisting of: (i) 8,500,000 newly issued SPAC Shares, subject to upward adjustment as described in the Share Exchange Agreement, delivered at closing, and (ii) 5,800,000 newly issued SPAC Shares, to be held in an escrow account by an affiliate of Honesty Group’s Hong Kong counsel, and delivered to the former shareholders of

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Honesty Group if the Combined Company meets certain net income targets contained in the Share Exchange Agreement. The 5,800,000 escrowed SPAC Shares will be delivered to the former shareholders of Honesty Group in 2011 and 2012 as follows: 5,000,000 SPAC Shares will be released from escrow if the Combined Company reports income from existing operations of US $15 million for the fiscal year ended December 31, 2010, excluding costs associated with the transactions contemplated by the Share Exchange Agreement (“First Earn-Out Milestone”), and 800,000 SPAC Shares released from escrow if the Combined Company reports income from existing operations of US $20 million for the fiscal year ended December 31, 2011 (“Second Earn-Out Milestone”). In the event the First Earn-Out Milestone is not met but the Second Earn-Out Milestone is met, all 5,800,000 escrowed SPAC Shares will be released. If neither earn-out milestone is met, then the 5,800,000 escrowed SPAC Shares will be delivered to the Combined Company for cancellation and returned to the status of authorized but unissued SPAC Shares. The Sponsors have also agreed to escrow 311,696 of their shares to be released, if the Target meets the First or Second Earn-Out Milestones.

The Share Exchange Agreement is attached to this proxy statement as Annex A . We encourage you to read the Share Exchange Agreement in its entirety. The Share Exchange Agreement is described in more detail elsewhere in this proxy statement. See “The Share Exchange Agreement.” The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Share Exchange Agreement. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts, since the representations and warranties are subject in important part to the underlying disclosure schedules, which are not included in Annex A .

The Share Exchange Agreement contains certain representations, warranties, and covenants of each of the parties thereto that we believe are customary for this type of transaction. The consummation of the transactions contemplated by the Share Exchange Agreement is subject to certain closing conditions including, among others, (a) the approval of the shareholders of SPAC of the Share Exchange Agreement; (b) fewer than 30% of the SPAC Shares issued in the IPO (1,271,790 SPAC Shares) voting against the Acquisition and electing to convert their shares into cash in accordance with the SPAC Charter; (c) not less than $17,100,000 being available in the Trust Account or otherwise for the general corporate purposes of the Combined Company after the closing; and (d) approval of the Warrant Amendment Proposal by holders of a majority of the outstanding Public Warrants and Sponsor Warrants.

Directors and Executive Officers of the Combined Company

If the Acquisition Proposal and the Warrant Amendment Proposal are approved and the Acquisition is consummated, Robert Eu, currently Chairman of our Board of Directors, and David, Hao Wu will remain as a directors of the Combined Company, and our other current directors, John Wang and Hong Xiang Liu, will resign as of closing. Also, effective as of the closing of the Acquisition, our board of directors will appoint the following five individuals at the request of Honesty Group: Burnette Or, Tin Man Or, Weiwei Shangguan, Frank Wu, and PikYue Teresa Hon to serve as our directors. Tin Man Or is Chairman Burnette Or’s father. Effective as of the Closing, the following individuals will serve as executive officers of the Combined Company: Chairman, Burnette Or; and Chief Executive Officer, Robert Lu. After the closing of the Acquisition, the Combined Company will recruit and hire a chief financial officer with knowledge and experience in U.S. GAAP and U.S. public company reporting requirements. Short biographies of the directors and executive officers are set forth below. See “Directors and Management”.

Extraordinary General Meeting of Our Shareholders

The extraordinary general meeting of our shareholders will be held at 4:00 p.m., New York local time, on Monday, March 8, 2010, at the offices of Loeb & Loeb, 345 Park Avenue, New York, New York 10154, USA, to vote on each of the proposals.

Record Date for Shareholders

Shareholders will be entitled to vote or direct votes to be cast at the meeting if you own SPAC Shares as of the close of business on February 8, 2010, which is the record date for the shareholders’ meeting. When voting on the proposals, you will have one vote for each SPAC Share that you own at the close of business on the record date. Warrants must be voted separately from the SPAC Shares.

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As of January 31, 2010, there were 5,299,125 SPAC Shares outstanding. This consist of 4,239,300 public shares included in the units sold in the initial public offering and underwriter’s over-allotment, and 1,059,825 restricted shares granted to the sponsors prior to the offering.

Shareholder Vote Required to Approve the Acquisition Proposal

The approval by ordinary resolution of the Acquisition Proposal will, under the SPAC Charter, require the affirmative vote of a majority of the outstanding SPAC Shares. Any SPAC Shares that are present in person or by proxy at the meeting but that are not voted in favor of the Acquisition Proposal will be counted in determining whether or not a quorum is present at the meeting but will not be counted as SPAC Shares that have been voted in favor of the Acquisition Proposal. Even if the Acquisition Proposal is approved, we will not be able to complete the Acquisition if the holders of 1,271,790 or more SPAC Shares issued in our IPO (30% of the IPO shares) vote against the Acquisition Proposal and exercise their redemption rights and the other conditions to closing in the Share Exchange Agreement are not met. Pursuant to the SPAC Charter, no shareholder or group of shareholders may redeem more than 423,930 shares (10% of the total number of IPO Shares).

All of our initial shareholders, including all of our directors and executive officers, have agreed to vote the ordinary shares that they owned immediately before our IPO in the same manner as a majority of the ordinary shares voted by the public shareholders in connection with the Acquisition Proposal.

Approval of the Acquisition Proposal and consummation of the Acquisition are not conditioned upon the approval of the Name Change Proposal. Consummation of the Acquisition is conditioned, among other things, on the approval of the holders of a majority of the Public Warrants, of the Warrant Amendment Proposal.

Shareholder Vote Required to Approve the Name Change Proposal

Subject to the passing of the Acquisition Proposal, the approval by special resolution of the Name Change Proposal will require the affirmative vote of at least two-thirds of the SPAC Shares voted on the Name Change Proposal. Any SPAC Shares that are present in person or by proxy at the meeting but that are not voted in favor of the Name Change Proposal will be counted in determining whether or not a quorum is present at the meeting but will not be counted as shares that have been voted in favor of the Name Change Proposal. In connection with the vote required for the Name Change Proposal, our Sponsors, including our directors and executive officers, are not required to vote in the same manner as a majority of the SPAC Shares voted with respect to such proposal. We will not present the Name Change Proposal unless our shareholders approve the Acquisition Proposal. If approved, the Name Change Proposal will be effectuated upon the consummation of the Acquisition and the filing of the appropriate documents with the Cayman Islands Registrar of Companies. However, if the Acquisition is consummated and our shareholders fail to approve the Name Change Proposal, the board of directors of the Combined Company may re-present such proposal to the shareholders for a vote at a future general meeting of shareholders following the Acquisition.

Redemption Rights

Under the SPAC Charter, a holder of SPAC Shares issued in our IPO may, if the shareholder votes against the Acquisition Proposal, demand that we redeem those shares into cash. This demand must be made on the proxy card at the time the shareholder votes against the Acquisition Proposal. If properly demanded, we will redeem each SPAC Share as to which a demand has been made into cash if the Acquisition is consummated. If you exercise your redemption rights, then you will be exchanging the SPAC Shares you hold for cash and will no longer own these shares. Based on the amount of cash held in the Trust Account as of December 31, 2009, you will be entitled to redeem each SPAC Share that you hold into approximately US $7.98. You will only be entitled to receive cash for these SPAC Shares if you continue to hold these shares through the closing date of the Acquisition and then tender your share certificate and a properly completed transmittal letter to us within 20 business days after consummation of the Acquisition. If the Acquisition is not completed, then these shares will not be redeemed into cash until we liquidate.

The Acquisition will not be completed if the holders of 1,271,790 or more SPAC Shares issued in our IPO, an amount equal to 30% of the IPO-shares, vote against the Acquisition Proposal and exercise their redemption rights. Pursuant to the SPAC Charter, no shareholder or group of shareholders may redeem more than 423,930 shares (10% of the total number of IPO Shares).

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Appraisal or Dissenters Rights

Except for claims for breach of fiduciary duty, no appraisal or dissenters rights are available under the Companies Law of the Cayman Islands for our shareholders in connection with any of the proposals.

Special Meeting of Our Warrantholders

The special meeting of our warrantholders will be held simultaneously with the shareholders meeting at 4:00 p.m., New York local time on Monday, March 8, 2010, at the offices of Loeb & Loeb, 345 Park Avenue, New York, New York 10154, USA, to vote and act by written consent on the Warrant Amendment Proposal and the Warrant Adjournment Proposal.

Record Date for Warrantholders

Although there is no provision in the Warrant Agreement for a meeting of warrantholders or for a record date for taking action, but our Board of Directors has determined that the same procedures should be applied for the holders of the Public Warrants as for the shareholders. Accordingly, warrantholders will be entitled to vote and provide written consents, or direct such actions by proxy, if they hold Public Warrants as of the close of business on February 8, 2010, which has been set as the record date for the warrantholders’ meeting. When voting on the proposals, you have one vote for each Public Warrant to purchase a SPAC Share that you own at the close of business on the warrantholder record date.

Warrantholder Vote Required to Approve the Warrant Amendment Proposal

The approval of the amendments to the Warrant Agreement will require the affirmative vote and written consent of the holders of a majority of the outstanding Public Warrants and the 1,550,000 Sponsor Warrants, voting as a single class. The written consent of the Representative is also required and has been obtained by the Company.

Election to Continue to Hold Amended Public Warrants or Automatically Redeem Public Warrants for Cash

Under the terms of the Warrant Amendment Proposal, holders of Public Warrants may elect to continue to hold their Public Warrants under the amended terms with an exercise price of $8.00 per SPAC Share and expiring the earlier of March 7, 2014 or automatically have their Public Warrants redeemed for cash in the amount of $0.50 each as provided in the Warrant Agreement. The provisions of the Warrant Agreement provide that the Company may redeem the warrants at $0.01 per warrant upon a minimum of 30 days’ notice after the warrants become exercisable, only in the event that the sales prices of the SPAC Shares exceeds $11.50 per share for 20 trading days in a 30-trading day period. You will only be entitled to receive cash upon redemption of your Public Warrants for cash in connection with the Acquisition if you continue to hold the Public Warrants through the closing date of the Acquisition and then tender your warrant certificate and a properly completed transmittal letter to us within 20 business days after consummation of the Acquisition.

Proxies

Proxies for shareholders and proxies and written consents for warrantholders may be solicited by mail, telephone or in person. If you grant a proxy, you may still vote your shares in person at the meeting and you may also revoke your proxy before the meeting.

Proxy Solicitation

A proxy is being solicited from shareholders by our board of directors on each of the three proposals being presented to the shareholders at the shareholders meeting and a proxy and consent is being solicited from warrantholders by our board of directors on each of the two proposals being presented to the warrantholders at the warrantholders meeting. We have engaged Advantage Proxy, a proxy solicitation firm, to assist in the proxy soliciting process: Advantage Proxy, 24925 13th Place South, Des Moines, Washington 98198, telephone number 206-870-8565, Attention: Karen Smith.

This solicitation is being made by mail but also may be made by telephone or in person. Our directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means, including e-mail and facsimile. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement and proxy card.

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Share Ownership

As of January 31, 2010, our Sponsors, consisting of our executive officers and directors and their affiliates, beneficially owned and were entitled to vote, in the aggregate, 1,059,825 SPAC Shares, representing approximately 20% of the current outstanding SPAC Shares. Those numbers do not include an aggregate of 1,550,000 SPAC Shares issuable upon exercise of warrants that our directors, executive officers, and affiliated entities hold. In addition, as of January 31, 2010, these SPAC Shares and warrants had a market value of approximately US $9,126,421 based on our share price of US $7.98 per share and our warrant price of US $0.50 per warrant on that date. As a condition to the IPO, the shares and warrants of the Sponsors were placed in escrow with the Company’s transfer agent until one year after consummation of a business transaction. That escrow agreement permits the Sponsors to vote their SPAC Shares, subject to the terms of the Sponsors’ letter agreements with the Company which require each of the Sponsors to vote his SPAC Shares in connection with a business combination in the same proportion as the public shareholders.

Based solely upon information contained in public filings with the SEC, as of December 31, 2009, there were seven shareholders other than our executive officers and directors that beneficially owned greater than five percent of our issued and outstanding shares. See “Beneficial Ownership of Securities” below.

Recommendation of Our Board of Directors

After careful consideration, our board of directors has determined unanimously that the Acquisition Proposal is fair to and in the best interests of the SPAC and our shareholders. Our board of directors has unanimously approved the Share Exchange Agreement and the transactions contemplated thereby, the change of our corporate name to “SGOCO Technology Ltd.,” and the adjournment, if necessary or desirable, of the meeting to solicit additional proxies in order to approval the proposals and unanimously recommends that shareholder vote or instruct your vote to be cast “ FOR ” each of Shareholder Proposals 1, 2, and 3. In addition, the board of directors has unanimously approved the amendments to the Warrant Agreement set forth on Annex B and recommended that the warrantholders vote “ FOR ” and consent to the Warrant Amendment Proposal.

Interests of Our Directors and Executive Officers in the Acquisition

When you consider the recommendation of our board of directors that you vote in favor of each of Proposals, you should consider that our directors and executive officers and their affiliates (whom we sometimes refer to collectively as our “Sponsors”) have interests in these proposals that may be different from, or in addition to, your interests as a shareholder or warrantholder. These interests include, among other things:

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Trust Account Proceeds

If the Acquisition is completed, the funds remaining in the Trust Account after (a) payments to public shareholders who exercise their redemption rights, (b) payment of the deferred underwriter’s discounts and commissions, and (c) payments to our legal, accounting, and other outside professional advisors and consultants for their fees and expenses incurred in connection with the Acquisition and this proxy statement is expected to be approximately $22.4 million. If the amount remaining in the Trust Account and other amounts in the Company do not total at least $17.1 million after such payments, a condition to the Closing of the Acquisition will not be met and the Acquisition will not close. These proceeds will be distributed to the Combined Company immediately after closing of the Acquisition.

If the Acquisition Is Not Approved

If we do not consummate a business combination by March 12, 2010, the SPAC Charter requires us to liquidate and dissolve. Consistent with this obligation to liquidate and dissolve, if a business combination is not completed by such date, we will liquidate the Trust Account and pay, or reserve for payment, liabilities and obligations, and distribute remaining amounts to the public shareholders. For a more complete discussion of the procedures that we intend to follow in the event of a liquidation and dissolution, including possible consequences to shareholders if our liabilities exceed our assets, see “Information About the SPAC —  Automatic Liquidation and Dissolution If No Business Combination.”

