AutoChina International Ltd (Form: 20-F/A, Received: 12/06/2011 16:37:20)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

AMENDMENT NO. 1

¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended December 31, 2010

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report______________

For the transition period from __________ to ___________

Commission file number 001-34477

AUTOCHINA INTERNATIONAL LIMITED

(Exact name of the Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

No.322, Zhongshan East Road

Shijiazhuang, Hebei

People’s Republic of China

Tel: +86 311 8382 7688

Fax: +86 311 8381 9636

(Address of principal executive offices)

Yong Hui Li

No.322, Zhongshan East Road

Shijiazhuang, Hebei

People’s Republic of China

Tel: +86 311 8382 7688

Fax: +86 311 8381 9636

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of each exchange on which registered
Ordinary Shares, par value $0.001 per share		NASDAQ

Securities registered or to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the Issuer’s classes of capital or ordinary shares as of the close of the period covered by the annual report: 19,615,766 ordinary shares, par value $0.001 per share, as of December 31, 2010.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. o Yes x No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

o Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.

o Large Accelerated filer

Accelerated filer

o Non-accelerated filer

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

x US GAAP	o International Financial	o Other
	Reporting Standards as issued by
	the International Accounting
	Standards Board

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17 o Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes x No

Explanatory Note

This Annual Report on Form 20-F/A ("Form 20-F/A") is being filed as Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2010 ("Form 20-F") of AutoChina International Limited (the “Company,” “AutoChina,” “we,” “us,” or “our”), which was originally filed with the Securities and Exchange Commission (the "SEC") on November 30, 2011. We are filing this amendment to (a) include a letter from PricewaterhouseCoopers Zhong Tian CPAs Limited Company, dated December 2, 2011 as an exhibit to the Form 20-F, (b) refile the consent of Marcum Bernstein & Pinchuk LLP (“Marcum”), which consent has been amended to reference the material weakness identified in Marcum’s report on the effectiveness of internal control over financial reporting included in the Form 20-F, and (c) remove certain duplicate references to exhibits previously included in the index of exhibits and file certain additional summary translations of exhibits listed on the exhibit index. Accordingly, the Form 20-F/A amends and restates Part II. Item 19. Exhibits of the Form 20-F.

Table of Contents

		Page
PART III
ITEM 19.	EXHIBITS	1

PART III

ITEM 19. EXHIBITS

Exhibit No.		Description

1.1		Certificate of Incorporation(1)
1.2		Second Amended and Restated Memorandum and Articles of Association(2)
2.1		Specimen Ordinary Share Certificate(1)
4.1		Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and James Cheng-Jee Sha (1)
4.2		Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and William Tsu-Cheng Yu (1)
4.3		Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and Diana Chia-Huei Liu (1)
4.4		Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and Jimmy (Jim) Yee-Ming Wu (1)
4.5		Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and Gary Han Ming Chang (1)
4.6		Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company and the Registrant (1)
4.7		Form of Share Escrow Agreement between the Registrant, American Stock Transfer & Trust Company and the Founding Shareholders (1)
4.8		Form of Letter Agreement between Live ABC Interactive Co., Ltd. Beijing and Registrant regarding administrative support (1)
4.9		Promissory Note, dated as of October 24, 2007, issued to James Sha (1)
4.10		Promissory Note, dated as of October 24, 2007, issued to Diana Liu (1)
4.11		Promissory Note, dated as of October 24, 2007, issued to William Yu (1)
4.12		Share Exchange Agreement (3)
4.13		Form of Indemnification Agreement (4)
4.14		Form of Registration Rights Agreement among the Registrant and the Founding Shareholders (1)
4.15		Form of Placement Warrant Purchase Agreement among the Registrant and the Founding Shareholders (1)
4.16		List of Guarantee Agreements entered into by Hua An Investment (5)
4.17		Form of AutoChina International Limited 2009 Equity Incentive Plan (6)
4.18		Executive Employment Agreement between the Registrant and Yong Hui Li, dated April 9, 2009 (7)
4.19		Executive Employment Agreement between the Registrant and Johnson Lau, dated April 9, 2009 (7)
4.20		Executive Employment Agreement between the Registrant and Wei Xing, dated April 9, 2009 (7)
4.21		Executive Employment Agreement between the Registrant and Chen Lei, dated April 9, 2009 (7)
4.22		Executive Employment Agreement between the Registrant and Jason Wang, dated July 16, 2009 (8)
4.23		Business Operation Agreement between Hebei Hua An Investment Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.24		Equity Pledge Agreement between Hebei Hua An Investment Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.25		Option Agreement between Hebei Hua An Investment Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.26		Services Agreement between Hebei Hua An Investment Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.27		Voting Attorney Agreement between Hebei Hua An Investment Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.28		Business Operation Agreement between Hebei Hui Yin Investment Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.29		Equity Pledge Agreement between Hebei Hui Yin Investment Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.30		Option Agreement between Hebei Hui Yin Investment Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.31		Services Agreement between Hebei Hui Yin Investment Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)