Quotation/Listing

The SPAC’s ordinary shares, warrants and units are quoted on the OTC Bulletin Board (“OTC”) under the symbol HMAQF.OB, HMAWF.OB, and HMAUF.OB, respectively. For the quarter ended December 31, 2009, the range of high and low bid prices for the SPAC ordinary shares, warrants, and units was US $7.56 to $7.82, US $0.15 to $0.65, and US $9.50 to $7.80, respectively. There is very little trading in the SPAC’s ordinary shares, warrants, and units so the last sale prices may not reflect actual trades. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. After the consummation of the Acquisition, the Combined Company plans to apply to list these securities on the Nasdaq Stock Market, but there is no assurance that such listing application will be approved. If our securities are not approved for listing on the Nasdaq Stock Market, we anticipate that they will continue to be quoted on the OTC.

Regulatory Matters

The SPAC and Honesty Group do not expect that the Acquisition will be subject to any state or federal regulatory requirements in the U.S. other than filings under applicable securities laws. The SPAC intends to comply with all such requirements. We do not believe that, in connection with the completion of the Acquisition, any consent, approval, authorization or permit of, or filing with or notification to, any merger control authority or other government authority will be required in any jurisdiction, including the Cayman Islands, Hong Kong and China, other than filings to reflect the change of our name in the Cayman Islands.

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Enforceability of Civil Liabilities against Non-U.S. Persons

The SPAC is organized under the laws of the Cayman Islands and operates or will operate only outside the U.S., principally in the PRC after the Acquisition. The assets of the Combined Company will be located, and substantially all of its directors, officers and shareholders reside, outside the U.S. Although China and the U.S. are signatories to the 1965 Hague Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil and Commercial Matters, service under this treaty is cumbersome and time consuming and may result in inadequate notice, so that any judgment based on that service may be reopened, relitigated or overturned. It is therefore unlikely that service of process upon the SPAC or the combined company, or any of its respective directors, officers and shareholders will be obtainable within the U.S. and it may be difficult to enforce, outside of the U.S., a judgment obtained in the U.S. in an action against one or more of them.

These difficulties arise from the lack of official judicial arrangements between the U.S. and China, which means that judgments of U.S. courts will not be enforced in the PRC without review and relitigation of the merits of their claims.

There is doubt as to the enforceability in the PRC of actions to enforce judgments of U.S. courts arising out of or based on ownership of our securities, including judgments arising out of or based on civil liability provisions of U.S. federal or state securities laws. There is also doubt as to whether PRC courts would enforce, in original actions, judgments against the SPAC or the combined company, its shareholders or the persons mentioned above predicated solely on U.S. securities laws. Original actions may be brought in the PRC against these parties only if the actions are not required to be arbitrated by PRC laws and only if the facts alleged in the complaint give rise to a cause of action under PRC laws, in which event, a PRC court may award monetary damages.

Exchange Rates

The Combined Company’s business will be conducted in China and substantially all of its revenues and expenses will be denominated in Chinese Renminbi (“RMB”). The RMB is not a fully convertible currency. All foreign exchange transactions involving RMB in China must take place either through The People’s Bank of China, or PBOC, or other institutions authorized to buy and sell foreign exchange. The PBOC sets the exchange rate for foreign exchange transactions and publishes daily a base exchange rate. From 1994 to July 20, 2005, the official exchange rate for the conversion of RMB to US$ was generally stable. On July 21, 2005, the PBOC introduced a managed floating exchange rate system to allow the value of RMB to fluctuate within a regulated band based on market supply and demand and by reference to a basket of currencies. On the same day, the value of RMB appreciated by 2.0% against the US$. Since then, the PBOC has made, and may in the future make, further adjustments to the exchange rate system.

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The conversion of RMB into US$ in this proxy statement is based on the methodology used for financial reporting purposes in the financial statement so Honesty Group included in this proxy statement. Results of operations and cashflows are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. We make no representation that any RMB or US$ amounts could have been, or could be, converted into US$ or RMB, as the case may be, at any particular rate, the rates stated below, or at all. The PRC government imposes controls over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. The following table sets forth information concerning exchange rates between RMB and US$ for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this proxy or will use in the preparation of our periodic reports or any other information to be provided to you.

		Noon Buying Rate
Year		Average (1)				High				Low				Period-End
2005			8.1826				8.2765				8.0702				8.0702
2006			7.9579				8.0702				7.8041				7.8041
2007			7.5806				7.8127				7.2946				7.2946
2008			6.9477				6.7800				7.2946				6.8225
2009			6.8310				6.8261				6.8399				6.8282
2010 (2)			6.8273				6.8269				6.8281				6.8270

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RISK FACTORS

We have indentified certain risks related to the Transactions including the Acquisition, and described them below. Other factors not described below may be material to the SPAC or the Combined Company or to you in making a decision as to whether to vote in favor of any of the Proposals. You should carefully consider the risks described below, as well as others, in conjunction with the other information and the financial statements and related notes of the SPAC and Honesty Group included elsewhere in this proxy statement before you decide how to vote on the proposals. The business, financial condition or results of operations of the SPAC, Honesty Group and the Combined Company could be materially and adversely affected by the risks described below. The trading price of the securities of the SPAC and the Combined Company could decline due to these risks, or others we have not identified, and you may lose all or part of your investment. This proxy statement also contains forward-looking statements relating to events subject to risks and uncertainties. The actual results of the SPAC, Honesty Group, and the Combined Company could differ materially and adversely from those anticipated in these forward-looking statements due to the risks described below.

Risks Related to Honesty Group’s Business and Its Industry

Honesty Group’s limited operating history in making, developing and selling LCD products may not provide an adequate basis to judge its future prospects and results of operations.

Honesty Group has a limited operating history. Honesty Group commenced its business in 2005 and has expanded its operations substantially in recent years principally through its Chinese operating subsidiary Guanke or SGOCO. In 2009, Guanke started distributing its LCD products principally through its “SGOCO Club” network of retail distributors. If this strategic move cannot be successfully implemented, Honesty Group’s future growth will be significantly affected. In addition, the historical results of Honesty Group may not provide a meaningful basis for you to evaluate Honesty Group’s business, financial performance, and prospects due, in part, to the strategic marketing and distribution change.

Competition in its industry is intense and, if Honesty Group is unable to compete effectively, Honesty Group may lose customers and its financial results will be negatively affected.

The LCD products industry in China is highly competitive, and Honesty Group expects competition to persist and intensify. Honesty Group faces competition from distributors and LCD manufacturers that use their extensive brand-name value and manufacturing and marketing size, and in-house sales forces and exclusive sales agents to distribute their products. Honesty Group’s subsidiary SGOCO competes for customers on the basis of, among other things, product offerings, customer services and reputation. Some of SGOCO’s competitors may have greater financial, research and development and design, marketing, distribution, management or other resources. SGOCO’s results of operations could be affected by a number of competitive factors, including entry by new competitors into its current markets, expansion by existing competitors, better marketing/advertising leading to stronger brand equity for the competitors, and competition with other companies for the production capacity of contract manufacturers. SGOCO’s results of operations and market position may be adversely impacted by these competitive pressures.

There can be no assurance that SGOCO’s strategies will remain competitive or that SGOCO will continue to be successful in the future. Increased competition could result in a loss of market share for SGOCO. In particular, if its competitors adopt aggressive pricing policies, SGOCO may be forced to adjust the pricing of their products to level their competitiveness. This could adversely affect SGOCO’s profitability and financial results.

If Honesty Group is unable to respond in a timely and cost-effective manner to rapid technological changes in the LCD products industry, its business and results of operations may be adversely affected.

The rate of technological change in the consumer electronics industry generally, and in the LCD products industry specifically, is rapid, with frequent new product and service introductions and evolving industry standards. For example, LED (light-emitting diode) displays were only recently commercially marketable but Samsung reported selling 2.6 million devices in 2009. LED back-lit devices purport to be thinner, more power-efficient and produce better images than LCD products. Honesty Group believes that its future success will depend on its ability to continue to anticipate technological changes and to offer additional product and

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service opportunities that meet evolving standards on a timely and cost-effective basis. There is a risk that Honesty Group may not successfully identify new product and service opportunities or develop and introduce these opportunities in a timely and cost-effective manner. In addition, product and service opportunities that Honesty Group’s competitors develop or introduce may render Honesty Group’s products and services noncompetitive. As a result, Honesty Group cannot assure you that technological changes that may affect its industry in the future will not have a material adverse effect on its business and results of operations.

Honesty Group has unfulfilled registered capital obligation for its two subsidiaries, Guanwei and Guancheng.

Two of Honesty Group’s subsidiaries, Guanwei and Guancheng, were formed on June 22, 2007, with registered capital of $11,880,000 and $7,800,000. However, only $3,130,000 and $2,259,970 had been invested by Honesty Group as of December 31, 2009. According to an agreement reached with the local government, the remaining registered capital of $8,750,000 and $5,540,000 must be contributed by the end of 2010. However, Honesty Group believes that as long as the Target does not begin construction on the land held by those two subsidiaries, Honesty Group should be able to reach agreement with the governmental authority to further defer completing its obligation to inject the remaining registered capital. If it fails to reach such an agreement, the Combined Company would have an obligation to fund these two subsidiaries, which would limit the resources available for other working capital purposes.

SGOCO sells most of its products through a few distributors and, accordingly, may have risks from its level of customer concentration.

SGOCO derives a significant portion of its sales from several large distributors. For 2007, 2008 and 2009, sales to its top four distributors accounted for approximately 46%, 69%, and 73%, respectively, of its total revenue. The main reason for the increase in revenue from these distributors in 2008 and 2009 is reduction in OEM revenue. As a part of SGOCO’s strategy, production capacity is primarily focused on SGOCO’s own brand products. Because demand for SGOCO’s own branded products, it could not take on any OEM contracts in 2009. While SGOCO expects current distributors to have similar or larger volume in 2010, SGOCO’s revenue mix will begin to change in 2010. As SGOCO completed a move to a new production facility in 2009 with increased production capacity, SGOCO expects that 2010 will have additional revenue from OED/ODM customers. SGOCO also expects revenue to grow from direct sales to SGOCO Club members. Nonetheless, any substantial reduction in purchases from SGOCO’s top distributors, or any failure to renew their agreements with SGOCO, may result in a significant loss of sales and SGOCO’s business, financial condition and results of operation may be materially adversely affected. None of these distributors has long-term contract with SGOCO and they each order as needed based on purchase orders.

SGOCO is exposed to the credit risks of its customers and experienced increasing account receivable periods.

SGOCO’s accounts receivable aging period typically range from 45 to 60 days. SGOCO’s financial position and profitability is dependent on the creditworthiness of its customers. Thus, Honesty Group, through SGOCO, is exposed to the credit risks of its customers, and this risk increases the larger the orders are. Although there has not been any material collection problem for trade receivables or bad debts in the last three fiscal years, there is no assurance that SGOCO will not encounter doubtful or bad debts in the future. If SGOCO were to experience any unexpected delay or difficulty in collections from its customers, its cash flows and financial results may be adversely affected.

SGOCO may experience pressure from panel manufacturers to make greater prepayments for its inventory.

SGOCO pays advances to certain vendors for inventory purchases which amounted to $11,950,074, $4,357,239 and $178,798 as of December 31, 2009, 2008 and 2007, respectively. The amount of the advance is negotiated between the vendor and SGOCO. These advance payments require a substantial commitment of SGOCO’s working capital. In the future, suppliers may demand higher levels of advances for future purchases as demand grows for the LCD panels.

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SGOCO’s successful operation relies upon an adequate supply of LCD panels, at acceptable prices and quantity in a timely manner.

SGOCO has no production capability to manufacture LCD panels, and its operations are significantly dependent on the sufficient supply of LCD panels obtained at reasonable prices. SGOCO currently sources LCD panels from multiple distributors. SGOCO is exposed to the market risk of availability and price fluctuations for LCD panels. The price and availability of LCD panels may vary significantly from year to year due to factors such as global demand from end users, China’s import restrictions, producer capacity, market conditions and costs of raw materials. SGOCO does not have long-term contracts with its suppliers or guarantees of supply or price. If the prices of LCD panels rise too high or the supply of LCD panels becomes scarce, SGOCO’s profit margins may decline and it may be unable to fulfill order contracts placed prior to production. SGOCO is currently in negotiation directly with additional LCD panel suppliers as a strategy to diversify supply risks and reduce material costs.

SGOCO faces increasing labor costs and other costs of production in the PRC, which could reduce its profitability.

Labor costs in China have been increasing in recent years and labor costs in the PRC could continue to increase in the future. If labor costs in the PRC continue to increase, production costs will likely increase. This may in turn affect the selling prices of SGOCO’s products, which may then affect the demand of such products and thereby adversely affect sales, financial condition and results of operations. SGOCO is actively reviewing manufacturing processes to continue to simplify its production processes and to continue to control and build more of its components internally.

SGOCO may not be able to retain, recruit and train adequate management, sales and marketing personnel, and its inability to attract and retain qualified personnel may limit its developments.

SGOCO’s success is dependent to a large extent on its ability to retain the services of its executive management personnel, who have contributed to its growth and expansion and also recruit talented executives to lead new initiatives. The industry experience, entrepreneurial skills and contributions of its executive directors and other members of its senior management are essential to its continuing success. SGOCO’s future success will depend on the continued service of its senior management. In particular, Mr. Burnette Or, chairman of the board and President, has over 10 years’ experience in the consumer electronics industry and is responsible for the overall corporate strategies, planning and business development of Honesty Group. His experience and leadership is critical to SGOCO’s operations and financial performance. If SGOCO loses the services of Mr. Or or any of its key executive personnel and cannot replace them in a timely manner, such loss may reduce its competitiveness, and may adversely affect its financial condition, operating results and future prospects. If the Acquisition is consummated, SGOCO will require the services of a chief financial officer with substantial experience in U.S. GAAP and public company reporting requirements, the ability to speak Mandarin Chinese fluently and willingness to work in Jinjiang Province, China. The pool of candidates meeting these criteria is small and delay in obtaining the services of qualified chief financial officer may hinder Honesty Group’s ability to timely comply with its reporting requirements as a U.S. public company. In addition, the Target’s retail expansion plan and SGOCO Club DSD model are dependent upon its ability to identify and recruit adequate sales force in China. Given the current rate of economic growth in China, competition for qualified personnel will be substantial.

SGOCO may not be able to manage its growth effectively and its growth may slow down in the future.