4.32		Voting Attorney Agreement between Hebei Hui Yin Investment Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.33		Business Operation Agreement between Hebei Shijie Kaiyuan Auto Trade Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.34		Equity Pledge Agreement between Hebei Shijie Kaiyuan Auto Trade Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.35		Option Agreement between Hebei Shijie Kaiyuan Auto Trade Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.36		Services Agreement between Hebei Shijie Kaiyuan Auto Trade Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.37		Voting Attorney Agreement between Hebei Shijie Kaiyuan Auto Trade Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.38		Business Operation Agreement between Hebei Shijie Kaiyuan Logistics Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.39		Equity Pledge Agreement between Hebei Shijie Kaiyuan Logistics Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.40		Option Agreement between Hebei Shijie Kaiyuan Logistics Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.41		Services Agreement between Hebei Shijie Kaiyuan Logistics Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.42		Voting Attorney Agreement between Hebei Shijie Kaiyuan Logistics Co., Ltd. and Hebei Chuang Lian Trade Co., Ltd., dated November 26, 2008 (9)
4.43		Put and Call Agreement, by and between the AutoChina International Limited, AutoChina Group Inc., Hammerman Capital Partners, LP and HCP Opportunity Fund, LP, dated April 7, 2009, with respect to 106,990 shares (9)
4.44		Put and Call Agreement, by and between the AutoChina International Limited, AutoChina Group Inc., and Alder Capital Partners I, L.P., dated April 7, 2009, with respect to40,000 shares (9)
4.45		Put and Call Agreement, by and between the AutoChina International Limited, AutoChina Group Inc., and Alder Offshore Master Fund, L.P., dated April 7, 2009, with respect to 10,000 shares (9)
4.46		Escrow Agreement, by and among the Company, Hammerman Capital Partners, LP, HCP Opportunity Fund, LP, Alder Offshore Master Fund, L.P., Alder Capital Partners I, L.P., AutoChina, Honest Best and Loeb, as escrow agent, dated April 7, 2009 (9)
4.47		Put and Call Agreement, by and between the AutoChina International Limited, AutoChina Group Inc., Victory Park Special Situations Master Fund, Ltd. and Victory Park CreditOpportunities Master Fund, Ltd., dated April 8, 2009, with respect to 548,800 shares (9)
4.48		Escrow Agreement, by and among the Company, Victory Park Special Situations Master Fund, Ltd., Victory Park Credit Opportunities Master Fund, Ltd., AutoChina and Loeb, as escrow agent, dated April 8, 2009 (9)
4.49		Put and Call Agreement, by and between the AutoChina International Limited, AutoChina Group Inc., and Chun-Chi Chen, dated April 7, 2009, with respect to 156,500 shares (9)
4.50		Put and Call Agreement, by and between the AutoChina International Limited, AutoChina Group Inc., and Josephine Sha, dated April 7, 2009, with respect to 120,000 shares (9)
4.51		Put and Call Agreement, by and between the AutoChina International Limited, AutoChina Group Inc., and Shung-Chiang Tai, dated April 7, 2009, with respect to 12,500 shares (9)
4.52		Put and Call Agreement, by and between the AutoChina International Limited, AutoChina Group Inc., and Wei-Jen Lee, dated April 7, 2009, with respect to 10,000 shares (9)
4.53		Letter Agreement by and among AutoChina International Limited, Rodman & Renshaw, LLC, as Lead Placement Agent, and Chardan Capital Markets, LLC, dated March 3, 2010 (11)
4.54		Form of Securities Purchase Agreement, dated March 23, 2010 (11)
4.55		Summary of Loan Agreement, by and between Shijie Kaiyuan Auto Trade and CITIC Shijiazhuang Branch, dated July 16, 2010.
4.56		[Reserved]

4.57		Summaries of Domestic Factoring Agreements dated from July 30, 2010 to August 23, 2010 between Shijie Kaiyuan Auto Trade Co., Ltd. and ICBC Bank Hebei Branch
4.58		Summary of Lease Securitization Agreement, by and between ChuangjieTrading and Citic Trust Co., Ltd., dated October 28, 2010.
4.59		Letter Agreement, by and between AutoChina International Limited and Honest Best Int’l Ltd. dated February 16, 2011, (13)
4.60		[Reserved]
4.61		Advance Agreement dated March 29, 2011 between Fancy Think Limited and Honest Best Int’l Limited
4.62		[Reserved]
4.63		Summary of Loan Agreement dated January 30, 2011 between Shijie Kaiyuan Auto Trade Co., Ltd. and CITIC Shijiazhuang Branch*
4.64		Summary of Loan Agreement dated January 30, 2011 between Shijie Kaiyuan Auto Trade Co., Ltd. and CITIC Shijiazhuang Branch*
4.65		Summary of Loan Agreement dated March 7, 2011 between Hebei Xuhua Trading Co., Ltd. and CITIC Shijiazhuang Branch*
4.66		Summary of Loan Agreement dated June 28, 2011 between Shijie Kaiyuan Auto Trade Co., Ltd. and CITIC Shijiazhuang Branch*
4.67		Summary of Loan Agreement dated September 23, 2011 between Hebei Xuhua Trading Co., Ltd. and CITIC Shijiazhuang Branch*
4.68		Summary of Loan Agreement dated September 23, 2011 between Hebei Chuanglian Finance Leasing Co., Ltd. and CITIC Shijiazhuang Branch*
4.69		Summary of Loan Agreement dated October 8, 2011 between Shijie Kaiyuan Auto Trade Co., Ltd. and CITIC Shijiazhuang Branch*
4.70		Summary of Loan Agreement dated October 8, 2011 between Shijie Kaiyuan Auto Trade Co., Ltd. and CITIC Shijiazhuang Branch*
4.71		Summary of Maximum Pledge Contract dated July 16, 2010 between Hebei Chuangjie Trading Co., Ltd. and CITIC Shijiazhuang Branch*
4.72		Summary of Maximum Pledge Contract dated June 29, 2011 between Hebei Chuangjie Trading Co., Ltd. and CITIC Shijiazhuang Branch*
4.73		Summary of Maximum Pledge Contract dated June 28, 2011 between Hebei Chuangjie Trading Co., Ltd. and CITIC Shijiazhuang Branch*
4.74		Summary of Maximum Pledge Contract dated March 7, 2011 between Hebei Chuangjie Trading Co., Ltd. and CITIC Shijiazhuang Branch*
4.75		Summary Maximum Pledge Contract dated September 23, 2011 between Hebei Chuangjie Trading Co., Ltd. and CITIC Shijiazhuang Branch*
4.76		Summary of Maximum Mortgage Contract dated January 28, 2011 between Hebei Kaiyuan Real Estate Developing Co., Ltd. and CITIC Shijiazhuang Branch*
4.77		Summary of Comprehensive Facility Contract dated January 28, 2011 between Shijie Kaiyuan Auto Trade Co., Ltd. and CITIC Shijiazhuang Branch*
4.78		Summary of Comprehensive Facility Contract dated June 29, 2011 between Ganglian Finance Leasing Co., Ltd. and CITIC Shijiazhuang Branch*
4.79		Summary of Bankers’ Acceptance Amount Agreement dated June 29, 2011 between Ganglian Finance Leasing Co., Ltd. and CITIC Shijiazhuang Branch*
4.80		Summary of Security Agreement dated June 29, 2011 between CITIC Shijiazhuang Branch and Ganglian Finance Leasing Co., Ltd.*
4.81		Summary of Domestic Factoring Agreement dated May 25, 2011 between Shijie Kaiyuan Auto Trade Co., Ltd. and ICBC Bank Hebei Branch*
4.82		Summary of Domestic Factoring Agreement dated June 3, 2011 between Shijie Kaiyuan Auto Trade Co., Ltd. and ICBC Bank Hebei Branch*
4.83		Summary of Domestic Factoring Agreement dated June 8, 2011 between Shijie Kaiyuan Auto Trade Co., Ltd. and ICBC Bank Hebei Branch*
4.84		Summary of Domestic Factoring Agreement dated June 16, 2011 between Shijie Kaiyuan Auto Trade Co., Ltd. and ICBC Bank Hebei Branch*
4.85		Summary of Domestic Factoring Agreement dated June 14, 2011 between Shijie Kaiyuan Auto Trade Co., Ltd. and ICBC Bank Hebei Branch*