SGOCO has been expanding its business rapidly and intends to continue to do so either through organic growth or through acquisitions and investments in related businesses as it deems appropriate. Such expansion may place a significant strain on Honesty Group’s managerial, operational and financial resources. SGOCO will need to manage its growth effectively, which may entail devising and implementing business plans, training and managing its growing workforce, managing its costs and implementing adequate control and reporting systems in a timely manner. There can be no assurance that SGOCO’s personnel, procedures and controls will be managed effectively to support its future growth adequately. Failure to manage its expansion effectively may affect its success in executing its business plan and adversely affect its business, financial condition and results of operation. In addition, SGOCO’s growth in percentage terms may slow in the future. Accordingly, you should not rely on its historic growth rate as an indicator for its future growth rate.

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SGOCO may not be successful in its future expansion plans and may be unable to secure sufficient funding for such plans to further grow its business.

SGOCO’s business expansion plans will require it to increase investments in, and devote significant resources to, its brand promotion efforts, its internal production capacities, its research and design capabilities, the sales distribution network operated by its distributors, and the buildout of SGOCO Technology Park. If the Target fails to implement its future expansion plans, it may not achieve its growth target. Furthermore, the Target’s ability to obtain adequate funds to finance its expansion plans depends on its financial condition and results of operations, as well as other factors that may be outside its control, such as general market conditions, the performance of the PRC LCD industry, and political and economic conditions in China. If additional capital is unavailable, SGOCO may be forced to abandon some or all of its expansion plans.

SGOCO Technology Park is subject to a purchase option which may limit SGOCO’s ability to fully realize on its plans to develop SGOCO Technology Park for its benefit.

As a condition to the execution of the Share Exchange Agreement, Honesty Group has entered into a two-year purchase option in favor of SGOCO’s President, Mr. Burnette Or which allows Mr. Or, or a company designated by him, to purchase SGOCO Technology Park for cost at any time prior to March 18, 2011, and also allows the Target to put the property to Mr. Or thereafter if he fails to exercise his option. The option may be extended by one year at the request of Mr. Or. Mr. Or’s exercise of the purchase option is conditioned on Mr. Or, or the designated company, agreeing with Guanke for a long-term (not less than 20 years) lease of the property at the prevailing market price. The ability of SGOCO to fully develop SGOCO Technology Park and benefit from that development may be limited if the option is exercised by Mr. Or.

SGOCO currently enjoys certain preferential tax treatment in China; there is no assurance that this will continue.

Pursuant to the PRC Income Tax Laws, prior to January 1, 2008, the Chinese companies are subject to Enterprise Income Taxes (“EIT”) at a statutory rate of 33%, which comprises 30% national income tax and 3% local income tax. Beginning January 1, 2008, the new EIT law replaced the existing laws for Domestic Enterprises (“DES”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% replaced the 33% rate currently applicable to both DES and FIEs, except for High Tech companies who pay a reduced rate of 15%. Companies established before March 16, 2007 will continue to enjoy tax holiday treatment approved by local government for a grace period of the next 5 years or until the tax holiday term is completed, whichever is sooner.

SGOCO currently received a 50% tax exemption (Tax Exemption Certificate) from the tax authorities in the PRC for corporate enterprise income tax for the years ended 2009 through 2011. The approved income tax rate for the company is 12.5%. The reduced income tax rate is applicable until December 31, 2011. SGOCO is currently applying for the High Technology company status. Upon qualification as a High Technology company, SGOCO will be entitled to preferential tax treatment and enjoys the benefit of a reduced income tax rate at 15% starting 2012.

SGOCO may face risks related to health epidemics and other outbreaks, which could adversely affect its operations.

SGOCO’s business could be materially and adversely affected by the outbreak of avian flu, severe acute respiratory syndrome or another epidemic. From time to time, there have been reports on the occurrences of avian flu in various parts of China, including a few confirmed human cases and deaths. Any prolonged recurrence of avian flu, severe acute respiratory syndrome or other adverse public health developments in China or elsewhere in Asia may have a material and adverse effect on Honesty Group’s business operations.

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SGOCO’s operations may be disrupted and its business, financial condition and/or results of operations may be adversely affected by a failure in its facilities for reasons beyond its control.

SGOCO’s manufacturing operations, or that of its LCD panel suppliers, could be disrupted for reasons beyond its control. The causes of disruptions may include extreme weather conditions, landslides, earthquakes, fires, natural catastrophes, raw material supply disruptions, equipment and system failures, labor force shortages, energy shortages, workforce actions or environmental issues. Any significant disruption to SGOCO’s or its major suppliers’ operations could adversely affect its ability to make and sell products.

In addition, the occurrence of any of these events could have a material adverse effect on the productivity and profitability of any of SGOCO’s manufacturing facilities and on its business, financial condition or results of operations, and/or the operations of its distributors.

Changes in existing laws and regulations or additional or stricter laws and regulations on environmental protection in the PRC may cause SGOCO to incur additional capital expenditures.

SGOCO’s production facility is located in Jinjiang, Fujian province and is subject to PRC environmental protection laws and regulations. These laws and regulations require enterprises engaged in manufacturing that may generate industrial waste to adopt effective measures to control and properly dispose of such waste. The relevant administrative department for environmental protection can levy fines for any violations of such environmental laws or regulations. For material violations, the PRC government may suspend or close any or all of SGOCO’s operations. Upon completion of construction of SGOCO’s facilities, an environmental report was prepared and approved by the Jinjiang Municipal Environment Protection Bureau but there is no assurance that the local municipal or central PRC government will not change the existing laws or regulations or impose additional or stricter laws or regulation. Compliance with any of these additional or stricter laws or regulations may cause SGOCO to incur additional capital expenditures, which it may be unable to pass on to its customers through higher prices for its products.

SGOCO’s current insurance coverage may not be sufficient to cover the risks related to its operations.

SGOCO’s operations are subject to hazards and risks normally associated with manufacturing operations, which may cause damage to persons or property. Currently, SGOCO maintains insurance policies for damage to real property and for employer liability for personal injury of employees. The Target is not required under PRC law to maintain, and it does not maintain, any product liability insurance. If SGOCO was found liable for any product liability claim, it may be required to pay substantial damages. Even if Honesty Group were successful in defending such a claim, it may incur substantial financial and other resources in defending such a claim. Under such circumstances, its financial results will be adversely affected. Depending on the outcome of any such claim, the reputation of SGOCO brands may also be adversely affected. Further, the Target does not maintain business interruption insurance or third party liability insurance against claims for property damage, personal injury and environmental liabilities. The occurrence of any of these events may result in interruption of SGOCO’s operations and subject it to significant losses or liabilities. Any losses or liabilities that are not covered by SGOCO’s current insurance policies may have a material adverse effect on its business, financial condition and results of operations.

SGOCO’s risk management and internal control systems improvements may not be adequate or effective, which could adversely affect its business, financial condition and results of operations.

SGOCO has established risk management and internal control systems consisting of relevant organizational framework, policies, procedures and risk management methods that it believes are appropriate for its business operations, and it seeks to continue to improve such risk management and internal control systems from time to time. However, as a small company with a few non-production/sales employees and due to the inherent limitations in the design and implementation of risk management and internal control systems, there can be no assurance that SGOCO’s risk management and internal control systems will be sufficiently effective in identifying and preventing all such risks.

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In addition, as some of its risk management and internal control policies and procedures are relatively new, SGOCO may need to establish and implement additional risk management and internal control policies and procedures to further improve its systems from time to time. SGOCO’s risk management and internal control systems also depend on their implementation by its employees, there can be no assurance that such implementation will not involve any human errors or mistakes. If SGOCO fails to timely adapt and implement its risk management and internal control policies and procedures, its business, results of operations and financial condition could be materially adversely affected.

SGOCO may not be able to predict or meet consumer preferences or demand accurately.

SGOCO derives a significant amount of revenue from the LCD products that are subject to rapidly changing consumer preferences. SGOCO’s sales and profits are sensitive to these changing preferences and its success depends on its ability to identify, originate and define product and fashion trends as well as to anticipate, gauge and react to changing consumer demands in a timely manner. All of SGOCO’s products are subject to changing consumer preferences that it cannot predict with certainty. If SGOCO fails to anticipate accurately and respond to trends and shifts in consumer preferences it could experience lower sales, excess inventories and lower profit margins, any of which could have an adverse effect on its results of operations and financial condition.

SGOCO, the principal operating company of Honesty Group, failed to pay social insurance premiums with respect to approximately two-thirds of its employees and it may be liable for past due social insurance premiums and penalties.

Honesty Group has been advised that under PRC law, SGOCO should have paid social insurance premiums for its employees covering endowment insurance, unemployment insurance, and medical insurance with respect to its employees. It appears that payments were made only with respect to 35 employees. SGOCO may be required to pay the administrative authority of labor and social security the unpaid premiums plus a surcharge of 2% of the overdue premiums. There may also be a fine levied against the employee of SGOCO who was responsible for the filings. SGOCO plans to make necessary payments and does not consider the liability material.

Risks Relating to the SPAC and the Combined Company

Our management made certain assumptions about the future operating results of Honesty Group that may differ significantly from its actual results, which may result in shareholder claims against the SPAC or its directors.

Our management made certain assumptions about the future operating results for the business of Honesty Group, including assumptions on the value of the brand, the strength of the management team, the validity of the audited financial statements, the interest from potential DSD partners in becoming SGOCO Club members, in determining that the Acquisition would have a fair market value of at least 80% of our net assets held in the Trust Account, other than amounts payable to the underwriters in our IPO as deferred commissions at the time of the Acquisition, as required by the SPAC Charter. To the extent that the actual revenue or net income is significantly lower than projected, there could be adverse consequences to the SPAC. These consequences could include potential claims by shareholders seeking to have their shares repurchased at the redemption amount if the stock of the SPAC trades below its expected level based on the theory that the Acquisition was not a qualifying transaction under the SPAC Charter or other claims against our directors for violating their fiduciary duties to SPAC in recommending a transaction that was not fair to shareholders. Although we would disagree that any such breach of the SPAC Charter or directors’ duties occurred, any such claims may not be resolved in our favor. Any such claims, even if ultimately unsuccessful, would divert financial resources and management’s time and attention from the operations of the Combined Company.

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We may qualify as a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. holders of our ordinary shares and warrants.

In general, we will be treated as a PFIC for any taxable year in which either (1) at least 75% of our gross income (looking through certain 25% or more-owned corporate subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking through certain 25% or more-owned corporate subsidiaries) is attributable to assets that produce, or are held for the production of, passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, and gains from the disposition of passive assets. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this proxy captioned “Material United States Federal Income Tax Considerations — General”) of our ordinary shares or warrants, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. Based on the composition of our assets to date (which have largely consisted of cash and other investment assets), as well as the composition of our income to date (which has largely consisted of interest), it is likely that we qualified as a PFIC with respect to our 2008 and 2009 taxable years. However, our actual PFIC status for our 2010 taxable year or any subsequent taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance as to our status as a PFIC for our 2010 taxable year or any future taxable year. U.S. Holders of our ordinary shares or warrants are urged to consult their own tax advisors regarding the possible application of the PFIC rules. See the discussion in the section entitled “Material United States Federal Income Tax Considerations — Tax Consequences to U.S. Holders of Ordinary Shares and Warrants — Passive Foreign Investment Company Rules.”

We have not had operations, and Honesty Group has not operated as a public company. Fulfilling our obligations incident to reporting as a “foreign private issuer” after completing the Acquisition will be expensive and time consuming.

Each of the SPAC, as a company without operations, and Honesty Group, as a private company, has maintained relatively small finance and accounting staffs. Currently, Honesty Group does not have a chief financial officer or accounting staff members familiar with U.S. GAAP or public company reporting requirements. None of the SPAC and Honesty Group currently has an internal audit group. Although we have maintained disclosure controls and procedures and internal control over financial reporting as required under the federal securities laws with respect to our very limited activities, we have not been required to establish and maintain the level of these disclosure controls and procedures and internal control that will be required with respect to businesses such as Honesty Group with substantial operations. Under the Sarbanes Oxley Act of 2002 and the related rules and regulations of the SEC, we will need to implement additional corporate governance practices and adhere to a variety of reporting requirements and complex accounting rules. Compliance with these obligations will require significant management time, place significant additional demands on our finance and accounting staff and on our financial, accounting and information systems, and increase our insurance, legal and financial compliance costs. We may also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

As a foreign private issuer, we are exempt from SEC proxy rules, and the contents of this proxy statement have not been reviewed by the SEC.

As a foreign private issuer, we are exempt from the proxy rules promulgated under the Securities Exchange Act of 1934, as amended, which prescribe the form and content of proxy statements. Because of this exemption, we are not required to file with the SEC preliminary proxy solicitation materials regarding the Acquisition. Although this proxy statement has been prepared in accordance with Cayman Islands’ law and has been filed with the SEC, it has not been reviewed by the SEC.

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Following the Acquisition, the Combined Company may not be able to secure financing needed for future operating needs on favorable terms, or on any terms at all.

From time to time, following the Acquisition, the Combined Company may seek additional financing to provide the capital required to maintain its business if cash flow from operations is insufficient to do so. We and Honesty Group cannot predict with certainty the timing or amount of any such capital requirements. If such financing is not available on satisfactory terms, the Combined Company may be unable to expand its business or to develop new business at the rate desired, and its results of operations may be adversely affected. If the Combined Company is able to incur debt, it may be subject to certain restrictions imposed by the terms of the debt and the repayment of such debt may limit its cash flow and its ability to grow. If the Combined Company is unable to incur debt, it may be forced to issue additional equity, which could have a dilutive effect on its then current shareholders.

Following the Acquisition, expansion of the business of the Combined Company may put added pressure on the management of the Combined Company, which may impede its ability to meet any increased demand for its products and adversely affect its results of operations.

Following the Acquisition, the business plan of the Combined Company is to significantly grow its operations. Growth in its business may place a significant strain on its personnel, management, financial systems and other resources. The evolution of its business also presents numerous risks and challenges, including:

If the Combined Company is successful in obtaining rapid market growth of its SGOCO Club participants, it may be required to provide a large amount of financial support to potential members and deliver LCD products to customers on a timely basis at a reasonable cost to those customers. Such demands would require more capital than Honesty Group and the SPAC currently have available and the Combined Company may be unable to meet the needs of its customers, which could adversely affect its relationships with its customers and results of operations.

Under the EIT Law, the SPAC and Honesty Group each may be classified as a “resident enterprise” of the PRC. Such classification could result in tax consequences to the SPAC, its non-PRC resident shareholders and Honesty Group.