4.86		Summary of Domestic Factoring Agreement dated June 24, 2011 between Shijie Kaiyuan Auto Trade Co., Ltd. and ICBC Bank Hebei Branch*
4.87		Summary of Loan Agreements dated August 26, 2010 between Shijie Kaiyuan Auto Trade Co., Ltd. and Hua Xia Bank Shijiazhuang Branch*
4.88		Summary of Loan Agreements dated November 1, 2010 between Shijie Kaiyuan Auto Trade Co., Ltd. and Hua Xia Bank Shijiazhuang Branch*
4.89		Summary of Loan Agreement dated July 19, 2010 between Hebei Chuangjie Trading Co., Ltd. and Hebei Shengrong Kaiyuan Auto Parts Co., Ltd. *
8.1		Subsidiaries of the Registrant*
11		Code of Ethics(10)
12.1		Certification of the Chief Executive Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended
12.2		Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended
13		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1		Letter from Crowe Horwath LLP dated April 26, 2010 (12)
15.2		Consent of Crowe Horwath LLP, independent registered public accounting firm*
15.3		Consent of Marcum Bernstein & Pinchuk LLP, independent registered public accounting firm
15.4		Letter from PricewaterhouseCoopers Zhong Tian CPAs Limited Company dated December 2, 2011

*	Previously filed.
(1)	Incorporated by reference to AutoChina’s Registration Statement, filed with the SEC on Form S-1 dated February 4, 2008.
(2)	Incorporated by reference to Registration Statement on Form F-1, filed with the SEC on Form F-1 filed May 29, 2009.
(3)	Incorporated by reference to Annex C to AutoChina’s Final Proxy Statement, filed as Exhibit 99.1 to AutoChina’s Current Report on Form 6-K filed with the SEC on March 11, 2009.
(4)	Incorporated by reference to Schedule N to Annex C to AutoChina’s Final Proxy Statement, filed as Exhibit 99.1 to AutoChina’s Current Report on Form 6-K filed with the SEC on March 11, 2009.
(5)	Incorporated by reference to Schedule R to Annex C to AutoChina’s Final Proxy Statement, filed as Exhibit 99.1 to AutoChina’s Current Report on Form 6-K filed with the SEC on March 11, 2009.
(6)	Incorporated by reference to Annex E to AutoChina’s Final Proxy Statement, filed as Exhibit 99.1 to AutoChina’s Current Report on Form 6-K filed with the SEC on March 11, 2009.
(7)	Incorporated by reference to AutoChina's Report of Foreign Private Issuer on Form 6-K, filed with the SEC on May 29, 2009.
(8)	Incorporated by reference to AutoChina’s Report of Foreign Private Issuer on Form 6-K, filed with the SEC on July 21, 2009.
(9)	Incorporated by reference to AutoChina's Registration Statement on Form F-1/A, filed with the SEC on August 10, 2009.
(10)	Incorporated by reference to AutoChina’s Annual Report, filed with the SEC on Form 20-F filed June 9, 2009.
(11)	Incorporated by reference to AutoChina's Report of Foreign Private Issuer on Form 6-K, filed with the SEC on March 24, 2010.
(12)	Incorporated by reference to AutoChina's Report of Foreign Private Issuer on Form 6-K, filed with the SEC on April 26, 2010.
(13)	Incorporated by reference to AutoChina's Report of Foreign Private Issuer on Form 6-K, filed with the SEC on February 16, 2011

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	AUTOCHINA INTERNATIONAL LIMITED

December 6, 2011	By:	/s/ Yong Hui Li
		Yong Hui Li
		Chief Executive Officer

December 6, 2011	By:	/s/ Jason Wang
		Jason Wang
		Chief Financial Officer

Summary Translation

Exhibit 4.55

Loan Agreement

Contract No. ： 2010JIYINDAIZIDI1010326

Borrower ： Shijie Kaiyuan Auto Trade Co., Ltd.