Under the EIT (PRC Enterprise Income Tax) Law, enterprises are classified as resident enterprises and non-resident enterprises. An enterprise established outside of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define “de facto management bodies” as a managing body that in practice exercises “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise; however, it remains unclear whether the PRC tax authorities would deem our managing body as being located within China. Due to the short history of the EIT Law and lack of applicable legal precedents, the PRC tax authorities determine the PRC tax resident treatment of a foreign (non-PRC) company on a case-by-case basis.

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If the PRC tax authorities determine that the SPAC and/or Honesty Group is a “resident enterprise” for PRC enterprise income tax purposes, a number of PRC tax consequences could follow. First, the SPAC and/or Honesty Group may be subject to enterprise income tax at a rate of 25% on the SPAC’s and/or Honesty Group’s worldwide taxable income, as well as PRC enterprise income tax reporting obligations. Second, under the EIT Law and its implementing rules, dividends paid between “qualified resident enterprises” are exempt from enterprise income tax. As a result, if both the SPAC and Honesty Group are treated as PRC “resident enterprises,” all dividends from the PRC operating subsidiaries to Honesty Group and from Honesty Group to the SPAC would be exempt from PRC tax.

If Honesty Group were treated as a PRC “non-resident enterprise” under the EIT Law, then dividends that Honesty Group receives from the PRC operating subsidiaries (assuming such dividends were considered sourced within the PRC) (i) may be subject to a 5% PRC withholding tax, if the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the “PRC-Hong Kong Tax Treaty”) were applicable, or (ii) if such treaty does not apply (i.e., because the PRC tax authorities may deem Honesty Group to be a conduit not entitled to treaty benefits), may be subject to a 10% PRC withholding tax. Any such taxes on dividends could materially reduce the amount of dividends, if any, the SPAC could pay to its shareholders.

Finally, the new “resident enterprise” classification could result in a situation in which a 10% PRC tax is imposed on dividends the SPAC pays to its non-PRC shareholders that are not PRC tax “resident enterprises” and gains derived by them from transferring the SPAC’s ordinary shares or warrants, if such income is considered PRC-sourced income by the relevant PRC authorities. In such event, we may be required to withhold the 10% PRC tax on any dividends paid to our non-PRC resident shareholders. Our non-PRC resident shareholders also may be responsible for paying PRC tax at a rate of 10% on any gain realized from the sale or transfer of our ordinary shares or warrants in certain circumstances. We would not, however, have an obligation to withhold PRC tax with respect to such gain.

If any such PRC taxes apply, a non-PRC resident shareholder may be entitled to a reduced rate of PRC taxes under an applicable income tax treaty and/or a foreign tax credit against such shareholder’s domestic income tax liability (subject to applicable conditions and limitations). Prospective investors should consult with their own tax advisors regarding the applicability of any such taxes, the effects of any applicable income tax treaties, and any available foreign tax credits.

The property SGOCO has licensed from the government may be acquired by SGOCO’s President, which could limit SGOCO’s expansion plans.

SGOCO Technology Park is subject to a option agreement between Honesty Group and Mr. Burnette Or, the President of SGOCO. Mr. Or has the right to purchase the land and structures of SGOCO Technology Park subject to entering into a long-term (at least 20 years) lease with rents at fair market value. If Mr. Or exercises this option, SGOCO’s expansion plans may be limited.

Risks Related to Honesty Group’s Corporate Structure

Honesty Group may not have sufficient capital available to fund the operations and expansion strategy of the Target.

Honesty Group is an offshore holding company conducting its operations in China through its Chinese subsidiaries. The funds in the Trust Account or proceeds that the Combined Company may receive from future financing for use by Guanke or, if operations are undertaken by these development stage companies, Guanwei and Guancheng, as operating capital, or to complete the required contribution of the balance of $8,750,000 and $5,540,000 respectively, of registered capital by the end of 2010, may not be adequate. If the Combined Company cannot provide adequate funds through Honesty Group to the Target, its ability to fund operations and expansion will be limited.

Intercompany loans from Honesty Group to the Target must be made in compliance with PRC law.

Any loans Honesty Group makes to its Chinese subsidiaries, which are treated as foreign-invested enterprises under Chinese law, cannot exceed statutory limits and must be registered with the State

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Administration of Foreign Exchange, or SAFE, or its local counterparts. Under applicable Chinese law, the Chinese regulators must approve the amount of a foreign-invested enterprise’s registered capital, which represents shareholders’ equity investments over a defined period of time, and the foreign-invested enterprise’s total investment, which represents the total of the company’s registered capital plus permitted loans. The registered capital/total investment ratio cannot be lower than the minimum statutory requirement and the excess of the total investment over the registered capital represents the maximum amount of borrowings that a foreign invested enterprise is permitted to have under Chinese law. If Honesty Group were to advance some funds to its China subsidiaries in the form of loans and such funds exceed the maximum amount of borrowings of the subsidiary, Honesty Group would have to apply to the relevant government authorities for an increase in their permitted total investment amounts. The various applications could be time consuming and their outcomes would be uncertain. Concurrently with the loans, Honesty Group might have to make capital contributions to the subsidiary in order to maintain the statutory minimum registered capital/total investment ratio, and such capital contributions involve uncertainties of their own, as discussed below. Furthermore, even if Honesty Group makes loans to its China subsidiaries that do not exceed their current maximum amount of borrowings, Honesty Group will have to register each loan with SAFE or its local counterpart within 15 days after the signing of the relevant loan agreement. Subject to the conditions stipulated by SAFE, SAFE or its local counterpart will issue a registration certificate of foreign debts within 20 days after reviewing and accepting its application. In practice, it may take longer to complete such SAFE registration process.

Honesty Group cannot assure you that Honesty Group will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by Honesty Group to its China subsidiary or affiliated entity or with respect to future capital contributions by Honesty Group to its China subsidiary. If Honesty Group fails to complete such registrations or obtain such approvals, its ability to use such future loans or capital contributions to capitalize or otherwise fund its China operations may be negatively affected, which could adversely and materially affect its liquidity and its ability to fund and expand its business.

Risks Related to Doing Business in China

Adverse changes in political and economic policies of the Chinese government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for Honesty Group’s products and adversely affect its competitive position.

The Combined Company’s business operations will continue to be conducted in China, and almost all of its sales of products will continue to be made in China. Accordingly, the Combined Company’s business, financial condition, results of operations and prospects will be affected significantly by economic, political and legal developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including:

While the Chinese economy has experienced significant growth in the past 30 years, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall Chinese economy, but may also have a positive or negative effect on Honesty Group.

The Chinese economy has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, the Chinese government still owns a

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substantial portion of the productive assets in China. The continued control of these assets and other aspects of the national economy by the Chinese government could adversely affect Honesty Group’s business. The Chinese government also exercises significant control over Chinese economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Any adverse change in the economic conditions or government policies in China could have a material adverse effect on overall economic growth in China, which in turn could lead to a reduction in demand for Honesty Group’s products.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on U.S. judgments against us, the Combined Company, our subsidiaries and affiliates, officers, directors and shareholders, and others.

After consummation of the Acquisition, substantially all of the Combined Company’s assets will be located outside of the U.S. and most of its directors and executive officers reside outside of the U.S. As a result, it may not be possible for investors in the U.S. to effect service of process within the U.S. or elsewhere outside China on the Combined Company, its subsidiaries, officers, directors and shareholders, and others, including with respect to matters arising under U.S. federal or state securities laws. China does not have treaties providing for reciprocal recognition and enforcement of judgments of courts with the U.S. and many other countries. As a result, recognition and enforcement in China of these judgments in relation to any matter, including U.S. securities laws and the laws of the Cayman Islands, may be difficult or impossible. Furthermore, an original action may be brought in China against the combined company’s assets, its subsidiaries, officers, directors, shareholders and advisors only if the actions are not required to be arbitrated by Chinese law and the facts alleged in the complaint give rise to a cause of action under Chinese law and the actions satisfy certain prerequisite conditions prescribed by Chinese law. In connection with such an original action, a Chinese court may award civil liabilities, including monetary damages.

Future changes in laws, regulations or enforcement policies in China could adversely affect Honesty Group’s business.

Laws, regulations or enforcement policies in China are evolving and subject to future changes. Future changes in laws, regulations or administrative interpretations, or stricter enforcement policies by the Chinese government, could impose more stringent requirements on Honesty Group, including fines or other penalties. Changes in applicable laws and regulations may also affect Honesty Group’s operating costs. Compliance with these requirements could impose substantial additional costs or otherwise adversely affect Honesty Group’s future growth. These changes may relax some requirements, which could be beneficial to Honesty Group’s competitors or could lower market entry barriers and increase competition. In addition, any litigation or governmental investigation or enforcement proceedings in China may be protracted and result in substantial costs and diversion of resources and management attention.

Changes in Chinese Tax Laws could adversely affect the Combined Company’s results.

Honesty Group’s Chinese subsidiaries are governed by the Income Tax Law of the PRC concerning Foreign Investment Enterprises and Foreign Enterprises and various local income tax laws (the Income Tax Laws). Beginning January 1, 2008, the new Enterprise Income Tax (“EIT”) law has replaced the previous laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% has replaced the 33% rate previously applicable to both DEs and FIEs. Companies established before March 16, 2007 will continue to enjoy tax holiday treatment approved by local government for a grace period of the next 5 years or until the tax holiday term is completed, whichever is sooner. Guanke was established before March 16, 2007 and therefore is qualified to continue enjoying the reduced tax rate as described above. Guanke was granted income tax exemption for two years commencing from January 1, 2007, and is subject to 50% of the 25% EIT tax rate, or 12.5% from January 1, 2009, through December 31, 2011. Guanwei and Guancheng are under development stage and had no taxable income for the years ended December 31, 2009, 2008, and 2007. Future changes in Chinese tax law could change existing or future tax benefits or rates. Such changes could adversely affect the results of the Combined Company.

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Uncertainties with respect to the Chinese legal system could have a material adverse effect on Honesty Group.

The Chinese legal system is a civil law system based on written statutes. Unlike in the common law system, prior court decisions may be cited for reference but have limited precedential authority in China. Since 1979, Chinese legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. Following the completion of the Acquisition, the Combined Company expects to conduct all of its business through the Honesty Group subsidiaries which are established in China. As a result, the Combined Company will be subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to wholly foreign-owned enterprises. However, since the Chinese legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to Honesty Group. For example, the Combined Company may have to resort to administrative and court proceedings to enforce the legal protection that the Combined Company or its subsidiaries enjoys either by law or contract. Since Chinese administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection the Combined Company would enjoy in more developed legal systems. These uncertainties may impede the Combined Company’s ability to enforce the contracts or other rights. Furthermore, intellectual property rights and confidentiality protections in China may not be as effective as in the U.S. or other countries. Accordingly, we cannot predict the effect of future developments in the Chinese legal system including the promulgation of new laws, changes to existing laws or the interpretation or enforcement of these laws, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to the Combined Company and its shareholders. In addition, any litigation in China may be protracted and result in substantial costs and diversion of the Combined Company’s resources and management attention.

The Chinese government exerts substantial influence over the manner in which the Combined Company will conduct its business activities.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation, state ownership or otherwise. The Combined Company’s ability to operate in China may be harmed by changes in its laws, regulations and policies of the Chinese government. We believe that the continuing company’s operations in China will be in material compliance with all applicable legal and regulatory requirements. However, the central or local governments may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on Honesty Group’s part to ensure its compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support economic and other reforms or regional or local variations in the implementation of economic and other policies, could have a significant effect on economic and social conditions in China or particular regions thereof, and could have an adverse effect on the manner in which the Combined Company can do its business.

The Chinese central government has a policy of aggressively subsidizing both consumption of domestic manufactured electronics and infrastructure building in smaller cities. The most recent plan is targeting rural area consumers through its rural subsidy scheme, which went into effect nationwide in February 2009. The Chinese government program to encourage consumer spending on technology in rural areas China reportedly provided joint (80/20) central and local government subsidies for 13% of the purchase price of designated home appliances (up to a capped price). According to the plan, the government will spend RMB 20 billion on rural home appliance subsidies in 2009, which translates to RMB 154 billion in sales value, or around 15% of China home appliance industry revenue in 2008. Changes in their policies to reduce subsidies or promote competing technologies could negatively impact the Combined Company’s operations.

If China imposes restrictions to reduce inflation, future economic growth in China could be curtailed which could adversely affect the business and results of operations of Honesty Group.

While the economy of China has experienced rapid growth, this growth has been uneven among various sectors of the economy and in different geographical areas of the country. Rapid economic growth can lead to growth in the supply of money and rising inflation. In order to control inflation in the past, the Chinese

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government may impose controls on bank credits, limits on loans for fixed assets and restrictions on state bank lending. If similar restrictions are imposed, it may lead to a slowing of economic growth and decrease the interest in Honesty Group’s LCD products leading to a decline in its profitability.

We may have difficulty establishing and maintaining adequate management, legal, and financial controls in the PRC.

Honesty Group’s Chinese subsidiaries have been operated to date as privately-held companies. Upon completion of the Acquisition, they will be subject to international management and financial reporting concepts and practices. Although Honesty Group has recently engaged a U.S. trained Chinese national, Mr. Lu, as chief executive officer, if the Acquisition is consummated, SGOCO will require the services of a chief financial officer with substantial experience in U.S. GAAP and public company reporting requirements, the ability to speak Mandarin Chinese fluently and willingness to work in Jinjiang Province, China. The pool of candidates meeting these criteria is small and delay in obtaining the services of qualified chief financial officer may hinder Honesty Group’s ability to timely comply with its reporting requirements as a U.S. public company, may have difficulty in hiring and retaining a sufficient number of qualified employees with experience in these areas to work in China. As a result of these factors, we may experience difficulty in establishing and maintaining management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet the required U.S. regulatory and financial reporting standards.

Fluctuation in the value of the Renminbi (RMB) may reduce our profitability.

The change in value of the RMB against U.S. dollars, Euro and other currencies is affected by, among other things, changes in China’s political and economic conditions. On July 21, 2005, the PRC government changed its policy of pegging the RMB to U.S. dollars. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in approximately 21.2% appreciation of RMB against the U.S. dollar from 2005 to 2009. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the Chinese government to adopt an even more flexible currency policy, which could result in a further and more significant fluctuation of the RMB against U.S. dollars. Any significant revaluation of the RMB may have a material adverse effect on our revenues and financial condition. For example, after the Acquisition, to the extent that we need to convert U.S. dollars we receive into RMB for our operations, appreciation of the RMB against U.S. dollars would reduce the RMB amount we receive from the conversion. Conversely, if we decide to convert our RMB into U.S. dollars for the purpose of making payments for dividends on our shares or for other business purposes, appreciation of U.S. dollars against the RMB would reduce the U.S. dollar amount available to us.