Lender ： CITIC Shijiazhuang Branch

Signing Date ： July 16, 2010

Loan Amount ： RMB80,000,000

Length of maturity ： From July 19, 2010 to July 19, 2011

Use of Loan ： Working Capital

Loan Interest ： 5.31%

Date of Draft ： July 19, 2010

Withdrawal Amount ： RMB80,000,000

Payment Method ： The principal shall be fully repaid with interest at the maturity date of the loan.

Repayment Date ： July 19, 2011

Loan Guarantee ： Mortgage Pledge Guarantee

- Hebei Chuangjie Trading Co., Ltd entered into The Maximum Pledge Contract with the lender, with the contract no.2010JIYINZUIQUANZHIDI1014378.

Summary Translation

Exhibit 4.57

Domestic Factoring Agreement

Contract No. ： 04020203-2010 （ EFR ） 00005

Borrower ： Shijie Kaiyuan Auto Trade Co., Ltd.

Lender ： ICBC Bank Hebei Branch

Signing Date ： July 30, 2010

Loan Amount ： RMB84, 000,000

Length of maturity ： From August 5, 2010 to May 29, 2011

Use of Loan ： - Vehicle Purchases

Loan Interest ： 5.31%

Date of Draft ： August 5, 2010

Withdrawal Amount ： RMB84,000,000

Payment Method ： Repayments of the loan shall be in accordance with the Transfer Schedule of Accounts Receivable attached hereto.

Repayment Date ： May 29, 2011

Summary Translation

Exhibit 4.57

Domestic Factoring Agreement

Contract No. ： 04020203-2010 （ EFR ） 00009

Borrower ： Shijie Kaiyuan Auto Trade Co., Ltd.

Lender ： ICBC Bank Hebei Branch

Signing Date ： August 14, 2010

Loan Amount ： RMB45,000,000

Length of maturity ： From August 17, 2010 to June 10, 2011

Use of Loan ： - Vehicle Purchases

Loan Interest ： 5.31%

Date of Draft ： August 17, 2010

Withdrawal Amount ： RMB45,000,000

Payment Method ： Repayments of the loan shall be in accordance with the Transfer Schedule of Accounts Receivable attached hereto.

Repayment Date ： June 10, 2011

Summary Translation

Exhibit 4.57

Domestic Factoring Agreement

Contract No. ： 04020203-2010 （ EFR ） 00013

Borrower ： Shijie Kaiyuan Auto Trade Co., Ltd.

Lender ： ICBC Bank Hebei Branch

Signing Date ： August 18, 2010

Loan Amount ： RMB45,000,000

Length of maturity ： From August 18, 2010 to June 15, 2011

Use of Loan ： - Vehicle Purchases

Loan Interest ： 5.31%

Date of Draft ： August 18, 2010

Withdrawal Amount ： RMB45,000,000

Payment Method ： Repayments of the loan shall be in accordance with the Transfer Schedule of Accounts Receivable attached hereto.

Repayment Date ： June 15, 2011

Summary Translation

Exhibit 4.57

Domestic Factoring Agreement

Contract No. ： 04020203-2010 （ EFR ） 00015

Borrower ： Shijie Kaiyuan Auto Trade Co., Ltd.

Lender ： ICBC Bank Hebei Branch

Signing Date ： August 19, 2010

Loan Amount ： RMB40,000,000

Length of maturity ： From August 20, 2010 to June 17, 2011

Use of Loan ： - Vehicle Purchases

Loan Interest ： 5.31%

Date of Draft ： August 20, 2010

Withdrawal Amount ： RMB40,000,000

Payment Method ： Repayments of the loan shall be in accordance with the Transfer Schedule of Accounts Receivable attached hereto.

Repayment Date ： June 17, 2011

Summary Translation

Exhibit 4.57

Domestic Factoring Agreement

Contract No. ： 04020203-2010 （ EFR ） 00017

Borrower ： Shijie Kaiyuan Auto Trade Co., Ltd.