Exchange controls that exist in China may limit the Combined Company’s ability to use the Target’s cash flows effectively.

Most of the Target’s and, thus, the Combined Company’s revenues and expenses are denominated in Renminbi. We may need to convert a portion of SGOCO’s revenues into other currencies to meet our foreign currency obligations, including, among others, payment of dividends, if any, in respect of our shares. Under China’s existing foreign exchange regulations, SGOCO is able to purchase foreign exchange for settlement of current account transactions, including payment of dividends in foreign currencies, without prior approval from the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. However, we cannot assure you that the Chinese government will not take further measures in the future to restrict access to foreign currencies for current account transactions. Any future restrictions on currency exchanges may limit our ability to use cash flows for the distribution of dividends to our shareholders or to fund operations we may have outside of China.

Foreign exchange transactions by Honesty Group under capital accounts continue to be subject to significant foreign exchange controls and require the approval of or registration with the Chinese governmental authorities, including SAFE. In particular, if Honesty Group borrows foreign currency loans from us or other foreign lenders, these loans must be registered with SAFE, and if we finance Honesty Group by means of additional capital contributions, these capital contributions must be approved by certain

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government authorities, including the Ministry of Commerce or its local counterparts. These limitations could affect the ability of Honesty Group to obtain additional foreign exchange through debt or equity financing.

Changes in foreign exchange regulations in China may affect the Target’s ability to pay dividends in foreign currency or conduct other foreign exchange business.

RMB is not a freely convertible currency currently, and the restrictions on currency exchanges may limit our ability to use revenues generated in RMB to fund our business activities outside China or to make dividends or other payments in U.S. dollars. In China, the State Administration for Foreign Exchange, or the SAFE, regulates the conversion of RMB into foreign currencies. Over the years, foreign exchange regulations in China have significantly reduced the government’s control over routine foreign exchange transactions under current accounts (e.g., remittance of foreign currencies for payment of dividends, etc.). But conversion of RMB for capital account items, such as direct investment, loan, security investment and repatriation of investment, however, is still subject to the approval of the SAFE. Under China’s existing foreign exchange regulations, Honesty Group’s Chinese operating subsidiary, Guanke, is able to pay dividends in foreign currencies, without prior approval from the SAFE, by complying with certain procedural requirements. However, we cannot assure you that the Chinese government will not take measures in the future to restrict access to foreign currencies for current account transactions.

Chinese government ownership of all real property may limit SGOCO’s ability to fully develop its licensed real estate.

Chinese laws prohibiting the private ownership of land and limiting “land use rights” may hamper our ability to maximize the property of the Target. All land in the PRC is owned by the Chinese government. Guanke, Guancheng, and Guanwei have “land use rights” to use the land for 50 years, beginning June 29, 2007. The Chinese government must not recall the land use right during the term of the land use agreement, unless that is for legitimate public interests with due process and compensation including but not limited to compensation for the facilities on the land and the foreseeable losses to the holder in the remaining years. Once the land use right fee has been fully paid up, the holder is entitled to dispose of the land use right to her or his discretion such as transferring, leasing, and mortgaging the land to others. One year before the expiration of the term, if the holder intends to extend the term, unless the land is required for then current public interests, the government is obliged to renew the land use right agreement upon re-negotiated terms and land use right fee.

Risks Relating to Our Securities

We do not expect the Combined Company to pay dividends, so our shareholders will only benefit from an investment in our shares if such shares appreciate in value.

We do not expect the Combined Company to pay dividends to our shareholders in the foreseeable future. The board of directors may determine to pay dividends in the future, depending upon results of operations, financial condition, contractual restrictions including restrictions in credit agreements, restrictions imposed by applicable law, including the laws of China governing dividend payments, currency conversion and loans, and other factors our board of directors deems relevant. Accordingly, realization of a gain on shareholders’ investments will depend on the appreciation of the price of our shares. There is no guarantee that our shares will appreciate in value or even maintain the price at which shareholders purchased their SPAC Shares.

Shares to be potentially issued may have an adverse effect on the market price of our shares.

As of January 31, 2010, there were 5,299,125 shares outstanding of which our public shareholders held 4,239,300 shares. In addition, in connection with our IPO, we issued warrants to purchase 4,239,300 shares. Our Sponsors hold 1,059,825 restricted SPAC Shares and also hold warrants to purchase 1,550,000 SPAC Shares. We also issued an option to purchase up to a total of 280,000 units at $10 per unit to the underwriters which, if exercised, will result in the issuance of an additional up to 280,000 warrants and an additional up to 280,000 shares. In addition, under the Share Exchange Agreement, assuming all the net income targets set forth therein are met, we will issue up to 14,300,000 ordinary shares to the shareholders of Honesty Group. As a condition to the closing of the Acquisition, the Share Exchange Agreement provides that the Sponsors

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must subject 311,696 of their SPAC Shares to an earn-out which, if the Combined Company does not achieve income from existing operations of at least $15 million in 2011 (or $20 million if the First Earn-Out Condition is not met) then those shares will be delivered to the Combined Company and cancelled. Assuming approval of the Warrant Amendment Proposal, any warrants outstanding after the closing of the Acquisition will have an exercise price of $8.00 per SPAC Share, and an exercise period extending until the earlier of March 7, 2014 or the redemption of the warrants in accordance with the terms of the Warrant Agreement.

As part of its engagement of RedBridge Group Ltd. for services in connection with the Acquisition, Honesty Group agreed to provide it with warrant to purchase shares equal to three percent (3%) of the shares of the Combined Company. The RedBridge warrants will have a “cash or cashless exercise” provision and will be transferable to RedBridge directors, officers, employees, agents and affiliates. The RedBridge Warrants will be issued upon consummation of the Acquisition and will be immediately exercisable with a term of seven years from the closing date of the Acquisition at the same per share price as the SPAC Shares issued in connection with the Acquisition.

In addition, following the consummation of the Acquisition, the board of directors of the Combined Company expects to adopt a stock incentive plan or similar compensation plan that provides for the issuance of stock options, restricted stock or other awards up to 7% of the fully diluted outstanding shares to the employees, directors and consultants of the Combined Company and its subsidiaries.

Also, the Combined Company has authorized capital stock under the SPAC Charter, consisting of 50,000,000 ordinary SPAC shares and 1,000,000 preferred shares. Subject to any restriction of a stock exchange on which the SPAC stock may be listed in the future, the shares may be issued without shareholder approval. The sale, or even the possibility of sale, of the shares could have an adverse effect on the market price for our securities or on our ability to obtain future public financing. Upon the issuance of the additional shares, you may experience dilution to your holdings.

Our securities are quoted on the OTC Bulletin Board, which limits the liquidity and price of our securities more than if our securities were listed on the Nasdaq Stock Market or the New York Stock Exchange. There may not be an active, liquid trading market for our securities, and the trading price for our securities may fluctuate significantly.

Our ordinary shares, warrants, and units are quoted on the OTC Bulletin Board. We believe that the quotation of our securities on the OTC limits the liquidity and price of our securities more than if our securities were listed on the Nasdaq Stock Market or the New York Stock Exchange. While we intend to file an application for listing on the Nasdaq Stock Market, we cannot assure you that we will satisfy the applicable listing requirements and our listing application may not be accepted. If we do not succeed in securing a listing on the Nasdaq Stock Market, the failure to move up to a regular securities exchange from the OTC market could limit the ability to trade our securities.

Compliance with all of the applicable provisions of the Sarbanes Oxley Act will likely be a further condition of continued listing or trading. There is no assurance that if we are granted a listing on the Nasdaq Stock Market we will always meet the Nasdaq Stock Market listing requirements, or that there will be an active, liquid trading market for our ordinary shares in the future. Failure to meet the Nasdaq Stock Market listing requirements could result in the delisting of our ordinary shares from the Nasdaq Stock Market, which may adversely affect the liquidity of our shares, the price that can be obtained for them, or both.

Risks Relating to the Acquisition

If the amount of cash available for the general working capital needs of the Combined Company as of the closing of the Acquisition will not equal or exceed $17,100,000, or if less than a majority of the public shareholders approve the Acquisition Proposal by March 12, 2010, we will be forced to liquidate.

A condition to the closing of the Acquisition, among others, is that the Company have not less than $17,100,000 in funds available from the Trust Account and otherwise for general working capital purposes. As of December 31, 2009 there is $33,848,881 in the Trust Account but holders of up to 30% of the public SPAC shares are entitled to demand redemption of their shares at the time of closing. At the current redemption price of $7.98, if all 1,271,789 shares are redeemed the Trust Account would be reduced by $10,148,876 to

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approximately $23,700,005. In addition, as a condition to closing, the Warrant Amendment Proposal must be adopted which give the holders of the Public Warrants the right to redeem their Public Warrants at $0.50 each or approve increase strike price from $5.00 to $8.00. If all the redemption rights were exercised the Company would be required to pay $2,119,650 to the redeeming warrantholders. The redemptions of SPAC shares and Public Warrants will reduce the number of shares outstanding and market over-hang of the warrants but also the working capital available for operations now and at any time when the Public Warrants might be exercised.

If public shareholders holding 1,271,790 or more SPAC Shares (30% of the shares issued in our IPO) vote against the Acquisition Proposal and demand redemption of their shares or if holders of a majority of the outstanding warrants fail to approve the Warrant Amendment Proposal, we would likely be forced to liquidate.

Under the terms of the SPAC Charter, public shareholders have the right to vote against the Acquisition Proposal and to elect to redeem their shares into cash. If public shareholders holding 30% or more of the SPAC Shares issued in our IPO vote against the Acquisition Proposal and opt to redeem their shares into cash, we would not have sufficient time to arrange for an alternate business combination that would comply with the requirements set forth in the SPAC Charter, we would be forced to liquidate. Under the terms of the Share Exchange Agreement, approval of the Warrant Amendment Proposal is a condition to the closing of the Acquisition. If the warrantholders do not approve the Warrant Amendment Proposal, we would likely be forced to liquidate. In any liquidation, the net proceeds of our IPO held in the Trust Account, inclusive of all the accrued interest not previously released to us, plus any remaining net assets, will be distributed pro rata to the holders of our shares issued in our IPO, subject to potential claims of creditors. If we are forced to liquidate our assets, each share issued in our IPO would be entitled to receive approximately US $7.98, including all the accrued interest not previously released to us as of that date, assuming the entire amount of the Trust Account is available for distribution to our public shareholders.

Activities taken by the SPAC to utilize a portion of the funds in the Trust Account to purchase, directly or indirectly, Public Shares will increase the likelihood of approval of the Acquisition Proposal and other proposals, which could present a conflict of interest for our officers and directors in determining whether to authorize the use of the funds in the trust account in such manner.

At any time prior to the extraordinary general meeting or special meeting, as applicable, during a period when they are not then aware of any material nonpublic information regarding the SPAC or its securities, the SPAC, the Sponsors and their respective affiliates may purchase shares from institutional and other investors, or execute agreements to purchase such shares from them in the future, or they or the Company may enter into transactions with third parties to purchase shares from such persons. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the outstanding shares of the SPAC Stock entitled to vote on the Acquisition Proposal vote in its favor and that holders of fewer than 30% of the Public Shares vote against the Acquisition Proposal and demand conversion of their SPAC Shares into cash where it appears that such requirements would otherwise not be met. Because the SPAC Shares held by the Sponsors, and the Sponsors Warrants will not participate in liquidation distributions if the Acquisition is not consummated, such Sponsors may have a conflict of interest in determining to use the funds in the trust account for these purchases to increase the likelihood the Acquisition will be consummated. See the section entitled “The Share Exchange Agreement — Actions That May Be Taken to Secure Approval of the Acquisition Proposal.”

If the Acquisition’s benefits do not meet the expectations of financial or industry analysts, the market price of our securities may decline.

The market price of our securities may decline as a result of the Acquisition if, among others:

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Our existing directors and executive officers and our initial shareholders have interests in the Acquisition that are different from yours.

In considering the recommendation of our existing directors to vote to approve the Acquisition Proposal, the Warrant Amendment Proposal and related matters, you should be aware that they and our other initial shareholders have agreements or arrangements that provide them with interests in the Acquisition that differ from, or are in addition to, those of our public shareholders and warrant holders generally. For example, our Sponsors, including our current directors and officers, are not entitled to participate in the distribution upon liquidation of the Trust Account. As a result, if the Acquisition Proposal is not approved, the shares and warrants that they hold will, in all probability, be worthless.

In connection with our IPO, each of our directors and executive officers agreed to indemnify the SPAC against any loss or damage whatsoever as a result of a claim by a vendor or target business to the extent such loss or damage reduces the amount held in the Trust Account. If the Acquisition is not consummated, such directors and officers could potentially be liable for any claims against the Trust Account. Accordingly, the directors and executive officers have a personal interest in recommending the approval of the Proposals. In addition, Mr. Robert Eu, our Chairman and Secretary, and Mr. David, Hao Wu, our CFO and an Executive Vice President of Marbella Capital Partners, an entity controlled by our Chief Executive Officer and a Director, Mr. John Wang, are expected to serve as directors of the combined company. The personal and financial interests of our directors and current officers may have influenced their motivation in identifying and selecting a target business and completing a business combination.

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FORWARD-LOOKING STATEMENTS

We believe that some of the information in this proxy statement constitutes forward-looking statements. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” “plan” and “continue” or similar words. You should read forward-looking statements carefully because they discuss future expectations; contain projections of future results of operations or financial condition; or state other “forward-looking” information.

Forward-looking statements include, but are not limited to statements relating Honesty Group’s and the Combined Company’s future business and financial performance and competitive position, the growth of the industry in China, the benefits of the Acquisition, and other material future developments that you may take into consideration in determining how to vote your shares.

We believe it is important to communicate our expectations to our shareholders. However, there may be events in the future that we are not able to accurately predict or over which we have no control. The risk factors and cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations we described in our forward-looking statements, including among other things: the number and percentage of SPAC public shareholders voting against the acquisition; changing principles of generally accepted accounting principles; outcomes of government reviews, inquiries, investigations and related litigation; compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the LCD market in China; fluctuations in customer demand; management of rapid growth; changes in government policy; the fluctuations in sales of LCD products in China; China’s overall economic conditions and local market economic conditions; Honesty Group’s ability to expand through strategic acquisitions and establishment of new locations; and geopolitical events.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

All forward-looking statements included in this proxy statement attributable to us or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent that applicable laws and regulations require, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

Before you grant your proxy or instruct how your vote should be cast or vote on the proposals described in this proxy statement, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement could have a material adverse effect on us.

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THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

The SPAC is furnishing this proxy statement to its shareholders as part of the solicitation of proxies by its board of directors for use at the extraordinary general meeting of shareholders in connection with the proposed Acquisition.

Date, Time and Place.   We will hold the shareholders’ meeting at 4:00 p.m., New York City local time, on Monday, March 8, 2010, at the offices of Loeb & Loeb, 345 Park Avenue, New York, New York, 10154, USA to vote on the proposals.

Purpose.   At the shareholders’ meeting, holders of the SPAC Shares will be asked to approve the Acquisition Proposal, the Name Change Proposal, and, if necessary or desirable, the Adjournment Proposal as described elsewhere in this proxy statement. Under Cayman Islands law and the SPAC Charter, no other business may be transacted at the shareholders’ meeting other than procedural matters relating to the conduct of the meeting.

We will only proceed with the consummation of the Acquisition if our shareholders approve the Acquisition Proposal. The Name Change Proposal will not be presented to our shareholders for a vote at the shareholders’ meeting unless our shareholders approve the Acquisition Proposal. If approved, the Name Change Proposal will be effectuated upon the consummation of the Acquisition and the filing of the appropriate documents with the Cayman Islands Registrar of Companies. If the Acquisition is consummated and our shareholders fail to approve the Name Change Proposal, the board of directors of the Combined Company may re-present such proposal to the shareholders for a vote at a future general meeting of shareholders following the Acquisition.

Our board of directors has determined that each of the proposals is fair to and in the best interests of the SPAC and its shareholders, has approved and declared each of them advisable, and recommends that our shareholders vote “FOR” each of the proposals. Our board of directors also believes that the fair market value of Honesty Group will be at least 80% of our net assets held in the Trust Account (net of taxes), which is necessary to satisfy the provisions of the SPAC Charter enabling it to consummate the Acquisition.

Because of the business combination provisions of the SPAC Charter, if we do not consummate the Acquisition or another business combination by March 12, 2010, unless the time period is extended by a vote of holders of a majority of the outstanding SPAC Shares, we will liquidate and dissolve and, as part of this process, distribute the net assets of the Company to our public shareholders.

Record Date; Who Is Entitled to Vote.   The “record date” for the meeting is February 8, 2010. Record holders of SPAC Shares at the close of business on the record date are entitled to vote or have their votes cast at the shareholders’ meeting. As of January 31, 2010, there were 5,299,125 outstanding SPAC Shares of which our public shareholders acquired approximately 4,239,300 SPAC Shares at or after our IPO. Each SPAC Share is entitled to one vote per proposal at the meeting. The SPAC’s warrants do not have voting rights with respect to the shareholders’ meeting.

Vote Required.   The approval by ordinary resolution of the Acquisition Proposal requires the affirmative vote of a majority of our outstanding SPAC Shares. All of our Sponsors, who are all of our pre-IPO initial shareholders, including all of our current directors and executive officers, have agreed to vote the shares that they owned immediately before our IPO in the same manner as a majority of the SPAC Shares voted by our public shareholders with respect to the Acquisition Proposal. In addition, if our public shareholders holding 1,271,790 or more SPAC Shares (30% of the total shares issued in our IPO) vote against the Acquisition and demand that we redeem their shares into cash (as described below), the Acquisition will not be consummated.

Subject to the passing of the Acquisition Proposal, the approval by special resolution of the Name Change Proposal requires the affirmative vote of the holders of at least two-thirds of the SPAC Shares voted on such proposal. The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the SPAC Shares voted on such proposal. In connection with the vote required for the Name Change Proposal and the Adjournment Proposal, our initial shareholders, including our directors and executive officers, are not required to vote in the same manner of the shares voted by our public shareholders on such proposals.

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The effect of an abstention or failure to vote with respect to any of the proposals by a shareholder who is present in person or by proxy at the meeting will vary depending on the proposal: (i) with respect to the Acquisition Proposal, an abstention or failure to vote will count as a vote against the proposal because the approval of the Acquisition Proposal requires the affirmative vote of a majority of our outstanding SPAC Shares; and (ii) with respect to the Name Change Proposal and any Adjournment Proposal, an abstention or failure to vote will have no effect on the outcome of the vote because each proposal is required to be approved by two-thirds and a majority, respectively, of the SPAC Shares voted on those proposals.

Each SPAC Share that you own in your name entitles you to one vote per proposal. Your proxy card shows the number of SPAC Shares you own.

There are four ways to vote your shares at the meeting:

By Signing and Returning the Enclosed Proxy Card :  if you vote by proxy card, your “proxy,” whose names are listed on the proxy card, will vote your shares as you instruct on the card. If you sign and return the proxy card, but do not give instructions on how to vote your shares, your shares will be voted as recommended by our board of directors “FOR” approval of each of the Proposals.

Vote by Phone :  If you hold your shares in street name, call toll-free (in the United States), on a touch-tone phone, the 800 number printed on the instructions accompanying your proxy card, which is available 24 hours a day. Have your proxy card in hand when you call, then follow the recorded instructions. Your vote must be received by 11:59 p.m., New York local time, on March 7, 2010, to be counted.

Vote by Internet :  If you hold your shares in street name, visit the Internet website printed on the instructions accompanying your proxy card. Have your proxy card in hand when you access the website and follow the instructions to create an electronic voting instruction form. Your vote must be received by 11:59 p.m., New York local time, on March 7, 2010, to be counted.

Vote in person :  you may attend the extraordinary general meeting of shareholders or the special meeting of warrantholders and vote in person. We will give you a ballot when you arrive. If your shares or warrants are held in the name of your broker, bank or other nominee, however, you must obtain a “legal proxy” from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares or warrants.

Redemption Rights.   According to the SPAC Charter, a holder of SPAC Shares issued in our IPO may, if the shareholder votes against the Acquisition Proposal, demand that we redeem those shares into cash. This demand must be made on the proxy card at the same time that the shareholder votes against the Acquisition Proposal. If properly demanded, we will redeem each share as to which that demand has been made into cash, at the redemption price equal to the amount in the Trust Account, excluding US $1,187,004 being held in the Trust Account attributable to the underwriters’ discount, and any earned interest not distributed to us through the record date (calculated as of two business days prior to the consummation of the Acquisition), divided by the number of shares issued in our IPO. If you exercise your redemption rights, then you will be exchanging the SPAC Shares you hold for cash and will no longer own these shares. Based on the amount of cash held in the Trust Account as of December 31, 2009, including interest accrued as of that date ($33,848,881), you will be entitled to redeem each SPAC Share that you hold into approximately US$7.98. You will only be entitled to receive cash for these shares if you continue to hold these shares through the closing date of the Acquisition and tender your share certificate(s) and a properly completed letter of transmittal to us within 20 business days after the meeting. If you intend to redeem your SPAC Shares, you should contact your broker or custodian to request a share certificate as soon as possible. If the Acquisition is not completed, then these shares will not be redeemed into cash. Pursuant to the SPAC Charter, no shareholder or group of shareholders may redeem more than 423,930 shares (10% of the total number of IPO shares).

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The Acquisition will not be completed if our public shareholders holding 1,271,790 or more SPAC Shares issued in our IPO, an amount equal to 30% of those shares, vote against the Acquisition Proposal and exercise their redemption rights. There are other significant conditions to closing the Acquisition. Do not send your share certificate(s) with your proxy. You will only be entitled to receive cash for your shares if you continue to hold your shares through the closing date of the Acquisition and tender your share certificate(s) and a properly completed letter of transmittal to us within 20 business days after the meeting. If you intend to redeem your shares, you should contact your broker or custodian to request a share certificate as soon as possible. If you vote against the Acquisition Proposal and elect to redeem your shares, we will provide you with a letter of transmittal promptly after the Acquisition is consummated.

Questions About Voting .  If you have any questions about the Acquisition or if you are a SPAC shareholder and need assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement or the enclosed proxy card, you should contact Advantage Proxy, the proxy solicitation agent for the SPAC, toll free at (877) 870-8565 or collect at (206) 870-8565. If your SPAC Shares are held in a stock brokerage account or by a bank or other nominee, you should call your broker or other nominee for additional information.

Revoking Your Proxy and Changing Your Vote .  If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to the Company’s secretary prior to the date of the meeting or by voting in person at the meeting. Attendance at the meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to Advantage Proxy, 24925 13th Place South, Des Moines, Washington 98198. Their toll free telephone number is (877) 870-8565.

If your shares are held in “street name,” consult your broker for instructions on how to revoke your proxy or change your vote.

Broker Non-Votes .  If your broker holds your shares in its name and you do not give the broker voting instructions, the rules of the Financial Industry Regulatory Authority (“FINRA”) prohibit your broker from voting your shares on the Acquisition Proposal and the other proposals. This is known as a “broker non-vote.” Abstentions or broker non-votes with respect to the Name Change Proposal and the Adjournment Proposal will not have the same effect as a vote “against” such proposal. With respect to the Acquisition Proposal, however, abstentions or broker non-votes will have the same effect as a vote “against” such proposal.

Solicitation Costs .  The SPAC is soliciting proxies on behalf of the SPAC board of directors. This solicitation is being made by mail but also may be made in person or by telephone or other electronic means. SPAC and its directors, officers, employees and consultants may also solicit proxies in person or by mail, telephone or other electronic means. These persons will not be paid for engaging in these activities.

The SPAC has hired Advantage Proxy as its proxy solicitation agent. The SPAC expects to pay customary fees of approximately $15,000 to Advantage Proxy as the proxy solicitation agent for the SPAC, and certain out-of-pocket expenses incurred by it in connection with the proxy solicitation.

The SPAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. The SPAC will reimburse them for their reasonable expenses.

Stock Ownership .  Information concerning the holdings of certain SPAC shareholders is set forth below under “Beneficial Ownership of Securities.”

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THE SPECIAL MEETING OF WARRANTHOLDERS

The SPAC is furnishing this proxy statement and solicitation of written consent to the holders of its Public Warrants as part of the solicitation of proxies and written consents by its board of directors for use at the special meeting in connection with the proposed amendments to the Warrant Agreement as a condition to the Acquisition.

Date, Time and Place .  We will hold the meeting at 4:00 p.m., New York City local time, on Monday, March 8, 2010, at the offices of Loeb & Loeb, 345 Park Avenue, New York, New York 10154, USA to vote on the Warrant Amendment Proposal and, if necessary or desirable, the Warrant Adjournment Proposal.

Purpose .  Holders of the Public Warrants are asked to approve the Warrant Amendment Proposal and, if necessary or desirable, the Warrant Adjournment Proposal as described elsewhere in this proxy statement. While the Warrant Agreement does not provide for meetings of warrantholders, the Board of Directors has determined to follow procedures similar to those for the conduct of a meeting of the Company’s shareholders. Under Cayman Islands law and the SPAC Charter, no other business may be transacted at the meeting other than procedural matters relating to the conduct of the meeting.

We will only implement the Warrant Proposal Amendment if we proceed with the consummation of the Acquisition after the shareholders approve the Acquisition Proposal. There are a number of other conditions to the consummation of the Acquisition described elsewhere in this proxy statement.

Our board of directors recommends that holders of our Public Warrants vote “ FOR ” and consent to the Warrant Amendment Proposal and the Warrant Adjournment Proposal.

Because of the business combination provisions of the SPAC Charter, if we do not consummate the Acquisition or another business combination by March 12, 2010, unless the time period is extended by a vote of holders of a majority of the outstanding SPAC Shares, we will liquidate and dissolve and, as part of this process, distribute the net assets of the company to our public shareholders. If that occurs, the warrantholders will receive nothing for the Public Warrants.

Record Date; Who Is Entitled to Vote .  The “record date” for the meeting is February 8, 2010. Record holders of the Public Warrants at the close of business on the record date are entitled to vote or have their votes cast at the meeting. As of January 31, 2010, there 4,239,300 Public Warrants outstanding. Each Public Warrant is entitled to one vote per proposal at the meeting.

Vote Required .  The approval of the Warrant Amendment Proposal requires the affirmative vote of a majority of the outstanding warrants.

Each Public Warrant that you own in your name entitles you to one vote per proposal.

There are four ways to vote your shares at the special meeting:

By Signing and Returning the Enclosed Proxy Card.   If you vote by proxy card, your “proxy,” whose names are listed on the proxy card, will vote your warrants as you instruct on the card. The proxy card also serves as a written consent approving the amendments to the Warrant Agreement set forth in Annex B. If you sign and return the proxy card, but do not give instructions on how to vote your warrants, your warrants will be voted as recommended by our board of directors “ FOR ” approval of each of the Proposals.

Vote by Phone :  If you hold your warrants in street name, call toll-free (in the United States), on a touch-tone phone, the 800 number printed on the instructions accompanying your proxy card, which is available 24 hours a day. Have your proxy card in hand when you call, then follow the recorded instructions. Your vote must be received by 11:59 p.m., New York local time, on March 7, 2010, to be counted.

Vote by Internet :  If you hold your warrants in street name, visit the Internet website printed on the instructions accompanying your proxy card. Have your proxy card in hand when you access the website and follow the instructions to create an electronic voting instruction form. Your vote must be received by 11:59 p.m., New York local time, on March 7, 2010, to be counted.

Vote in person :  you may attend the extraordinary general meeting of shareholders or the special meeting of warrantholders and vote in person. We will give you a ballot when you arrive. If your shares or warrants

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are held in the name of your broker, bank or other nominee, however, you must obtain a “legal proxy” from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares or warrants.

Redemption Rights.   If the Warrant Amendment Proposal is adopted and the Acquisition is consummated, a holder of Public Warrants may redeem those Public Warrants for cash at $0.50 each. You may also elect to continue to hold the Public Warrants as amended to increase the exercise price to $8.00 per SPAC Share and to extend the exercise period to the earlier of March 7, 2014, or the redemption of the warrant as provided in the Warrant Agreement. This election to continue to hold Public Warrants must be made on the proxy card at the same time that the warrantholder votes with respect to the Warrant Amendment Proposal. If you exercise your redemption rights, then you will be exchanging the Public Warrants you hold for cash and will no longer own these Public Warrants. If you intend to redeem your Public Warrants, you should contact your broker or custodian to request a warrant certificate as soon as possible. If the Acquisition is not completed, then the Public Warrants will not be redeemed into cash. If you redeem your Public Warrants, we will provide you with a letter of transmittal promptly after the Acquisition is consummated.

The closing of the Acquisition is subject to a number of conditions and may not be completed even if the Warrant Amendment Proposal is adopted. Do not send your warrant certificate(s) with your proxy. You will only be entitled to receive cash for your Public Warrants if you continue to hold them through the closing date of the Acquisition and tender your warrant certificate(s) and a properly completed letter of transmittal to us within 20 business days after consummation of the Acquisition.