Lender ： ICBC Bank Hebei Branch

Signing Date ： August 23, 2010

Loan Amount ： RMB36,000,000

Length of maturity ： From August 23, 2010 to June 19, 2011

Use of Loan ： - Vehicle Purchases

Loan Interest ： 5.31%

Date of Draft ： August 23, 2010

Withdrawal Amount ： RMB36,000,000

Payment Method ： Repayments of the loan shall be in accordance with the Transfer Schedule of Accounts Receivable attached hereto.

Repayment Date ： June 19, 2011

Summary Translation

Exhibit 4.58

Lease Securitization Agreement:

Beneficial Right Transfer through Auto-Leasing Trust Project

Cooperation Agreement

Contract No. ： P2010R14AHBCJ0001T-TR0001

Trustee ： CITIC Trust Co., Ltd.

Trustor/General Beneficiary ： Hebei Chuangjie Trading Co., Ltd.

Signing Date ： October 28, 2010

Purpose: This agreement is hereby entered to state the details of the establishment, sales and operation of the trust products as the Trustor’s beneficial right through auto-lease financing.

Net Amount provided to the Trustor per Issuance ： RMB30 million to RMB60 million per month/issuance.

Agreement period ： 36 months, and expected to commence in November 2010

Term of Beneficial Right: Each trust issuance has a one-year term.

Financing Cost: : 9% per annum of the principal payment for transfer of Priority Beneficial Right, adjustable in connection with the base rate of one-year loans established by the People’s Bank of China.

Payment Method ： The principal (original cost of each trust fund) shall be fully repaid with interest (return of investment) at the maturity date of each trust fund.

Guarantee: The Beneficiary will pay a deposit of no less than RMB50 million as payment security for the trust project.

Advance Agreement

Party A: Honest Best Int’1 Ltd.

Party B: Fancy Think Limited

The Advance Agreement is signed on March 29, 2011 by both parties, to record the following advance transactions:

- On the date of the advance agreement, Party A (Honest Best Int’1 Ltd.) agreed to advance a short-term loan amounted to US$61,570,000 to Party B (Fancy Think Limited).

- The loan charges interest at 3.95% per annum, unsecured and repayable on Party A’s demand.

Party A: Honest Best Int’1 Ltd.

Authorised Signature:
	Sole Director

Party B: Fancy Think Limited

Authorised Signature:
	Director

Date: March 29, 2011

Exhibit 12.1

Certification

Pursuant to Rule 13a-14(a) of the Exchange Act

I, Yong Hui Li, certify that:

1.	I have reviewed this annual report on Form 20-F, as amended, of AutoChina International Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and we have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent function):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: December 6, 2011

	By:	/s/ Yong Hui Li
		Yong Hui Li
		Chief Executive Officer and Chairman
		(Principal Executive Officer)

Exhibit 12.2

Certification

Pursuant to Rule 13a-14(a) of the Exchange Act

I, Jason Wang, certify that:

1.	I have reviewed this annual report on Form 20-F, as amended, of AutoChina International Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent function):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: December 6, 2011

	By:	/s/ Jason Wang
		Jason Wang
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 13

Certification

Pursuant to 18 U.S.C. Section 1350

Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of AutoChina International Limited (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Annual Report on Form 20-F, as amended, for the year ended December 31, 2010 of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 6, 2011

	By:	/s/ Yong Hui Li
		Yong Hui Li
		Chief Executive Officer and Chairman
		(Principal Executive Officer)

Date: December 6, 2011

	By:	/s/ Jason Wang
		Jason Wang
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the incorporation by reference in the Registration Statement of AutoChina International Limited on Post-effective amendment No. 1 to Form F-3 (File No. 333-164628) of our report dated November 30, 2011, with respect to our audit of the consolidated financial statements of AutoChina International Limited and Subsidiaries as of December 31, 2010 and for the year then ended and our report dated November 30, 2011 with respect to our audit of the effectiveness of internal control over financial reporting of AutoChina International Limited and Subsidiaries as of December 31, 2010, which report on the effectiveness of internal control over financial reporting expressed an adverse opinion because of the existence of a material weakness, which reports are included in this Annual Report on Form 20-F of AutoChina International Limited for the year ended December 31, 2010.