Questions About Voting.   If you have any questions about the Acquisition, or if you are a warrantholder and need assistance in submitting your proxy or voting your Public Warrants or need additional copies of this proxy statement or the enclosed proxy card, you should contact Advantage Proxy, the proxy solicitation agent for the SPAC, toll free at (877) 870-8565 or collect at (206) 870-8565. If your Public Warrants are held in a stock brokerage account or by a bank or other nominee, you should call your broker or other nominee for additional information.

Revoking Your Proxy and Changing Your Vote.   If you have submitted a proxy to vote your warrants and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to the Company’s secretary prior to the date of the special meeting or by voting in person at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to Advantage Proxy, 24925 13th Place South, Des Moines, Washington 98198. Their toll free telephone number is (877) 870-8565.

If your shares are held in “street name,” consult your broker for instructions on how to revoke your proxy or change your vote.

Broker Non-Votes.   Your broker cannot vote your Public Warrants if you do not give the broker voting instructions, the broker is prohibited from voting your warrants. With respect to the Warrant Amendment Proposal, abstentions or broker non-votes will have the same effect as a vote “against” such proposal.

Solicitation Costs.   The SPAC is soliciting proxies on behalf of the SPAC board of directors. This solicitation is being made by mail but also may be made in person or by telephone or other electronic means. SPAC and its directors, officers, employees and consultants may also solicit proxies in person or by mail, telephone or other electronic means. These persons will not be paid for engaging in these activities.

The SPAC has hired Advantage Proxy as its proxy solicitation agent. The SPAC expects to pay customary fees of approximately $15,000 to Advantage Proxy as the proxy solicitation agent for the SPAC, and certain out-of-pocket expenses incurred by it in connection with the proxy solicitation.

The SPAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. The SPAC will reimburse them for their reasonable expenses.

Warrant Ownership.   Information concerning the holdings of certain SPAC warrantholders is set forth below under “Beneficial Ownership of Securities.”

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PROPOSAL 1: ACQUISITION PROPOSAL

THE APPROVAL OF (I) THE SHARE EXCHANGE AGREEMENT, DATED AS OF
FEBRUARY 12, 2010, AND (II) THE TRANSACTIONS CONTEMPLATED THEREBY
(THE “ACQUISITION PROPOSAL”)

Background to the Acquisition

The terms of the Share Exchange Agreement are the result of arms’ length negotiations between our representatives and representatives of Honesty Group and its shareholders. The following is a brief discussion of the background of the SPAC’s efforts to identify potential candidates for a business combination, the selection of SGOCO, and the negotiations of the Acquisition and related transactions.

The Candidate Identification Process

The SPAC was incorporated on July 18, 2007, to serve as a vehicle to accomplish a business combination with an operating business that has its primary operating facilities located in China.

The SPAC completed its initial public offering of 4,000,000 units March 12, 2008. Subsequently on March 31, 2008, the underwriters of its initial public offering exercised their over-allotment option for a total of an additional 239,300 units (over and above the 4,000,000 units sold in the initial public offering) for an aggregate offering of 4,239,300 units (together the “IPO”). Each unit consists of one share of common stock and one redeemable common stock purchase warrant, resulting in a total of 4,239,300 shares and 4,239,300 warrants which are publicly held. The units were sold at an offering price of $8.00 per unit. In addition, 1,550,000 Sponsors Warrants were sold immediately prior to the IPO at an offering price of $1.00 per warrant. As of December 31, 2009, we had 5,299,126 SPAC Shares and 5,789,300 warrants outstanding. Together, the sale of the Units in the IPO and the sale of the Sponsor Warrants generated total gross proceeds of $35,464,400. Approximately $33,527,396 (or approximately $7.91 per IPO Share) of the proceeds from the IPO and the private placement was placed in a Trust Account, which includes $1,187,004 of the underwriter’s compensation which will be paid to them only in the event we consummate a business combination.

In accordance with the SPAC’s Charter, cash held in the Trust Account will be released either upon the consummation of a business combination or upon the liquidation of the SPAC. Because of the business combination provisions of the SPAC Charter, if we do not consummate the Acquisition or another business combination by March 12, 2010, unless the time period is extended by a vote of holders of a majority of the outstanding SPAC Shares, we will liquidate and dissolve and, as part of this process, distribute the net assets of the Company to our public shareholders. As of December 31, 2009, there was approximately $33,848,881 held in the trust account (or approximately $7.98 per SPAC Share held by our public shareholders).

In March 2008, promptly after our initial public offering, the officers and directors of the SPAC commenced the process of locating potential targets. The Board of the SPAC established a list of criteria and guidelines for screening potential targets, including but not limited to:

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The SPAC team began to reach out to its business networks including contacting entrepreneurs, operating companies, investment bankers, private equity firms and other business intermediaries in order to generate ideas about a suitable business combination. We also received unsolicited inquires from many private companies, several investment banking firms, private equity firms and other business intermediaries.

The SPAC received leads and preliminarily reviewed more than 100 potential business combination candidates. These candidates were engaged in a wide range of industry sectors including clean energy, retail, industrial, software and service companies. While most of these reviews were done on a preliminary basis, the SPAC did progress to substantive discussions of terms with four companies on a potential transaction. After in-depth discussions and due diligence on these candidates, and of the SPAC by the candidates, transactions did not move forward. Reasons for abandoning transactions with certain candidates included, but are not limited to, change in business environment in late 2008, the candidates not meeting SPAC’s requirements or lack of interest on the part of the candidate to pursue further discussions with the SPAC.

Honesty Group and The Target

The Target was first introduced to the SPAC on June 11, 2009 by Redbridge Capital Partners, a San Francisco-based advisory firm. The Target is engaged in the design, manufacturer and distribution of LCD consumer products. The Target was interested in discussing a potential business combination with a SPAC. On June 29, 2009, the first formal meeting to discuss a potential combination between the SPAC and the Target was held in Shanghai, China. After a series of high level discussions regarding the Target’s historical business and prospects, confirmation of its status as a wholly-owned foreign enterprise in China and its ability to meet the SPAC’s timetable to complete a transaction, the management of the SPAC decided that the Target fit the SPAC’s criteria.

For the next few weeks, the parties continued to communicate via telephone and e-mail. In the meantime, the SPAC continued to evaluate other potential candidates for a business combination.

On July 15, 2009, the management of the SPAC flew to Jinjiang, Fujian Province, China, where the Target’s headquarters and manufacturing plant is located, conducted preliminary due diligence on the Target with regard to its business model, operations and financial performance, and the competitive landscape of its underlying industry by meeting with a number of members of the Target’s management. The SPAC then undertook independent verification of certain information and made site visits and due diligence calls to distributors and potential SGOCO Club members.

After the visit, the parties also discussed a proposed letter of intent. On July 31, 2009, the parties met again in Shanghai and signed a letter of intent, which sets forth the preliminary terms and conditions under which the SPAC would combine with the Target:

An organization call between representatives of the SPAC, the Target, Redbridge (the Target’s advisor), Nixon Peabody (the Target’s counsel), Loeb & Loeb (the SPAC’s counsel), Jun We Zen (PRC counsel) and Hengrun International (the Target’s accounting consultant) was held on August 5, 2009 to begin the process of conducting in-depth due diligence by each of the parties, and drafting and negotiating definitive transaction

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documents. During August, the SPAC conducted legal, operational and financial due diligence including two days in Jinjiang and spent time reviewing the due diligence material. More customer due diligence was conducted.

On September 4, 2009, the SPAC made a public announcement indicating that it had entered into a letter of intent by filing a report on Form 6-K with the SEC.

From July 14, 2009 onwards, the SPAC’s officers and the Target’s management met regularly in Jinjiang, China. During these meetings, the SPAC reviewed with the Target the obligations of being a reporting company, including compliance with the reporting requirements of the U.S. federal securities laws, accounting procedures and Sarbanes Oxley Act requirements, press release disclosure and timing, shareholder communications, website disclosure, financial public relations, Nasdaq compliance, and transfer agent requirements.

On February 12, 2010, after negotiations regarding the terms and conditions of the Acquisition, and exchanges of various drafts of the Share Exchange Agreement, management of the SPAC and Honesty Group executed a definitive Share Exchange Agreement, which is subject to various closing conditions. See the information under the headings “Risk Factors — Risks Relating to the Acquisition” and “Shareholder Proposal No. 1 — The Share Exchange Agreement.”

Board Consideration and Approval of the Acquisition

While no single factor determined the final agreed upon consideration for the Acquisition, the SPAC’s board of directors, among other things, reviewed various industry and financial data including certain valuation analyses and metrics compiled by the SPAC in order to determine that the consideration to be paid to Honesty Group’s shareholders was reasonable and that the Acquisition was in the best interests of the SPAC’s shareholders.

Interest of the SPAC’s Directors and Officers in the Acquisition

In considering the recommendation of the board of directors of the SPAC to vote for the Acquisition Proposal, the Warrant Amendment Proposal, and the other proposals, you should be aware that certain members of our board of directors and management have agreements or arrangements that provide them with interests in the Acquisition that are different from, or are in addition to, those of the SPAC shareholders generally. These interests include the following:

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The SPAC’s Reasons for the Acquisition and Recommendation of the SPAC Board

The SPAC’s board of directors concluded that the Acquisition is in the best interests of the SPAC’s shareholders. The SPAC’s board of directors considered a wide variety of factors in connection with its evaluation of the Acquisition. In light of the complexity of those factors, the SPAC board of directors did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of the SPAC board may have given different weight to different factors.

In considering the Acquisition, the SPAC board of directors gave considerable weight to the factors discussed below.

Honesty Group’s Record of Growth and Expansion and High Potential for Future Growth

Important criteria to the SPAC board of directors in identifying a potential target are that the acquisition target has established business operations, that it is generating current revenues, and that it has what the SPAC believes to be a potential to experience growth in the future. The SPAC board of directors believes that Honesty Group has in place the strong market leadership, a large and growing customer base, a unique distribution network, and brand name recognition. The fiscal year 2009 revenues were approximately $67.9 million.

Although revenue projections are inherently uncertain, the SPAC board of directors believed, and continues to believe, the projections for Honesty Group’s business discussed by Honesty Group’s management and the officers of the SPAC are reasonable, based on the SPAC’s extensive due diligence. This record of significant growth helped to convince the SPAC board of directors that a business combination with Honesty Group would be in the best interests of the SPAC’s shareholders.

The Experience of Honesty Group’s Management

Founder and Chairman Burnette Or has been able to build on experiences from previous positions to build up the Target’s business very quickly. The SPAC believes he understands the dynamics of a quickly changing competitive environment in China and has been able to adapt the Target’s business strategy and practices successfully. Mr. Or has also show an ability to attract talented staff, and we believe that the Target has an entrepreneurial culture that will continue to attract talented personnel.

Satisfaction of 80% Test

It is a requirement of the SPAC’s charter that any business acquired by SPAC have a fair market value equal to at least 80% of the net assets held in the Trust Account at the time of acquisition. SPAC’s board of directors determined that Honesty Group with a minimum equity valuation of $89,000,000 based upon a comparative price analysis of the price to earnings ratio for companies similar to Honesty Group and the anticipated price to earnings ratio of Honesty Group. The SPAC’s net assets at December 31, 2009 were $33,095,855. The board of directors came to the determination that, since the fair market value of Honesty Group is at least equal to 80% of SPAC’s net assets before taking into account the earn-out payments, the earn-out thresholds, if achieved, would only represent an increase in the value of Honesty Group, which would therefore further exceed the 80% threshold.

SPAC’s board of directors did not obtain a fairness opinion because the board of directors believes, in light of the financial skills and business background of its directors, it was qualified to make this analysis itself and concluded that the Acquisition met the 80% test requirement without recourse to an independent source.

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To determine the value of Honesty Group, the board compiled a list of 19 comparable companies with business characteristics similar to Honesty Group and a target market in China. In addition to price-to-earnings analysis, the board also compared valuation ratios such as enterprise value to revenue, and analyzed gross and net income margins and revenue growth rates. Although these comparable companies may have similar main product lines as Honesty Group, most of them are targeting different consumer segments and may have a different focus, range and volume of product offerings and a differing operating model. Out of the 19 companies evaluated, three of the companies are listed on the Hong Kong Stock Exchange, two on Shanghai Stock Exchange in China, two on the Shenzhen Stock Exchange in China, five on the Tokyo Exchange in Japan, two on the Korea Stock Exchange in Korea, two on the Taiwan Stock Exchange in Taiwan, and one on New York Stock Exchange in the United States.

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The companies used for this analysis were as follows as of February 1, 2010:

(In US$ Millions except per share data)

Public Comparable Companies		Ticker				Share Price 2010-2-1				Market Cap				Enterprise Value				EV/R								PE								GP Margin CY2008A
																		CY2009				CY2010				CY2009				CY2010
Chinese LCD TV/Display Manufacturer
Innolux Display Corp.			TSEC:3481			$	1.60			$	5,177.6			$	5,220.5				1.0x				0.7x				NM				17.1x				7.4	%
Skyworth Digital Holdings Ltd.			SEHK:751				0.99				2,498.2				2,701.8				1.0x				0.8x				14.7x				10.2x				3.0%*
TCL Corporation			SZSE:000100				0.79				2,317.9				2,857.7				0.5x				0.4x				48.1x				32.2x				15.3	%
Hisense Electric Co., Ltd.			SHSE:600060				3.91				2,257.9				2,230.4				0.9x				0.7x				37.5x				29.5x				17.8	%
Sichuan Changhong Electric Co. Ltd.			SHSE:600839				1.01				1,909.5				3,344.9				0.8x				0.7x				NM				NM				16.6	%
China Greatwall Computer Shenzhen Co Ltd.			SZSE:000066				2.56				1,409.8				1,584.2				NA				NA				NA				NA				4.6	%
TPV Technology Ltd.			SEHK:903				0.66				1,399.9				1,100.9				0.1x				0.1x				10.9x				10.3x				4.6	%
Konka Group Co. Ltd.			SZSE:000016				1.05				1,021.7				1,316.2				NA				NA				NA				NA				18.4	%
Qisda Corporation			TSEC:2352				0.52				993.3				2,082.6				0.5x				0.4x				NM				9.6x				7.6	%
Global Consumer Electronics Manufacturer
Samsung Electronics Co. Ltd.			KOSE:A005930			$	664.39			$	85,165.9			$	92,907.5				1.2x				1.1x				10.2x				7.4x				26.0	%
Sony Corporation			TSE:6758				33.67				33,791.2				38,933.9				0.5x				0.5x				NM				29.6x				23.4	%
Panasonic Corporation			TSE:6752				15.80				32,720.0				33,422.1				0.4x				0.4x				NM				NM				29.0	%
Toshiba Corp.			TSE:6502				5.14				21,766.0				38,716.9				0.6x				0.5x				NM				31.3x				23.9	%
LG Electronics Inc.			KOSE:A066570				94.91				13,656.4				25,105.4				1.0x				0.9x				7.6x				7.3x				24.6	%
Sharp Corporation			TSE:6753				12.08				13,296.2				18,378.7				0.6x				0.6x				NM				26.2x				19.8	%
SANYO Electric Co., Ltd.			TSE:6764				1.63				10,002.0				14,658.1				0.8x				0.7x				NM				33.3x				24.7	%
Electronic Retailers
Best Buy Co. Inc.			NYSE:BBY			$	36.76			$	15,366.9			$	17,185.9				0.4x				0.3x				12.3x				11.0x				24.1	%
Suning Appliance Company Limited			SZSE:002024				2.63				12,286.1				11,755.4				1.4x				1.1x				30.2x				23.8x				17.1	%
GOME Electrical Appliances Holding Ltd.			SEHK:493				0.34				5,156.0				5,325.2				0.8x				0.8x				25.4x				18.3x				9.8	%

Source: CapitalIQ, Thomson and SEC filings

*GP Margin for Skyworth Digital is based on FY ending June 2008

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The board of directors made several assumptions in estimating the market value of Honesty Group that were used solely for the purpose of management’s determining a value of Honesty Group. As a basis used in the valuation, Honesty Group’s net income was based on audited financial statements for the year ended December 31, 2009. The SPAC used a 50%-50% weight on equity value calculated based on 2009 average of Price/Earnings ratio and Enterprise Value/Revenue ratio of the comparable companies and the results of such calculations were discounted by 10% due to the illiquidity of Honesty Group’s securities at the time of business combination.