/s/ Marcum Bernstein & Pinchuk LLP

Marcum Bernstein & Pinchuk llp

New York, New York

December 6, 2011

NEW YORK OFFICE • 7 Penn Plaza • Suite 830 • New York, New York 10001 • Phone 646.442.4845 • Fax 646.349.5200 • marcumbp.com

2 December 2011

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-7561

Commissioners:

We have have read the statements made by AutoChina International Limited (the "Company") (copy attached), which was filed with the Securities and Exchange Commission (the "SEC"), pursuant to Item 16F of Form 20-F, as part of the Form 20-F of the Company dated 30 November 2011. We agree with the statements concerning our Firm in the third paragraph and eighth through seventeenth paragraphs under Item 16F of such Form 20-F, except as follows:

With respect to the transactions that were internally investigated by the Company's Audit Committee, as described under "A. Related Party Transactions in 2011" in the fourteenth paragraph under Item 16F of such Form 20-F, we also make no comment on the Company's disclosures as to the Audit Committee's conclusions or beliefs related to the sufficiency of their investigation of this matter.

With respect to the "loan from one officer to another for the purpose of purchasing Company stock" that is referred to under "B. Disclosure of Transactions in the Company's Stock by Affiliates" in the fifteenth paragraph under Item 16F of such Form 20-F, we make no comment on the Company's disclosures as to the Audit Committee's conclusions or beliefs related to the sufficiency of their investigation or related disclosures of this matter.

With respect to the various suggested procedures that are referred to under "C. Potential Undisclosed Related Party Transactions" in the sixteenth paragraph under Item 16F of such Form 20-F, we make no comment on the Company's disclosures as to the Audit Committee's conclusions or beliefs related to the sufficiency of their investigation of this matter.

Also, with respect to the accounting treatment of the earn-out provision (the "Earn-out") of the share exchange agreement in respect of the acquisition of ACG in April 2009, which we discussed with the Company as mentioned in the twelfth paragraph under Item 16F of such Form 20-F, there was a disagreement between the Company and us relating to this matter that would have led to reference thereto in our report if such matter had not been resolved to our satisfaction, as described below:

In the Company's financial statements for the year ended December 31, 2009, which we did not audit, the Earn-out shares that had been issued were recorded as an adjustment to the par value of ordinary shares and additional paid-in capital and were included in the calculation of earnings per share from the date of issuance. Based on our internal discussions and as a result of the possible application of ASC 815-40-15 (pre-codification reference EITF 07-5), we had come to believe that the contingent share arrangement (i.e., the Earn-out) could also be viewed as a freestanding financial instrument, separable from the shares held by shareholders who received the Company's shares in connection with the acquisition of ACG, which may require it to be evaluated under the provisions of FASB ASC 815. We believed an interpretation of US GAAP could consider that the contingent shares meet the definition of a freestanding financial instrument, and in that case the shares would not be considered indexed to the Company's own stock, and would consequently be accounted for as a derivative liability. However, in light of the limited US GAAP literature on the accounting for contingent shares issued in a reverse recapitalization transaction, the historical correspondence between the Company and the SEC during the Company's registration process in 2009, and the practices employed by other registrants for seemingly similar transactions during the past several years, of which we were unaware of any that disclosed a financial liability accounting model, we believed that it was appropriate to seek the views of the Office of the Chief Accountant of the SEC (the "OCA") on this matter. The Company took the position that its accounting treatment of the Earn-out was appropriate and, as mentioned in the twelfth paragraph, sought guidance from OCA. The SEC staff responded that the Earn-out should be treated as a derivative financial instrument, necessitating restatement of the Company's prior year financial statements.

Further, we make no comment on (i) the first paragraph, second paragraph and fourth through seventh paragraphs under Item 16F of such Form 20-F, (ii) the statements under "Operating and Financial Review and Prospects — Restatement of Consolidated Financial Statements", which is cross-referenced in the twelfth paragraph of Item 16F of such Form 20-F, (iii) the eighteenth paragraph of Item 16F of such Form 20-F insofar as it relates to the authorization the Company gave Crowe Horwath LLP, and (iv) whether the Audit Committee approved the dismissal of PwC as noted in the eighth paragraph of Item 16F of such Form 20-F.

Very truly yours,

/s/ PricewaterhouseCoopers Zhong Tian CPAs Limited Company

PricewaterhouseCoopers Zhong Tian CPAs Limited Company