The SPAC used the median of the following ratios and applied the ratio to Honesty Group in order to determine its enterprise value: Enterprise Value/Revenue and Enterprise Value/Net Income. For Enterprise Value/Revenue, the median of the ratio was the same as the average of the ratio. For Enterprise Value/Net Income, the median of the ratio was less than the average and the results of such calculations were discounted by 10% due to the illiquidity of Honesty Group’s securities. The average and median of each of the ratios for the year 2009 (which were calculated using estimated financial results for the year 2009 based on Consensus Earnings Estimates from Thomson One Analytics on February 1, 2010 and the respective closing prices of their common equity as of February 1, 2010 are as follows:

		2009
Ratio		Median				Average
Enterprise Value / Revenue		$	0.8x			$	0.7x
Price / Net Income		$	14.7x			$	21.9x

Honesty Group’s revenues for the year ended December 31, 2009 was $67,874,304, and its net income was $7,159,073. Therefore, based on the median ratios specified above, the average enterprise value was determined to be $89,068,876 as further detailed in the following table:

		Calculated Value				10% Discount				Equity Value
Weighted Equity Valuation		$	98,965,418			$	9,896,542			$	89,068,876

SPAC’s board believes that the management is qualified to make this analysis and concluded that the business combination with Honesty Group met the 80% asset test requirement without recourse to a fairness opinion from an independent source, because of the financial skills and background of its management.

Conclusion of the Board of Directors

After careful consideration, the SPAC board of directors determined unanimously that the Acquisition is fair to and in the best interests of SPAC and its shareholders.

The SPAC’s Board considered a wide variety of factors in connection with its evaluation of the transaction, In light of the complexity of those factors, the SPAC’s Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of the SPAC’s Board may have given different weight to different factors. The SPAC’s Board considered various industry and financial data, Guanke’s operation information and financial data supplied by Honesty Group’s management, certain forward looking assumptions and projections of the industry, market and Guanke’s business, the nature of the consideration paid, and certain valuation metrics were complied in order to determine that the consideration to be paid in the Business Combination with Honesty Group and the related transactions is fair, from a financial perspective, to the SPAC and in the best interests of the SPAC and its stockholders.

The SPAC board of directors has approved and declared advisable the Acquisition, and unanimously recommends that you vote or give instructions to vote “FOR” the proposal to adopt the Acquisition proposal and other proposals.

The foregoing discussion of the information and factors considered by the SPAC board of directors is not meant to be exhaustive, but includes the material information and factors considered by the SPAC board of directors.

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Ownership of SPAC Following the Acquisition

As of January 31, 2010, we had 5,299,125 SPAC Shares outstanding, of which our public shareholders collectively own approximately 80%. Under the terms of the Share Exchange Agreement, we will acquire all of the issued and outstanding shares of, and any other equity interests in, Honesty Group for a consideration consisting of (i) 8,500,000 newly issued SPAC Shares delivered at closing, and (ii) 5,800,000 newly issued SPAC Shares to be held in an escrow account by an affiliate of Honesty Group’s Hong Kong counsel and delivered to the former shareholders of Honesty Group if the Combined Company meets certain net income targets contained in the Share Exchange Agreement. The 5,800,000 escrowed SPAC Shares will be released in 2011 and 2012 as follows: 5,000,000 SPAC Shares will be released from escrow if the Combined Company reports net income from existing operations, excluding costs associated with the transactions contemplated by the Share Exchange Agreement, of US $15 million for the fiscal year ended December 31, 2010, excluding costs associated with the transactions contemplated by the Share Exchange Agreement (“First Earn-Out Milestone”), and 800,000 SPAC Shares released from escrow if the Combined Company reports net income from existing operations, excluding costs associated with the transactions contemplated by the Share Exchange Agreement, of US $20 million for the fiscal year ended December 31, 2011 (“Second Earn-Out Milestone”). In the event the First Earn-Out Milestone is not met but the Second Earn-Out Milestone is met, all 5,800,000 escrowed SPAC Shares will be released. If neither earn-out milestone is met, then the 5,800,000 escrowed SPAC Shares will be delivered to the Combined Company for cancellation and returned to the status of authorized but unissued SPAC Shares.

Assuming the satisfaction of all of the performance criteria, there are an aggregate of up to 14,300,000 SPAC Shares that may be issued upon the consummation of the Acquisition and within two years thereafter to the Honesty Group shareholders.

Subsidiary Status of Honesty Group after the Acquisition

After completion of the Acquisition, Honesty Group will be our wholly owned direct subsidiary.

Foreign Exchange Considerations

Following the Acquisition, substantially all revenues and income will likely be received in Renminbi (RMB), the main currency used in the PRC. Thus, the dollar equivalent of our net assets and distributions, if any, would be adversely affected by reductions in the value of RMB. To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of this currency against the U.S. dollar could have a material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our Renminbi into U.S. dollars for other business purposes and the U.S. dollar appreciates against this currency, the U.S. dollar equivalent of the Renminbi we convert would be reduced.

In the PRC, the State Administration for Foreign Exchange (“SAFE”) regulates the conversion of the Renminbi into foreign currencies and foreign currencies into Renminbi. The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations (1996), the Administration Regulations on the Settlement, Sale and Payment of Foreign Exchange (1996) and other various regulations and rules issued by SAFE. Under these rules and regulations, significant restrictions on foreign exchange still remain, including, among other things, the restriction that foreign invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents. In addition, income arising out of “current account transactions”, such as dividends distribution, interest payments, trade and service-related foreign exchange transactions, may be converted into foreign currencies at the authorized banks in China; while income arising out of “capital account transactions”, such as direct investment, foreign loans and repayment of the foreign loans, shall not be converted into foreign currencies unless the prior approval of SAFE is obtained. Any current and future restrictions on currency exchanges may limit our ability to use future cash flow for the distribution of dividends to our shareholders or to fund operations we may have outside of the PRC.

Dividends

Following the Acquisition, Honesty Group will be our wholly-owned subsidiary. We will rely on dividends and other distributions from Honesty Group, if any, to the Company to provide us with cash flow and to meet our other obligations. Current regulations in China would permit SGOCO or any other PRC

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operating subsidiaries to pay dividends only out of accumulated distributable profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, any PRC operating subsidiary will be required to set aside at least 10% (until the aggregate amount equal to half of its registered capital) of its accumulated profits each year. Such cash reserve may not be distributed as cash dividends. If any operating subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict their respective ability to pay dividends or make other payments.

Appraisal or Dissenters Rights

Other than the redemption rights outlined above, no appraisal or dissenters rights are available under the Cayman Islands law for our shareholders in connection with the Acquisition Proposal.

Anticipated Accounting Treatment

The Acquisition will result in the current shareholders of Honesty Group obtaining a majority of the voting interests in the SPAC. Generally accepted accounting principles require that Honesty Group, whose shareholders retain the majority voting interest in the combined business, be treated as the acquirer for accounting purposes. Since the SPAC does not have any assets with operating substance except cash and short-term investments, the transaction has been accounted for as reorganization and recapitalization of Honesty Group. The share purchase transaction utilizes the capital structure of the SPAC and the assets and liabilities of Honesty Group are recorded at historical cost. Although Honesty Group will be deemed to be the acquiring company for accounting and financial reporting purposes, the legal status of the SPAC as the surviving corporation will not change.

Regulatory Approvals

The SPAC and Honesty Group do not expect that the Acquisition will be subject to any state or federal regulatory requirements in the U.S. other than filings under applicable securities laws. We do not believe that, in connection with the completion of the Acquisition, any consent, approval, authorization or permit of, or filing with or notification to, any merger control authority or other government authority will be required in the PRC.

Consequences if Acquisition Proposal Is Not Approved

If the SPAC’s shareholders fail to approve the Acquisition Proposal, if the holders of the Public Warrants fails to approve the Warrant Amendment Proposal and if the other conditions to the closing of the Share Exchange Agreement, including, without limitation, the availability of at least $17.1 million from the Trust Account and other assets of the SPAC, the SPAC will not acquire Honesty Group. Under the SPAC Charter, we will be liquidated if we do not consummate a business combination by March 12, 2010.

Required Vote

The approval of the Acquisition Proposal requires the affirmative vote of a majority of our outstanding SPAC Shares acquired in our IPO or in the open market. Notwithstanding the foregoing, if the public shareholders holding 30% or more of the SPAC Shares vote against the Acquisition Proposal and demand that we redeem their shares into cash, the Acquisition will not be consummated.

As a condition to the Acquisition, among others contained in the Share Exchange Agreement, the Warrant Amendment Proposal must be approved by holders of a majority of outstanding warrants.

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THE SHARE EXCHANGE AGREEMENT

The following summary of the material provisions of the Share Exchange Agreement, as amended, is qualified by reference to the complete text of the Share Exchange Agreement, a copy of which is attached as Annex A to this proxy statement. All shareholders are encouraged to read carefully this proxy statement, including the Share Exchange Agreement, in its entirety for a more complete understanding of the Acquisition.

The Share Exchange Agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about us, Honesty Group or the Target. You can find more information about us elsewhere in this proxy statement and in our other public filings with the SEC, which are available without charge at www.sec.gov .

The representations and warranties of the parties in the Share Exchange Agreement are subject to modification, qualification and limitation by the disclosure schedules to the Share Exchange Agreement. You should not rely on the representations and warranties as characterizations of the actual state of facts with respect to any mater since information set forth on the disclosure schedules, which are not included in Annex A or filed with the SEC, may contain material qualifications or exceptions thereto.

General

We entered into the Share Exchange Agreement with the holders of all outstanding shares of Honesty Group (the “Honesty Group Shareholders”) on February 12, 2010. Under the terms of the Share Exchange Agreement, we will acquire 100% of the outstanding shares and other equity interests of Honesty Group from the Honesty Group Shareholders, and Honesty Group will become our wholly owned direct subsidiary. The subsidiaries of Honesty Group, including Guanke, will become our wholly owned indirect subsidiaries. At the time of the Acquisition, we will change our name to SGOCO Technology Ltd. In various places in this section, we are referred to, following the consummation of the Acquisition, as the “Combined Company”.

Consummation of the Acquisition

The consummation of the Acquisition will take place when all conditions to the obligations of each party to the Share Exchange Agreement, more fully described below, have been satisfied or waived. We believe that all such conditions will have been satisfied or waived upon receiving shareholder approval of the Acquisition Proposal and the consents of warrant holders necessary to approve the Warrant Amendment, and therefore, we expect that the closing of the transactions contemplated by the Share Exchange Agreement will take place shortly thereafter.

Purchase Price

Under the terms of the Share Exchange Agreement, we will acquire all of the issued and outstanding share capital and other equity interests of Honesty Group for consideration consisting of (i) 8,500,000 of our ordinary shares to be issued to the Honesty Group Shareholders at the closing, and (ii) up to 5,800,000 of our ordinary shares to be issued in escrow at the closing. The Honesty Group Shareholders will be entitled to receive 5,000,000 of the shares issued in escrow if the net income from existing operations, excluding costs associated with the transactions contemplated by the Share Exchange Agreement, of the Combined Company is at least $15 million for the year ended December 31, 2010. The Honesty Group Shareholders will be entitled to receive the remaining 800,000 shares issued in escrow (and all 5,800,000 shares issued in escrow if the first 5,000,000 were not received) if the net income from existing operations of the Combined Company is at least $20 million for the year ended December 31, 2011.

Representations and Warranties

We and the Honesty Group Shareholders each made a number of representations and warranties in the Share Exchange Agreement regarding aspects of our and Honesty Group’s respective businesses, financial condition, structure and other facts pertinent to the Acquisition. The Honesty Group Shareholders also made certain representations regarding themselves and their shares in Honesty Group.

The representations and warranties contained in the Share Exchange Agreement by us and the Honesty Group Shareholders were made to and solely for the benefit of each other of such parties, and may not be relied upon by any other person. The assertions embodied in the representations and warranties contained in

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the Share Exchange Agreement are qualified by information in the disclosure schedules to the Share Exchange Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Share Exchange Agreement. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts, since the representations and warranties are subject in important part to the underlying disclosure schedules. The disclosure schedules contain nonpublic information. Information concerning the subject matter of the representations and warranties may have changed since the date of the Share Exchange Agreement, and subsequent information may or may not be fully reflected in our public disclosures.

The Honesty Group Shareholders jointly and severally made representations and warranties, including representation and warranties relating to Honesty Group’s:

In addition, the Honesty Group Shareholders severally made representations and warranties, including representation and warranties relating to each such Honesty Group Shareholder’s:

The representations and warranties made by us in the Share Exchange Agreement include and relate to our:

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Conduct of Business Prior to the Acquisition

We and the Honesty Group Shareholders agreed that unless otherwise set forth in the Share Exchange Agreement, until the closing of the Acquisition or unless we agree otherwise, the Honesty Group Shareholders will cause each of Honesty Group and each of its subsidiaries to: