EX-99.1 2 v142470_ex99-1.htm

SPRING CREEK ACQUISITION CORP.

10F, ROOM #1005, FORTUNE INT’L BUILDING

NO. 17, NORTH DALIUSHU ROAD

HAIDIAN DISTRICT, BEIJING 100081

PEOPLE’S REPUBLIC OF CHINA

TO THE SHAREHOLDERS OF

SPRING CREEK ACQUISITION CORP.:

You are cordially invited to attend an extraordinary general meeting of shareholders of Spring Creek Acquisition Corp. (“Spring Creek”) to be held on March 26, 2009. At the meeting, you will be asked to consider proposals to approve the acquisition by Spring Creek of all of the outstanding securities of AutoChina Group Inc., referred to in this proxy statement as AutoChina, resulting in AutoChina becoming a wholly owned subsidiary of Spring Creek. AutoChina is a leading one-stop commercial vehicle financing and consumer automobile sales company in China. Founded in 2005 by Chairman and CEO, Yong Hui Li, AutoChina operates in two primary business segments: commercial vehicle financing and sales of branded automobiles through its nationally recognized dealer network.

The extraordinary general meeting will be held at 12:00 noon, local time, on March 26, 2009, at the offices of Spring Creek’s counsel, Loeb & Loeb LLP, 345 Park Ave., New York, NY 10154. At this important meeting, you will be asked to consider and vote upon the following:

The proposed acquisition by Spring Creek of all of the outstanding securities of AutoChina, resulting in AutoChina becoming a wholly owned subsidiary of Spring Creek and the transactions contemplated by the share exchange agreement, dated as of February 4, 2009 by and among Yong Hui Li, Yan Wang, Honest Best Int’l Ltd., AutoChina, Fancy Think Limited, Hebei Chuanglian Trade Co., Ltd., Hebei Kaiyuan Real Estate Development Co., Ltd., Hebei Huiyin Investment Co., Ltd., Hebei Hua An Investment Co., Ltd., Hebei Tianmei Insurance Agency Co., Ltd., Hebei Shijie Kaiyuan Logistics Co., Ltd., Hebei Shijie Kaiyuan Auto Trade Co., Ltd., Shanxi Chuanglian Auto Trade Co., Ltd., and Spring Creek. This agreement is referred to as the share exchange agreement and the acquisition of all of the outstanding shares of AutoChina pursuant to the share exchange agreement as the acquisition. This proposal is referred to as the acquisition proposal;

To elect three (3) directors to the Board of Directors of Spring Creek each to serve until his or her term has expired and until his or her successor is duly elected and qualified;

The adoption of the AutoChina International Limited 2009 Equity Incentive Plan, or the “incentive plan,” which provides for the grant of the right to purchase up to 1,675,000 ordinary shares of Spring Creek, representing up to approximately 10% of Spring Creek’s share capital upon the completion of the acquisition, plus the shares issuable pursuant to the incentive plan, to directors, officers, employees and/or consultants of Spring Creek and its subsidiaries;

Amending Spring Creek’s Amended and Restated Memorandum and Articles of Association and passing the required resolution to change Spring Creek’s corporate name to AutoChina International Limited as a special resolution;

Amending Spring Creek’s Amended and Restated Memorandum and Articles of Association as described in this proxy statement as a special resolution; and

The approval of any adjournment or postponement of the extraordinary general meeting for the purpose of soliciting additional proxies.

Pursuant to Spring Creek’s Amended and Restated Memorandum and Articles of Association, Spring Creek is required to obtain shareholder approval of the acquisition. Spring Creek’s initial shareholders have agreed to vote the 1,293,750 ordinary shares of Spring Creek (which includes 1,254,938 shares owned by Spring Creek’s current officers and directors) owned by them prior to Spring Creek’s initial public offering in accordance with the majority of the votes cast by holders of shares sold in Spring Creek’s initial public offering. The initial shareholders have agreed not to demand redemption rights with respect to any ordinary shares owned by them, directly or indirectly, whether included in their initial shares or purchased by them in Spring Creek’s initial public offering or in the aftermarket (nor will they seek appraisal rights with respect to such shares if appraisal rights would be available to them).

In addition, each shareholder (other than Spring Creek’s initial shareholders) who votes against the acquisition has the right to concurrently demand that Spring Creek redeem his or her shares for cash equal to a pro rata portion of the trust account in which the net proceeds of Spring Creek’s initial public offering were deposited. Spring Creek will not be permitted to consummate the acquisition if holders of 2,070,000 or more of the shares purchased in Spring Creek’s initial public offering (such figure representing 40% of the shares sold in Spring Creek’s initial public offering) vote against the acquisition and demand redemption of their shares. In the event that the acquisition is not consummated, Spring Creek may continue to seek an alternative target business.

To avoid being required to liquidate, as provided in its charter, Spring Creek needs, by September 4, 2009, to consummate a business combination or enter into a letter of intent, agreement in principle or definitive agreement relating to a business combination, in which case Spring Creek would be allowed an additional twelve months to complete a business combination. Under its charter as currently in effect, if Spring Creek does not acquire at least majority control of a target business by, at latest, September 4, 2010, Spring Creek will dissolve and distribute to its public shareholders the amount in the trust account plus any remaining net assets. Following dissolution, Spring Creek would no longer exist as a corporation.

Upon the closing of the transactions contemplated in the share exchange agreement, Spring Creek will acquire 100% of the issued and outstanding shares of AutoChina in exchange for an aggregate of 8,606,250 Spring Creek ordinary shares in upfront consideration, of which 10% will be held back and placed in escrow. Upon consummation of the acquisition, Spring Creek will change its name to AutoChina International Limited.

The release of 50% of the holdback consideration is conditioned on the combined company exceeding $22.5 million EBITDA and 30% EBITDA Growth (each as defined in the share exchange agreement) for the 2009 fiscal year, and the remaining 50% of the holdback consideration will be released on the later of 20 days following delivery of the 2009 audited financial statements for the combined company and one year from the date of the closing of the transactions contemplated in the share exchange agreement, in each case less any damages claimed pursuant to the indemnification provisions of the share exchange agreement at the time of such release. In addition, pursuant to an earn-out provision in the share exchange agreement, Spring Creek has agreed to issue to AutoChina’s current shareholder between 5% and 20% of the number of ordinary shares outstanding as of December 31 of the fiscal year immediately prior to such earn-out issuance for achieving a minimum EBITDA and certain Targeted EBITDA Growth (each as defined in the share exchange agreement) in each of the next five years, through the year ended December 31, 2013.

Immediately after completion of the acquisition, if no shareholder exercises his or her redemption rights, Spring Creek’s current shareholders will own approximately 42.9% of Spring Creek’s outstanding ordinary shares (assuming no Spring Creek warrants are exercised). Spring Creek’s public shareholders alone will own approximately 34.3% of the combined company, its initial shareholders, including its officers and directors, will own approximately 8.6% of the combined company, and former AutoChina shareholders will own approximately 57.1% of the combined company. Following the acquisition, the officers and directors of Spring Creek and AutoChina combined will beneficially own approximately 65.7% of Spring Creek’s ordinary shares.

Spring Creek’s ordinary shares, warrants and units are quoted on the OTC Bulletin Board under the symbols SCRQF, SCRWF and SCRUF. AutoChina is a limited life Cayman Islands exempted company. Spring Creek expects its securities to continue to be quoted on the OTC Bulletin Board following consummation of the acquisition.

Enclosed is a notice of extraordinary general meeting and proxy statement containing detailed information concerning the acquisition, the other proposals and the meeting. Whether or not you plan to attend the extraordinary general meeting, we urge you to read this material carefully and vote your shares.

I look forward to seeing you at the meeting.

Sincerely,

James Cheng-Jee Sha

Chief Executive Officer

YOUR VOTE IS IMPORTANT. WHETHER YOU PLAN TO ATTEND THE EXTRAORDINARY GENERAL MEETING OR NOT, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS POSSIBLE.

SPRING CREEK ACQUISITION CORP.

10F, ROOM #1005, FORTUNE INT’L BUILDING

NO. 17, NORTH DALIUSHU ROAD

HAIDIAN DISTRICT, BEIJING 100081

PEOPLE’S REPUBLIC OF CHINA

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD MARCH 26, 2009

TO THE SHAREHOLDERS OF

SPRING CREEK ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Spring Creek Acquisition Corp., a Cayman Islands company, will be held at 12:00 noon, local time, on March 26, 2009, at the offices of Spring Creek’s counsel, Loeb & Loeb LLP, 345 Park Ave., New York, NY 10154 to consider and vote upon proposals to approve:

To elect three (3) directors to the Board of Directors of Spring Creek each to serve until his or her term has expired and until his or her successor is duly elected and qualified;

Amending Spring Creek’s Amended and Restated Memorandum and Articles of Association as described in this proxy statement by special resolution; and

The approval of any adjournment or postponement of the extraordinary general meeting for the purpose of soliciting additional proxies.

The Board of Directors has fixed the record date as the close of business on March 5, 2009, the date for determining Spring Creek shareholders entitled to receive notice of and vote at the extraordinary general meeting and any adjournment thereof. Only holders of record of Spring Creek ordinary shares on that date are entitled to have their votes counted at the extraordinary general meeting or any adjournment. These proxy materials are first being mailed to Spring Creek’s shareholders on or about March 12, 2009.

Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the extraordinary general meeting. If you are a shareholder of record, you may also cast your vote in person at the extraordinary general meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person at the extraordinary general meeting by obtaining a legal proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting against the acquisition proposal and will have no effect on the vote to approve the proposals to amend Spring Creek’s Amended & Restated Memorandum and Articles of Association, regarding the election of directors, the incentive plan proposal or regarding the adjournment.

Dated: March 11, 2009

By Order of the Board of Directors,

James Cheng-Jee Sha

Chief Executive Officer

TABLE OF CONTENTS

Summary of The Material Terms of The Acquisition	4

Questions and Answers About The Acquisition and The Spring Creek Extraordinary General Meeting	5

Summary	11

Risk Factors	18

Price Range of Securities and Dividends	44

The Spring Creek Extraordinary General Meeting	46

Proposal to Acquire AutoChina	50

Material United States Federal Income Tax Considerations	66

Proposal to Elect Directors	73

Proposal to Approve the 2009 Equity Incentive Plan	74

Proposal to Change Name to AutoChina International Limited	78

Proposal to Amend Spring Creek’s Amended and Restated Memorandum and Articles of Association to Remove Certain Provisions That Are No Longer Applicable to Spring Creek	79

Proposal To Adjourn Or Postpone The Extraordinary general meeting For The Purpose of Soliciting Additional Proxies	81

Information About AutoChina	82

AutoChina Management’s Discussion and Analysis of Financial Condition And Results of Operations	97

Information About Spring Creek	105

Spring Creek Management’s Discussion And Analysis or Plan of Operations	108

Unaudited Pro Forma Condensed Combined Financial Statements	111

Directors and Management	118

Certain Relationships and Related Transactions	123

Beneficial Ownership of Securities	128

Shares Eligible For Future Sale	130

Spring Creek’s Securities	132

Shareholder Proposals	137

Delivery of Documents to Shareholders	137

Where You Can Find More Information	137

Index To Financial Statements	1

Annexes

A	-	Fairness opinion of Houlihan Smith & Company Inc.

B	-	Second Amended and Restated Memorandum and Articles of Association for Spring Creek

C	-	Share Exchange Agreement

D	-	Form of Amendment 1 to the Share Exchange Agreement

E	-	Incentive Plan

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, security holders 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 19, 2009.

SUMMARY OF THE MATERIAL TERMS OF THE ACQUISITION

This Proxy relates to the acquisition by Spring Creek of all of the outstanding securities of AutoChina, referred to in this proxy statement as AutoChina, resulting in AutoChina becoming a wholly owned subsidiary of Spring Creek. The most material terms of the acquisition are as follows:

Spring Creek is a blank check company formed for the purpose of acquiring a business in Greater China which includes Hong Kong, Macau and Taiwan. AutoChina is a leading one-stop commercial vehicle financing and consumer automobile sales company in China. Founded in 2005 by Chairman and CEO, Yong Hui Li, AutoChina operates in two primary business segments: commercial vehicle financing and sales of branded automobiles through its nationally recognized dealer network. See the sections entitled “Information about Spring Creek” and “Information about AutoChina.”

Spring Creek will acquire all the outstanding equity securities of AutoChina.

The consummation of the transaction is subject to certain conditions including the approval of the transaction by Spring Creek’s shareholders and holders of fewer than 2,070,000 of Spring Creek’s public shares exercising certain redemption rights they possess. See the sections entitled “The Spring Creek Extraordinary General Meeting” and “Proposal to Acquire AutoChina.”

Pursuant to the share exchange agreement, on the closing date Spring Creek will have paid aggregate consideration of approximately $68,850,000 (based upon an agreed upon a share price of $8.00 per share), subject to adjustment, consisting of 8,606,250 shares of Spring Creek’s ordinary shares payable to the existing holders of AutoChina’s securities, 10% of which will be placed in an escrow account on the closing date.

Pursuant to an earn-out provision in the share exchange agreement, Spring Creek has agreed to issue to AutoChina’s current shareholder between 5% and 20% of the number of ordinary shares outstanding as of December 31 of the fiscal year immediately prior to such earn-out issuance for achieving a certain minimum EBITDA and certain Targeted EBITDA Growth (each as defined in the share exchange agreement) in each of the next five years, through the year ended December 31, 2013.

It is a requirement that any business acquired by Spring Creek have a fair market value equal to at least 80% of its net assets at the time of acquisition. Based on the financial analysis of Houlihan Smith & Company Inc., or Houlihan Smith, used to approve the transaction, Spring Creek’s Board of Directors determined that this requirement was met and exceeded. See the section entitled “Proposal to Acquire AutoChina—Satisfaction of 80% Test.”

All current Spring Creek shareholders together will own approximately 42.9% of the post-acquisition company, a reduction in percentage ownership of 57.1%. Current holders of Spring Creek’s publicly traded ordinary shares will own approximately 34.3%, a reduction in their percentage ownership of approximately 45.7%.

In addition, at the closing of the transaction, Spring Creek and the former AutoChina security holders who will own shares of Spring Creek’s ordinary shares will enter into a Share Escrow Agreement, Indemnification Agreement, Registration Rights Agreement and Voting Agreement.

QUESTIONS AND ANSWERS ABOUT THE ACQUISITION

AND THE SPRING CREEK EXTRAORDINARY GENERAL MEETING

These questions and answers are only summaries of the matters they discuss. Please read this entire proxy statement.

Q.	What is being voted on?	A.	You are being asked to vote on six proposals:

		·	The proposed acquisition by Spring Creek of all of the outstanding securities of AutoChina, resulting in AutoChina becoming a wholly owned subsidiary of Spring Creek and the transactions contemplated by the share exchange agreement, dated as of February 4, 2009 by and among Yong Hui Li, Yan Wang, Honest Best Int’l Ltd., AutoChina, Fancy Think Limited, Hebei Chuanglian Trade Co., Ltd., Hebei Kaiyuan Real Estate Development Co., Ltd., Hebei Huiyin Investment Co., Ltd., Hebei Hua An Investment Co., Ltd., Hebei Tianmei Insurance Agency Co., Ltd., Hebei Shijie Kaiyuan Logistics Co., Ltd., Hebei Shijie Kaiyuan Auto Trade Co., Ltd., Shanxi Chuanglian Auto Trade Co., Ltd., and Spring Creek. This agreement is referred to as the share exchange agreement and the acquisition of all of the outstanding shares of AutoChina pursuant to the share exchange agreement as the acquisition;

		·	To elect three (3) directors to the Board of Directors of Spring Creek each to serve until his or her term has expired and until his or her successor is duly elected and qualified;

		·	The adoption of the AutoChina International Limited 2009 Equity Incentive Plan, or the “incentive plan,” which provides for the grant of the right to purchase up to 1,675,000 ordinary shares of Spring Creek, representing up to approximately 10% of Spring Creek’s share capital upon the completion of the acquisition, plus the shares issuable pursuant to the incentive plan, to directors, officers, employees and/or consultants of Spring Creek and its subsidiaries;

		·	Amending Spring Creek’s Amended and Restated Memorandum and Articles of Association to change Spring Creek’s corporate name to AutoChina International Limited;

		·	Amending Spring Creek’s Amended and Restated Memorandum and Articles of Association as described in this proxy statement; and

		·	The approval of any adjournment or postponement of the extraordinary general meeting for the purpose of soliciting additional proxies.

		Pursuant to Spring Creek’s Amended and Restated Memorandum and Articles of Association, Spring Creek is required to obtain shareholder approval of the acquisition of AutoChina.

Q.	Why is Spring Creek proposing to elect three (3) directors to its Board of Directors?	A. Spring Creek is proposing to elect three (3) members to its Board of Directors in connection with the acquisition as provided in Amendment 1 to the share exchange agreement.

Q	Why is Spring Creek proposing the AutoChina International Limited 2009 Equity Incentive Plan?	A. Spring Creek is proposing to implement the incentive plan in order to be able to incentivize its employees with equity in Spring Creek.

Q	Why is Spring Creek proposing to amend its Amended and Restated Memorandum and Articles of Association?	A. Spring Creek is proposing to amend its Amended and Restated Memorandum and Articles of Association at the time of the acquisition to change Spring Creek’s corporate name to AutoChina International Limited and to revise the Amended and Restated Memorandum and Articles of Association as specified on page 79. Both changes will reflect that Spring Creek would then be an operating company.

Q.	Why is Spring Creek proposing to approve any adjournment or postponement of the extraordinary general meeting?	A. Spring Creek is proposing to approve any adjournment or postponement of the extraordinary general meeting so that it may delay the meeting in the event that it appears that the other proposals to be presented at the meeting will not be approved. This will provide Spring Creek’s management and proxy solicitor more time to solicit shareholders to vote or change their votes.

Q.	Are any proposals conditioned on the approval of the other proposals?	A. The proposals relating to the amendment of Spring Creek’s Amended and Restated Memorandum and Articles of Association, the incentive plan and election of directors will not be effected, even if approved, if the proposal relating to the acquisition of AutoChina is not approved. No other proposal is conditioned on the approval of any other proposal.

Q.	How do the Spring Creek insiders intend to vote their shares?	A. Spring Creek’s initial shareholders have agreed to vote the 1,293,750 ordinary shares of Spring Creek (which includes 1,254,938 shares owned by Spring Creek’s current officers and directors and their affiliates) owned by them prior to Spring Creek’s initial public offering in accordance with the majority of the votes cast by holders of shares sold in Spring Creek’s initial public offering. The initial shareholders have agreed not to demand redemption rights with respect to any ordinary shares owned by them, directly or indirectly, whether included in their initial shares or purchased by them in Spring Creek’s initial public offering or in the aftermarket (nor will they seek appraisal rights with respect to such shares if appraisal rights would be available to them).

Q.	What vote is required to approve the acquisition?	A. Under Spring Creek’s Amended and Restated Memorandum and Articles of Association, approval of the acquisition requires the affirmative vote of the holders of a majority of the outstanding ordinary shares. If the holders of 2,070,000 or more shares purchased in Spring Creek’s initial public offering (public shareholders owning 40% or more of the ordinary shares sold in Spring Creek’s initial public offering) vote against the acquisition and demand that Spring Creek redeem their shares into pro rata portions of the trust account established at the time of the initial public offering (as described below), Spring Creek will not be permitted to consummate the acquisition pursuant to its Amended and Restated Memorandum and Articles of Association.

		As noted above, all of Spring Creek’s founding shareholders, including all of its officers and directors, have agreed to vote their respective 1,293,750 initial shares in accordance with the majority of the ordinary shares voted by the public shareholders. As a result, if a majority of the ordinary shares voted by the public shareholders are voted in favor of the proposed acquisition of AutoChina, Spring Creek’s founding shareholders, including all of its officers and directors, will vote all of their 1,293,750 initial shares in favor of such proposed acquisition. This voting arrangement does not apply to shares included in shares purchased in Spring Creek’s initial public offering or purchased following Spring Creek’s initial public offering in the aftermarket by any of Spring Creek’s founding shareholders, officers and directors. Accordingly, they may vote those shares on a business combination any way they choose. Spring Creek’s founding shareholders have agreed not to demand redemption rights with respect to any ordinary shares owned by them, directly or indirectly, whether included in their initial shares or purchased by them in Spring Creek’s initial public offering or in the aftermarket (nor will they seek appraisal rights with respect to such shares if appraisal rights would be available to them).

Q.	What vote is required to adopt the amendments to the Amended and Restated Memorandum and Articles of Association and to change Spring Creek’s name?	A. Approval of the amendments to the Amended and Restated Memorandum and Articles of Association will require the affirmative vote of the holders of two-thirds of the outstanding ordinary shares cast by the shareholders at the extraordinary general meeting, provided that there is a quorum. However, proposals relating to the amendment of Spring Creek’s Amended and Restated Memorandum and Articles of Association, the incentive plan and election of directors amendments to Spring Creek’s Amended and Restated Memorandum and Articles of Association will not be effected, even if approved by shareholders in such manner, unless the acquisition proposal with AutoChina is also approved and holders of less than 40% of the ordinary shares sold in Spring Creek’s initial public offering vote against the acquisition proposal and exercise their redemption rights.

Q	What vote is required to adopt the incentive plan?	A. Adoption of the incentive plan will require the affirmative vote of the holders of a majority of the outstanding ordinary shares cast by the shareholders at the extraordinary general meeting, provided that there is a quorum. However, the incentive plan will not be adopted, even if approved by shareholders in such manner, unless the acquisition proposal with AutoChina is also approved and holders of less than 40% of the ordinary shares sold in Spring Creek’s initial public offering vote against the acquisition proposal and exercise their redemption rights.

Q	What vote is required to elect the directors?	A. The election of each director will require the affirmative vote of the holders of a majority of the outstanding ordinary shares cast by the shareholders at the extraordinary general meeting, provided that there is a quorum. However, the new directors will not be appointed and qualified as directors, even if approved by shareholders in such manner, unless the acquisition proposal with AutoChina is also approved and holders of less than 40% of the ordinary shares sold in Spring Creek’s initial public offering vote against the acquisition proposal and exercise their redemption rights.

Q	Who will manage Spring Creek and AutoChina?	A. Following the acquisition, many of the current members of the management of AutoChina will remain in place with some of Spring Creek’s current management team remaining on Spring Creek’s Board of Directors.

Q.	How much of Spring Creek will its current shareholders own following the acquisition?	A. Based on the consideration to be paid to the shareholders of AutoChina, if no Spring Creek shareholders demand to redeem their shares into a pro rata portion of the IPO trust account, Spring Creek’s pre-acquisition holders of ordinary shares will own in the aggregate approximately 42.9% (holders of shares purchased in Spring Creek’s initial public offering will own approximately 34.3%) of Spring Creek’s post-acquisition ordinary shares.


Q.	How much dilution will Spring Creek shareholders experience?	A. There are 6,468,750 Spring Creek ordinary shares currently outstanding, 5,175,000 (80%) of which are trading publicly. Up to 8,606,250 shares will be issued for the acquisition of AutoChina. Therefore, all current Spring Creek shareholders together will own approximately 42.9% of the post-acquisition company, a reduction in percentage ownership of 57.1%. Current holders of Spring Creek’s publicly traded ordinary shares will own approximately 34.3%, a reduction in their percentage ownership of approximately 45.7%. In addition, pursuant to an earn-out provision in the share exchange agreement, Spring Creek has agreed to issue to AutoChina’s current shareholder between 5% and 20% of the number of ordinary shares outstanding as of December 31 of the fiscal year immediately prior to such earn-out issuance for achieving a certain minimum EBITDA and certain Targeted EBITDA Growth (each as defined in the share exchange agreement) in each of the next five years, through the year ended December 31, 2013.

Q.	Do Spring Creek shareholders have redemption rights?	A. If you hold ordinary shares purchased in Spring Creek’s initial public offering and you vote against the acquisition, you will have the right to demand that Spring Creek redeem your shares into a pro rata portion of the trust account.

Q	If I have redemption rights, how do I exercise them?	A. If you wish to exercise your redemption rights, you must vote against the acquisition and at the same time demand that Spring Creek redeem your shares for cash. If, notwithstanding your vote, the acquisition is completed, you will be entitled to receive a pro rata portion of the trust account, including any interest earned thereon until two business days prior to the consummation of the transaction (net of taxes payable and up to $1,050,000 of interest earned on the trust account that has been released to Spring Creek to fund its working capital and repay management loans). At the time of the consummation of the acquisition, Spring Creek anticipates that the amount in trust will be approximately $40,671,000. Based on that number, a person exercising his or her redemption rights would be entitled to receive approximately $7.86 per share. You will be entitled to receive this cash only if you continue to hold your shares through the closing of the acquisition and tender your share certificate(s) per the instructions included on the proxy card. In connection with tendering your shares for conversion, you must elect either to physically tender your stock certificates to the Company's transfer agent prior to the special meeting or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to the special meeting ensures that a converting holder’s election to convert is irrevocable once the proposal is approved. Upon redemption of your shares, you will no longer own them. You must follow the instructions on the proxy card and send your share certificate(s) with your proxy card in order to exercise your redemption rights.

Q.	Do Spring Creek shareholders have dissenter or appraisal rights under Cayman Islands law?	A. No.

Q.	What happens following the acquisition to the funds deposited in the trust account?	A. Spring Creek shareholders exercising redemption rights will receive their pro rata portions of the trust account. The balance of the funds in the account will be retained by Spring Creek for operating capital subsequent to the closing of the acquisition.

Q.	What happens if the acquisition is not consummated?	A. If Spring Creek does not acquire AutoChina pursuant to the acquisition, Spring Creek will seek an alternative business combination. As provided in its charter, Spring Creek is required, by September 4, 2009, to consummate a business combination or enter into a letter of intent, agreement in principle or definitive agreement, in which case Spring Creek would be allowed an additional twelve months to complete the transactions contemplated by such agreement. Under its Amended and Restated Memorandum and Articles of Association as currently in effect, if Spring Creek does not acquire at least majority control of a target business by at latest September 4, 2010, Spring Creek will dissolve and distribute to its public shareholders the amount in the trust account plus any remaining net assets. In any liquidation, the funds then held in the trust account, plus any interest earned thereon (net of taxes payable and up to $1,050,000 of interest earned on the trust account that has been released to Spring Creek to fund its working capital and repay management loans), together with any remaining out-of-trust net assets, will be distributed pro rata to Spring Creek’s ordinary shareholders who hold shares issued in Spring Creek’s initial public offering (other than the initial shareholders, each of whom has waived any right to any liquidation distribution with respect to them). See the risk factor on page 33 of this proxy statement relating to risks associated with the dissolution of Spring Creek.

Q.	When do you expect the acquisition to be completed?	A. If the acquisition is approved at the extraordinary general meeting, Spring Creek expects to consummate the acquisition promptly thereafter.

Q.	If I am not going to attend the extraordinary general meeting in person, should I return my proxy card instead?	A. Yes. After carefully reading and considering the information in this document, please fill out and sign your proxy card. Then return it in the return envelope as soon as possible, so that your shares may be represented at the extraordinary general meeting. A properly executed proxy will be counted for the purpose of determining the existence of a quorum.

Q.	What will happen if I abstain from voting or fail to vote?	A. Abstaining from voting or not voting on the acquisition proposal (including broker non-votes), either in person or by proxy or voting instruction, will have the same effect as a vote against such proposal since the vote to approve the acquisition proposal requires affirmative votes of holders of a majority of Spring Creek’s outstanding ordinary shares. Abstaining from voting or not voting on the proposals to amend Spring Creek’s Amended and Restated Memorandum and Articles of Association, the election of directors, the adjournment and the incentive plan proposal (including broker non-votes), either in person or by proxy or voting instruction, will have no effect on the vote to approve each such proposal since the vote to approve each of these proposals requires affirmative vote of the holders of a majority or two-thirds of the outstanding ordinary shares cast by the shareholders at the extraordinary general meeting, provided that there is a quorum. An abstention will not count toward the 40% “against and redeeming” vote that would result in the acquisition’s abandonment, and you would be unable to exercise any redemption rights upon approval of the acquisition. If the proposal relating to the acquisition is not approved, Spring Creek’s Board of Directors will not go forward with the acquisition of AutoChina, the amendments to Spring Creek’s Amended and Restated Memorandum and Articles of Association, adoption of the incentive plan and election of directors. To demand redemption, you must vote against the acquisition and elect to redeem your shares.

Q.	How do I change my vote?	A. Send a later-dated, signed proxy card to Spring Creek’s secretary prior to the date of the extraordinary general meeting or attend the extraordinary general meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to James Cheng-Jee Sha, Spring Creek Acquisition Corp., 10F, Room #1005, Fortune Int’l Building, No. 17, North Daliushu Road, Haidian District, Beijing 100081, People’s Republic Of China.

Q.	If my shares are held in “street name,” will my broker automatically vote them for me?	A. No. Your broker can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions.

Q.	Who can help answer my questions?	A. If you have questions, you may write or call Spring Creek’s proxy solicitor Advantage Proxy, 24925 13th Place South, Des Moines, Washington 98198, 206-870-8565, Attention: Karen Smith.

Q.	Where will the extraordinary general meeting be held?	A. The meeting will be held at the offices of Spring Creek’s counsel, Loeb & Loeb LLP, 345 Park Ave., New York, NY 10154.

SUMMARY

This section summarizes information related to the proposals to be voted on at the extraordinary general meeting and to the consideration to be offered to the AutoChina shareholders. These items are described in greater detail elsewhere in this proxy statement. You should carefully read this entire proxy statement and the other documents to which it refers you.

The Companies

Spring Creek Acquisition Corp.

Spring Creek is a Cayman Islands company organized on October 16, 2007 as a blank check company for the purpose of acquiring, through a stock exchange, asset acquisition or other similar business combination, or controlling, through contractual arrangements, an operating business, that has its principal operations in Greater China.

Spring Creek’s initial business combination must be with a target business or businesses with a collective fair market value of at least equal to 80% of its net assets (excluding any funds held in the trust account for the benefit of the underwriters) at the time of such acquisition. If Spring Creek acquires less than 100% of a target business (but in no event will Spring Creek acquire less than 50% of such target business), the 80% of net assets test will be calculated based only on that portion of the business that Spring Creek acquires, and not the value of the entire business. If Spring Creek is unable to consummate a business combination within the allotted time periods set forth in its initial public offering prospectus, Spring Creek will implement a plan of dissolution and distribution which will include the liquidation of the trust account to Spring Creek’s public shareholders.

The mailing address of Spring Creek’s principal executive office is 10F, Room #1005, Fortune Int’l Building, No. 17, North Daliushu Road, Haidian District, Beijing 100081, People’s Republic of China, and its telephone number is (86) 106214-3561.

AutoChina

AutoChina is a leading one-stop commercial vehicle financing and consumer automobile sales company in China. Founded in 2005 by Chairman and CEO, Yong Hui Li, AutoChina operates in two primary business segments: commercial vehicle financing and sales of branded automobiles through its nationally recognized dealer network.

The mailing address of AutoChina’s principal executive offices is No. 322 Zhongshan East Road, Shijiazhuang, Hebei Province, 050011, People’s Republic of China, and its telephone number is (86)311 83827688.

The Acquisition

On February 4, 2009, Yong Hui Li, Yan Wang, Honest Best Int’l Ltd., AutoChina, Fancy Think Limited, Hebei Chuanglian Trade Co., Ltd., Hebei Kaiyuan Real Estate Development Co., Ltd., Hebei Huiyin Investment Co., Ltd., Hebei Hua An Investment Co., Ltd., Hebei Tianmei Insurance Agency Co., Ltd., Hebei Shijie Kaiyuan Logistics Co., Ltd., Hebei Shijie Kaiyuan Auto Trade Co., Ltd., Shanxi Chuanglian Auto Trade Co., Ltd., and Spring Creek, entered into the share exchange agreement pursuant to which Spring Creek would acquire all of the outstanding ordinary shares of AutoChina, and AutoChina would become Spring Creek’s wholly owned subsidiary. Pursuant to the share exchange agreement, on the closing date Spring Creek will pay aggregate consideration of approximately $68,850,000 subject to adjustment, based on a price of $8.00 per ordinary share of Spring Creek, consisting of up to 8,606,250 ordinary shares of Spring Creek, plus additional ordinary shares in the event AutoChina exceeds certain earnings targets over the next 5 years as set forth in the share exchange agreement.

Procedure

Under Spring Creek’s Amended and Restated Memorandum and Articles of Association, a majority of the Spring Creek ordinary shares must approve the proposed acquisition. However, notwithstanding adoption of the acquisition proposal, the acquisition will only proceed if public shareholders owning less than 40% of the total ordinary shares sold in Spring Creek’s initial public offering exercise their redemption rights and vote against the proposed acquisition. If holders of ordinary shares purchased in Spring Creek’s initial public offering owning 40% or more of the ordinary shares sold in Spring Creek’s initial public offering vote against the proposed acquisition and elect to exercise their redemption rights, Spring Creek’s Board of Directors will abandon the acquisition, notwithstanding approval of a majority of its shareholders. If the maximum permissible number of shares elect redemption without Spring Creek being required to abandon the acquisition, as of January 31, 2009, a total of approximately $16.3 million of the trust account would be disbursed, leaving approximately $24.4 million available for the acquisition of AutoChina and the payment of liabilities. Promptly after obtaining approval from its shareholders to proceed with the acquisition, Spring Creek and AutoChina will consummate the acquisition. Each public shareholder has the right to vote against the proposed acquisition and elect to redeem his, her or its shares for their pro rata portion of the trust account.

In connection with the initial public offering, James Sha and Diana Liu have contractually agreed to indemnify Spring Creek for debts and obligations to potential target businesses or other persons for services rendered or contracted for or products sold to Spring Creek, but only to the extent necessary to ensure that such liabilities do not reduce funds in the trust account. This obligation remains in effect and extends to transaction expenses to be incurred in connection with Spring Creek’s seeking to complete the acquisition. Since these obligations were not collateralized or guaranteed, however, Spring Creek cannot assure you that its officers and directors would be able to satisfy his obligations if material liabilities are sought to be satisfied from the trust account. As of March 5, 2009, Spring Creek believes that its officers and directors do not have any risk of being required to provide indemnification since all persons who have had contractual obligations with Spring Creek have either been paid in full (or will be paid in accordance with Spring Creek’s past practices) or waived their ability to sue Spring Creek’s trust account.

Fairness opinion

On February 9, 2009 Houlihan Smith & Company Inc., or Houlihan Smith, rendered an opinion to Spring Creek’s Board of Directors that in connection with the share exchange agreement, and based upon and subject to the matters stated in the opinion, the consideration offered for the outstanding capital stock of AutoChina was fair from a financial point of view to Spring Creek’s shareholders.

The full opinion is attached as Annex A to this proxy statement. Spring Creek encourages its shareholders to review the opinion carefully for a discussion of valuation methodology, procedures followed, assumptions made and factors considered in developing the opinion. A more detailed discussion of the fairness opinion begins on page 59 of this proxy statement.

If the Acquisition is Not Approved

If Spring Creek does not consummate the acquisition of AutoChina, it will continue to seek another target business until it is required to liquidate and dissolve pursuant to its Amended and Restated Memorandum and Articles of Association. As provided in its Amended and Restated Memorandum and Articles of Association, Spring Creek is required, by September 4, 2009, to consummate a business combination or enter into a letter of intent, agreement in principle or definitive agreement relating to a business combination, in which case Spring Creek would be allowed an additional twelve months to complete the transactions contemplated by such agreement. Under its Amended and Restated Memorandum and Articles of Association as currently in effect, if Spring Creek does not acquire at least majority control of a target business by at latest September 4, 2010, Spring Creek will dissolve and distribute to its public shareholders the amount in the trust account plus any remaining net assets. See the risk factor on page 33 of this proxy statement relating to risks associated with the dissolution of Spring Creek.

Conditions; Termination. Approval of the acquisition of AutoChina by a majority of the outstanding Spring Creek ordinary shares is a condition to Spring Creek’s consummating the acquisition. The holders of Spring Creek ordinary shares issued prior to its initial public offering agreed to vote the 1,293,750 shares of Spring Creek ordinary shares (which includes 1,254,938 shares owned by Spring creek’s current officers and directors and their affiliates) owned by them in accordance with the majority of the votes cast by holders of shares sold in Spring Creek’s initial public offering; this represents 20% of Spring Creek’s outstanding ordinary shares. If holders of 2,070,000 or more of the shares purchased in Spring Creek’s initial public offering (which number represents 40% or more of the shares of Spring Creek ordinary shares issued in Spring Creek’s initial public offering) vote against the acquisition and exercise their right to redeem their shares for cash, the acquisition may not be consummated.

Amendments to the Amended and Restated Memorandum and Articles of Association. The Spring Creek Board of Directors has also determined that it is in Spring Creek’s best interests to amend its Amended and Restated Memorandum and Articles of Association (i) to change its name to AutoChina International Limited, and (ii) including amendments to the following provisions:

(a more complete description of the amendments can be found on page 79):

The number of votes required to pass a special resolution was increased to 2/3 of votes cast from a majority of the votes cast.

Section 61.2 (formerly section 61(2)) was revised to provide that at a general meeting of the combined company a quorum would consist of one-third of the shares outstanding. Previously, the section also required that at least two shareholders be present at the meeting.

Sections 66 and 67 were revised to require a poll vote, as opposed to permitting a vote by show of hands.

Section 85 was revised to prohibit shareholders from taking action by written consent.

Section 86.1 (formerly Section 86(1)) was revised to provide that prior to December 31, 2011, the Board of Directors would consist of not fewer than 2 persons and nor more than seven persons (unless otherwise determined by the company at a general meeting).

Section 86.2 (formerly Section 86(2)) was revised to provide that prior to December 31, 2011, the Board of Directors would consist of two persons nominated by the AutoChina shareholders representative named in the share exchange agreement (currently Yan Wang) two persons nominated by the Spring Creek shareholders representative (currently James Sha) and three independent directors mutually agreed to by each of the shareholder representatives.

Section 105 was added, which provides that at least six members (or the entire Board if there are less than six members) of the Board of Directors must vote in favor of the following items for such items to be deemed to be approved by the Board of Directors:

The issuance of securities other than pursuant to the equity incentive plan or outstanding convertible securities;

The payment of any dividends or distributions;

A merger or consolidation where the shareholders of the combined company do not hold a majority of the shares post transaction;

The sale or encumbrance of or on all or substantially all the assets of the combined company or the purchase of all or substantially all the assets of a third party by the combined company (except for transactions for an amount les than that specified by the Board of Directors in its annual business plan);

The formation of a partnership, joint venture or subsidiary with a capital commitment of greater than RMB5,000,000 (except for transactions for an amount les than that specified by the Board of Directors in its annual business plan).

The reduction of the authorized capital.

Any recapitalization, reclassification, reorganization, split-off, spin-off, or bankruptcy filing with respect to the combined company.

The approval or amendment of the annual budget, business plan or operating plan of the combined company.

The incurrence of indebtedness of greater than RMB5,000,000 unless such liability is incurred pursuant to the then current business plan.

A change in the size or composition of the Board of Directors.

Any material amendment to the terms of the Share Exchange Agreement, Registration Rights Agreement (as defined in the Share Exchange Agreement) and any executive employment agreement or indemnification agreement.

Any amendment to the Corporate Governance Rules (as defined in Section 125).

Section 165 and the Division entitled “Business Combination” were deleted in their entirety as they were sections relating to the operation of Spring Creek prior to a business combination, which includes the provisions related to a classified Board of Directors.

The Incentive Plan. Under the terms of the Incentive Plan (the “incentive plan”), 1,675,000 Spring Creek ordinary shares are reserved for issuance in accordance with its terms (provided, however, that dividend equivalent rights are payable solely in cash and therefore do not reduce the number of shares that may be granted under the incentive plan and that stock appreciation rights only reduce the number of shares available for grant under the plan by the number of shares actually received by the grantee). Spring Creek currently anticipates that, shortly after the acquisition, it will grant awards to acquire up to approximately 30,000 shares pursuant to the incentive plan to Johnson Lau, AutoChina’s Chief Financial Officer. Any other awards under the plan will be made by the post-transaction Board of Directors. Assuming that the anticipated grants are made, there would be at least approximately 1,645,000 shares remaining for issuance in accordance with the Incentive Plan’s terms. The purpose of the incentive plan is to assist Spring Creek in attracting, retaining and providing incentives to its employees, directors and consultants, or the employees, directors and consultants of its affiliates, whose past, present and/or potential future contributions to Spring Creek have been, are or will be important to the success of Spring Creek and to align the interests of such persons with Spring Creek’s shareholders. It is also designed to motivate employees and to significantly contribute toward growth and profitability, to provide incentives to Spring Creek’s directors, employees and consultants who, by their position, ability and diligence are able to make important contributions to Spring Creek’s growth and profitability. The various types of incentive awards that may be issued under the incentive plan will enable Spring Creek to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of its business.

All directors, employees and consultants of the post-transaction company will be eligible to be granted awards under the incentive plan. All awards will be subject to the approval of Spring Creek’s Board of Directors or its Compensation Committee.

We encourage you to read the plan in its entirety. A copy of the incentive plan is attached as Annex E to this Proxy Statement.

Election of Directors. The Board of Directors has nominated the following three (3) persons for election to the Board of Directors at the Special Meeting: Mr. Yong Hui Li, Mr. Thomas Luen-Hung Lau, and Mr. Hui Kai Yan. Mr. James Sha and Ms. Diana Liu will remain on the Board of Directors of the combined company post acquisition. See biographical information for each of the nominees in the section entitled “Directors and Management.”

On March 11, 2009 the share exchange agreement was amended to reflect the fact that upon consummation of the acquisition the Board of Directors of Spring Creek would consist of five (5) members. Conforming changes were also made the proposed amendments to Spring Creek’s Amended and Restated Memorandum and Articles of Association. A form of Amendment 1 to the share exchange agreement is attached as Annex D to this Proxy Statement.

The Share Exchange Agreement and Related Documents. The share exchange agreement, the form of the proposed amendments to Spring Creek’s Amended and Restated Memorandum and Articles of Association, and the fairness opinion of Houlihan Smith are annexed to this proxy statement. We encourage you to read them in their entirety, as they are the key legal documents underlying the acquisition. They are also described in detail elsewhere in this document. The share exchange agreement, which is attached as Annex C in this proxy statement, is incorporated by reference into this proxy statement.

Management. Following the acquisition, many of the current members of the management of AutoChina will remain in place with some of Spring Creek’s current management team remaining on Spring Creek’s Board of Directors.

Spring Creek Extraordinary General Meeting

Date, Time and Place. The extraordinary general meeting of Spring Creek’s shareholders will be held at 12:00 noon, local time, on March 26, 2009, at the offices of Spring Creek’s counsel, Loeb & Loeb LLP, 345 Park Ave., New York, NY 10154.

Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the extraordinary general meeting, if you owned Spring Creek ordinary shares at the close of business on March 5, 2009, the record date for the extraordinary general meeting. You will have one vote for each ordinary share of Spring Creek you owned at that time. Warrants to purchase Spring Creek ordinary shares do not have voting rights.

Votes Required. Under Spring Creek’s Amended and Restated Memorandum and Articles of Association, approval of the acquisition requires the affirmative vote of the holders of a majority of the outstanding ordinary shares. Approval of the amendments to the Amended and Restated Memorandum and Articles of Association will require the affirmative vote of the holders of two-thirds of the outstanding ordinary shares cast by the shareholders at the extraordinary general meeting, provided that there is a quorum. The election of each director and adoption of the incentive plan will require the affirmative vote of the holders of a majority of the outstanding ordinary shares cast by the shareholders at the extraordinary general meeting, provided that there is a quorum.

Spring Creek will not be authorized to complete the acquisition, if holders of 2,070,000 or more shares of Spring Creek ordinary shares sold in its initial public offering (public shareholders owning 40% or more of the shares in the initial public offering) vote against the acquisition and demand that Spring Creek redeem their shares into pro rata portions of the trust account. In addition, the amendments to Spring Creek’s Amended and Restated Memorandum and Articles of Association, adoption of the incentive plan and election of directors will not be effected, even if approved by shareholders in such manner, unless the acquisition proposal with AutoChina is also approved and holders of less than 40% of the ordinary shares sold in Spring Creek’s initial public offering vote against the acquisition proposal and exercise their redemption rights.

Abstaining from voting or not voting on the acquisition proposal (including broker non-votes), either in person or by proxy or voting instruction, will have the same effect as a vote against such proposal since the vote to approve the acquisition proposal requires affirmative votes of holders of a majority of Spring Creek’s outstanding ordinary shares. Abstaining from voting or not voting on the proposals to amend Spring Creek’s Amended and Restated Memorandum and Articles of Association, the election of directors, the adjournment and the incentive plan proposal (including broker non-votes), either in person or by proxy or voting instruction, will have no effect on the vote to approve each such proposal since the vote to approve each of these proposals requires the affirmative vote of the holders of either two-thirds or a majority of the outstanding ordinary shares cast by the shareholders at the extraordinary general meeting, provided that there is a quorum. An abstention will not count toward the 40% “against and redeeming” vote that would result in the acquisition’s abandonment, and you would be unable to exercise any redemption rights upon approval of the acquisition. If the proposal relating to the acquisition is not approved, Spring Creek’s Board of Directors will not go forward with the acquisition of AutoChina, the amendments to Spring Creek’s Amended and Restated Memorandum and Articles of Association, adoption of the incentive plan and election of directors. To demand redemption, you must vote against the acquisition and elect to redeem your shares.

Under Cayman Islands law, no other business may be transacted at the extraordinary general meeting.

At the close of business on March 5, 2009, there were 6,468,750 ordinary shares of Spring Creek shares outstanding (including the 1,293,750 shares held by shareholders not purchased in Spring Creek’s initial public offering). Each Spring Creek ordinary share entitles its holder to cast one vote per proposal.

Redemption Rights. Under its Amended and Restated Memorandum and Articles of Association, a holder of Spring Creek ordinary shares (other than an initial shareholder) who votes against the acquisition may demand that Spring Creek redeem his or her shares for cash, but such shareholder will only receive the redemption amount if the acquisition is subsequently consummated. Spring Creek’s shareholders who purchased shares in its initial public offering would still be entitled to receive a portion of the trust account in the event of a liquidation of Spring Creek. This demand must be made in writing at the same time the shareholder votes against the acquisition, on the form of proxy card voted against the acquisition. If you so demand, and the acquisition is approved and consummated, Spring Creek will redeem your shares into a pro rata portion of the trust account, net of taxes payable and up to $1,050,000 of interest earned on the trust account that has been released to Spring Creek to fund its working capital and repay management loans, as of two business days prior to the consummation of the acquisition. You will be entitled to receive this cash only if you continue to hold your shares through the closing of the acquisition and tender your share certificate(s) per the instructions included on the proxy card. In connection with tendering your shares for conversion, you must elect either to physically tender your stock certificates to the Company's transfer agent prior to the special meeting or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to the special meeting ensures that a converting holder’s election to convert is irrevocable once the proposal is approved. Upon redemption of your shares, you will no longer own them. You must follow the instructions on the proxy card and send your share certificate(s) with your proxy card in order to exercise your redemption rights.

The acquisition will not be consummated if holders of 2,070,000 or more ordinary shares of Spring Creek sold in its initial public offering (which number represents 40% or more of the shares sold in the initial public offering) vote against the acquisition and exercise their redemption rights.

If the acquisition is not consummated and Spring Creek is not required to dissolve pursuant to the terms of its Amended and Restated Memorandum and Articles of Association, it may seek another target business with which to effect a business combination.

Appraisal Rights. Under the law of the Cayman Islands, appraisal rights are not available to Spring Creek’s shareholders in connection with the acquisition.

Proxies; Board Solicitation. Your proxy is being solicited by the Spring Creek Board of Directors on each proposal being presented to shareholders at the extraordinary general meeting. Proxies may be solicited in person or by mail, telephone or other electronic means. In addition, Spring Creek has hired Advantage Proxy to assist it in soliciting proxies for the meeting of shareholders. Spring Creek is paying Advantage Proxy approximately $15,000 for its services.

If you grant a proxy, you may still vote your shares in person, if you revoke your proxy before the extraordinary general meeting.

Significant Shareholdings. The holdings of Spring Creek’s directors and significant shareholders are detailed in “Beneficial Ownership of Securities.”

Spring Creek’s Recommendation; Interests of Spring Creek’s Management

After careful consideration, Spring Creek’s Board of Directors has determined that the acquisition and the other proposals presented at this meeting are fair to, and in the best interests of, Spring Creek and its shareholders. The Board of Directors has approved and declared advisable the proposals, and recommends that you vote or direct that your vote to be cast “FOR” the adoption of each.

When you consider the recommendation of the Board of Directors, you should keep in mind that the members of the Board of Directors have interests in the acquisition that are different from, or in addition to, yours. These interests include the following:

If the proposed acquisition is not completed, and Spring Creek is subsequently required to liquidate, the shares owned by Spring Creek’s directors will be worthless because the shares will no longer have any value and the directors are not entitled to liquidation distributions from Spring Creek. In addition, the possibility that Spring Creek’s officers and directors will be required to perform their obligations under the indemnity agreements referred to above will be substantially increased.

In connection with Spring Creek’s initial public offering, Spring Creek’s officers and directors, agreed to indemnify Spring Creek for debts and obligations to potential target businesses or other persons for services rendered or contracted for or products sold to Spring Creek, but only to the extent necessary to ensure that certain liabilities do not reduce funds in the trust account. If the acquisition is consummated, Spring Creek’s officers and directors will not have to perform such obligation. If the acquisition is not consummated, however, Spring Creek’s officers and directors could potentially be liable for any claims against the trust account by vendors who did not sign waivers. As of March 5, 2009, Spring Creek believes that Spring Creek’s officers and directors do not have any risk of being required to provide indemnification since all persons who have had contractual obligations with Spring Creek have either been paid in full (or will be paid in accordance with Spring Creek’s past practices) or waived their ability to sue Spring Creek’s trust account.

All rights of Spring Creek’s officers and directors to be indemnified by Spring Creek, and of Spring Creek’s directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after the acquisition pursuant to provisions in Spring Creek’s Amended and Restated Memorandum and Articles of Association. However, if the acquisition is not approved and Spring Creek subsequently liquidates, its ability to perform its obligations under those provisions will be substantially impaired since it will cease to exist. If the acquisition is ultimately completed, the combined company’s ability to perform such obligations will be substantially enhanced.

Certain U.S. Federal Income Tax Consequences

For a discussion of certain U.S. federal income tax consequences of the acquisition and of owning and disposing of ordinary shares and warrants in Spring Creek after the acquisition, see “Material United States Federal Income Tax Considerations,” below.

Quotation/Listing

Spring Creek’s ordinary shares (SCRQF), warrants (SCRWF) and units (SCRUF) are quoted on the OTC Bulletin Board.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a “reverse acquisition” since, immediately following completion of the transaction, the shareholders of AutoChina immediately prior to the Business Combination will have effective control of Spring Creek through (1) their approximately 57.1% shareholder interest in the combined entity, assuming no share redemptions (67.9% in the event of maximum share redemptions), (2) significant representation on the Board of Directors (initially two out of five members), with three other board members being independent of both Spring Creek and AutoChina, and (3) being named to all of the senior executive positions. For accounting purposes, AutoChina will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of AutoChina, i.e., a capital transaction involving the issuance of stock by Spring Creek for the stock of AutoChina. Accordingly, the combined assets, liabilities and results of operations of AutoChina will become the historical financial statements of Spring Creek at the closing of the transaction, and Spring Creek’s assets (primarily cash and cash equivalents), liabilities and results of operations will be consolidated with AutoChina beginning on the acquisition date. No step-up in basis or intangible assets or goodwill will be recorded in this transaction. As this transaction is being accounted for as a reverse acquisition, all direct costs of the transaction will be charged to additional paid-in capital.

Pursuant to an earn-out provision in the share exchange agreement, Spring Creek has agreed to issue to AutoChina’s current shareholders between 5% and 20% of the number of ordinary shares outstanding as of December 31 of the fiscal year immediately prior to such earn-out issuance for achieving certain Targeted EBITDA Growth (as defined in the share exchange agreement) in each of the five fiscal years ending December 31, 2009 through December 31, 2013. Upon issuance, the shares will be recorded as an adjustment to the accounting acquiree’s basis in the reverse acquisition (i.e., as an adjustment at par value to ordinary shares and additional paid-in capital), and will be included in the calculations of earnings per share from that date.

Regulatory Matters

The acquisition and related transactions are not subject to any federal or state regulatory requirement or approval, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).

RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before you decide whether to vote or direct your vote to be cast to approve the acquisition.

Risks related to AutoChina’s Business

AutoChina depends on its ability to enter into and renew leases for most of its properties. In addition, certain lands or buildings where AutoChina operates its business in China do not have proper title or the head lessor’s consent for sub-lease and AutoChina may fail to, or need to incur further expenses or time to, secure legal right to use certain lands or buildings which it leases in China.

AutoChina requires substantial storage facilities to store its inventory for motor vehicles (i.e. cars and commercial vehicles). AutoChina rents or leases most of its storage facilities and dealership lots from third-parties under tenancy or lease agreements. Depending on market conditions for real estate, landlords or lessors may increase rentals to a rate not acceptable by AutoChina and which may lead to AutoChina not renewing the tenancies or leases upon their expirations. If these tenancies or leases are terminated and if there are no ready alternative locations of storage facilities and dealership lots for AutoChina to store its inventory and/or sell motor vehicles or if AutoChina is forced to accept the increased rentals or are not able to relocate to a suitable place, AutoChina’s business, results of operations and financial conditions could be materially and adversely affected.

Approximately 117 of 129 parcels of land and/or buildings in China leased and occupied by AutoChina for its business operations have certain title defects or lack documentation supporting claim to title and the use of the leased premises may be challenged and AutoChina may need to relocate its existing business operations.

Furthermore, if such plots of land leased to AutoChina are collectively-owned land and AutoChina operates its business on them for non-agricultural uses without special permission, subject to the Land Administration Law of the People’s Republic of China, the administrative departments at or above county level may order the termination of such leases.

In any of the above events, AutoChina may be required to terminate the existing leases and relocate its existing business operations. There can be no assurance that AutoChina can replace the existing leases with other comparative alternative premises without any material adverse effect on its operations.

The automotive and truck retailing industry is sensitive to changing economic conditions and various other factors. AutoChina’s business and results of operations are substantially dependent on new vehicle sales levels in China and in its particular geographic markets and the level of gross profit margins that it can achieve on its sales of new vehicles, all of which are very difficult to predict.

AutoChina believes that many factors affect sales of new vehicles and automotive retailers’ gross profit margins in China and in its particular geographic markets, including the economy, inflation, recession or economic slowdown, consumer confidence, housing markets, fuel prices, credit availability, the level of manufacturers’ production capacity, manufacturer incentives (and consumers’ reaction to such offers), intense industry competition, interest rates, the level of personal discretionary spending, product quality, affordability and innovation, employment/unemployment rates, the number of consumers whose vehicle leases are expiring, and the length of consumer loans on existing vehicles. Changes in interest rates could significantly impact industry new vehicle sales and vehicle affordability, due to the direct relationship between interest rates and monthly loan payments, a critical factor for many vehicle buyers, and the impact interest rates can have on customers’ borrowing capacity and disposable income. If there is a decline in the availability of credit for car purchasers provided by third-party financing companies or if AutoChina has insufficient resources to purchase adequate numbers of commercial vehicles and to finance their installment sales to customers, the ability of certain customers to purchase vehicles could be limited, resulting in a decline in sales or profits. In addition, the levels of commercial vehicle sales is significantly dependent on the level of shipping of basic materials, such as coal and grain.

The overall demand for vehicles increased significantly in China from 2001 to 2008. However, recently, certain adverse financial developments have impacted the global financial markets. Theses developments include a general slowing of economic growth both in China and globally, substantial volatility in equity securities markets, and volatility and tightening of liquidity in credit markets. While AutoChina conducts market research on the demand for automobiles in China it is difficult for industry participants, including AutoChina, to predict how long these conditions will exist and how they will affect the automobile industry and its business. As a result, these developments could continue to present risks for an extended period of time for AutoChina, including a potential slowdown in its sales to customers, increase in interest expense on its bank borrowings, or reduction of the amount of banking facilities currently available to it.

If this economic downturn continues, AutoChina’s business, financial condition and results of operations would likely be adversely affected, its cash position may further erode and it may be required to seek new financing, which may not be obtainable on acceptable terms or at all. AutoChina may also be required to reduce its capital expenditures, which in turn could hinder its ability to implement its business plan and to improve its productivity.

AutoChina is dependent upon the success and continued financial viability of the vehicle manufacturers and distributors with which it holds franchises.

The success of AutoChina’s stores is dependent on vehicle manufacturers in several key respects. First, AutoChina relies exclusively on the various vehicle manufacturers for its new vehicle inventory. AutoChina’s ability to sell new vehicles is dependent on a vehicle manufacturer’s ability to produce and allocate to its stores an attractive, high quality, and desirable product mix at the right time in order to satisfy customer demand. Second, manufacturers generally support their franchisees by providing direct financial assistance in various areas, including, among others, inventory financing assistance and advertising assistance. Third, manufacturers provide product warranties and, in some cases, service contracts, to customers. AutoChina’s stores perform warranty and service contract work for vehicles under manufacturer product warranties and service contracts, and directly bill the manufacturer as opposed to invoicing the store customer. At any particular time, it has significant receivables from manufacturers for warranty and service work performed for customers. In addition, AutoChina relies on manufacturers to varying extents for original equipment manufactured replacement parts, training, product brochures and point of sale materials, and other items for its stores.

The core brands of vehicles that AutoChina sells are manufactured by BMW, Audi, Hyundai, Ford, General Motors (Chevrolet, Buick and Cadillac), ROEWE, Mazda, Ruida Kia, FAW Car, Qingling, Peugeot and FAW Toyota. In particular, Audi represented over 24% of AutoChina’s new vehicle revenue in 2008. AutoChina is subject to a concentration of risk in the event of financial distress, including potential bankruptcy, of a major vehicle manufacturer. In the event of such a bankruptcy, among other things, (i) the manufacturer could attempt to terminate all or certain of its franchises, and AutoChina may not receive adequate compensation for them, (ii) AutoChina may not be able to collect some or all of its significant receivables that are due from such manufacturers and it may be subject to preference claims relating to payments made by manufacturers prior to bankruptcy, (iii) AutoChina may not be able to obtain financing for its new vehicle inventory, or arrange financing for its customers for their vehicle purchases and leases, with the manufacturer’s captive finance subsidiary, which may cause AutoChina to finance its new vehicle inventory, and arrange financing for its customers, with alternate finance sources on less favorable terms, and (iv) consumer demand for their products could be reduced. These events may result in receivables due from such manufacturers and adversely impact its results of operations. In addition, vehicle manufacturers may be adversely impacted by economic downturns or recessions, significant declines in the sales of their new vehicles, increases in interest rates, declines in their credit ratings, labor strikes or similar disruptions (including within their major suppliers), supply shortages or rising raw material costs, rising employee benefit costs, adverse publicity that may reduce consumer demand for their products (including due to bankruptcy), product defects, vehicle recall campaigns, litigation, poor product mix or unappealing vehicle design, governmental laws and regulations, or other adverse events.

AutoChina’s new vehicle sales are impacted by the consumer incentive and marketing programs of vehicle manufacturers.

Most vehicle manufacturers from time to time have established various incentive and marketing programs designed to spur consumer demand for their vehicles. In addition, certain manufacturers offer extended product warranties or free service programs to consumers. From time to time, manufacturers modify and discontinue these dealer assistance and consumer incentive and marketing programs, which could significantly reduce AutoChina’s new vehicle and aftermarket product sales, consolidated results of operations, and cash flows.

AutoChina is subject to restrictions imposed by, and significant influence from, vehicle manufacturers that may adversely impact its business, financial condition, results of operations, cash flows, and prospects, including its ability to acquire additional stores.

Vehicle manufacturers and distributors with whom AutoChina holds franchises have significant influence over the operations of AutoChina’s stores. The terms and conditions of its framework, franchise, and related agreements and the manufacturers’ interests and objectives may, in certain circumstances, conflict with its interests and objectives.

AutoChina’s framework, franchise, and related agreements also grant the manufacturer the right to terminate or compel AutoChina to sell its franchise for a variety of reasons (including uncured performance deficiencies, any unapproved change of ownership or management, or any unapproved transfer of franchise rights or impairment of financial standing or failure to meet capital requirements), subject to applicable state franchise laws. From time to time, certain major manufacturers assert sales and customer satisfaction performance deficiencies under the terms of such framework and franchise agreements. Additionally, AutoChina’s framework agreements contain restrictions regarding a change in control, which may be outside of its control. While AutoChina believes that it will be able to renew all of its franchise agreements, it cannot guarantee that all of its franchise agreements will be renewed or that the terms of the renewals will be favorable to it. AutoChina cannot assure you that its stores will be able to comply with manufacturers’ sales, customer satisfaction performance, and other requirements in the future, which may affect its ability to acquire new stores or renew its franchise agreements, or subject it to other adverse actions, including termination or compelled sale of a franchise, any of which would significantly impact its ability to sell affected vehicles. Furthermore, AutoChina relies on the protection of state franchise laws in the states in which it operates and if those laws are repealed or weakened, its framework and related agreements may become more susceptible to termination, non-renewal, or renegotiation.

AutoChina’s operations, including, without limitation, its sales of finance and insurance, are subject to extensive governmental laws and regulations.

The automotive retailing industry, including AutoChina’s facilities and operations, is subject to a wide range of central and local laws and regulations, such as those relating to motor vehicle sales, retail installment sales, leasing, sales of finance and insurance, licensing, consumer protection, consumer privacy, escheatment, environmental, vehicle emissions and fuel economy, health and safety, wage-hour and other employment practices. Specifically with respect to motor vehicle sales, retail installment sales, leasing, and the sale of finance and insurance at its stores, AutoChina is subject to various laws and regulations, the violation of which could subject it to lawsuits or governmental investigations and adverse publicity, in addition to administrative, civil, or criminal sanctions. The violation of other laws and regulations to which AutoChina are subject also can result in administrative, civil, or criminal sanctions against it, which may include a cease and desist order against the subject operations or even revocation or suspension of its license to operate the subject business, as well as significant fines and penalties.

AutoChina may be subject to broad liabilities arising from environmental protection laws

AutoChina may be subject to broad liabilities arising out of contamination at its currently and formerly owned or operated facilities, at locations to which hazardous substances were transported from such facilities, and at such locations related to entities formerly affiliated with it. Although for some such liabilities AutoChina believes it is entitled to indemnification from other entities, AutoChina cannot assure you that such entities will view their obligations as it does, or will be able to satisfy them.

AutoChina’s growth is dependent upon the availability of suitable lot sites.

AutoChina leases a majority of the properties where its stores are located. If and when AutoChina decides to open new stores, the inability to acquire suitable real estate, either through lease or purchase, at favorable terms could limit the expansion of its lot base and could limit its expansion strategy.

AutoChina’s businesses are subject to seasonal fluctuations.

The third quarter has historically been the slowest period for car and truck sales. Conversely, the fourth quarter has historically been the busiest time for car and truck sales. Therefore, AutoChina generally realizes a higher proportion of its revenue and operating profit during the fourth quarter. The demand for repair, maintenance and parts is not highly seasonal. If conditions arise that impair vehicle sales during the fourth quarter, revenues for that year will be significantly reduced.

Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential information, whether by AutoChina or by third-party service providers, could damage its reputation, expose it to the risks of litigation and liability, disrupt its business or otherwise harm its results of operations.

In the normal course of business, AutoChina collects, processes and retains sensitive and confidential customer information. Despite the security measures it has in place, its facilities and systems, and those of third-party service providers, could be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential information, whether by AutoChina or by third-party service providers, could damage its reputation, expose it to the risks of litigation and liability, disrupt its business or otherwise harm its results of operations.

Automotive manufacturers exercise significant control over AutoChina’s operations and AutoChina depends on them in order to operate its business.

Manufacturers exercise a great degree of control over AutoChina’s operations. For example, manufacturers can require AutoChina to meet specified standards of appearance, require it to meet specified financial criteria such as maintenance of minimum net working capital and, in some cases, minimum net worth, impose minimum customer service and satisfaction standards, set standards regarding the maintenance of inventories of vehicles and parts and govern the extent to which its businesses can utilize the manufacturers’ names and trademarks. In many cases the manufacturer must consent to the replacement of the principal.

AutoChina’s manufacturers generally require that the premises meet defined image and facility standards and may direct it to implement costly capital improvements as a condition for renewing certain franchise agreements. All of these requirements could impose significant capital expenditures on AutoChina in the future.

Pursuant to AutoChina’s franchise agreements, its operations are required to maintain a certain minimum working capital, as determined by the manufacturers. This requirement could force AutoChina to utilize available capital to maintain manufacturer-required working capital levels thereby limiting its ability to apply profits generated from one subsidiary for use in other subsidiaries or, in some cases, at the parent company. These factors, either alone or in combination, could cause AutoChina to divert its financial resources to capital projects from uses that management believes may be of higher long-term value to it.

AutoChina is subject to a number of risks associated with importing vehicles.

AutoChina’s business involves the sale of new and used vehicles, vehicle parts or vehicles composed of parts that are manufactured outside China. As a result, AutoChina’s operations are subject to customary risks associated with imported merchandise, including fluctuations in the value of currencies, import duties, exchange controls, differing tax structures, trade restrictions, transportation costs, work stoppages and general political and economic conditions in foreign countries.

The countries from which AutoChina’s vehicles and/or parts are imported may, from time to time, impose new quotas, duties, tariffs or other restrictions, or adjust presently prevailing quotas, duties or tariffs on imported merchandise. Any of those impositions or adjustments could affect AutoChina’s operations and its ability to purchase imported vehicles and parts at reasonable prices.

Substantial competition in automotive sales and services may adversely affect AutoChina’s profitability due to its need to lower prices to sustain sales and profitability.

The automotive retail industry in China is highly competitive. Depending on the geographic market, AutoChina competes with:

• franchised automotive dealerships in its markets that sell similar makes of new and used vehicles that it offers, occasionally at lower prices than it does;

• other national or regional affiliated groups of franchised dealerships;

• private market buyers and sellers of used vehicles; and

• independent service and repair shops.

As AutoChina seeks to acquire or establish dealerships in new markets, it may face significant competition as it strives to gain market share. Some of AutoChina’s competitors may have greater financial, marketing and personnel resources and lower overhead and sales costs than it has. AutoChina typically relies on advertising, merchandising, sales expertise, service reputation and dealership location in order to sell new vehicles. Although its franchise agreements with manufacturers grant AutoChina the right to sell their products within certain geographic areas, its revenues and profitability may be materially and adversely affected if competing dealerships expand their market share or are awarded additional franchises by manufacturers that supply its dealerships. Additionally, market practice in the PRC allows multiple non-exclusive dealerships distributing the same brand of motor vehicles in the same city or region.

AutoChina also competes with other independent dealers, and to a lesser degree with (i) the used vehicle retail operations of franchised automotive dealerships, (ii) independent used vehicle dealers, and (iii) individuals who sell used vehicles in private transactions. AutoChina competes for both the purchase and resale of used vehicles. AutoChina’s competitors may sell the same or similar makes of vehicles that it offers in the same or similar markets at competitive prices. Increased competition in the market, including new entrants to the market, could result in increased wholesale costs for used vehicles and lower-than-expected vehicle sales and margins. Further, if any of AutoChina’s competitors seek to gain or retain market share by reducing prices for used vehicles, it would likely reduce its prices in order to remain competitive, which may result in a decrease in its sales and profitability and require a change in its operating strategies.

In addition to competition for vehicle sales, AutoChina’s dealerships compete with independent garages for non-warranty repair and routine maintenance business. AutoChina’s dealerships compete with other automotive dealers, service stores and automobile parts retailers in their parts operations. AutoChina believes that the principal competitive factors in service and parts sales are the quality of customer service, the use of factory-approved replacement parts, familiarity with a manufacturer’s brands and models, convenience, the competence of technicians, location, and price.

Claims that the software products and information systems that AutoChina relies on are infringing on the intellectual property rights of others could increase its expenses or inhibit it from offering certain services, which could adversely affect its results of operations.

A number of entities, including some of AutoChina’s competitors, have sought, or may in the future obtain, patents and other intellectual property rights that cover or affect software products and other components of information systems that AutoChina relies on to operate its business.

Litigation may be necessary to determine the validity and scope of third-party rights or to defend against claims of infringement. If a court determines that one or more of the software products or other components of information systems AutoChina uses infringe on intellectual property owned by others or AutoChina agrees to settle such a dispute, it may be liable for money damages. In addition, AutoChina may be required to cease using those products and components unless it obtains licenses from the owners of the intellectual property, redesign those products and components in such a way as to avoid infringement or cease altogether the use of those products and components. Each of these alternatives could increase AutoChina’s expenses materially or impact the marketability of its services. Any litigation, regardless of the outcome, could result in substantial costs and diversion of resources and could have a material adverse effect on AutoChina’s business. In addition, a third-party intellectual property owner might not allow AutoChina to use its intellectual property at any price, or on terms acceptable to it, which could compromise AutoChina’s competitive position.

AutoChina relies on an adequate supply of skilled field personnel.

In order to continue to provide high quality repair and maintenance services, AutoChina requires an adequate supply of skilled field managers and technicians. Trained and experienced automotive field personnel are in high demand, and may be in short supply in some areas. AutoChina cannot assure that it will be able to attract, motivate and maintain an adequate skilled workforce necessary to operate its existing and future stores efficiently, or that labor expenses will not increase as a result of a shortage in the supply of skilled field personnel, thereby adversely impacting its financial performance. While the automotive repair industry generally operates with high field employee turnover, any material increases in employee turnover rates in AutoChina’s stores or any widespread employee dissatisfaction could also have a material adverse effect on its business, financial condition and results of operations.

Store closings result in unexpected costs that could adversely affect AutoChina’s results of operations.

From time to time, in the ordinary course of AutoChina’s business, it closes certain stores, generally based on considerations of store profitability, competition, strategic factors and other considerations. Closing a store could subject AutoChina to costs including the write-down of leasehold improvements, equipment, furniture and fixtures. In addition, AutoChina could remain liable for future lease obligations.

AutoChina’s business is affected by advances in automotive technology.

The demand for AutoChina’s parts and repair and maintenance services could be adversely affected by continuing developments in automotive technology. Automotive manufacturers are producing cars that last longer and require service and maintenance at less frequent intervals in certain cases. Quality improvement of manufacturers’ original equipment parts has in the past reduced, and may in the future reduce, demand for AutoChina ‘s products and services, adversely affecting its sales. For example, manufacturers’ use of stainless steel exhaust components has significantly increased the life of those parts, thereby decreasing the demand for exhaust repairs and replacements. Longer and more comprehensive warranty or service programs offered by automobile manufacturers and other third parties also could adversely affect the demand for AutoChina’s non-warranty repair and maintenance services. In addition, advances in automotive technology continue to require AutoChina to incur additional costs to update its diagnostic capabilities and technical training programs.

Significant defaults by financing customers could significantly reduce AutoChina’s revenues.

AutoChina’s commercial vehicle financing business generates income from financing customers. Although AutoChina does extensive pre-sale credit research on its customers and has a security interest in its leased vehicles, if customers fail to make payments when due AutoChina may not be able to fully recover the outstanding fee and it could significantly reduce AutoChina’s revenues.

A loss of distribution rights granted by AutoChina's suppliers, or any material disputes between AutoChina and its suppliers may adversely affect the results of operations and financial condition of AutoChina

AutoChina relies on dealership rights granted by motor vehicle manufacturers for distribution of their products. All of these dealership or supply agreements are not on an exclusive basis and have an expiration date. These dealership contracts are generally for one- to three- year terms and are subject to termination by AutoChina or the principal with prior written notice in accordance with the terms of such contracts. Complete or partial termination of these distribution rights agreements could materially and adversely affect AutoChina's business operations and financial performance. For example, such termination could result from disagreements regarding differences between sales targets and actual achievements, disputes regarding advertising and promotion expenses or changes in business strategy. There can be no assurance that any particular supplier will not terminate these distribution rights in the future. AutoChina may also be unable to obtain or renew these dealership supply agreements on commercially acceptable terms and may not be able to continue to distribute these products after the expiration date.

In addition, there may be a material dispute between AutoChina and a supplier in connection with the performance of a party's obligations or the scope of a party's responsibilities under the relevant dealership or supply agreements with its motor vehicle principals or consumer product supplier.

If any of the above happens, the business and operations of AutoChina may suffer and the dealership agreements may even be terminated by mutual consent of the parties, unilaterally or as a result of a material breach by one of them.

The loss of any key members of the management team may impair AutoChina’s ability to identify and secure new contracts with customers or otherwise manage its business effectively

AutoChina’s success depends, in part, on the continued contributions of its senior management. In particular, Mr. Yong Hui Li has been appointed by the Board of Directors to oversee and supervise the strategic direction and overall performance of AutoChina.

AutoChina relies on its senior management to manage its business successfully. In addition, the relationships and reputation that members of AutoChina’s management team have established and maintained with its customers contribute to AutoChina’s ability to maintain good customer relations, which is important to the direct selling strategy that AutoChina adopts. Employment contracts entered into between AutoChina and its senior management cannot prevent its senior management from terminating their employment, and the death, disability or resignation of Mr. Yong Hui Li or any other member of AutoChina’s senior management team may impair AutoChina’s ability to maintain business growth and identify and develop new business opportunities or otherwise to manage its business effectively.

AutoChina relies on its IT, billing and credit control systems, and any problems with these systems could interrupt AutoChina’s operations.

AutoChina’s business cannot be managed effectively without its integrated IT system. Accordingly, AutoChina runs various “real time” IT management systems for its motor vehicle sales and financing business. These systems include AutoChina Information Management System. AutoChina’s operations are heavily dependent on its IT system to enable it to manage its sales and services effectively.

In addition, sophisticated billing and credit control systems are critical to AutoChina’s ability to increase revenue streams, avoid revenue loss and potential credit problems, and bill customers in a proper and timely manner. If adequate billing and credit control systems and programs are unavailable, or if upgrades are delayed or not introduced in a timely manner, or if AutoChina is unable to integrate such systems and software programs into its billing and credit systems, AutoChina may experience delayed billing which may negatively affect AutoChina’s cash flow and the results of its operations.

In case of a failure of AutoChina’s data storage system, AutoChina may lose critical operational or billing data or important email correspondence with its customers and suppliers. Any such data stored in the core data center may be lost if there is a lapse or failure of the disaster recovery system in backing up these data, or if the periodic offline backup is insufficient in frequency or scope. An interruption or breakdown in AutoChina’s IT system may have a material adverse effect on its business, financial conditions and results of operations due to disruption of its operations.

Natural disasters and adverse weather events can disrupt AutoChina’s business.

AutoChina’s stores are concentrated in provinces and regions in China, including primarily Hebei, Shanxi, Shandong, Henan, Inner Mongolia Autonomous Region and Tianjin, in which actual or threatened natural disasters and severe weather events (such as severe snowstorms, earthquakes, fires and landslides) may disrupt store operations, which may adversely impact its business, results of operations, financial condition, and cash flows. In addition to business interruption, the automotive retailing business is subject to substantial risk of property loss due to the significant concentration of property values at store locations. Although AutoChina has, subject to certain deductibles, limitations, and exclusions, substantial insurance, it cannot assure you that it will not be exposed to uninsured or underinsured losses that could have a material adverse effect on its business, financial condition, results of operations, or cash flows. Additionally, AutoChina generally relies on third-party transportation operators and distributors for the delivery of vehicles from the manufacturer to AutoChina’s stores. Delivery may be disrupted for various reasons, many of which are beyond AutoChina’s control, including natural disasters, weather conditions or social unrest and strikes, which could lead to delayed or lost deliveries. For example, recently the southern regions of China experienced the most severe winter weather in nearly 50 years, causing, among other things, severe disruptions to all forms of transportation for several weeks in late January and early February 2008. This natural disaster also impacted the delivery of vehicles to stores. In addition, transportation conditions are often generally difficult in some of the regions where AutoChina sells automobiles and commercial vehicles. AutoChina currently does not have business interruption insurance to offset these potential losses, delays and risks, so a material interruption of its business operations could severely damage its business.

AutoChina’s ongoing expansion into commercial vehicle financing may be costly, time-consuming and difficult. If AutoChina does not successfully expand this business, its results of operations and prospects would not be as positive as anticipated.

AutoChina’s future success is dependent upon its ability to successfully expand its commercial vehicle financing business which it commenced in April 2008. AutoChina opened 103 commercial vehicle financing centers in 2008 and plans to open an additional 47 centers in China in 2009. AutoChina has limited experience with this business and may not be able to expand its sales in its existing or new markets due to a variety of factors, including the risk that customers in some areas may be unfamiliar with its brand or the commercial vehicle financing business model. Furthermore, AutoChina may fail to anticipate and address competitive conditions in the commercial vehicle sales and lease market. These competitive conditions may make it difficult or impossible for AutoChina to effectively expand this business. If AutoChina’s expansion efforts in existing and new markets are unsuccessful, its results of operations and prospects would be materially and adversely affected.

If required financing for AutoChina’s commercial leasing business were not available or not available on acceptable terms, the commercial leasing business might not be able to expand as quickly as expected, reducing AutoChina’s operating results.

AutoChina’s ability to expand its commercial truck financing business is dependent on its ability to purchase commercial trucks for resale. Presently, such financing is arranged through financing arrangements with Beiguo Commercial Building Limited (“Beiguo”). The terms provided by Beiguo are on terms which are more favorable than AutoChina has historically been able to obtain from PRC commercial banks. However there can be no assurance that AutoChina can continue to receive such financing from Beiguo on such commercially favorable terms, or at all.

If financing from Beiguo were not available, AutoChina would fund its commercial vehicle purchases from its own cash reserves or financing provided by third-party financial institutions. There can be no assurance that AutoChina will have sufficient resources or be able to obtain adequate third party financing on as commercially favorable terms as that provided by Beiguo or at all. If suitable financing were not available, AutoChina would not be able to expand its commercial leasing business in as quickly as expected.

AutoChina may not succeed in identifying suitable acquisition targets, which could limit its ability to expand its operations and service offerings and enhance its competitiveness.

AutoChina has pursued and may in the future pursue strategic acquisition opportunities to increase its scale and geographic presence and expand the number of its product offerings. However, AutoChina may not be able to identify suitable acquisition or investment candidates, or, even if it does identify suitable candidates, it may not be able to complete those transactions on terms commercially favorable to it or at all, which could limit its competitiveness and its growth prospects.

AutoChina may face unforeseen liabilities and have difficulty integrating the operations of companies it acquires in the future.

If AutoChina acquires other companies in the future, it could face the following risks:

difficulty in assimilating the target company’s personnel, operations, products, services and technology into its operations;

the presence of unforeseen or unrecorded liabilities;

entry into unfamiliar markets;

inability to generate sufficient revenues to offset acquisition costs;

tax and accounting issues;

incurrence of significantly higher capital expenditures and operating expenses;

disrupting its ongoing business;

impairing relationships with employees, manufacturers and customers;

incorrectly valuing acquired entities; and

failing to obtain or retain key personnel at new or acquired dealerships.

In addition, employees from acquired companies may decide not to work with AutoChina or to leave shortly after joining it. These difficulties could disrupt AutoChina’s ongoing business, distract its management and current employees and increase its expenses, including write-offs or impairment charges. Acquired companies also may not perform to AutoChina’s expectations for various reasons, including the loss of key personnel, key distributors, key suppliers or key customers, and its strategic focus may change. As a result, AutoChina may not realize the benefits it anticipated from the acquisition. If AutoChina fails to integrate acquired businesses or realize the expected benefits, it may lose the return on the investment in these acquisitions or incur additional transaction costs and its operations may be negatively impacted as a result. Further, any acquisition or investment that AutoChina attempts, whether or not completed, or any media reports or rumors with respect to any such transactions, may adversely affect its competitiveness, its growth prospects, and the value of its ordinary shares.

AutoChina’s business is capital intensive and AutoChina’s growth strategy may require additional capital that may not be available on favorable terms or at all.

AutoChina has, in the past, entered into loan agreements in order to raise additional capital. AutoChina’s business requires significant capital and although it believes that its current cash, cash flow from operations and the cash of Spring Creek which will become available to the combined company upon consummation of the proposed acquisition will be sufficient to meet its present and reasonably anticipated cash needs, it may, in the future, require additional cash resources due to changed business conditions, implementation of its strategy to expand its store network or other investments or acquisitions it may decide to pursue. If AutoChina’s own financial resources are insufficient to satisfy its capital requirements, it may seek to sell additional equity or debt securities or obtain additional credit facilities following the acquisition. The sale of additional equity securities could result in dilution to AutoChina’s shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require AutoChina to agree to operating and financial covenants that would restrict its operations. Financing may not be available in amounts or on terms acceptable to AutoChina, if at all. Any failure by AutoChina to raise additional funds on terms favorable to it, or at all, could limit its ability to expand its business operations and could harm its overall business prospects.

Due to AutoChina’s rapid growth in recent years, its past results may not be indicative of its future performance and evaluating its business and prospects may be difficult.

AutoChina’s business has grown and evolved rapidly in recent years as demonstrated by its growth in net income for the nine months ended September 30, 2008 to $6.1 million, from $2.2 million for the prior period in 2007. AutoChina may not be able to achieve similar growth in future periods, and its historical operating results may not provide a meaningful basis for evaluating its business, financial performance and prospects. Therefore, you should not rely on AutoChina’s past results or its historical rate of growth as an indication of its future performance.

AutoChina requires various approvals, licenses, authorizations, certificates, filings and permits to operate its business and the loss of or failure to obtain or renew any or all of these approvals, licenses, authorizations, certificates, filings and permits could limit its ability to conduct its business.

In accordance with the laws and regulations of the PRC, AutoChina is required to maintain various approvals, licenses, authorizations, certificates, filings and permits in order to operate AutoChina’s business. AutoChina’s business could be affected by the promulgation of new laws and regulations introducing new requirements (such as new approvals, licenses, authorizations, certificates filings and/or permits). In addition, companies incorporated in the PRC will be required to pass an annual inspection conducted by the respective Administration of Industry and Commerce in order to retain valid business approvals, license, authorizations, certificates, filings and permits for their operations. As the PRC’s legislative system evolves, it is also not uncommon for new laws and regulations to be promulgated and put into effect on short notice. Failure to comply with these laws and regulations, pass these inspections, or the loss of or failure to renew its licenses, permits and certificates or any change in the government policies, could lead to temporary or permanent suspension of some of AutoChina’s business operations or the imposition of penalties on AutoChina, which could limit its ability to conduct its business.

Failure by AutoChina’s suppliers to introduce new models that are accepted by the market may cause it to lose market share and fail to gain the anticipated economic benefits of such new products

AutoChina’s future success will be largely dependent on the ability of AutoChina’s motor vehicles suppliers to launch new models to suit changing customers’ needs in China and to continually enhance the performance and reliability of their existing automobile models. If the vehicles manufactured by AutoChina’s suppliers do not receive the anticipated market reception or customer preferences or the market for its products change, AutoChina’s future development and market share in the industry, and therefor its overall financial condition, may be materially and adversely affected

Spring Creek’s ability to pay dividends and utilize cash resources of its subsidiaries after the proposed acquisition of AutoChina is dependent upon the earnings of, and distributions by, Spring Creek’s subsidiaries and jointly-controlled enterprises.

After giving effect to the proposed acquisition of AutoChina, Spring Creek will be a holding company with substantially all of AutoChina’s business operations conducted through its subsidiaries and jointly-controlled enterprises. Spring Creek’s ability to make dividend payments depends upon the receipt of dividends, distributions or advances from its subsidiaries and jointly-controlled enterprises. The ability of its subsidiaries and jointly-controlled enterprises to pay dividends or other distributions may be subject to their earnings, financial position, cash requirements and availability, applicable laws and regulations and to restrictions on making payments to Spring Creek contained in financing or other agreements. These restrictions could reduce the amount of dividends or other distributions that Spring Creek receives from its subsidiaries and jointly-controlled enterprises, which could restrict its ability to fund its business operations and to pay dividends to its shareholders. Spring Creek’s future declaration of dividends may or may not reflect its historical declarations of dividends and will be at the absolute discretion of the Board of Directors.

Wang Yan, the wife of the chairman and chief executive officer of AutoChina, Yong Hui Li, is the beneficial owner of a substantial amount of AutoChina’s ordinary shares and Ms. Wang may take actions with respect to such shares which are not consistent with the interests of the other shareholders.

Wang Yan, the wife of the chairman and chief executive officer of AutoChina, Yong Hui Li, beneficially owns approximately 100% of the outstanding ordinary shares of AutoChina, as of the date of this proxy, and following the acquisition she will beneficially own approximately 57.1% of the outstanding ordinary shares of the combined company, without taking into account Spring Creek’s outstanding warrants and assuming that there are no other changes to the number of ordinary shares outstanding. Under SEC rules, Mr. Li can be deemed to beneficially own such shares. Ms. Wang may take actions with respect to such shares without the approval of other shareholders and which are not consistent with the interests of the other shareholders, including the election of the directors and other corporate actions of the combined company such as:

its merger with or into another company;

a sale of substantially all of its assets; and

amendments to its memorandum and articles of incorporation.

The decisions of Ms. Wang may conflict with AutoChina’s interests or the interests of AutoChina’s other shareholders.

Risks Relating to the Motor Vehicle Industry in China

Contractual arrangements in respect of certain companies in the PRC may be subject to challenge by the relevant governmental authorities and may affect AutoChina’s investment and control over these companies and their operations.

According to Foreign Investment Industries Guidance Catalogue, which was introduced in 1995 and was later amended in 1997 (the “1995 Catalogue”), AutoChina’s motor vehicle distribution business was classified as “restricted,” and foreign enterprises were not allowed to own controlling equity stakes in restricted businesses. As a result, AutoChina has been conducting its operations in the PRC through various companies incorporated in the PRC and owned by PRC individuals under which AutoChina does not have direct equity interests but generally has the following rights:

(i)

the right to enjoy the economic benefits of these companies, to exercise management control over the operations of these companies, and to prevent leakages of assets and values to the registered owners of these companies; and

(ii)

the right to acquire, if and when permitted by PRC law, the equity interests in these companies at no consideration or for a nominal price.

Pursuant to these contractual arrangements, AutoChina is able to consolidate the financial results of Huiyin Investment, Hua An Investment, Kaiyuan Logistics and Kaiyuan Auto Trade (collectively referred to as the “the Auto Kaiyuan Companies”), which are accounted for as subsidiaries of AutoChina under the prevailing accounting principles. There can be no assurance that the relevant governmental authority will not challenge the validity of these contractual arrangements or that the governmental authorities in the PRC will not promulgate laws or regulations to invalidate such arrangements in the future. In March 2002, the State Development and Reform Commission and the Ministry of Commerce jointly promulgated a revised “Foreign Investment Industries Guidance Catalogue” (the “2002 Catalogue”) to replace the 1995 Catalogue. The 2002 Catalogue came into effect on April 1, 2002. In the 2002 Catalogue, general trading (excluding dealerships) and logistics businesses were added to the encouraged category. Enterprises falling under this category can be wholly owned by foreign enterprises. The 2002 Catalogue allows motor vehicle distribution businesses to be wholly owned by foreign enterprises by the end of 2006. In November 2004, a newly revised “Foreign Investment Industries Guidance Catalogue” (the “2004 Catalogue”) was promulgated to replace the 2002 Catalogue. The 2004 Catalogue came into effect on January 1, 2005 and did not amend the provisions in the 2002 Catalogue with respect to motor vehicle distribution. AutoChina intends to and is in the process of converting the existing contractual arrangements into direct equity interests owned by AutoChina.

AutoChina’s PRC Counsel, Zhong Lun Law Firm, advised that there is no foreseeable legal impediment to the conversion of these contractual arrangements to a direct ownership structure, or to the conversion of all of AutoChina’s other contractual arrangements since the applicable foreign investment restrictions have been lifted and conversion of all such arrangements would not adversely affect the tax payments and other financial matters of AutoChina. Due to the various necessary submission and approval procedures, the conversion for the above-mentioned companies is still in process. If before the completion of such conversion, any of these contractual arrangements is challenged by the governmental authorities, or the contracts for such arrangements are breached by the counterparties and AutoChina is unable to obtain a judgment to its favor to enforce its contractual rights, or if there is any change of the PRC laws or regulations to explicitly prohibit such arrangements, AutoChina may lose control over, and revenues from, these companies, which will materially affect AutoChina’s financial condition and results of operations. Such conversion may include various approvals from governmental authorities and submissions of related documents (e.g. proper land use rights certificates and/or tenancy agreements for buildings), therefore there can be no assurance that such approval may be obtained in due course.

Excess supply in the PRC automobile market could reduce AutoChina’s profits and growth.

Automobile sales in the PRC have been growing rapidly between 2001 and 2007, and this growth has encouraged industry participants to enter the automobile retail market through import or expansion of production capacities. This may have resulted, and may continue to result, in an excess supply of automobiles in the market, particularly in light of the recent economic slowdown in China and around the world, which in turn can reduce AutoChina’s car and truck sales.

Imposition of fuel economy standards on PRC automotive manufacturers and the proposed imposition of higher automobile consumption taxes may have a negative effect on the revenues and profits of PRC automobile importers, dealers and distributors, including AutoChina

The PRC government adopted new automobile consumption taxes on April 1, 2006 which increased the consumption tax rate on passenger cars with cylinder capacity of more than 2.0 litres. In particular, the tax on passenger cars with a cylinder capacity of more than 2.0 litres and up to 2.5 litres has been increased by 1%; those with a cylinder capacity of more than 2.5 litres and up to 3.0 litres has been increased by 4%; those with a cylinder capacity of more than 3.0 litres and up to 4.0 litres has been increased by 7%; and those with a cylinder capacity of more than 4.0 litres has been increased by 12%. AutoChina cannot assure that the automobile consumption tax rate will not be raised in the future, which would increase the costs of vehicles with relatively large cylinder capacity. Car importers, dealers and distributors in the PRC might not be able to successfully pass on the tax increase as higher prices to customers. Even if such increased costs are added to selling prices, such increase in prices could result in a decline in vehicle sales. Such an increase in cost of good sold or decline in demand may have an adverse effect on the revenues and profits of car importers, dealers and distributors in the PRC, including AutoChina.

Automobile importers, dealers and distributors in the PRC, including AutoChina, may expend considerable resources in order to comply with the Regulations on Recall of Defective Automotive Products, which took effect in October 2004.

The PRC’s Regulations on Recall of Defective Automotive Products came into effect on October 1, 2004. This regulation requires automotive distributors to assist automobile manufacturers to undertake service actions or recall campaigns. Any such actions or campaigns may require automotive distributors to expend considerable resources in detecting and reporting to the regulatory authorities of any potential design defects, defective component parts or assembly defects in the automobile-related products distributed, which could influence purchasing decisions of potential purchasers of the vehicles distributed by AutoChina or adversely affect the reputation of the products distributed by AutoChina, thereby negatively affecting sales and profitability of AutoChina. Material failures by automobile distributors to perform their obligations under such regulations may also subject the distributors to certain penalties and fines.

The proposed adoption of the “three guarantees” policy on vehicles sold in the PRC may have a negative effect on the revenues and profits of AutoChina.

The PRC government is considering adopting the Regulations on Non-Commercial Passenger Vehicle Repair, Exchange and Return Responsibilities (commonly referred to as the “three guarantees” policy) in the near future. The new regulations are designed to make it easier for buyers of vehicles which are to be used for non-commercial purposes to hold the dealers primarily responsible for quality defects in motor vehicles, regardless of the contractual allocation of such liabilities between the manufacturers and dealers. These regulations provide, among other things, that a purchaser can return a vehicle to the dealers at no cost or, in some circumstances, at a nominal cost, if (i) a major quality problem occurs within 30 days of the purchase or, (ii) such vehicle has the same quality problem after five repair attempts or (iii) the aggregate time for all quality-related repairs of such vehicle exceeds 35 days over a specified term (usually two years).

If these regulations are introduced as described above or in a similar form, the costs of compliance with such regulations and the potential product defect liability, if it occurs, could reduce AutoChina’s profitability. Even if AutoChina passes along such costs to consumers in the form of higher selling prices, the increase in sales prices could cause a decline in market demand and result in a material adverse effect on the revenues and profits of AutoChina.

Any trade or other political disputes between countries may affect AutoChina’s selection of motor vehicles to be imported and sales turnover.

Approximately 2.1% of the motor vehicles sold by AutoChina are imported from Japan, Europe and U.S. . There may be occasions when trade or other political disputes or tensions arise between countries of imports and the countries of exports which are beyond AutoChina’s control. Depending on the response of society to the government’s stance to such disputes, the demand for the products imported from the countries which are subject to the trade disputes may be affected, and hence affect AutoChina’s selection of the product as well as the overall sales turnover. There is no assurance that the customers would prefer one brand over the other or the vehicles made by one country over the other country. In any of such events, this will cause a decline in AutoChina’s sales turnover and affect AutoChina’s financial condition and results of operations.

Fuel shortages and fluctuations in fuel prices may adversely affect the demand for automobiles.

Fuel prices are inherently volatile have experienced significant rise from 2001 to 2008. Any surge in fuel prices will have an adverse effect on world economies and, in particular, on the world’s automobile industries. For example, in 2007, rising global oil prices and rising demand for fuel have led to fuel shortages in China. This is due in part to increased automobile ownership as well as government controls over fuel prices.

If the PRC central government continues to control the price of domestic refined oil to stabilize the market and demand for fuel in China continues to increase in line with rising annual GDP, it is possible that further shortages will occur. If the cost of fuel in the China continues to increase, consumers may elect to use alternative means of transportation, and demand for automobiles, particularly those with larger engine capacities, may decline.

Risks Relating to the Acquisition

The combined company’s working capital could be reduced if shareholders exercise their redemption rights.

Pursuant to Spring Creek’s Memorandum and Articles of Association, holders of shares purchased in Spring Creek’s initial public offering may vote against the acquisition and demand that Spring Creek redeem their shares for pro rata portions of the trust account, net of taxes payable and up to $1,050,000 of interest earned on the trust account that has been released to Spring Creek to fund its working capital and repay management loans, as of the record date. Spring Creek and AutoChina will not consummate the acquisition if holders of 2,070,000 or more shares exercise these redemption rights. To the extent the acquisition is consummated and holders have demanded to so redeem their shares, there will be a corresponding reduction in the amount of funds available to the combined company following the acquisition. As of March 5, 2009, the record date, assuming the acquisition is approved, the maximum amount of funds that could be disbursed to Spring Creek’s shareholders upon the exercise of their redemption rights is approximately $16.3 million.

If any funds held in Spring Creek’s trust account are used to purchase ordinary shares of Spring Creek from holders who would have otherwise voted against the transaction, Spring Creek’s shareholders who purchased shares in Spring Creek’s initial public offering may be entitled to rescission rights.

Spring Creek’s initial public offering prospectus did not disclose that funds in the trust account might be used to purchase shares of its common stock from holders thereof who have indicated their intention to vote against the acquisition and convert their shares into cash. Consequently, such use of the funds in the trust account might be grounds for a holder of Spring Creek’s public stock who purchased such shares in Spring Creek’s initial public offering, to seek rescission of the purchase of the units the holder acquired in the IPO. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in value of the shares caused by the alleged violation, together with interest, while retaining the shares.

The combined company’s working capital could be reduced if Spring Creek repurchases shares in the market.

Pursuant to Spring Creek’s Amended and Restated Memorandum and Articles of Association, holders of shares purchased in Spring Creek’s initial public offering may vote against the acquisition and demand that Spring Creek redeem their shares for pro rata portions of the trust account, net of taxes payable and up to $1,050,000 of interest earned on the trust account that has been released to Spring Creek to fund its working capital and repay management loans, as of the record date. Spring Creek and AutoChina will not consummate the acquisition if holders of 2,070,000 or more shares exercise these redemption rights. Spring Creek may elect to repurchase shares in the open market or otherwise in order to reduce the number of public shareholders who may exercise their redemption rights. To the extent the acquisition is consummated and Spring Creek has purchased shares in the open market or otherwise, there will be a corresponding reduction in the amount of funds available to the combined company following the acquisition.

If outstanding warrants are exercised, the underlying ordinary shares will be eligible for future resale in the public market. “Market overhang” from the warrants results in dilution and could reduce the market price of the ordinary shares.

Outstanding warrants and unit purchase options to purchase an aggregate of 8,962,500 ordinary shares issued in connection with Spring Creek’s initial public offering and the private placement that took place immediately prior to the initial public offering will become exercisable after consummation of the acquisition. If they are exercised, a substantial number of additional shares of Spring Creek ordinary shares will be eligible for resale in the public market, which may reduce the market price.

Registration rights held by Spring Creek’s initial shareholders who purchased shares prior to Spring Creek’s initial public offering and to be granted to AutoChina’s shareholders in connection with the acquisition could reduce the market price of Spring Creek’s ordinary shares.

Spring Creek’s initial shareholders who purchased ordinary shares prior to its initial public offering are entitled to demand that Spring Creek register the resale of their shares and shares underlying their units and warrants at any time after they are released from escrow. If such shareholders exercise their registration rights with respect to all of their shares, there will be an additional 1,293,750 ordinary shares eligible for trading in the public market. In addition, in connection with the acquisition, Spring Creek will issue approximately 8,606,250 ordinary shares to AutoChina’s existing shareholders, plus pursuant to an earn-out provision in the share exchange agreement, Spring Creek has agreed to issue to AutoChina’s current shareholder between 5% and 20% of the number of ordinary shares outstanding as of December 31 of the fiscal year immediately prior to such earn-out issuance for achieving a certain minimum EBITDA and certain Targeted EBITDA Growth (each as defined in the share exchange agreement) in each of the next five years, through the year ended December 31, 2013. The holders of these shares will be entitled to demand that Spring Creek register the resale of their shares at any time any time after six (6) months following the consummation of the acquisition. The presence of these additional shares may reduce the market price of Spring Creek’s ordinary shares.

Spring Creek’s directors and officers have interests in the acquisition that are different from yours, because if the acquisition is not approved, their shares may become worthless.

In considering the recommendation of Spring Creek’s Board of Directors to vote to approve the acquisition, you should be aware that Spring Creek’s directors, officers and initial shareholders have agreements or arrangements that provide them with interests in the acquisition that differ from, or are in addition to, those of Spring Creek shareholders generally. Spring Creek’s initial shareholders, including its directors and officers, are not entitled to receive any of the funds that would be distributed upon liquidation of the trust account. Therefore, if the acquisition is not approved, the 1,293,750 original shares and 1,430,000 insider warrants may become worthless. The personal and financial interests of directors and officers may have influenced their motivation in identifying and selecting a target business and in timely completion of a business combination. Consequently, their discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in the best interests of Spring Creek’s shareholders.

Because Spring Creek does not intend to pay dividends on its ordinary shares, shareholders will benefit from an investment in Spring Creek’s ordinary shares only if it appreciates in value.

Spring Creek has never declared or paid any cash dividends on its ordinary shares. Following the acquisition, Spring Creek currently intends to retain all future earnings, if any, for use in the operations and expansion of the business. As a result, Spring Creek does not anticipate paying cash dividends in the foreseeable future. Any future determination as to the declaration and payment of cash dividends will be at the discretion of Spring Creek’s Board of Directors and will depend on factors Spring Creek’s Board of Directors deems relevant, including among others, Spring Creek’s results of operations, financial condition and cash requirements, business prospects, and the terms of Spring Creek’s credit facilities and other financing arrangements. Accordingly, realization of a gain on shareholders’ investments will depend on the appreciation of the price of Spring Creek’s ordinary shares. There is no guarantee that Spring Creek’s ordinary shares will appreciate in value.

Spring Creek’s securities are quoted on the OTC Bulletin Board, which may limit the liquidity and price of its securities more than if the securities were quoted or listed on the Nasdaq market.

Spring Creek’s securities are quoted on the OTC Bulletin Board, a NASD-sponsored and operated inter-dealer automated quotation system. Quotation of Spring Creek’s securities on the OTC Bulletin Board will limit the liquidity and price of its securities more than if the securities were quoted or listed on Nasdaq.

Risks to Spring Creek’s Shareholders

Spring Creek may choose to redeem its outstanding warrants at a time that is disadvantageous to the warrant holders.

Subject to there being a current prospectus under the Securities Act of 1933, Spring Creek may redeem all of its outstanding warrants at any time after they become exercisable at a price of $.01 per warrant, upon a minimum of 30 days prior written notice of redemption if, and only if, the last sale price of Spring Creek’s ordinary shares equals or exceeds $11.50 per share for any 20 trading days within a 30 trading day period ending three business days before Spring Creek sends the notice of redemption. Calling all of Spring Creek’s outstanding warrants for redemption could force the warrant holders:

To exercise the warrants and pay the exercise price for such warrants at a time when it may be disadvantageous for the holders to do so;

To sell the warrants at the then current market price when they might otherwise wish to hold the warrants; or

To accept the nominal redemption price which, at the time the warrants are called for redemption, is likely to be substantially less than the market value of the warrants.

Spring Creek’s warrant holders may not be able to exercise their warrants, which may create liability for Spring Creek.

Holders of the warrants Spring Creek issued in its initial public offering and private placement will be able to receive shares upon exercise of the warrants only if (i) a current registration statement under the Securities Act of 1933 relating to the shares of its ordinary shares underlying the warrants is then effective and (ii) such shares are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of warrants reside. Although Spring Creek has agreed to use its best efforts to maintain a current registration statement covering the shares underlying the warrants to the extent required by federal securities laws, and Spring Creek intends to comply with such agreement, Spring Creek cannot assure you that it will be able to do so. In addition, some states may not permit Spring Creek to register the shares issuable upon exercise of its warrants for sale. The value of the warrants will be greatly reduced if a registration statement covering the shares issuable upon the exercise of the warrants is not kept current or if the securities are not qualified, or exempt from qualification, in the states in which the holders of warrants reside. Holders of warrants who reside in jurisdictions in which the shares underlying the warrants are not qualified and in which there is no exemption will be unable to exercise their warrants and would either have to sell their warrants in the open market or allow them to expire unexercised. If and when the warrants become redeemable by Spring Creek, Spring Creek may exercise its redemption right even if Spring Creek is unable to qualify the underlying securities for sale under all applicable state securities laws. Since Spring Creek’s obligations in this regard are subject to a “best efforts” standard, it is possible that, even if Spring Creek is able to successfully assert a defense to a claim by warrant holders due to the impossibility of registration, a court may impose monetary damages on Spring Creek to compensate warrant holders due to the change in circumstances that led to Spring Creek being unable to fulfill its obligations.

Failure to complete the acquisition could reduce the market price of Spring Creek’s ordinary shares and may make it more difficult for Spring Creek to attract another acquisition candidate, resulting, ultimately, in the disbursement of the trust proceeds, causing some investors to experience a loss on their investment.

If the acquisition is not completed for any reason, Spring Creek may be subject to a number of material risks, including:

The market price of its ordinary shares may decline if the current market price of its ordinary shares reflects a market assumption that the acquisition will be consummated;

Costs related to the acquisition, such as legal and accounting fees and the costs of the fairness opinion, must be paid even if the acquisition is not completed; and

Charges will be made against earnings for transaction-related expenses, which could be higher than expected.

Such decreased market price and added costs and charges of the failed acquisition, together with the history of failure in consummating an acquisition, may make it more difficult for Spring Creek to attract another acquisition candidate, resulting, ultimately, in the disbursement of the trust proceeds, which could cause investors to experience a loss on their investment.

If holders of Spring Creek’s ordinary shares purchased in Spring Creek’s initial public offering owning 40% or more of the ordinary shares issued in its initial public offering decide to vote against the acquisition and opt to redeem their shares for cash, Spring Creek may be forced to dissolve and liquidate, shareholders may receive less than $8.00 per share, and Spring Creek’s warrants may expire worthless.

Under the terms of Spring Creek’s Amended and Restated Memorandum and Articles of Association, if holders of Spring Creek’s ordinary shares purchased in Spring Creek’s initial public offering owning 40% or more of the ordinary shares issued in its initial public decide to vote against the acquisition and opt to redeem their shares for cash, Spring Creek may ultimately be forced to dissolve and liquidate. Although Spring Creek will continue to search to acquire an operating company in located in the Greater China region, Spring Creek’s Amended and Restated Memorandum and Articles of Association requires Spring Creek to liquidate if it does not complete a business combination by September 4, 2009, or September 4, 2010 if Spring Creek enters into a letter of intent, an agreement in principle or a definitive agreement to complete a business combination prior to September 4, 2009, but is unable to complete a business combination by such date. Spring Creek signed a definitive agreement with AutoChina on February 4, 2009, and therefore has until September 4, 2010 to complete the acquisition. If Spring Creek does not consummate the acquisition of AutoChina by that time, it will be forced to dissolve and liquidate in accordance with the provisions of Cayman Islands law.

In any liquidation, the net proceeds of Spring Creek’s initial public offering held in the trust account, plus any interest earned thereon (net of taxes payable and up to $1,050,000 of interest earned on the trust account that may be released to Spring Creek to fund its working capital and repay management loans), will be distributed on a pro rata basis to the holders of Spring Creek’s ordinary shares issued in Spring Creek’s initial public offering. At the time of the consummation of the acquisition, Spring Creek anticipates that the amount in trust will be approximately $40,671,000. Based on that number, the per share liquidation price would be approximately $7.86, or $0.14 less than the price ($8.00 per unit) that Spring Creek sold each unit for in its initial public offering. The proceeds deposited in the trust account could, however, become subject to the claims of Spring Creek’s creditors which could be prior to the claims of Spring Creek’s public shareholders. Spring Creek cannot assure you that the actual per share liquidation price will not be less than $7.86, plus interest (net of taxes payable), due to claims of creditors. Furthermore, there will be no distribution with respect to Spring Creek’s outstanding warrants and, accordingly, the warrants will expire worthless.

If Spring Creek is unable to consummate a business combination, its public shareholders will be forced to wait until at least September 4, 2010 before receiving liquidation distributions.

If the proposed acquisition is not approved, Spring Creek has until September 4, 2010 in which to complete a business combination. Spring Creek has no obligation to return funds to investors prior to such date unless Spring Creek consummates a business combination prior thereto. Only after the expiration of this time period will public shareholders be entitled to liquidation distributions if Spring Creek is unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until such date.

Spring Creek’s shareholders may be held liable for claims by third parties against Spring Creek to the extent of distributions received by them.

Spring Creek’s Amended and Restated Memorandum and Articles of Association provides that Spring Creek will continue in existence until September 4, 2010. If Spring Creek has not completed a business combination by such date and amended this provision in connection thereto, its corporate existence will cease except for the purposes of winding-up Spring Creek’s affairs and liquidating. As a result, this has the same effect as if Spring Creek had formally went through a voluntary liquidation procedure under the Companies Law (2007 Revision) of the Cayman Islands, referred to in this proxy as the Companies Law. In such a situation under the Companies Law, a liquidator would give at least 21 days’ notice to creditors of his intention to make a distribution by notifying known creditors (if any) who have not submitted claims and by placing a public advertisement in the Cayman Islands Official Gazette, although in practice this notice requirement need not necessarily delay the distribution of assets as the liquidator may be satisfied that no creditors would be adversely affected as a consequence of a distribution before this time period has expired. Spring Creek anticipates the trust account would be liquidated shortly following expiration of the 21 day period. As soon as the affairs of the company are fully wound-up, the liquidator must present his final report and accounts before a final general meeting which must be called by a public notice at least one month before it takes place. After the final meeting, the liquidator must make a return to the Registrar confirming the date on which the meeting was held and three months after the date of such filing the company is dissolved.

Additionally, in any liquidation proceedings of the company under Cayman Islands’ law, the funds held in Spring Creek’s trust account may be included in its estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any such claims deplete the trust account, Spring Creek cannot assure you it will be able to return to its public shareholders the liquidation amounts payable to them. Furthermore, a liquidator of the company might seek to hold a shareholder liable to contribute to Spring Creek’s estate to the extent of distributions received by them pursuant to the dissolution of the trust account beyond the date of dissolution of the trust account. Additionally, Spring Creek cannot assure you that third parties will not seek to recover from its shareholders amounts owed to them by Spring Creek. Furthermore, Spring Creek’s Board of Directors may be viewed as having breached their fiduciary duties to Spring Creek’s creditors and/or may have acted in bad faith, and thereby exposing itself and Spring Creek to claims for having paid public shareholders from the trust account prior to addressing the claims of creditors. Spring Creek cannot assure you that claims will not be brought against Spring Creek for these reasons.

If Spring Creek is unable to consummate a transaction prior to September 4, 2010, its purpose and powers will be limited to dissolving, liquidating and winding up. Upon notice from Spring Creek, the trustee of the trust account will distribute the amount in Spring Creek’s trust account to Spring Creek’s public shareholders as part of Spring Creek’s plan of dissolution and distribution. Concurrently, Spring Creek will pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although Spring Creek cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the trust account for such purpose, James Sha and Diana Liu have agreed that they will be jointly and severally liable (on a pro rata basis relative to the number of initial shares owned by them prior to the completion of the acquisition) to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Spring Creek for services rendered or contracted for or products sold to Spring Creek.

If Spring Creek is forced to declare insolvency or a case for involuntary liquidation is filed against it which is not dismissed, the proceeds held in the trust account will be subject to applicable Cayman Islands’ insolvency law, and may be included in Spring Creek’s estate and subject to the claims of third parties with priority over the claims of Spring Creek’s shareholders. Furthermore, because Spring Creek intends to distribute the proceeds held in the trust account to its public shareholders promptly after the approval of the proposal to acquire AutoChina and the proposals to amend Spring Creek’s Amended and Restated Memorandum and Articles of Association, this may be viewed or interpreted as giving preference to Spring Creek’s public shareholders over any potential creditors with respect to access to or distributions from Spring Creek’s assets. Furthermore, the Spring Creek Board of Directors may be viewed as having breached its fiduciary duties to Spring Creek’s creditors and/or may have acted in bad faith, and thereby exposing itself and Spring Creek to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. Spring Creek cannot assure you that claims will not be brought against it for these reasons.

If third parties bring claims against Spring Creek, the proceeds held in the trust account could be reduced and the per share liquidation price received by shareholders could be less than $7.86 per share.

Spring Creek’s placement of funds in trust may not protect those funds from third party claims against it. Although Spring Creek has sought to have vendors, potential target businesses, consultants or other entities with which Spring Creek does business execute valid and enforceable agreements waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of Spring Creek’s public shareholders, not all have executed such agreements. Those parties who have not entered into such agreements may have claims they will attempt to assert, and those who have may claim that the waiver is unenforceable or assert claims based on fraudulent inducement, breach of fiduciary responsibility or other similar claims. Nor is there any guarantee that, even if such entities have executed such agreements with Spring Creek, they will not seek recourse against the trust account. A court could also conclude that such agreements are not legally enforceable. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of Spring Creek’s public shareholders.

If Spring Creek liquidates before the completion of a business combination and distributes the proceeds held in trust to Spring Creek’s public shareholders, James Sha and Diana Liu have contractually agreed with Spring Creek that they will be severally liable (on a pro rata basis relative to the number of initial shares owned by them prior to the completion of Spring Creek’s initial public offering) to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Spring Creek for services rendered or contracted for or products sold to Spring Creek. Because many of Spring Creek’s vendors, potential target businesses, consultants or other entities with which Spring Creek has done business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of Spring Creek’s public shareholders, Spring Creek believes the likelihood of Spring Creek’s officers and directors having any such obligations is minimal. Notwithstanding the foregoing, Spring Creek has questioned James Sha and Diana Liu on their financial net worth and reviewed their financial information and believe they will be able to satisfy any indemnification obligations that may arise, although there can be no assurance of this. Furthermore, if they refused to satisfy their obligations, Spring Creek would be required to bring a claim against them to enforce Spring Creek’s indemnification rights. Therefore, Spring Creek cannot assure you that the per-share distribution from the trust fund, if Spring Creek liquidates, will not be less than $7.86, plus interest then held in the trust fund, due to such claims.

Additionally, if Spring Creek is forced to declare insolvency or a case for involuntary liquidation is filed against it which is not dismissed, the proceeds held in the trust account will be subject to applicable Cayman Islands insolvency law, and may be included in Spring Creek’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Spring Creek’s shareholders. To the extent any such claims deplete the trust account, Spring Creek cannot assure you Spring Creek will be able to return to Spring Creek’s public shareholders at least $7.86 per share.

Limited ability to evaluate the target business’ management.

Although Spring Creek closely examined the management of AutoChina, Spring Creek cannot assure you that its assessment of AutoChina’s management will prove to be correct, or that future management will have the necessary skills, qualifications or abilities to manage its business successfully. Essentially, all of the serving management of AutoChina will remain with the combined company, and will for the most part run its day to day operations. Certain members of Spring Creek’s current Board of Directors will remain directors of Spring Creek subsequent to the acquisition.

Risks Relating to the Combined Company’s Corporate Structure and Restrictions on its Industry

Substantial uncertainties and restrictions exist with respect to the interpretation and application of PRC laws and regulations relating to the description of operating business. If the PRC government finds that the structure AutoChina has adopted for its business operations does not comply with PRC laws and regulations, AutoChina could be subject to severe penalties, including the shutting down of its Chinese operating subsidiaries.

Foreign ownership of retailing businesses is subject to significant restrictions under current PRC laws and regulations. The PRC government regulates the retailing businesses through strict business licensing requirements and other government regulations.

Because AutoChina is a Cayman Islands company and it holds the equity interests of its PRC subsidiaries indirectly through Fancy Think, a Hong Kong company, its PRC subsidiaries are treated as foreign invested enterprises under PRC laws and regulations. To comply with PRC laws and regulations, AutoChina conducts its operations in China through a series of contractual arrangements entered into with the Auto Kaiyuan Companies and their shareholder (the “Enterprise Agreements”). Pursuant to the Enterprise Agreements, AutoChina has exclusive rights to obtain the economic benefits and assume the business risks of the Auto Kaiyuan Companies from their shareholders, and generally has control of the Auto Kaiyuan Companies. The Auto Kaiyuan Companies are considered variable interest entities, and AutoChina is the primary beneficiary. AutoChina’s relationships with the Auto Kaiyuan Companies and their shareholder are governed by the Enterprise Agreements between Chuanglian, a wholly owned subsidiary of AutoChina, and each of the Auto Kaiyuan Companies, which are the operating companies of AutoChina in the PRC. The Auto Kaiyuan Companies hold and its subsidiaries hold the relevant business licenses to carry out the business

As a result of these contractual arrangements, AutoChina controls the Auto Kaiyuan Companies and, accordingly, under U.S. GAAP, the Auto Kaiyuan Companies consolidate their operating results in the combined company’s financial statements. For a description of these contractual arrangements, see “Information About AutoChina”

The relevant PRC regulatory authorities have broad discretion in determining whether a particular contractual structure is in violation of law.

Furthermore, if the combined company’s ownership structure, contractual arrangements and businesses, its PRC subsidiaries and Auto Kaiyuan Companies are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, including:

revoking the business and operating licenses of the combined company’s PRC subsidiaries or Auto Kaiyuan Companies, which business and operating licenses are essential to the operation of the combined company’s business;

levying fines;

confiscating the combined company’s income or the income of its PRC subsidiaries or Auto Kaiyuan Companies;

shutting down its commercial vehicle financing and sales of branded automobiles businesses;

discontinuing or restricting its operations or the operations of the combined company’s PRC subsidiaries or Auto Kaiyuan Companies;

imposing conditions or requirements with which AutoChina, the combined company’s PRC subsidiaries or Auto Kaiyuan Companies may not be able to comply;

requiring the combined company, the combined company’s PRC subsidiaries or Auto Kaiyuan Companies to restructure their relevant ownership structure, operations or contractual arrangements;

restricting or prohibiting the combined company’s use of the proceeds from Spring Creek’s initial public offering to finance its business and operations in China; and

taking other regulatory or enforcement actions that could be harmful to the business of the Auto Kaiyuan Companies.

If the regulatory authorities take any of the above-mentioned measures against Spring Creek, the combined company may have to cease its business operations and its reputation will be severely damaged, which in turn will materially and negatively affect Spring Creek’s financial condition and results of operations.

If the Auto Kaiyuan Companies fail to obtain and maintain the requisite licenses and approvals held by it under the complex regulatory environment for retailing businesses in China, the combined company’s business, financial condition and results of operations may be materially and adversely affected.

The retailing industry in China is regulated by the PRC government. Various regulatory authorities of the central PRC government, such as Ministry of Commerce, are empowered to issue and implement regulations governing various aspects of the retailing industry.

The Auto Kaiyuan Companies are required to obtain and maintain applicable licenses or approvals from different regulatory authorities in order to provide its current services. The Auto Kaiyuan Companies have obtained primary approvals including the business licenses to conduct the retailing of automotive business. If the Auto Kaiyuan Companies fail to obtain or maintain any of the required licenses, its continued business operations in the automotive industry may subject it to various penalties, such as confiscation of illegal revenues, fines and the discontinuation or restriction of its operations. Any such disruption in the business operations of the Auto Kaiyuan Companies will materially and adversely affect Spring Creek’s business, financial condition and results of operations.

The shareholder of the Auto Kaiyuan Companies may have potential conflicts of interest with the combined company, which may materially and adversely affect the combined company’s business and financial condition.

AutoChina has contractual arrangements with respect to operating the business with the Auto Kaiyuan Companies, and the shareholder of Auto Kaiyuan Companies is Kaiyuan Real Estate, a company registered in the PRC and wholly-owned by AutoChina’s Chairman and CEO, Mr. Yong Hui Li. Although Auto Kaiyuan Companies and Kaiyuan Real Estate have given undertakings to act in the best interests of AutoChina, Spring Creek cannot assure you that when conflicts arise, these individuals will act in the combined company’s best interests or that conflicts will be resolved in the combined company’s favor.

AutoChina may lose the ability to use and enjoy assets held by the Auto Kaiyuan Companies that are important to the operation of its business if such entity goes bankrupt or becomes subject to a dissolution or liquidation proceeding.

As part of AutoChina’s contractual arrangements with the Auto Kaiyuan Companies and their shareholders, the Auto Kaiyuan Companies hold certain assets that are important to the operation of the combined company’s business. If the Auto Kaiyuan Companies go bankrupt and all or part of its assets become subject to liens or rights of third-party creditors, AutoChina may be unable to continue some or all of its business activities, which could materially and adversely affect its business, financial condition and results of operations. If the Auto Kaiyuan Companies undergo a voluntary or involuntary liquidation proceeding, the unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering AutoChina’s ability to operate AutoChina’s business, which could materially and adversely affect AutoChina’s business, financial condition and results of operations.

Contractual arrangements AutoChina has entered into among its subsidiaries and the Auto Kaiyuan Companies may be subject to scrutiny by the PRC tax authorities and a finding that the combined company or the Auto Kaiyuan Companies owe additional taxes could substantially reduce the combined company’s consolidated net income and the value of your investment.

Under PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. AutoChina could face adverse tax consequences if the PRC tax authorities determine that the contractual arrangements and transactions among its subsidiaries and the Auto Kaiyuan Companies do not represent an arm’s length price and adjust the income of the combined company’s subsidiaries or that of the Auto Kaiyuan Companies in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction, for PRC tax purposes, of expense deductions recorded by the Auto Kaiyuan Companies, which could in turn increase its respective tax liabilities. In addition, the PRC tax authorities may impose late payment fees and other penalties on the combined company’s affiliated entity for underpayment of taxes. The combined company’s consolidated net income may be materially and adversely affected if its affiliated entity’s tax liabilities increase or if it is found to be subject to late payment fees or other penalties.

General Risks Relating to Conducting Business in China

Adverse changes in political and economic policies of the PRC government could impede the overall economic growth of China, which could reduce the demand for automobiles and trucks and damage AutoChina’s business and prospects.

AutoChina conducts substantially all of its operations and generates most of its sales in China. Accordingly, AutoChina’s business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. The PRC economy differs from the economies of most developed countries in many respects, including:

the higher level of government involvement and regulation;

the early stage of development of the market-oriented sector of the economy;

the rapid growth rate;

the higher rate of inflation;

the higher level of control over foreign exchange; and

government control over the allocation of many resources.

As the PRC economy has been transitioning from a planned economy to a more market-oriented economy, the PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. While these measures may benefit the overall PRC economy, they may also have a negative effect on AutoChina.

Although the PRC government has in recent years implemented measures emphasizing the utilization of market forces for economic reform, the PRC government continues to exercise significant control over economic growth in China through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and imposing policies that impact particular industries or companies in different ways.

In the past 20 years, the PRC has been one of the world’s fastest growing economies measured in gross domestic product. However, in conjunction with recent slowdowns in economies of the United States and European Union, the growth rate in China has declined in recent quarters. Any further adverse change in the economic conditions or any adverse change in government policies in China could have a material adverse effect on the overall economic growth and the level of consumer spending in China, which in turn could lead to a reduction in demand for automobiles and consequently have a material adverse effect on AutoChina’s business and prospects.

The PRC legal system embodies uncertainties that could limit the legal protections available to AutoChina and its shareholders.

Unlike common law systems, the PRC legal system is based on written statutes and decided legal cases have little precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation since then has been to significantly enhance the protections afforded to various forms of foreign investment in China. the combined company’s PRC operating subsidiaries, Chuanglian, is wholly foreign-owned enterprise, and both will be subject to laws and regulations applicable to foreign investment in China in general and laws and regulations applicable to wholly foreign-owned enterprises in particular. The combined company’s PRC affiliated entities, the Auto Kaiyuan Companies, will be subject to laws and regulations governing the formation and conduct of domestic PRC companies. Relevant PRC laws, regulations and legal requirements may change frequently, and their interpretation and enforcement involve uncertainties. For example, the combined company may have to resort to administrative and court proceedings to enforce the legal protection that the combined company enjoys either by law or contract. However, since PRC 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 enjoys than under more developed legal systems. Such uncertainties, including the inability to enforce the combined company’s contracts and intellectual property rights, could materially and adversely affect the combined company’s business and operations. In addition, confidentiality protections in China may not be as effective as in the United States or other countries. Accordingly, Spring Creek cannot predict the effect of future developments in the PRC legal system, particularly with respect to the automobile sales and financing sectors, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to Spring Creek and other foreign investors, including you.

Fluctuations in exchange rates could result in foreign currency exchange losses.

Because substantially all of AutoChina’s revenues and expenditures are denominated in Renminbi and the cash of Spring Creek which will become available to the combined company upon the consummation of the proposed acquisition will be denominated in U.S. dollars, fluctuations in the exchange rate between the U.S. dollar and Renminbi will affect the relative purchasing power of such amounts and the amount AutoChina will spend in importing automobiles from overseas and AutoChina’s balance sheet and earnings per share in U.S. dollars following the acquisition. In addition, AutoChina reports its financial results in U.S. dollars, and appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would affect AutoChina’s financial results reported in U.S. dollars terms without giving effect to any underlying change in AutoChina’s business or results of operations. Fluctuations in the exchange rate will also affect the relative value of earnings from and the value of any U.S. dollar-denominated investments AutoChina makes in the future.

Since July 2005, the Renminbi has no longer been pegged to the U.S. dollar. Although currently the Renminbi exchange rate versus the U.S. dollar is restricted to a rise or fall of no more than 0.5% per day and the People’s Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the Renminbi may appreciate or depreciate significantly in value against the U.S. dollar in the medium- to long-term. Moreover, it is possible that in the future, PRC authorities may lift restrictions on fluctuations in the Renminbi exchange rate and lessen intervention in the foreign exchange market.

Very limited hedging transactions are available in China to reduce AutoChina’s exposure to exchange rate fluctuations. To date, AutoChina has not entered into any hedging transactions in an effort to reduce its exposure to foreign currency exchange risk. While AutoChina may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and AutoChina may not be able to successfully hedge AutoChina’s exposure at all. In addition, AutoChina’s currency exchange losses may be magnified by PRC exchange control regulations that restrict AutoChina’s ability to convert Renminbi into foreign currency.

The discontinuation of any of the preferential tax treatments currently available to the combined company’s PRC subsidiaries and the Auto Kaiyuan Companies could materially increase AutoChina’s tax liabilities.

Prior to January 1, 2008, under applicable PRC tax laws, companies established in China were generally subject to a state and local enterprise income tax, or EIT, at statutory rates of 30% and 3%, respectively.

Under the then applicable PRC tax laws, certain of AutoChina’s dealership subsidiaries were granted tax incentives in connection with compliance with the Employment Promotion Law and the Regulation for the Employment of Disabled Persons whereby the qualified subsidiaries were exempted from paying any income taxes for a period of two to three years or enjoyed a 50% discounted income tax rate. Effective January 1, 2008, the National People’s Congress of China enacted a new PRC Enterprise Income Tax Law, under which foreign invested enterprises and domestic companies are subject to enterprise income tax at a uniform rate of 25%.

Any increase in the enterprise income tax rate applicable to AutoChina could adversely affect AutoChina’s business, operating results and financial condition.

Under the New EIT Law, Spring Creek and AutoChina each may be classified as a “resident enterprise” of the PRC. Such classification could result in unfavorable tax consequences to Spring Creek, AutoChina and Spring Creek’s non-PRC shareholders.

Under the New EIT Law, 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, although the dividends paid to one resident enterprise from another may qualify as “tax-exempt income.” The implementing rules of the New EIT Law define de facto management as “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise. The New EIT Law and its implementing rules are relatively new and ambiguous in terms of some definitions, requirements and detailed procedures, and currently no official interpretation or application of this new “resident enterprise” classification is available; therefore, it is unclear how tax authorities will determine tax residency based on the facts of each case.

If the PRC tax authorities determine that Spring Creek and AutoChina each is a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, each of Spring Creek and AutoChina may be subject to enterprise income tax at a rate of 25% on its worldwide taxable income, as well as PRC enterprise income tax reporting obligations. Second, although under the New EIT Law and its implementing rules, dividends paid to Spring Creek from AutoChina’s PRC subsidiaries through AutoChina’s Hong Kong sub-holding company, assuming each such company is a “resident enterprise,” should qualify as “tax-exempt income,” Spring Creek cannot guarantee that such dividends will not be subject to withholding tax. Finally, the new “resident enterprise” classification could result in a situation in which a 10% withholding tax is imposed on dividends Spring Creek pays to its non-PRC shareholders and with respect to gains derived by Spring Creek’s non-PRC shareholders from transferring Spring Creek’s shares, if such income is considered PRC-sourced income by the relevant PRC authorities.

If any such PRC taxes apply, a non-PRC 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). You should consult with your own tax advisors regarding the applicability of any taxes, the effects of any applicable income tax treaties, and any available foreign tax credits.

In addition to the uncertainty in how the new “resident enterprise” classification could apply, it is also possible that the rules may change in the future, possibly with retroactive effect. AutoChina is actively monitoring the possibility of “resident enterprise” treatment for the 2008 tax year and Spring Creek and the combined company are evaluating appropriate organizational changes to avoid this treatment, to the extent possible.

PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent the combined company from using the proceeds the combined company expect to receive from the acquisition to make loans to the combined company’s PRC subsidiaries and PRC affiliated entity or to make additional capital contributions to the combined company’s PRC subsidiaries, which could materially and adversely affect the combined company’s liquidity and the combined company’s ability to fund and expand its business.

The combined company will be a Cayman Islands holding company conducting its operations in China through its PRC subsidiaries and its PRC affiliated entity, the Auto Kaiyuan Companies. Any loans the combined company makes to its PRC subsidiaries cannot exceed statutory limits and must be registered with the State Administration of Foreign Exchange, or SAFE, or its local counterparts. Under applicable PRC law, the government authorities must approve a foreign-invested enterprise’s registered capital amount, which represents the total amount of capital contributions made by the shareholders that have registered with the registration authorities. In addition, the authorities must also approve the foreign-invested enterprise’s total investment, which represents the total statutory capitalization of the company, equal to the company’s registered capital plus the amount of loans it is permitted to borrow under the law. The ratio of registered capital to total investment 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 PRC law. The combined company might have to make capital contributions to its subsidiaries to maintain the statutory minimum registered capital and total investment ratio, and such capital contributions involve uncertainties of their own, as discussed below. Furthermore, even if the combined company makes loans to its PRC subsidiaries that do not exceed their current maximum amount of borrowings, the combined company will have to register each loan with SAFE or its local counterpart for the issuance of a registration certificate of foreign debts. In practice, it could be time-consuming to complete such SAFE registration process.

Any loans the combined company makes to its PRC affiliated entity, which is treated as a PRC domestic company rather than a foreign-invested enterprise under PRC law, are also subject to various PRC regulations and approvals. Under applicable PRC regulations, international commercial loans to PRC domestic companies are subject to various government approvals.

Spring Creek cannot assure you that the combined company 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 the combined company to its PRC subsidiaries or PRC affiliated entity or with respect to future capital contributions by the combined company to its PRC subsidiaries. If the combined company fails to complete such registrations or obtain such approvals, the combined company’s ability to capitalize or otherwise fund its PRC operations may be negatively affected, which could adversely and materially affect its liquidity and its ability to fund and expand its business.

A failure by AutoChina’s shareholders or beneficial owners who are PRC citizens or residents to comply with certain PRC foreign exchange regulations could restrict AutoChina’s ability to distribute profits, restrict AutoChina’s overseas and cross-border investment activities or subject the combined company to liability under PRC laws, which could adversely affect AutoChina’s business and financial condition.

In October 2005, SAFE issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75. SAFE Circular 75 states that PRC citizens or residents must register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas equity financing involving a roundtrip investment whereby the offshore entity acquires or controls onshore assets or equity interests held by the PRC citizens or residents. In addition, such PRC citizens or residents must update their SAFE registrations when the offshore SPV undergoes material events relating to increases or decreases in investment amount, transfers or exchanges of shares, mergers or divisions, long-term equity or debt investments, external guarantees, or other material events that do not involve roundtrip investments. To further clarify the implementation of SAFE Circular 75, SAFE issued SAFE Circular 106 on May 29, 2007. Under SAFE Circular 106, PRC subsidiaries of an offshore company governed by SAFE Circular 75 are required to coordinate and supervise the filing of SAFE registrations in a timely manner by the offshore holding company’s shareholders who are PRC residents. If these shareholders fail to comply, the PRC subsidiaries are required to report to the local SAFE authorities. If AutoChina’s shareholders who are PRC citizens or residents do not complete their registration with the local SAFE authorities, AutoChina’s PRC subsidiaries will be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to the combined company, and AutoChina may be restricted in AutoChina’s ability to contribute additional capital to AutoChina’s PRC subsidiaries.

AutoChina is committed to complying, and to ensuring that AutoChina’s shareholders, who are PRC citizens or residents, comply with the SAFE Circular 75 requirements. Spring Creek believes that all of AutoChina’s PRC citizen or resident shareholders and beneficial owners have completed their required registrations with SAFE, or are otherwise in the process of registering. However, Spring Creek may not at all times be fully aware or informed of the identities of all AutoChina’s beneficial owners who are PRC citizens or residents, and AutoChina may not always be able to compel AutoChina’s beneficial owners to comply with the SAFE Circular 75 requirements. As a result, Spring Creek cannot assure you that all of AutoChina’s shareholders or beneficial owners who are PRC citizens or residents will at all times comply with, or in the future make or obtain any applicable registrations or approvals required by, SAFE Circular 75 or other related regulations. Failure by any such shareholders or beneficial owners to comply with SAFE Circular 75 could subject the combined company to fines or legal sanctions, restrict AutoChina’s overseas or cross-border investment activities, limit AutoChina’s subsidiaries’ ability to make distributions or pay dividends or affect AutoChina’s ownership structure, which could adversely affect AutoChina’s business and prospects.

Restrictions on currency exchange may limit AutoChina’s ability to utilize AutoChina’s revenues effectively and the ability of AutoChina’s PRC subsidiaries to obtain financing.

Substantially all of AutoChina’s revenues and operating expenses are denominated in Renminbi. Restrictions on currency exchange imposed by the PRC government may limit AutoChina’s ability to utilize revenues generated in Renminbi to fund AutoChina’s business activities outside China, if any, or expenditures denominated in foreign currencies. Under current PRC regulations, Renminbi may be freely converted into foreign currency for payments relating to “current account transactions,” which include among other things dividend payments and payments for the import of goods and services, by complying with certain procedural requirements. AutoChina’s PRC subsidiaries may also retain foreign exchange in their respective current account bank accounts, subject to a cap set by SAFE or its local counterpart, for use in payment of international current account transactions.

However, conversion of Renminbi into foreign currencies, and of foreign currencies into Renminbi, for payments relating to “capital account transactions,” which principally includes investments and loans, generally requires the approval of SAFE and other relevant PRC governmental authorities. Restrictions on the convertibility of the Renminbi for capital account transactions could affect the ability of AutoChina’s PRC subsidiaries to make investments overseas or to obtain foreign exchange through debt or equity financing, including by means of loans or capital contributions from the parent entity.

Any existing and future restrictions on currency exchange may affect the ability of AutoChina’s PRC subsidiaries or affiliated entity to obtain foreign currencies, limit AutoChina’s ability to utilize revenues generated in Renminbi to fund AutoChina’s business activities outside China that are denominated in foreign currencies, or otherwise materially and adversely affect AutoChina’s business.

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 Spring Creek, the combined company, their subsidiaries and variable interest entities, 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. Most of Spring Creek’s current directors and executive officers reside outside of the United States, and it is expected that a majority of the combined company's officers and directors will also reside outside the United States. As a result, it may not be possible for investors in the United States to effect service of process within the United States or elsewhere outside the PRC on the combined company, their subsidiaries and variable interest entities, officers, directors and shareholders, and others, including with respect to matters arising under United States federal or state securities laws. The PRC does not have treaties providing for reciprocal recognition and enforcement of judgments of courts with the United States or many other countries. As a result, recognition and enforcement in the PRC of these judgments in relation to any matter, including United States securities laws and the laws of the Cayman Islands, may be difficult or impossible. Furthermore, an original action may be brought in the PRC against the combined company’s assets, its subsidiaries, officers, directors, shareholders and advisors only if the actions are not required to be arbitrated by PRC law and the facts alleged in the complaint give rise to a cause of action under PRC law. In connection with such an original action, a PRC court may award civil liabilities, including monetary damages.

Any future outbreak of severe acute respiratory syndrome or avian influenza in China, or similar adverse public health developments, may disrupt AutoChina’s business and operations.

AutoChina’s business and operations could be materially and adversely affected by the outbreak of avian influenza, severe acute respiratory syndrome, or SARS, or other similar adverse public health development. In recent years, there have been reports on the occurrences of avian influenza in various parts of China and neighboring countries, including a few confirmed human cases. Any prolonged recurrence of an adverse public health development may result in the temporary closure of businesses in China by the PRC government in order to avoid congregation in closed spaces to help prevent disease transmission. Such occurrences would disrupt AutoChina’s business operations and adversely affect AutoChina’s results of operations. AutoChina has not adopted any written preventive measures or contingency plans to combat any future outbreak of avian influenza, SARS or any other epidemic.

Spring Creek has not had operations, and AutoChina has not operated as a public company. Fulfilling the combined company’s obligations incident to being a public company after completing the acquisition will be expensive and time consuming.

Each of Spring Creek, as a company without operations, and AutoChina, as a private company, have maintained relatively small finance and accounting staffs. None of Spring Creek and AutoChina currently has an internal audit group. Although Spring Creek has maintained disclosure controls and procedures and internal control over financial reporting as required under the Federal securities laws with respect to its very limited activities, it has not been required to maintain and establish these disclosure controls and procedures and internal control as will be required with respect to businesses such as AutoChina with substantial operations. Under the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), the combined company 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 the combined company’s finance and accounting staff and on its financial, accounting and information systems, and increase its insurance, legal and financial compliance costs. The combined company may also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

Spring Creek may qualify as a passive foreign investment company, or ‘‘PFIC,’ which could result in adverse U.S. federal income tax consequences to U.S. investors.

In general, Spring Creek will be classified as a PFIC for any taxable year in which either (1) at least 75% of its gross income (looking through certain corporate subsidiaries) is passive income or (2) at least 50% of the average value of its assets (looking through certain 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 Spring Creek is determined to be a PFIC for any taxable year during which a U.S. Holder (as defined in the section of this proxy statement captioned ‘‘Material United States Federal Income Tax Considerations — General’’) held Spring Creek’s 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 its assets to date, which have largely consisted of cash and other investment assets, it is likely that Spring Creek qualified as a PFIC in 2007 and 2008. Spring Creek’s actual PFIC status for any subsequent taxable year, however, will not be determinable until after the end of the taxable year, and accordingly there can be no assurance with respect to its status as a PFIC for the current taxable year or any future taxable year. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see the section of this proxy statement captioned ‘‘Material United States Federal Income Tax Considerations — Tax Consequences to U.S. Holders of Ordinary Shares and Warrants of Spring Creek — Passive Foreign Investment Company Rules.’’

PRICE RANGE OF SECURITIES AND DIVIDENDS

Spring Creek

Spring Creek’s ordinary shares, warrants and units are quoted on the OTC Bulletin Board under the symbols SCRQF, SCRWF and SCRUF, respectively. The units have been quoted on the Bulletin Board since February 28, 2008 and the ordinary shares and warrants since March 28, 2008. Spring Creek’s securities did not trade on any market or exchange prior to February 28, 2008. The closing price for these securities on February 6, 2009, the last trading day before announcement of the acquisition, was $7.00, $0.10 and $7.10, respectively. The closing price for the securities on March 5, 2009, the most recent trading day practicable before the date of this proxy statement, was $7.15, $0.18 and $7.50, respectively.

The table below sets forth, for the calendar quarters indicated, the high and low bid prices for Spring Creek’s units for the period from February 28, 2008 through March 5, 2009 and Spring Creek’s ordinary shares and warrants for the period from March 28, 2008 through March 5, 2009. The OTC Bulletin Board quotations reflect inter-dealer prices, are without retail markup, markdowns or commissions, and may not represent actual transactions.

	Ordinary shares				Warrants				Units
	High		Low		High		Low		High		Low
2008
First Quarter	$	7.30	$	7.20	$	0.80	$	0.75	$	8.15	$	7.92
Second Quarter		7.30		7.15		0.80		0.60		7.99		7.76
Third Quarter		7.18		7.00		0.73		0.40		7.90		7.50
Fourth Quarter		7.15		6.50		0.40		0.13		7.35		6.75
2009
First Quarter		7.15		6.60		0.19		0.10		8.01		6.85

Holders of Spring Creek ordinary shares, warrants and units should obtain current market quotations for their securities. The market price of these securities could vary at any time before the acquisition is completed.

Spring Creek anticipates that its securities will continue to be quoted on the OTC Bulletin Board post acquisition. There can be no assurance that a trading market will develop for these securities.

Holders of Spring Creek. As of March 5, 2009, there were of record six holders of ordinary shares, one of warrants, and one of units. Spring Creek believes the number of beneficial holders of each of these securities is significantly greater than the number of record holders.

Dividends. Spring Creek has not paid any dividends on its ordinary shares to date and does not intend to pay dividends prior to the completion of a business combination.

AutoChina

AutoChina securities are not publicly traded.

Holders. As of March 5, 2009, there was one record holder of AutoChina ordinary shares.

Dividends. AutoChina has not paid any dividends on its ordinary shares to date and does not intend to pay any other dividends in the foreseeable future.

Post Acquisition

The payment of dividends by the combined company in the future will be contingent upon revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the acquisition. The payment of any dividends subsequent to that time will be within the discretion of the Board of Directors serving at that time. It is the present intention of the Board of Directors to retain all earnings, if any, for use in business operations and, accordingly, it does not anticipate declaring any dividends in the foreseeable future. Loans or credit facilities may also limit the combined company’s ability to pay dividends.

THE SPRING CREEK EXTRAORDINARY GENERAL MEETING

Spring Creek is furnishing this proxy statement to its shareholders as part of the solicitation of proxies by the Board of Directors for use at the extraordinary general meeting in connection with the proposed acquisition of AutoChina. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the extraordinary general meeting.

Date, Time and Place. Spring Creek will hold the extraordinary general meeting at 12:00 noon, local time, on March 26, 2009, at the offices of Spring Creek’s counsel, Loeb & Loeb LLP, 345 Park Ave., New York, NY 10154 to vote on the proposals specified below.

Purpose. At the extraordinary general meeting, holders of Spring Creek ordinary shares will be asked to approve:

To elect three (3) directors to the Board of Directors of Spring Creek each to serve until his or her term has expired and until his or her successor is duly elected and qualified;

The adoption of the AutoChina International Limited 2009 Equity Incentive Plan, or the “incentive plan,” which provides for the grant of the right to purchase up to 1,675,000 ordinary shares of Spring Creek, representing up to approximatly 10% of Spring Creek’s share capital upon the completion of the acquisition, plus the shares issuable pursuant to the incentive plan, to directors, officers, employees and/or consultants of Spring Creek and its subsidiaries;

Amending Spring Creek’s Amended and Restated Memorandum and Articles of Association as described on page 79 by special resolution; and

The approval of any adjournment or postponement of the extraordinary general meeting for the purpose of soliciting additional proxies.

After careful consideration of all relevant factors, Spring Creek’s Board of Directors has determined that these proposals are fair to and in the best interests of Spring Creek and its shareholders, and has recommended that you vote or give instruction to vote “FOR” adoption of each of them. The Board of Directors has also determined that the fair market value of AutoChina is at least 80% of Spring Creek’s net assets, which is necessary to satisfy the provisions of its Amended and Restated Memorandum and Articles of Association enabling it to consummate the acquisition.

The extraordinary general meeting has been called only to consider approval of the acquisition, the amendment to Spring Creek’s Amended and Restated Memorandum and Articles of Association to change Spring Creek’s name, the amendment to Spring Creek’s Amended and Restated Memorandum and Articles of Association to remove certain provisions which will no longer be applicable upon consummation of the acquisition, the adoption of the incentive plan and election of directors. Under Cayman Islands law and Spring Creek’s bylaws, no other business may be transacted at the extraordinary general meeting.

Record Date; Who is Entitled to Vote. The “record date” for the extraordinary general meeting is March 5, 2009. Record holders of Spring Creek ordinary shares at the close of business on the record date are entitled to vote or have their votes cast at the extraordinary general meeting. On the record date, there were 6,468,750 outstanding shares of Spring Creek ordinary shares, of which 5,175,000 shares were sold to the public in Spring Creek’s initial public offering. Each ordinary share is entitled to one vote per proposal at the extraordinary general meeting. Spring Creek’s warrants do not have voting rights.

Pursuant to letter agreements with Spring Creek, Spring Creek’s initial shareholders have agreed to vote the 1,293,750 ordinary shares owned by them prior to Spring Creek’s initial public offering in accordance with the majority of the votes cast by holders of shares sold in Spring Creek’s initial public offering. The initial shareholders have agreed not to demand redemption rights with respect to any ordinary shares owned by them, directly or indirectly, whether included in their initial shares or purchased by them in Spring Creek’s initial public offering or in the aftermarket (nor will they seek appraisal rights with respect to such shares if appraisal rights would be available to them).

Vote Required. Under Spring Creek’s Amended and Restated Memorandum and Articles of Association, approval of the acquisition requires the affirmative vote of the holders of a majority of the outstanding ordinary shares. Approval of the amendments to the Amended and Restated Memorandum and Articles of Association will require the affirmative vote of the holders of two-thirds of the outstanding ordinary shares cast by the shareholders at the extraordinary general meeting, provided that there is a quorum. The election of each director and adoption of the incentive plan will require the affirmative vote of the holders of a majority of the outstanding ordinary shares cast by the shareholders at the extraordinary general meeting, provided that there is a quorum.

Spring Creek will not be authorized to complete the acquisition if holders of 2,070,000 or more shares of Spring Creek ordinary shares sold in its initial public offering (public shareholders owning 40% or more of the shares sold in the initial public offering) vote against the acquisition and demand that Spring Creek redeem their shares into pro rata portions of the trust account. In addition, the amendments to Spring Creek’s Amended and Restated Memorandum and Articles of Association, adoption of the incentive plan and election of directors will not be effected, even if approved by shareholders in such manner, unless the acquisition proposal with AutoChina is also approved and holders of less than 40% of the ordinary shares sold in Spring Creek’s initial public offering vote against the acquisition proposal and exercise their redemption rights.

Abstaining from voting or not voting on the acquisition proposal (including broker non-votes), either in person or by proxy or voting instruction, will have the same effect as a vote against each such proposal since the vote to approve the acquisition proposal and election of directors requires affirmative votes of holders of a majority of Spring Creek’s outstanding ordinary shares. Abstaining from voting or not voting on the proposals to amend Spring Creek’s Amended and Restated Memorandum and Articles of Association, election of directors, the adjournment and the incentive plan proposal (including broker non-votes), either in person or by proxy or voting instruction, will have no effect on the vote to approve each such proposal since the vote to approve each of these proposals requires the affirmative vote of the holders of either two-thirds or a majority of the outstanding ordinary shares cast by the shareholders at the extraordinary general meeting, provided that there is a quorum. An abstention will not count toward the 40% “against and redeeming” vote that would result in the acquisition’s abandonment, and you would be unable to exercise any redemption rights upon approval of the acquisition. If the proposal relating to the acquisition is not approved, Spring Creek’s Board of Directors will not go forward with the acquisition of AutoChina, the amendments to Spring Creek’s Amended and Restated Memorandum and Articles of Association, adoption of the incentive plan and election of directors. To demand redemption, you must vote against the acquisition and elect to redeem your shares.

Voting Your Shares. Each ordinary share that you own in your name entitles you to one vote per proposal. Your proxy card shows the number of shares you own.

There are two ways to vote your shares at the extraordinary general 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 the Spring Creek Board of Directors “for” approval of each proposal.

You can attend the extraordinary general meeting and vote in person. Spring Creek will give you a ballot when you arrive. If your shares are held in the name of your broker, bank or another nominee, however, you must get a legal proxy from the broker, bank or other nominee. That is the only way Spring Creek can be sure that the broker, bank or nominee has not already voted your shares.

Redemption Rights. Any holder of shares that were purchased in Spring Creek’s initial public offering who votes against the acquisition may, at the same time, demand that Spring Creek redeem his or her shares into a pro rata portion of the funds available for redemption in the trust account. If so demanded and the acquisition is consummated, Spring Creek will redeem the shares. If the holders of 2,070,000 or more shares issued in Spring Creek’s initial public offering vote against the acquisition and demand redemption of their shares, Spring Creek will not have authority to consummate the acquisition. You will be entitled to receive this cash only if you continue to hold your shares through the closing of the acquisition and tender your share certificate(s) per the instructions included on the proxy card. In connection with tendering your shares for conversion, you must elect either to physically tender your stock certificates to the Company's transfer agent prior to the special meeting or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to the special meeting ensures that a converting holder’s election to convert is irrevocable once the proposal is approved. Upon redemption of your shares, you will no longer own them. You must follow the instructions on the proxy card and send your share certificate(s) with your proxy card in order to exercise your redemption rights.

The closing price of Spring Creek’s ordinary shares on March 5, 2009 was $7.15. At the time of the consummation of the acquisition, Spring Creek anticipates that the amount in trust will be approximately $40,671,000. If a public shareholder would have elected to exercise redemption rights on such date, he or she would be entitled to receive approximately $7.86 per share.

Questions About Voting. If you have any questions about how to vote or direct a vote in respect of your Spring Creek ordinary shares, you may write or call Spring Creek’s proxy solicitor: Advantage Proxy, 24925 13th Place South, Des Moines, Washington 98198, 206-870-8565, Attention: Karen Smith. You may also want to consult your financial and other advisors about the vote.

Revoking Your Proxy and Changing Your Vote. If you give a proxy, you may revoke it or change your voting instructions at any time before it is exercised by:

Sending another proxy card with a later date;

Notifying Spring Creek Acquisition Corp., 10F, Room #1005, Fortune Int’l Building, No. 17, North Daliushu Road, Haidian District, Beijing 100081, People’s Republic Of China, Attention: James Sha, in writing before the extraordinary general meeting that you have revoked your proxy; or

Attending the extraordinary general meeting, revoking your proxy and voting in person.

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, regulatory rules prohibit your broker from voting your shares on the acquisition, the proposed amendment to Spring Creek’s Amended and Restated Memorandum and Articles of Association, and the adoption of the incentive plan. This is known as a “broker non-vote.”

Solicitation Costs. Spring Creek is soliciting proxies on behalf of the Spring Creek Board of Directors. This solicitation is being made by mail, but also may be made in person or by telephone or other electronic means. Spring Creek and its respective directors, officers, employees and consultants may also solicit proxies in person or by mail, telephone or other electronic means. In addition, AutoChina shareholders, officers and directors may solicit proxies in person or by mail, telephone or other electronic means on Spring Creek’s behalf. These persons will not be paid for doing this.

Spring Creek has hired Advantage Proxy, a proxy solicitation firm, to assist it in soliciting proxies for a fee of approximately $15,000 plus reasonable expenses.

Spring Creek 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. Spring Creek will reimburse them for their reasonable expenses.

Share Ownership. Information concerning the holdings of certain Spring Creek shareholders is set forth above in the Summary and below under “Beneficial Ownership of Securities.”

Actions That May be Taken to Secure Approval of Spring Creek’s Shareholders. In addition to retaining Advantage Proxy to assist Spring Creek with soliciting proxies, Spring Creek has retained an investor relations firm, The Equity Group Inc., to help it prepare press releases and presentations relating to AutoChina’s business. The Equity Group Inc. has also assisted Spring Creek with the preparation of shareholder presentations. Spring Creek is filing with the SEC a presentation that will be made to current and potential Spring Creek shareholders to inform them about AutoChina in hopes that they will vote to approve the proposed acquisition or purchase Spring Creek securities in the public markets. Members of AutoChina’s management team are expected to be involved in giving the presentation about AutoChina. Neither Spring Creek nor its consultants or affiliates have offered any shareholder any form of consideration for any shareholder’s promise to approve the proposed acquisition.

In order to ensure that that the acquisition is approved, Spring Creek, AutoChina and their respective affiliates may enter into transactions to purchase ordinary shares of Spring Creek from shareholders who have indicated their intention to vote against the acquisition and seek conversion of their shares. In addition, Spring Creek, AutoChina and their respective affiliates may also purchase warrants from warrantholders. Transactions of such nature would only be entered into and effected at a time when the purchasers of such securities or any of their affiliates are not aware of any material nonpublic information regarding Spring Creek, AutoChina or the acquisition. Such purchases could result in all or substantially all of Spring Creek’s trust fund being expended to pay for such purchases post transaction, which would result in AutoChina not receiving any working capital from the trust account. No transactions have been entered into, but may include:

Purchases by Spring Creek, AutoChina or their respective affiliates of shares or warrants of Spring Creek;

Agreements with third parties to purchase shares or warrants that may then be resold to the combined company subsequent to the acquisition using funds that were previously in the trust account;

Agreements with third parties pursuant to which Spring Creek, AutoChina or their respective affiliates would borrow funds to make purchases of ordinary shares or warrants of Spring Creek. The combined company would repay such borrowings using funds that were previously in the trust account; and

The granting of securities to third party purchasers of ordinary shares or warrants of Spring Creek as an inducement for such third parties to purchase such securities.

In the event that it appeared that the acquisition would not be consummated at the extraordinary general meeting of Spring Creek’s shareholders, such meeting could be postponed (assuming that the postponement proposal was approved by the shareholders and such postponement was not past September 4, 2010, the date on which Spring Creek’s corporate existence terminates unless it consummates a business combination) to enter into arrangements similar to the foregoing.

In the event that any purchases of Spring Creek’s ordinary shares or warrants are made by Spring Creek, AutoChina or affiliates of either of them after the mailing of this proxy statement to shareholders but prior to the extraordinary general meeting, Spring Creek will file a Current Report on Form 6-K relating to such purchases within four business days of such purchases or otherwise prior to the extraordinary general meeting. In the event that members of the management team of Spring Creek purchase Spring Creek ordinary shares or warrants, such purchasers will also be required to make beneficial ownership filings with the Securities and Exchange Commission. Members of Spring Creek management have an obligation to disclose changes in their beneficial ownership of Spring Creek securities within two business days of any such changes.

Spring Creek will file a Current Report on Form 6-K with respect to any arrangements entered into by Spring Creek, AutoChina or their respective affiliates which is intended to increase the likelihood that the arrangement and related proposals are approved by Spring Creek’s shareholders. Any Spring Creek shares purchased by Spring Creek will not be considered outstanding for purposes of the extraordinary meeting and will therefore not be permitted to vote at the meeting. In the event that public shares are purchased by Spring Creek, such shares would no longer be deemed to be outstanding for purposes of determining the vote required for the approval of any of the proposals presented at the extraordinary general meeting. Therefore, this would reduce (i) the number of public shares outstanding and entitled to vote on each matter, (ii) the number of shares required to be voted in favor of each proposal. Conversely, if Spring Creek’s directors and officers purchased such shares, those shares would still be considered to be outstanding and could be voted in favor of such proposals, reducing the number of shares required to be voted in favor of such proposals by a number of shares equal to those purchased. Neither Spring Creek nor its officers or directors purchasing shares would affect the number of shares that could be converted by Spring Creek with the acquisition still being permitted to be consummated.

Spring Creek’s initial shareholders have agreed to vote the 1,293,750 ordinary shares of Spring Creek (which includes 1,254,938 shares owned by its current officers and directors) owned by them prior to Spring Creek’s initial public offering in accordance with the majority of the votes cast by holders of shares sold in Spring Creek’s initial public offering. The initial shareholders are not under any obligation to Spring Creek with respect to voting any shares acquired by them in Spring Creek’s initial public offering or in the aftermarket, and accordingly may vote any such shares in favor of the proposed acquisition (as they have indicated they intend to do). This would have the effect of reducing the number of other public shareholders of Spring Creek that would have to vote in favor of the proposed acquisition. The initial shareholders have agreed not to demand redemption rights with respect to any ordinary shares owned by them, directly or indirectly, whether included in their initial shares or purchased by them in Spring Creek’s initial public offering or in the aftermarket (nor will they seek appraisal rights with respect to such shares if appraisal rights would be available to them).

PROPOSAL TO ACQUIRE AUTOCHINA

General

On February 4, 2009, a share exchange agreement was entered into by and among Spring Creek Acquisition Corp., a company incorporated in the Cayman Islands, AutoChina Group Inc., a company incorporated in the Cayman Islands, Honest Best Int’l Ltd., a company incorporated in the British Virgin Islands and sole shareholder of AutoChina, Yong Hui Li, Yan Wang and certain subsidiaries and affiliated entities of AutoChina named therein. EarlyBird Capital, Inc. is acting as advisor to Spring Creek in connection with the transaction.

Acquisition of AutoChina; Acquisition Consideration

Upon the closing of the transactions contemplated in the share exchange agreement, Spring Creek will acquire 100% of the issued and outstanding shares of AutoChina in exchange for an aggregate of 8,606,250 Spring Creek ordinary shares in upfront consideration, of which 10% will be held back and placed in escrow. The share exchange is referred as the “acquisition.” This proposal is referred to as the “acquisition proposal.” Upon consummation of the acquisition, Spring Creek will change its name to AutoChina International Limited.

The release of 50% of the holdback consideration is conditioned on the combined company exceeding $22.5 million EBITDA and 30% EBITDA Growth (each as defined in the share exchange agreement) for the 2009 fiscal year, and the remaining 50% of the holdback consideration will be released on the later of 20 days following delivery of the 2009 audited financial statements for the combined company and one year from the date of the closing of the transactions contemplated in the share exchange agreement, in each case less any damages claimed pursuant to the indemnification provisions of the share exchange agreement at the time of such release. In addition, pursuant to an earn-out provision in the share exchange agreement, Spring Creek has agreed to issue to AutoChina’s current shareholder between 5% and 20% of the number of ordinary shares outstanding as of December 31 of the fiscal year immediately prior to such earn-out issuance for achieving a certain minimum EBITDA and certain Targeted EBITDA Growth (each as defined in the share exchange agreement) in each of the next five years, through the year ended December 31, 2013.

The following table sets forth the maximum amount of earn-out shares issuable to AutoChina’s existing shareholders:

	AutoChina Shareholders		Percent of Total			Existing Shareholders		Percent of Total			Total		Maximum Earn-out (20%)*
Closing		8,606,250		57	%		6,468,750		43	%		15,075,000
FY2009		11,621,250		64	%		6,468,750		36	%		18,090,000		3,015,000
FY2010		15,239,250		70	%		6,468,750		30	%		21,708,000		3,618,000
FY2011		19,580,850		75	%		6,468,750		25	%		26,049,600		4,341,600
FY2012		24,790,770		79	%		6,468,750		21	%		31,259,520		5,209,920
FY2013		31,042,674		83	%		6,468,750		17	%		37,511,424		6,251,904
								Total Earn-out Shares						22,436,424

* Requires Targeted EBITDA Growth in excess of 90% in each year.

The following table sets forth the minimum amount of earn-out shares issuable to AutoChina’s existing shareholders:

	AutoChina Shareholders		Percent of Total			Existing Shareholders		Percent of Total			Total		Minimum Earn-out (5%)**
Closing		8,606,250		57	%		6,468,750		43	%		15,075,000
FY2009		9,360,000		59	%		6,468,750		41	%		15,828,750		753,750
FY2010		10,151,438		61	%		6,468,750		39	%		16,620,188		791,438
FY2011		10,982,447		63	%		6,468,750		37	%		17,451,197		831,009
FY2012		11,855,007		65	%		6,468,750		35	%		18,323,757		872,560
FY2013		12,771,195		66	%		6,468,750		34	%		19,239,945		916,188
								Total Earn-out Shares						4,164,945

** Requires Targeted EBITDA Growth in excess of 30% in each year.

Representations and Warranties

In the share exchange agreement, Mr. Yong Hui Li, and Ms. Yan Wang, Honest Best Int’l Ltd. and AutoChina (collectively, the “Warrantors”) make certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the share exchange agreement) relating to, among other things: (a) capital structure; (b) title to shares; (c) proper corporate organization and similar corporate matters; (d) authorization, execution, delivery and enforceability of the share exchange agreement and other transaction documents; (e) absence of conflicts; (f) required consents and approvals; (g) licenses and permits; (h) taxes and audits; (i) financial information; (j) absence of certain changes or events; (k) absence of undisclosed liabilities; (l) title to assets and properties; (m) material contracts; (n) ownership of intellectual property; (o) employment and labor matters; (p) compliance with laws, including those relating to the PRC, foreign corrupt practices and money laundering; (q) related-party transactions; (r) environmental matters; (s) insurance; (t) transfer restrictions; and (u) brokers.

In the share exchange agreement, Spring Creek makes certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the share exchange agreement and other transaction documents; (c) capital structure; (d) validity of share issuance; (e) absence of redemption requirements; and (f) brokers.

Conduct Prior to Closing; Covenants

The Warrantors have agreed to use their best efforts to cause AutoChina and its subsidiaries and affiliated entities to continue to operate its business in the ordinary course prior to the closing (with certain exceptions) and not to take certain specified actions without the prior written consent of Spring Creek.

The share exchange agreement also contains covenants of Spring Creek and the Warrantors, including covenants providing for:

Spring Creek to prepare, file and mail a proxy statement and related materials to be delivered to Spring Creek shareholders in connection with an extraordinary general meeting to approve the acquisition (the “Proxy Statement”) and to hold a shareholder meeting to approve the transactions contemplated by the share exchange agreement, and the Warrantors to provide Spring Creek with the information of AutoChina and its subsidiaries and affiliated entities required or appropriate for inclusion in the Proxy Statement;

the Warrantors to deliver to Spring Creek as soon as practicable the consolidated unaudited financial statements for the 12-month period ended December 31, 2008 prepared in accordance with US GAAP, together with footnotes, and, upon request from Spring Creek, provide interim financial statements prepared in accordance with US GAAP, together with footnotes, as may be required for inclusion in the Proxy Statement;

the Warrantors to procure that certain key employees enter into executive employment agreements, and that all other employees of AutoChina and its subsidiaries and affiliated entities enter into a labor contract with the AutoChina or its applicable subsidiary or affiliated entity;

the Warrantors not to, directly or indirectly, solicit, encourage or enter into any negotiation or arrangement with any party that could reasonably be expected to lead to a proposal or offer for a stock purchase, asset acquisition, merger, consolidation or other business combination involving AutoChina;

the Warrantors to either (i) deliver to Spring Creek written evidence of the termination of certain leases and written proof of cure of certain land and/or building title defects within 18 months from the closing or (ii) submit to the Board of Directors of the combined company an alternative plan and receive the unanimous approval of the Board of Directors to otherwise address such defects within 12 months from closing;

the Warrantors to provide to Spring Creek evidence satisfactory to Spring Creek that each of AutoChina’s 4S Stores has obtained proper authorization to operate its business prior to the closing;

the Warrantors to use best reasonable efforts to obtain all necessary approvals from governmental agencies and other third parties that are required for the consummation of the transactions contemplated by the share exchange agreement, subject to certain limitations; and

the Warrantors to use best efforts to cause certain subsidiaries and affiliated entities of AutoChina to enter into certain contractual relations providing AutoChina, through its subsidiaries, to exercise de facto control over the operations of such subsidiaries and affiliated entities.

Conditions to Closing

General Conditions

Consummation of the share exchange agreement and the acquisition is conditioned on (a) receipt of all permits from the relevant PRC governmental authorities required prior to closing; (b) holders of a majority of Spring Creek’s ordinary shares approving the acquisition in accordance with its Memorandum and Articles of Association, with holders of less than 40% of Spring Creek’s public ordinary shares voting against the acquisition and properly exercising their rights to redeem such public ordinary shares for cash; (c) the absence of any order, stay, judgment or decree by any government agency or any pending or threatened litigation seeking to enjoin, modify, amend or prohibit the acquisition; and (d) delivery of all transaction documents by each of the parties.

Warrantors’ Conditions to Closing

The obligations of the Warrantors to consummate the transactions contemplated by the share exchange agreement, in addition to the conditions described above, are conditioned upon the representations and warranties of Spring Creek being true on and as of the closing date of the share exchange agreement, and Spring Creek complying with all required covenants in the share exchange agreement.

Spring Creek’s Conditions to Closing

The obligations of Spring Creek to consummate the transactions contemplated by the share exchange agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon each of the following, among other things:

the representations and warranties of the Warrantors shall be true on and as of the closing date of the share exchange agreement, and each of the Warrantors has complied with all required covenants in the share exchange agreement;

Spring Creek shall have received legal opinions from counsel PRC counsel to AutoChina with respect to PRC legal matters, and Cayman Islands counsel to AutoChina with respect to Cayman Islands legal matters;

receipt by the Warrantors of certain third-party consents and regulatory approvals, and the completion of all necessary proceedings, corporate or otherwise, of each of the Warrantors;

there shall have been no material adverse change with respect to AutoChina and its subsidiaries and affiliated entities since December 31, 2007;

AutoChina shall have provided all necessary information to be included in the Proxy Statement, and such information shall accurately reflect the business of AutoChina and its subsidiaries and affiliated entities;

each of the employment agreements with certain key employees shall have been executed and delivered to Spring Creek;

the Spring Creek shareholders shall have approved an equity incentive plan for the combined company following the consummation of the acquisition; and

the Warrantors shall have delivered evidence to Spring Creek of completion of the restructuring of AutoChina and its subsidiaries and affiliated entities necessary to consummate the acquisition.

If permitted under applicable law, either Spring Creek or AutoChina may waive any inaccuracies in the representations and warranties made to such party in the share exchange agreement and may waive compliance with any agreements or conditions for the benefit of itself or such party contained in the share exchange agreement. However, the condition requiring that the holders of fewer than 40% of Spring Creek’s public ordinary shares affirmatively vote against the acquisition and demand redemption of their shares into cash may not be waived.

Termination

The share exchange agreement may be terminated and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to Spring Creek’s shareholders, by:

mutual written consent of the parties to the share exchange agreement;

either Spring Creek or any Warrantor, if the closing has not occurred by August 31, 2009;

Any Warrantor, if there has been a breach by Spring Creek of any covenant or if any of Spring Creek’s representations contained in the share exchange agreement are not true and correct as of the date of the share exchange agreement or the closing date, unless made as of a specific date, and in any event if such breach is subject to cure and Spring Creek has not cured such breach within ten business days after written notice of intent to terminate from any Warrantor;

Spring Creek, if there has been a breach by any of the Warrantors of any covenant or if any of the Warrantors’ representations contained in the share exchange agreement are not true and correct as of the date of the share exchange agreement or the closing date, unless made as of a specific date, and in any event if such breach is subject to cure and the Warrantors have not cured such breach within ten business days after written notice of intent to terminate from Spring Creek;

either Spring Creek or the Warrantors, if the acquisition is not approved and the holders of 40% or more of Spring Creek’s public ordinary shares exercise their redemption rights and vote against the transactions contemplated by the share exchange agreement; or

either Spring Creek or any Warrantor, if the acquisition is not approved within 90 days of the date of the share exchange agreement.

Effect of Termination

In the event of termination and abandonment by either Spring Creek or the Warrantors, except as set forth below, all further obligations of the parties shall terminate, no party shall have any right against the other party, and Mr. Yong Hui Li and Honest Best Int’l Ltd. shall bear the costs and expenses of the Warrantors and Spring Creek shall bear its own costs and expenses.

Indemnification by the Warrantors

The Warrantors have agreed, jointly and severally, to indemnify Spring Creek from any damages arising from: (a) any breach of any representation or warranty made by the Warrantors; or (b) any failure to perform any covenants by the Warrantors. The Warrantors’ indemnification obligations do not begin until $100,000 in indemnifiable expenses are reached and are capped at the total upfront consideration of $68,850,000.

Actions That May be Taken to Secure Approval of Spring Creek’s Shareholders

In addition to retaining Advantage Proxy to assist Spring Creek with soliciting proxies, Spring Creek has retained an investor relations firm, the Equity Group Inc., to help it prepare press releases and presentations relating to AutoChina’s business. The Equity Group Inc. has also assisted Spring Creek with the preparation of shareholder presentations. Spring Creek is filing with the SEC a presentation that will be made to current and potential Spring Creek shareholders to inform them about AutoChina in hopes that they will vote to approve the proposed acquisition or purchase Spring Creek securities in the public markets. Members of AutoChina’s management team are expected to be involved in giving the presentation about AutoChina. Neither Spring Creek nor its consultants or affiliates have offered any shareholder any form of consideration for any shareholder’s promise to approve the proposed acquisition.

Purchases by Spring Creek, AutoChina or their respective affiliates of shares or warrants of Spring Creek;

Agreements with third parties to purchase shares or warrants that may then be resold to the combined company subsequent to the acquisition using funds that were previously in the trust account;

The granting of securities to third party purchasers of ordinary shares or warrants of Spring Creek as an inducement for such third parties to purchase such securities.

Background

Shortly after Spring Creek’s initial public offering in February 2008, Spring Creek’s management began an intensive process to seek a target business for a business combination. In the months after Spring Creek’s initial public offering, Spring Creek’s management reviewed information on over 50 companies in its search for a target business. The focus of this effort was to find a suitable acquisition candidate that has positive cash flow and is profitable, as well as high growth rate year over year. Spring Creek was also looking for a company that has a track record of success and a proven ability to prosper in a variety of economic climates.

Target Requirements:

The target company search and evaluation process, which identified, investigated and analyzed companies in the Greater China region, included: reviews of industry research, published trade and corporate information, attendance at trade shows and relevant conferences, and communicating with bankers, investors, lawyers, accountants, brokers and executives who were familiar with Spring Creek’s search for a target business. Beginning in March 2008, Spring Creek’s management and special advisor (Gary Chang, who later became Spring Creek’s Chief Investment Officer) began sourcing and analyzing possible target companies, and worked with a number of intermediaries who provided introductions to potential acquisition targets. In addition, James Cheng-Jee Sha and Diana Chia-Huei Liu, the Chairman and Chief Executive Officer and President and a director of Spring Creek, respectively, attended a conference in Shanghai in early April on the subject of “Strategies for Going Public in the United States with Success.”

Spring Creek’s Board of Directors was apprised of the team’s progress from time to time during this period of investigation. Spring Creek’s management team and special advisor identified over 50 possible target companies and accumulated meaningful information on over 20 of such companies. All 20 companies were in the Greater China region. During this time Spring Creek’s management conducted in-depth reviews of over 10 companies and held numerous meetings with the executive teams of these companies. Confidentiality agreements were signed, and preliminary due diligence was initiated with all of these companies.

On an overall basis, Spring Creek believes that AutoChina best meets many of its evaluation criteria based on the following key reasons:

AutoChina is one of the leading one-stop commercial vehicle financing and consumer automobile sales companies in China. Founded by nationally recognized Chairman and CEO, Yong Hui Li, AutoChina operates in two primary business segments: commercial vehicle financing and automotive dealership businesses

AutoChina serves independent and commercial fleet operators through 103 branches in five provinces, which management expects to serve as a growth driver for AutoChina.

AutoChina’s automotive dealership segment sells globally recognized brands through 25 majority or wholly-owned dealerships.

AutoChina’s revenues for the twelve month period ended December 31, 2007, increased to $294.7 million from $84.8 million in the same period ended 2005, a CAGR of 82.2% over that two year span. During this same twelve month period, AutoChina’s net income increased to $4.8 million in 2007 from $1.4 million in 2005, a CAGR of 83.3% over that two year span. EBITDA (earnings before interest, taxes, depreciation and amortization) increased to $7.0 million in 2007 from $1.5 million in 2005. For the nine months ended September 30, 2008, AutoChina’s total revenues rose 58% to $330.8 million from $209.7 million in the same period of 2007, AutoChina reported net income of $6.1 million, an increase of 174% from the same period of 2007, and AutoChina’s EBITDA increased to $11.7 million from $5.9 million from the same period of 2007.

Description of Significant Events with Target

On April 12, 2008, Ms. Liu introduced Yong Hui Li, Founder, Chairman and CEO of AutoChina to Mr. Sha in Beijing. Mr. Li was an acquaintance of Ms. Liu and was initially approached by Ms. Liu for referrals of potential target companies since he was known to Ms. Liu as a real estate developer in Shijiazhuang. Prior to the point that Ms. Liu approached Mr. Li in April 2008, neither Ms. Liu nor any person acting on her behalf, nor any affiliate of Spring Creek had discussed a potential transaction with Spring Creek to Mr. Li and Mr. Li had not previously heard of Spring Creek. After Ms. Liu explained to Mr. Li the criteria that Spring Creek management was looking for in a target company, Mr. Li thought that his other company, AutoChina, would be a suitable candidate for Spring Creek. Mr. Li explained that AutoChina primarily operated car dealerships in the area between Beijing, Tianjin, and Hebei province and had recently entered the commercial vehicle financing business. Both Mr. Sha and Ms. Liu were impressed by AutoChina’s market position in the area surrounding Beijing, and asked him to sign a non-disclosure agreement to start the diligence process. The non-disclosure agreement was signed on April 14, 2008. Between April 14, 2008 and February 4, 2009, Spring Creek conducted due diligence on AutoChina.

At the same time that Ms. Liu was discussing a potential transaction with Mr. Li and that diligence on AutoChina was being initiated, Spring Creek management was carrying on serious discussions with other potential target companies.

On May 1, 2008, Spring Creek signed a non-disclosure agreement with its largest shareholder, PEM Group, in order to invite PEM Group to speak with the management teams of potential target companies.

On May 26, 2008, Spring Creek management recommended to the Spring Creek Board of Directors that management be permitted to initiate due diligence and negotiations with AutoChina, and the Spring Creek Board of Directors authorized Spring Creek management to begin due diligence and negotiations, including a letter of intent. In addition, Spring Creek’s management engaged Morrison & Foerster LLP, or MoFo, as its acquisition legal advisor, and began the process of drafting potential terms for such letter of intent and preparing for due diligence review. On May 27, 2008, MoFo distributed its due diligence request list to AutoChina and Zhong Lun Law Firm, AutoChina’s acquisition legal advisor. On June 22, 2008, MoFo received the initial draft of a memorandum from Zhong Lun Law Firm setting forth the corporate structure of AutoChina, which was updated and distributed by Zhong Lun Law Firm on June 26, 2008, and the final version of such memorandum was distributed by Zhong Lun Law Firm on August 26, 2008.

On July 25, 2008, Spring Creek management conducted an on-site diligence trip to AutoChina in Shijiazhuang with Mr. Jason Wang from PEM Group. PEM Group met with the senior management team of AutoChina, including Mr. Li, Mr. Hui Kai Yan, Corporate Secretary of AutoChina, Mr. Lei Chen, Vice President of AutoChina and Mr. Xing Wei, Chief Operating Officer of AutoChina. Such onsite diligence trip included visits to AutoChina’s car dealership and commercial vehicle financing stores, conversations with onsite managers, review of financial information with the senior management team. After a thorough and informative visit, Spring Creek management determined to continue to pursue a transaction with AutoChina.

On July 22 2008, Spring Creek management began negotiations with Mr. Li of AutoChina which continued until the definitive agreement was signed on February 4, 2009. Mr. Li, the Founder, Chairman and Chief Executive Officer of AutoChina, Mr. Sha, the Chairman and Chief Executive Officer of Spring Creek, and Ms. Liu, the President and a director of Spring Creek participated in the negotiations. On August 5, 2008, Mr. Li and Mr. Sha were able to agree on the purchase price of around USD$68 million (with an additional $10 million worth of shares to be held in escrow). Shortly thereafter, Mr. Sha met with Mr. Li in Beijing to finalize some of the remaining issues relating to the transaction.

Also on or about August 5, 2008, AutoChina also started to negotiate with PEM Group for a bridge loan. However, after negotiations and diligence that lasted approximately one month, AutoChina and PEM Group agreed that they would not be able to agree on terms.

On August 6, 2008, Spring Creek management recommended to the Spring Creek Board of Directors that management be permitted to enter into a letter of intent with AutoChina, and initiate negotiations with AutoChina on the terms of a definitive agreement. On September 2, 2008, Spring Creek’s management had a conference call with EarlyBird Capital and Loeb & Loeb LLP to begin preparing the proxy statement and investor presentation. In the meantime, Spring Creek management continued to talk to other potential target companies.

Mr. William Yu, the Chief Financial Officer of Spring Creek, and Ms. Liu of met with Mr. Li in Beijing on October 24, 2008 to reassure Mr. Li of Spring Creek’s continuing interest in completing the transaction.

On November 21, 2008, Mr. Sha met with Mr. Li again in Beijing to discuss the current economic situation in China and the impact on AutoChina’s profitability and business fundamentals. On December 21, 2008, Mr. Li of AutoChina met with Mr. Wu, Mr. Chang, Mr. Yu and Ms. Liu in Taiwan. Mr. Li informed Ms. Liu about the establishment of 55 additional commercial vehicle financing centers and his intent to change the transaction terms based on the fact that his business has expanded and that his paid-in capital had increased. On December 30, 2008, Ms. Liu met in Hong Kong with Mr. Johnson Lau, the Chief Financial Officer of AutoChina, to discuss AutoChina’s financial update for the fourth quarter of 2008.

On January 7, 2009, Mr. Li, Mr. Sha and Ms. Liu had a conference call regarding the purchase price and earn-out schedule. Mr. Li expressed his need to entertain other alternatives since Spring Creek and AutoChina could not come to agreement on new terms.

After additional negotiation and discussion, on January 14, 2009, Mr. Sha, Ms. Liu and Mr. Li had a conference call and reached an agreement on the major commercial terms. Between January 14, 2009 and the date that the definitive agreements were signed Mr. Sha, Ms. Liu of Spring Creek and Mr. Li of AutoChina negotiated the final terms of the definitive agreement.

On February 4, 2009, AutoChina’s Board of Directors approved the transaction. On February 4, 2009. Spring Creek’s Board of Directors approved the final agreement. On February 4, 2009, the parties entered into the share exchange agreement.

Board Consideration and Approval

At a meeting of Spring Creek’s Board of Directors on February 4, 2009, the Board of Directors discussed all aspects of the transaction. Detailed discussions were held on the prospects of AutoChina’s car dealership and commercial vehicle financing businesses. The Board of Directors concluded that AutoChina’s business had considerable potential upside. Spring Creek’s Board of Directors then determined that the financial performance and forecast of AutoChina’s performance merited the valuation that had been negotiated. At the close of the meeting it was agreed to that Spring Creek should continue to pursue negotiations to finalize the definitive agreement, which was approved by the Board of Directors on February 4, 2009 and executed on the same day. While no one factor determined the final agreed upon consideration in the acquisition, Spring Creek’s Board of Directors reviewed various industry and financial data, including certain valuation analyses and metrics compiled by Spring Creek and several consultants in order to make its determination that the consideration to be paid to the AutoChina shareholders was reasonable and that the acquisition was in the best interests of Spring Creek’s shareholders. Spring Creek’s Board of Directors also reviewed and considered certain analyses provided by management with the assistance of EarlyBird Capital and provided by Houlihan Smith in order to determine that the acquisition consideration is fair from a financial point of view to Spring Creek’s shareholders. Spring Creek’s officers and consultants conducted a due diligence review of AutoChina that included an industry analysis, a description of AutoChina’s existing business model, inspections of company premises, review of corporate records and files, on site visits, in-depth meetings with at least three levels of AutoChina’s management, a valuation analysis and financial projections in order to enable the Board of Directors to ascertain the reasonableness of the consideration.

Spring Creek’s Reasons for the Acquisition and Its Recommendation.

Spring Creek’s Board of Directors concluded that the acquisition is in the best interests of Spring Creek’s shareholders. The Board of Directors considered a wide variety of factors in connection with its evaluation of the acquisition:

AutoChina is one of China’s leading one–stop–shop providers of commercial vehicle financing and consumer automobile sales.

AutoChina intends to utilize the capital and resources from its consumer automobile sales business to take a dominant position in a fragmented commercial vehicle finance market in China. AutoChina provides scalable, cost-efficient financing options to independent and fleet commercial vehicle operators.

The commercial finance market is highly fragmented: in 2008, approximately 300,000 commercial vehicles were financed in China, and AutoChina believes that it is the market leader with only 1,000 financed last year. Of note, AutoChina experienced 0 defaults on its leases in 2008.

Commercial vehicles have a shorter life span than traditional automobiles due to an increased carry-load. Combined with the need to transport basic materials within China, these factors necessitate continuous fleet renewal.

AutoChina has strong financial results:

Revenues was up 58% to $330.8 million for nine months ended September 30, 2008

Net income was up 174% to $6.1 million for nine months ended September 30, 2008

AutoChina experienced 82.2% compounded revenue growth 2005-2007

AutoChina experienced 83.3% compounded net income growth 2005-2007

AutoChina has a well-capitalized balance sheet with modest long-term debt.

AutoChina has a seasoned and accomplished management team.

Macro-economic Trends in China Favor the Commercial Vehicles / Auto Market – the industry is expected to be among those that benefit from recent actions by the People’s Republic of China (“PRC”). The PRC’s recent announcement of its RMB4 trillion (approx. $588 billion) Expenditure Plan is expected to implement resources toward domestic infrastructure projects and increase the demand of transportation, logistics, construction and commercial vehicles. In 2009, the PRC also enacted legislation supporting automobile and steel industries which includes tax incentives and subsidies to potential automobile and truck buyers.

Interest of Spring Creek’s Management in the Acquisition. When you consider the recommendation of Spring Creek’s Board of Directors that you vote in favor of the acquisition, you should keep in mind that Spring Creek’s officers and directors have interests in the acquisition that are different from, or in addition to, yours. These interests include the following:

In connection with Spring Creek’s initial public offering, James Sha, Spring Creek’s Chief Executive Officer, and Diana Liu, Spring Creek’s President and director, agreed to indemnify Spring Creek for debts and obligations to potential target businesses or other persons for services rendered or contracted for or products sold to Spring Creek, but only to the extent necessary to ensure that certain liabilities do not reduce funds in the trust account. If the acquisition is consummated, James Sha and Diana Liu will not have to perform such obligation. If the acquisition is not consummated, however, James Sha and Diana Liu could potentially be liable for any claims against the trust account by vendors who did not sign waivers. As of March 5, 2009, Spring Creek believes that James Sha and Diana Liu do not have any risk of being required to provide indemnification since all persons who have had contractual obligations with Spring Creek have either been paid in full (or will be paid in accordance with Spring Creek’s past practices) or waived their ability to sue Spring Creek’s trust account.

All rights of Spring Creek’s officers and directors to be indemnified by Spring Creek, and of Spring Creek’s directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after the acquisition pursuant to provisions in Spring Creek’s Amended and Restated Memorandum and Articles of Association. However, if the acquisition is not approved and Spring Creek subsequently liquidates, its ability to perform its obligations under those provisions will be substantially impaired since it will cease to exist. If the AutoChina acquisition is ultimately completed, the combined company’s ability to perform such obligations will be substantially enhanced.

Satisfaction of 80% Test. It is a requirement that any business acquired by Spring Creek have a fair market value equal to at least 80% of Spring Creek’s net assets at the time of acquisition, which assets shall include the amount in the trust account. Based on the financial analysis of AutoChina generally used to approve the transaction, Spring Creek’s Board of Directors determined that this requirement was met and exceeded.

To determine the value of AutoChina, the Board of Directors first determined that as of December 31, 2008, Spring Creek had approximately $39,250,000 in net assets (total assets minus total liabilities). The consideration being paid to AutoChina’s security holders, which Houlihan Smith has determined was fair from a financial point of view to Spring Creek, is, at minimum, $60,243,750, based on the fair market value of the 8,606,250 ordinary shares to be issued to AutoChina’s shareholders (valued at $7.00 per share, the closing price of Spring Creek’s ordinary shares on February 6, 2009 (the trading day before the transaction was announced)). Therefore, the total consideration of approximately $60.2 million is greater than 80% of Spring Creek’s net assets at the time that the acquisition agreement was executed. In addition, Houlihan Smith rendered an opinion to Spring Creek’s Board of Directors indicating that AutoChina’s enterprise value was in excess of 80% of Spring Creek’s net assets. Based on the financial analysis conducted by Houlihan Smith and the fact that management believes that $60.2 million is a fair price to pay for AutoChina, the Board of Directors concluded that the 80% test was satisfied.

Opinion of Houlihan Smith & Company Inc.

On February 9, 2009, Houlihan Smith & Company Inc., or Houlihan Smith, rendered an opinion to Spring Creek’s Board of Directors that, based upon and subject to the matters stated in the opinion, (i) the consideration offered for the outstanding capital stock of AutoChina was fair from a financial point of view to Spring Creek’s shareholders, and (ii) the fair market value of AutoChina is at least equal to 80% of the net assets of Spring Creek. Houlihan Smith has not previously performed services for Spring Creek and no future services are contemplated. Houlihan Smith received approximately $75,000 for its services in connection with the fairness analysis and opinion. No other amounts are due or will be paid to Houlihan Smith in connection with the fairness opinion. Houlihan Smith has given its consent to the inclusion of its opinion to this proxy statement.

The full opinion is attached as Annex A to this proxy statement. Spring Creek encourages its shareholders to review the opinion carefully for a discussion of valuation methodology, procedures followed, assumptions made and factors considered in developing the opinion. The following discussion is a summary of the valuation analyses utilized by Houlihan Smith in rendering its fairness opinion. This summary is qualified in its entirety by reference to the full text of Houlihan Smith’s written opinion.

The opinion was provided for the information and assistance of Spring Creek’s Board of Directors with respect to the consideration offered in the transaction. The fairness opinion rendered by Houlihan Smith is not intended to be a recommendation with respect to the transaction. Houlihan Smith was not engaged to opine on the underlying business decision of Spring Creek’s Board of Directors to proceed with or effect the transaction.

The opinion was based on generally accepted valuation standards and included such valuation tests and procedures considered necessary under the circumstances. The opinion included, but was not necessarily limited to, the following procedures:

Reviewed the share exchange agreement between AutoChina and Spring Creek, dated February 4, 2009;

Reviewed and analyzed financial statements as of September 30, 2008;

Reviewed and analyzed audited historical financial statements for the fiscal years ending 2005 through 2007;

Reviewed and analyzed unaudited financial statements, including as of December 31, 2008;

Reviewed and analyzed financial projections prepared by management of AutoChina for the years ending December 31, 2008 through December 31, 2012 for the AutoChina;

Performed other financial studies, analyses and investigations, and considered such other information, as Houlihan Smith deemed necessary or appropriate;

Prepared an analysis of maximum potential value based on reaching EBITDA growth levels and thresholds for earn-out shares consideration, in accordance with Schedule C of the share exchange agreement;

Held discussions with management of Spring Creek and the AutoChina to discuss assumptions used in projections and Houlihan Smith’s analysis;

Reviewed the pro forma capitalization table, including total value on a basic and diluted basis, which was adjusted on a pro forma basis to reflect net upfront consideration shares, holdback shares and warrants;

Reviewed and analyzed AutoChina’s Restructuring Plan and Implementing Steps document;

Reviewed publicly available financial information and other data with respect to Spring Creek, including the Annual Report on Form 10-K for the year ended December 31, 2007 and Form 10-Q for the nine months ended September 30, 2008;

Held discussions with Spring Creek management and AutoChina management regarding, among other items, the automotive retail, motor vehicle retail, consumer finance and specialized finance industries specifically, and other industries generally;

Reviewed financial and operating information with respect to certain publicly-traded companies in the automotive retail, motor vehicle retail, consumer finance and specialized finance industries, which Houlihan Smith believes to be generally comparable to the business of the Target, as well as other research related to the size and growth of markets in which the Target operates or may operate;

Reviewed a summary of the capital structures of AutoChina on both a pre-transaction and post-transaction basis regarding the Potential Transaction;

Reviewed AutoChina’s current organizational chart; and

Performed other financial studies, analyses and investigations, and considered such other information, as Houlihan Smith deemed necessary or appropriate.

In arriving at its opinion, Houlihan Smith relied upon and assumed, without independent verification, the accuracy, completeness and reasonableness of the financial, legal, tax, and other information discussed with or reviewed by Houlihan Smith and assumed such accuracy and completeness for purposes of rendering its opinion. In addition, Houlihan Smith did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of AutoChina, nor was Houlihan Smith furnished with any such evaluation or appraisal other than the historical equipment and property appraisals, described above. In addition, Houlihan Smith did not attempt to confirm whether AutoChina had good title to its assets. Further, Houlihan Smith relied upon the assurances of both Spring Creek’s management and AutoChina’s management that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading. With respect to the financial information and projections utilized, Houlihan Smith assumed that such information has been reasonably prepared on a basis reflecting the best currently available estimates and judgments, and that such information provides a reasonable basis upon which it could make an analysis and form an opinion. The projections were solely used in connection with the rendering of Houlihan Smith’s fairness opinion. Investors should not place reliance upon such projections, as they are not necessarily an indication of what Spring Creek’s revenues and profit margins will be in the future. The projections were based upon financial projections prepared by AutoChina’s management and are not to be interpreted as projections of future performance (or ‘‘guidance’’) by Spring Creek’s management. Houlihan Smith did not receive any instructions from Spring Creek or AutoChina on how to use or rely on the projections used in rendering its fairness opinion. Houlihan Smith did not evaluate the solvency or fair value of AutoChina under any foreign, state or federal laws relating to bankruptcy, insolvency or similar matters.

In connection with rendering its opinion, Houlihan Smith performed certain financial, comparative and other analyses as summarized herein. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial and comparative analysis and the application of those methods to the particular circumstances. Therefore, such an opinion is not readily susceptible to summary description. Furthermore, in arriving at its opinion, Houlihan Smith did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor.

Houlihan Smith recommends that its analyses be considered as a whole and that considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion. In its analyses, Houlihan Smith made numerous assumptions with respect to industry performance, general business and economic conditions, and other matters, many of which are beyond the control of Spring Creek. None of Spring Creek, Houlihan Smith or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses were not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of businesses do not purport to be appraisals or to reflect the prices at which businesses actually may be sold.

The following is a summary of the material financial analyses utilized by Houlihan Smith in providing its opinion to Spring Creek’s Board of Directors. The summaries of certain financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Houlihan Smith, the tables must be viewed in association with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Accordingly, the analyses listed in the tables and described herein must be considered as a whole. The consideration of any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the opinion.

Discounted Cash Flow Analysis

Houlihan Smith performed discounted cash flow analyses to derive a value of AutoChina based on the present value of estimated future net cash flows. Houlihan Smith performed four discounted cash flow analyses, (i) automotive dealership – base case scenario, (ii) automotive dealership – optimal case scenario, (iii) commercial vehicle financing – base case scenario, and (iv) commercial vehicle financing – optimal case scenario. The projected revenue, cost of goods, and expenses in each discounted cash flow model were primarily based on a review of management’s projected profit and loss statements for the years 2009 through 2012, discussions with management regarding historical and future operating performance, and a review of industry characteristics.

Houlihan Smith forecasted net cash flows over 7-year discrete periods in the two automotive dealership scenarios and over 9-year discrete periods in the two commercial vehicle financing scenarios, discounted at the estimated weighted average cost of capital (WACC) reflecting the risks associated with achieving the projected cash flows in each scenario. The WACC was derived using the model, which included the return of a risk-free asset plus an estimate of equity risk premium adjusted by a measure of systematic risk (beta) derived from the selected comparable companies.

The value of the net cash flows beyond the discrete forecast period, or the residual period, was calculated using a terminal value and discounted to present value. Based on assumptions and procedures of the discounted cash flow analysis, Houlihan Smith estimated the total equity value range to be approximately $64.7 million to $409.8 million.

Calculation of Equity Value

Equity value was calculated by determining the enterprise value and deducting net debt. Net debt consists of interest bearing debt, minority interest and preferred stock reduced by cash and short-term investments.

Guideline Public Company Analysis

Houlihan Smith selected a group of publicly traded comparable companies to each of the automotive dealership segment and the commercial vehicle financing segment based on proprietary research and input from management to observe and assess the market pricing of specific financial and operating data of companies that share similar industry risks as AutoChina. The observed multiples were calculated on historical and forecasted financial metrics. Based on their analysis, Houlihan Smith applied the medians of the Price to Sales, Price to Earnings before Interest and Taxes (EBIT) multiples to derive a range of values for the dealership segment; and the medians of Price to EBIT and Price to Book multiple to derive a range of values. The selected companies and multiples are presented in the table labeled Public Company Valuation Multiples.

The selection of the comparable companies originated with Houlihan Smith’s proprietary research and due diligence and a review of certain comparable companies recommended by Spring Creek management. The selection criteria included a requirement that the companies were publicly traded in the industries of Automotive Retail and Automotive Financing. Houlihan Smith then reviewed the business descriptions for companies with comparable customers and products to develop a list of comparable public companies.

Automotive Dealership Segment

PUBLIC COMPANY VALUATION MULTIPLES

		TEV/			TEV/			TEV/			TEV/			PRICE/			PRICE/			PRICE/			PRICE/			PRICE/
Ticker	Company Name	REVENUE			EBITDA			EBIT			BV			REVENUE			EBITDA			EBIT			BOOK VALUE			EARNINGS
TSEC:2227	Yulon Nissan Motor Co. Ltd.		0.2	x		3.4	x		5.0	x		0.0	x		0.3	x		0.0	x		6.5	x		0.5	x		8.2	x
JASDAQ:8298	Family, Inc.		0.6			8.4			11.3			0.0			0.1			0.0			1.9			0.4			21.3
SEHK:1828	Dah Chong Hong Holdings Limited		0.1			2.9			3.7			0.0			0.1			0.0			2.9			0.4			3.1
SEHK:489	Dongfeng Motor Group Co. Ltd.		0.3			3.3			5.1			0.0			0.3			0.0			4.0			1.0			4.4
TSE:7599	Gulliver International Co. Ltd.		0.2			3.8			5.2			0.0			0.1		NA				2.2			0.7			4.9
KOSE:A004550	Daewoo Motor Sales Corp.		0.7			19.0			26.4			0.0			0.1		0.0				2.4			0.2			3.6

	Max		0.7	x		19.0	x		26.4	x		0.0	x		0.3	x		0.0	x		6.5	x		1.0	x		21.3	x
	Median		0.3			3.6			5.1			0.0			0.1			0.0			2.6			0.4			4.7
	Min		0.1			2.9			3.7			0.0			0.1			0.0			1.9			0.2			3.1
	Mean		0.3			6.8			9.4			0.0			0.1			0.0			3.3			0.5			7.6
	STDEV		0.2			6.3			8.7			0.0			0.1			0.0			1.7			0.3			7.0

Commercial Vehicle Financing Segment

PUBLIC COMPANY VALUATION MULTIPLES

		TEV/			TEV/			TEV/			TEV/			PRICE/			PRICE/			PRICE/			PRICE/			PRICE/
Ticker	Company Name	REVENUE			EBITDA			EBIT			BV			REVENUE			EBITDA			EBIT			BOOK VALUE			EARNINGS
SEHK:172	Goldbond Group Holdings Ltd.		2.6	x		3.9	x		3.9	x		0.0	x		2.4	x		0.0	x		3.5	x		0.8	x		5.6	x
SEHK:489	Dongfeng Motor Group Co. Ltd.		0.3			3.3			5.1			-			0.3			-			4.0			1.0			4.4
TSE:8579	Tokyo Leasing Co., Ltd.		2.9			8.5			111.5			13.5			0.1			0.3			3.9			0.7			8.7
SET:AEONTS	AEON Thana Sinsap Thailand Public Co. Ltd.	NA			NA			NA			NM				1.1		NA				3.3			1.1			4.6
BSE:500034	Bajaj Auto Finance Ltd.	NA			NA			NA			NM				0.6		NA				8.1			-			11.7
SEHK:626	Public Financial Holdings Limited	NA			NA			NA			NM				2.6		NA				4.4			0.5			4.8

	Max		2.9	x		8.5	x		111.5	x		13.5	x		2.6	x		0.3	x		8.1	x		1.1	x		11.7	x
	Median		2.6			3.9			5.1			-			0.8			-			4.0			0.7			5.2
	Min		0.3			3.3			3.9			-			0.1			-			3.3			-			4.4
	Mean		2.0			5.2			40.2			4.5			1.2			0.1			4.5			0.7			6.6
	STDEV		1.5			2.8			61.8			7.8			1.1			0.2			1.8			0.4			2.9

The multiples were applied to each of AutoChina’s automotive dealership and commercial vehicle financing segments financial metrics. A summary of the guideline public company results is presented in the following table.

	Dealership				Truck Financing				Combined
Methodology	Minimum		Maximum		Minimum		Maximum		Minimum1		Maximum

Guideline Public Company Method	$	34,058.75	$	305,870.75	$	7,433.07	$	103,888.64	$	64,763.62	$	409,759.39

Based on the procedures and analysis described for the guideline public company method, Houlihan Smith estimated the equity value of AutoChina to be approximately $64.7 to $409.8 million.

Conclusion of Value

Houlihan Smith utilized the income and market approaches to derive conclusions of equity value of AutoChina Group, Inc. A summary of Houlihan Smith’s analyses and conclusions is presented in the following table.

AutoChina Group

Fair Market Value Range
($ in Millions)
	Dealership				Truck Financing				Combined
Methodology	Minimum		Maximum		Minimum		Maximum		Minimum1		Maximum
Guideline Public Company Method	$	34,058.75	$	305,870.75	$	7,433.07	$	103,888.64	$	64,763.62	$	409,759.39
Discounted Cash Flow Method	$	79,769.86	$	610,027.77	$	42,021.14	$	159,513.27	$	121,791.00	$	769,541.04

	Pre Transaction			Minimum			Maximum

Spring Creek Net Assets	$	23,271.79		$	23,271.79
Fair Market Value Auto China	$	-		$	41,491.82		$	769,541.04
Total	$	23,271.79		$	64,763.62		$	769,541.04

Spring Creek Ownership Percentage		100.00	%		44.17	%		20.89	%
Fair Market Value of Spring Creek Stake	$	23,271.79		$	28,606.94		$	160,776.26

Houlihan Smith’s conclusion of equity value indicates that the price paid for AutoChina is fair to Spring Creek’s shareholders from a financial point of view.

80% Test

Spring Creek’s initial business combination must be with a target business whose fair market value is at least equal to 80% of Spring Creek’s net assets at the time of such acquisition. In support of its opinion that, as of the date of its opinion, the fair market value of AutoChina is at least equal to 80% of Spring Creek’s net assets, Houlihan Smith estimated Spring Creek’s net asset value as of September 30, 2008 and compared such value to a range of equity for AutoChina. The net asset value of Spring Creek was approximately $39,675,335 per the Form 10-Q for the period ending September 30, 2008. Houlihan Smith used the equity value range for AutoChina determined by the income and market approach analyses described above. Based on such analysis, Houlihan Smith concluded that the fair market value of AutoChina exceeds 80% of Spring Creek’s net assets. While Spring Creek’s Board of Directors considered the opinion and analysis of Houlihan Smith in approving the acquisition, prior to completing the acquisition, the Board of Directors will make its definitive determination of whether the 80% test is satisfied as of the date of the acquisition.

About Houlihan Smith

Houlihan Smith is an investment banking firm that, as part of its investment banking business, regularly is engaged in the evaluation of businesses and their securities in connection with mergers, acquisitions, corporate restructurings, private placements, and for other purposes. Spring Creek’s Board of Directors determined to use the services of Houlihan Smith because it is a recognized investment banking firm that has substantial experience in similar matters. Houlihan Smith has received a fee in connection with the preparation and issuance of its opinion and will be reimbursed for its reasonable out-of-pocket expenses, including attorneys’ fees. In addition, Spring Creek has agreed to indemnify Houlihan Smith for certain liabilities that may arise out of the rendering of its opinion. Houlihan Smith does not beneficially own any interest in Spring Creek or AutoChina and has not provided any such company with any other services.

Conclusion of Spring Creek’s Board of Directors.

After careful consideration of all relevant factors, Spring Creek’s Board of Directors determined that the acquisition is fair to, and in the best interests of, Spring Creek and its shareholders. The Board of Directors has approved and declared the proposal advisable and recommends that you vote or give instructions to vote “FOR” the approval of the acquisition.

The foregoing discussion of the information and factors considered by the Spring Creek Board is not meant to be exhaustive, but includes the material information and factors considered by it.

Certain U.S. Federal Income Tax Consequences of the Acquisition

For a discussion of certain U.S. federal income tax consequences of the acquisition and of owning ordinary shares and warrants in Spring Creek after the acquisition, see “Material United States Federal Income Tax Considerations,” below.

Anticipated Accounting Treatment

Regulatory Matters

The acquisition is not subject to the Hart Scott Rodino Act or any federal or state regulatory requirement or approval.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

General

The following is a summary of the material U.S. federal income tax consequences of the acquisition to Spring Creek and to holders of our ordinary shares and warrants, sometimes referred to as Spring Creek securities, and of owning and disposing of Spring Creek securities after the acquisition. Because the components of a unit are separable at the option of the holder, the holder of a unit should be treated, for U.S. federal income tax purposes, as the owner of the underlying ordinary share and warrant components of the unit, as the case may be. As a result, the discussion below of the U.S. federal income tax consequences with respect to actual holders of ordinary shares and warrants should also apply to the holder of a unit (as the deemed owner of the underlying ordinary share and warrant components of the unit). The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of ordinary shares or warrants that is for U.S. federal income tax purposes:

an individual citizen or resident of the United States;

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If a beneficial owner of our ordinary shares and warrants is not described as a U.S. Holder and is not an entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes, such owner will be considered a “Non-U.S. Holder.” The U.S. federal income tax consequences applicable specifically to Non-U.S. Holders is described below under the heading “Non-U.S. Holders.”

This summary is based on the Internal Revenue Code of 1986, as amended, or the “Code,” its legislative history, existing and proposed Treasury regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on a retroactive basis.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to Spring Creek or to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only holders that own our ordinary shares and warrants as capital assets within the meaning of Section 1221 of the Code, and does not address the potential application of the alternative minimum tax or the U.S. federal income tax consequences to holders that are subject to special rules, including:

financial institutions or financial services entities;

broker-dealers;

taxpayers who have elected mark-to-market accounting;

tax-exempt entities;

governments or agencies or instrumentalities thereof;

insurance companies;

regulated investment companies;

real estate investment trusts;

certain expatriates or former long-term residents of the United States;

persons that actually or constructively own 5% or more of our voting shares;

persons that hold our ordinary shares or warrants as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or

persons whose functional currency is not the U.S. dollar.

This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, or state, local or non-U.S. tax laws. Additionally, the discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our ordinary shares or warrants through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our ordinary shares and warrants, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership.

We have not sought, and will not seek, a ruling from the Internal Revenue Service (“IRS”) or an opinion of counsel as to any U.S. federal income tax consequence described herein. The IRS may disagree with the description herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

BECAUSE OF THE COMPLEXITY OF THE TAX LAWS AND BECAUSE THE TAX CONSEQUENCES TO SPRING CREEK OR TO ANY PARTICULAR HOLDER OF SPRING CREEK SECURITIES MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN, EACH HOLDER OF SPRING CREEK SECURITIES IS URGED TO CONSULT WITH ITS TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE ACQUISITION AND THE OWNERSHIP AND DISPOSITION OF SPRING CREEK’S ORDINARY SHARES AND WARRANTS, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS.

Tax Consequences of the Acquisition

Neither Spring Creek nor any holder of Spring Creek securities should recognize any gain or loss as a result of the acquisition for U.S. federal income tax purposes.

Tax Consequences to U.S. Holders of Ordinary Shares and Warrants of Spring Creek

Taxation of Distributions Paid on Ordinary Shares

Subject to the passive foreign investment company, or “PFIC”, rules discussed below, a U.S. Holder will be required to include in gross income as ordinary income the amount of any dividend paid on our ordinary shares. A distribution on our ordinary shares will be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Such dividend will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. Distributions in excess of such earnings and profits will be applied against and reduce the U.S. Holder’s basis in its ordinary shares and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such ordinary shares.

With respect to non-corporate U.S. Holders for taxable years beginning before January 1, 2011, dividends may be taxed at the lower applicable long-term capital gains rate (see “— Taxation on the Disposition of Ordinary Shares and Warrants” below) provided that (1) our ordinary shares are readily tradable on an established securities market in the United States, (2) we are not a PFIC, as discussed below, for either the taxable year in which the dividend was paid or the preceding taxable year, and (3) certain holding period requirements are met. It is not entirely clear, however, whether a U.S. Holder’s holding period for our ordinary shares would be suspended for purposes of clause (3) above for the period that such holder had a right to have such ordinary shares redeemed by us. In addition, under recently published IRS authority, ordinary shares are considered for purposes of clause (1) above to be readily tradable on an established securities market in the United States only if they are listed on certain exchanges, which presently include NASDAQ and the NYSE but do not include the OTC Bulletin Board. Although we intend to explore the possibility of listing on NASDAQ or the NYSE, there is no assurance such listing will be obtained. If the only exchange on which our ordinary shares are listed and traded is the OTC Bulletin Board, any dividends paid on our ordinary shares are not expected to qualify for the lower rate. U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for any dividends paid with respect to our ordinary shares.

If PRC taxes apply to dividends paid to a U.S. Holder on our ordinary shares, such taxes may be treated as foreign taxes eligible for credit against such holder’s U.S. federal income tax liability (subject to certain limitations), and a U.S. Holder may be entitled to a reduced rate of PRC taxes under the income tax treaty between the United States and the PRC. U.S. Holders should consult their own tax advisors regarding the creditability of any such PRC tax and their eligibility for the benefits of the income tax treaty between the United States and the PRC.

Taxation on the Disposition of Ordinary Shares and Warrants

Upon a sale or other taxable disposition of our ordinary shares or warrants (which, in general, would include a redemption of ordinary shares pursuant to the exercise by a U.S. Holder of its redemption rights), and subject to the PFIC rules discussed below, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the ordinary shares or warrants. See “— Exercise or Lapse of a Warrant” below for a discussion regarding a U.S. Holder’s basis in the ordinary shares acquired pursuant to the exercise of a warrant.

Capital gains recognized by U.S. Holders generally are subject to U.S. federal income tax at the same rate as ordinary income, except that long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a maximum rate of 15% for taxable years beginning before January 1, 2011 (and 20% thereafter). Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the ordinary shares or warrants exceeds one year. The deductibility of capital losses is subject to various limitations.

If PRC taxes apply to any gain from the disposition of our ordinary shares or warrants by a U.S. Holder, such taxes may be treated as foreign taxes eligible for credit against such holder’s U.S. federal income tax liability (subject to certain limitations), and a U.S. Holder may be entitled to certain benefits under the income tax treaty between the United States and the PRC. U.S. Holders should consult their own tax advisors regarding the creditability of any such PRC tax and their eligibility for the benefits of the income tax treaty between the United States and the PRC.

Exercise or Lapse of a Warrant

Subject to the discussion of the PFIC rules below, a U.S. Holder generally will not recognize gain or loss upon the exercise of a warrant for cash. Ordinary shares acquired pursuant to the exercise of a warrant for cash generally will have a tax basis equal to the U.S. Holder’s tax basis in the warrant, increased by the amount paid to exercise the warrant. The holding period of such ordinary shares generally would begin on the day after the date of exercise of the warrant. The terms of a warrant provide for an adjustment to the number of ordinary shares for which the warrant may be exercised or to the exercise price of the warrant, in certain events. Such adjustment may, under certain circumstances, result in constructive distributions that could be taxable to the U.S. Holder of the warrants. Conversely, the absence of an appropriate adjustment similarly may result in a constructive distribution that could be taxable to the U.S. Holders of the ordinary shares. See “—Taxation of Distributions Paid on Ordinary Shares,” above. If a warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the warrant.

Passive Foreign Investment Company Rules

A foreign corporation will be a passive foreign investment company, or PFIC, if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any company in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any company in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or business), and gains from the disposition of passive assets.

Based on the composition of our assets to date, which have largely consisted of cash and other investment assets, it is likely that we qualified as a PFIC in 2007 and 2008. Our actual PFIC status for any subsequent taxable year, however, will not be determinable until after the end of the taxable year, and accordingly there can be no assurance with respect to our status as a PFIC for the current taxable year or any future taxable year.

If we qualified as a PFIC for any taxable year during which a U.S. Holder held our ordinary shares or warrants, and the U.S. Holder did not make either a timely qualified electing fund (“QEF”) election for the first taxable year of its holding period for our ordinary shares or a mark-to-market election, as described below, such holder will be subject to special rules with respect to:

any gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares or warrants; and

any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the ordinary shares during the three preceding taxable years or, if shorter, such U.S. Holder’s holding period for the ordinary shares).

Under these rules,

the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares or warrants;

the amount allocated to the taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to any taxable year prior to the first taxable year in which we qualified as a PFIC, will be taxed as ordinary income;

the amount allocated to other taxable years will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such year.

In addition, if we are a PFIC, a U.S. Holder who acquires our ordinary shares or warrants from a deceased U.S. Holder who dies before January 1, 2010 and who had not made a timely QEF election for the ordinary shares generally will be denied the step-up of U.S. federal income tax basis in such shares or warrants to their fair market value at the date of the deceased holder’s death. Instead, such U.S. Holder would have a tax basis in such shares or warrants equal to the deceased holder’s tax basis, if lower.

In general, a U.S. Holder may avoid the PFIC tax consequences described above in respect to our ordinary shares by making a timely QEF election to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed. A U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

A U.S. Holder may not make a QEF election with respect to its warrants. As a result, if a U.S. Holder sells or otherwise disposes of a warrant (other than upon exercise of a warrant), any gain recognized generally will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the U.S. Holder held the warrants. If a U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired ordinary shares (or has previously made a QEF election with respect to our ordinary shares), the QEF election will apply to the newly acquired ordinary shares, but the adverse tax consequences relating to PFIC shares will continue to apply with respect to such ordinary shares (which generally will be deemed to have a holding period for the purposes of the PFIC rules that includes the period the U.S. Holder held the warrants), unless the U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will have a new basis and holding period in the ordinary shares acquired upon the exercise of the warrants for purposes of the PFIC rules.

The QEF election is made on a stockholder-by-stockholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS.

In order to comply with the requirements of a QEF election, a U.S. Holder must receive certain information from us. Upon request from a U.S. Holder, we will endeavor to provide to the U.S. Holder no later than 90 days after the request such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.

If a U.S. Holder has elected the application of the QEF rules to our ordinary shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for the first tax year of the U.S. Holder’s holding period for our ordinary shares or a purge of the PFIC taint pursuant to a purging election), any gain recognized on the appreciation of our ordinary shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally will not be taxable as a dividend. The tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.

Although a determination as to our PFIC status will be made annually, an initial determination that our company is a PFIC will generally apply for subsequent years to a U.S. Holder who held ordinary shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those years. A U.S. Holder who makes the QEF election discussed above for our first tax year in which the U.S. Holder holds (or is deemed to hold) our ordinary shares and for which we are determined to be a PFIC, however, will not be subject to the PFIC tax and interest charge rules (or the denial of basis step-up at death) discussed above in respect to such shares. In addition, such U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for the tax years in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our tax years in which we are a PFIC and the U.S. Holder holds (or is deemed to hold) our ordinary shares, the PFIC rules discussed above will continue to apply to such shares unless the holder makes a purging election and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period.

Alternatively, if a U.S. Holder owns ordinary shares in a PFIC that is treated as marketable stock, the U.S. Holder may make a mark-to-market election. If the U.S. Holder makes a valid mark-to-market election for the first tax year in which the U.S. Holder holds (or is deemed to hold) ordinary shares in Spring Creek and for which it is determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its ordinary shares. Instead, in general, the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its ordinary shares at the end of its taxable year over the adjusted basis in its ordinary shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its ordinary shares over the fair market value of its ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the ordinary shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to warrants.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission (including NASDAQ and the NYSE), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Although we intend to explore the possibility of listing on NASDAQ or the NYSE, there is no assurance such listing will be obtained. If the only exchange on which our ordinary shares are listed and traded is the OTC Bulletin Board, they may not currently qualify as marketable stock for purposes of this election. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our ordinary shares under their particular circumstances.

If we are a PFIC and, at any time, have a non-U.S. subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC. Upon request, we will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder no later than 90 days after the request the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.

If a U.S. Holder owns (or is deemed to own) shares during any year in a PFIC, such holder may have to file an IRS Form 8621 (whether or not a QEF election or mark-to-market election is made).

The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of our ordinary shares and warrants should consult their own tax advisors concerning the application of the PFIC rules to our ordinary shares and warrants under their particular circumstances.

Tax Consequences to Non-U.S. Holders of Ordinary Shares and Warrants in Spring Creek

Dividends paid to a Non-U.S. Holder in respect to its ordinary shares generally will not be subject to U.S. federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains in the United States).

In addition, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of our ordinary shares or warrants unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains in the United States) or the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of sale or other disposition and certain other conditions are met (in which case, such gain from United States sources generally is subject to tax at a 30% rate or a lower applicable tax treaty rate).

Dividends and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to tax in the same manner as for a U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, may also be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.

Backup Withholding and Information Reporting

In general, information reporting for U.S. federal income tax purposes will apply to distributions made on our ordinary shares within the United States to a non-corporate U.S. Holder and to the proceeds from sales and other dispositions of our ordinary shares or warrants by a non-corporate U.S. Holder to or through a U.S. office of a broker. Payments made (and sales and other dispositions effected at an office) outside the United States will be subject to information reporting in limited circumstances.

In addition, backup withholding of United States federal income tax, currently at a rate of 28%, generally will apply to dividends paid on our ordinary shares to a non-corporate U.S. Holder and the proceeds from sales and other dispositions of shares or warrants by a non-corporate U.S. Holder, in each case who:

fails to provide an accurate taxpayer identification number;

is notified by the IRS that backup withholding is required; or

in certain circumstances, fails to comply with applicable certification requirements.

A Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Rather, the amount of any backup withholding will be allowed as a credit against a U.S. Holder’s or a Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is timely furnished to the IRS.

PROPOSAL TO ELECT DIRECTORS

Three (3) director nominees are seeking to be elected at the extraordinary general meeting, to hold office until the expiration of their term and until their successors are elected and qualified. Management expects that each of the nominees will be available for election, but if any of them is not a candidate at the time the election occurs, it is intended that such proxy will be voted for the election of another nominee to be designated by the Board of Directors to fill any such vacancy.

Information About Director Nominees

Mr. Yong Hui Li, director—see biographical information set forth under “Directors and Management.”

Mr. Thomas Luen-Hung Lau, director—see biographical information set forth under “Directors and Management.”

Mr. Hui Kai Yan, director— see biographical information set forth under “Directors and Management.”

If the acquisition proposal is not approved, this proposal will not be presented at the meeting. In addition, appointment of the candidates to the Board of Directors is contingent on consummation of the acquisition, and if the acquisition is not subsequently consummated, the candidates will not be appointed the Spring Creek’s Board of Directors. If the amendment to Spring Creek’s Amended and Restated Memorandum and Articles of Association is not adopted the Board of Directors will be classified, in which case Messrs. Li and Yan would be Class C directors, and Mr. Lau would be a Class B director. Mr. Sha and Ms. Liu remain Class A directors. The term of the Class A directors would expire at the 2009 general meeting, the term of the Class B director would expire at the 2010 general meeting and the term of the Class C directors would expire at the 2011 general meeting.

Conclusion of Spring Creek’s Board of Directors. After careful consideration of all relevant factors, Spring Creek’s Board of Directors unanimously recommends that you vote “FOR” the election of each of the nominated directors

PROPOSAL TO APPROVE THE INCENTIVE PLAN

Background

AutoChina International Limited 2009 Equity Incentive Plan (referred to below as the “incentive plan”) has been approved by Spring Creek’s Board of Directors and will take effect upon consummation of the acquisition, provided that the acquisition and the incentive plan are approved by the shareholders at the extraordinary general meeting.

Under the terms of the incentive plan, 1,675,000 Spring Creek ordinary shares are reserved for issuance in accordance with its terms (provided, however, that dividend equivalent rights are payable solely in cash and therefore do not reduce the number of shares that may be granted under the incentive plan and that stock appreciation rights only reduce the number of shares available for grant under the plan by the number of shares actually received by the grantee). Spring Creek currently anticipates that, shortly after the acquisition, it will grant awards to acquire up to approximately 30,000 shares pursuant to the incentive plan to Johnson Lau, AutoChina’s Chief Financial Officer. Any other awards under the plan will be made by the post-transaction Board of Directors. Assuming that the anticipated grants are made, there would be at least approximately 1,645,000 shares remaining for issuance in accordance with the incentive plan’s terms. The purpose of the incentive plan is to assist Spring Creek in attracting, retaining and providing incentives to its employees, directors and consultants, or the employees, directors and consultants of its affiliates, whose past, present and/or potential future contributions to Spring Creek have been, are or will be important to the success of Spring Creek and to align the interests of such persons with Spring Creek’s shareholders. It is also designed to motivate employees and to significantly contribute toward growth and profitability, to provide incentives to Spring Creek’s directors, employees and consultants who, by their position, ability and diligence are able to make important contributions to Spring Creek’s growth and profitability. The various types of incentive awards that may be issued under the incentive plan will enable Spring Creek to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of its business.

The discussion in this proxy statement of the incentive plan is subject to, and is qualified in its entirety by reference to, the incentive plan. The full text of the incentive plan is attached hereto as Annex E, which is incorporated by reference herein.

Description of the Incentive Plan

A summary of the principal features of the incentive plan is provided below, but is qualified in its entirety by reference to the full text of the incentive plan, a copy of which is attached to this proxy statement as Annex E.

Awards

The incentive plan provides for the authority to grant any type of arrangement to a qualified person, which involves shares, cash, options or stock appreciation rights, or a similar right with a fixed or variable price related to the fair market value of the ordinary shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions. Such awards include, without limitation, incentive stock options, non-qualified stock options, stock appreciation rights, sales or bonuses of restricted shares, restricted share units or dividend equivalent rights, or any two or more of such awards in combination, for an aggregate of not more than 1,675,000 of Spring Creek’s ordinary shares, to directors, employees and consultants of Spring Creek or its affiliates. If any award expires, is cancelled, or terminates unexercised or is forfeited, the number of shares subject thereto, if any, is again available for grant under the incentive plan. The number of ordinary shares with respect to which stock options or stock appreciation rights may be granted to a grantee under the incentive plan in any calendar year cannot exceed 500,000. The number of ordinary shares with respect to which restricted shares or restricted share units may be granted to a grantee under the incentive plan in any calendar year cannot exceed 500,000.

Assuming the acquisition is consummated, there would be approximately 1,600 employees, directors and consultants who would be eligible to receive awards under the incentive plan. New directors, employees and consultants would be eligible to participate in the incentive plan as well.

Spring Creek does not currently have any outstanding options or any intention, agreement or obligation to issue any options outside the incentive plan.

Administration of the Incentive Plan

The incentive plan will be administered by either Spring Creek’s Board of Directors or a committee (referred to as the committee), if the Board of Directors delegates the ability to administrate the plan. Among other things, the Board of Directors or, if the Board of Directors delegates its authority to the committee, the committee, has complete discretion, subject to the express limits of the incentive plan, to determine the employees, directors and consultants to be granted awards, the types of awards to be granted, the number of Spring Creek ordinary shares subject to each award, if any, the exercise price under each option, the base price of each stock appreciation right, the term of each award, the vesting schedule and/or performance goals for each award that utilizes such a schedule or provide for performance goals, whether to accelerate vesting, the value of the ordinary shares, and any required withholdings. The Board of Directors or the committee may amend, modify or terminate any outstanding award, provided that the grantee’s consent to such action is required if the action would materially and adversely affect the grantee. The Board of Directors or the committee is also authorized to construe the award agreements and may prescribe rules relating to the incentive plan. The Board of Directors or committee may reduce the exercise price of options or reduce the base appreciation amount of any stock appreciation right without shareholder approval. Except as specified below, no award that was intended to qualify as performance based compensation may have an exercise or purchase price, if any, of less than 100% of the fair market value of Spring Creek’s ordinary shares.

Special terms relating to Stock Options

The incentive plan provides for the grant of stock options, which may be either “incentive stock options” (ISOs), which are intended to meet the requirements for special U.S. federal income tax treatment under the Code, or “nonqualified stock options” (NQSOs). Options may be granted on such terms and conditions as the Board of Directors or the committee may determine; provided, however, that the exercise price of an option may not be less than 100% of the fair market value of the underlying stock on the date of grant, and the term of an ISO may not exceed ten years (110% of such value and five years in the case of an ISO granted to an employee who owns (or is deemed to own) more than 10% of the total combined voting power of all classes of capital stock of Spring Creek or a parent or subsidiary of Spring Creek). ISOs may only be granted to employees. In addition, the aggregate fair market value of ordinary shares underlying one or more ISOs (determined at the time of grant) which are exercisable for the first time by any one employee during any calendar year may not exceed $100,000. The Board of Directors or the committee may permit a cashless “net exercise” of the options (which is attached to the incentive plan attached hereto as Annex E).

Additional Terms

ISOs may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the grantee, only by the grantee. Other awards are transferable (i) by will and by the laws of descent and distribution and (ii) during the lifetime of the grantee: (a) to a Holding Company (as defined in the incentive plan) of such grantee, or (B) to the extent and in the manner authorized by the Board of Directors or the committee. No shares will be delivered under the incentive plan to any grantee or other person until such grantee or other person has made arrangements acceptable to the Board of Directors or the committee for the satisfaction of any national, provincial or local income and employment tax withholding obligations, including, without limitation, obligations incident to the receipt of Shares. A grantee is not considered a shareholder with respect to the shares underlying an award until the shares are issued to the grantee.

Amendments

Spring Creek’s Board of Directors may at any time amend, alter, suspend or terminate the incentive plan; provided, that no amendment requiring shareholder approval will be effective unless such approval has been obtained, and provided further that no amendment of the incentive plan or its termination may be effected if it would materially and adversely affect the rights of a grantee without the grantee’s consent.

Certain U.S. Federal Income Tax Consequences of the Incentive Plan

The following is a general summary of the U.S. federal income tax consequences under current tax law to Spring Creek and to individual grantees in the incentive plan who are individual citizens or residents of the United States of ISOs, NQSOs, restricted stock awards, unrestricted stock awards, distribution equivalent right awards and SARs granted pursuant to the incentive plan. It does not purport to cover all of the special rules that may apply, including special rules relating to limitations on the ability of Spring Creek to deduct certain compensation, special rules relating to deferred compensation, golden parachutes, grantees subject to Section 16(b) of the Exchange Act and the exercise of an option with previously-acquired shares. In addition, this summary does not address the state or local income or other tax consequences inherent in the acquisition, ownership, vesting, exercise, termination or disposition of an award under the incentive plan or Spring Creek ordinary shares issued pursuant thereto.

A grantee generally does not recognize taxable income upon the grant of an NQSO or an ISO. Upon the exercise of an NQSO, the grantee generally recognizes ordinary income in an amount equal to the excess, if any, of the fair market value of the shares acquired on the date of exercise over the exercise price thereunder, and Spring Creek will generally be entitled to a deduction for such amount at that time. If the grantee later sells shares acquired pursuant to the exercise of an NQSO, the grantee generally recognizes a long-term or a short-term capital gain or loss, depending on the period for which the shares were held. A long-term capital gain is generally subject to more favorable tax treatment than ordinary income or a short-term capital gain. The deductibility of capital losses is subject to certain limitations.

Upon the exercise of an ISO, the grantee generally does not recognize taxable income. If the grantee disposes of the shares acquired pursuant to the exercise of an ISO more than two years after the date of grant and more than one year after the transfer of the shares to the grantee, the grantee generally recognizes a long-term capital gain or loss, and Spring Creek is not entitled to a deduction. However, if the grantee disposes of such shares prior to the end of the required holding period, all or a portion of the gain is treated as ordinary income, and Spring Creek is generally entitled to deduct such amount.

In addition to the tax consequences described above, a grantee may be subject to the alternative minimum tax, which is payable to the extent it exceeds the grantee’s regular tax. For this purpose, upon the exercise of an ISO, the excess of the fair market value of the shares over the exercise price thereunder is a preference item for purposes of the alternative minimum tax. In addition, the grantee’s basis in such shares is increased by such excess for purposes of computing the gain or loss on the disposition of the shares for alternative minimum tax purposes. If a grantee is required to pay an alternative minimum tax, the amount of such tax which is attributable to deferral preferences (including any ISO adjustment) generally may be allowed as a credit against the grantee’s regular tax liability (and, in certain cases, may be refunded to the grantee) in subsequent years. To the extent the credit is not used, it is carried forward.

A grantee who receives an unrestricted stock award recognizes ordinary compensation income upon receipt of the award equal to the excess, if any, of the fair market value of the shares over any amount paid by the grantee for the shares, and Spring Creek is generally entitled to deduct such payment at such time.

A grantee who receives a restricted stock award that is subject to a substantial risk of forfeiture and certain transfer restrictions generally recognizes ordinary compensation income at the time the restriction lapses in an amount equal to the excess, if any, of the fair market value of the stock at such time over any amount paid by the grantee for the shares. Alternatively, the grantee may elect to be taxed upon receipt of the restricted stock based on the value of the shares at the time of grant. Spring Creek is generally entitled to a deduction at the same time as ordinary compensation income is required to be included by the grantee and in the same amount. Dividends received with respect to such restricted stock are generally treated as compensation, unless the grantee elects to be taxed on the receipt (rather than the vestings) of the restricted stock. Other restricted stock awards are taxed in the same manner as an unrestricted stock award.

A grantee generally does not recognize income upon the grant of an SAR. The grantee has ordinary compensation income upon exercise of the SAR equal to the increase in the value of the underlying shares, and Spring Creek will generally be entitled to a deduction for such amount.

A grantee generally does not recognize income for a dividend equivalent right award until payments are received. At such time, the grantee recognizes ordinary compensation income equal to the amount of any cash payments and the fair market value of any Spring Creek ordinary shares received, and Spring Creek is generally entitled to deduct such amount at such time.

Conclusion of Spring Creek’s Board of Directors. After careful consideration of all relevant factors, Spring Creek’s Board of Directors has determined that the proposal to adopt the 2009 Equity Incentive Plan is in the best interests of Spring Creek and its shareholders. Spring Creek’s Board of Directors has approved and declared advisable the proposal and recommends that you vote or give instructions to vote “FOR” the proposal.

PROPOSAL TO CHANGE NAME TO AUTOCHINA INTERNATIONAL LIMITED

Spring Creek proposes to amend its Amended and Restated Memorandum and Articles of Association to change its corporate name from “Spring Creek Acquisition Corp.” to “AutoChina International Limited” upon consummation of the acquisition in order to reflect Spring Creek’s acquisition of AutoChina. If the acquisition proposal is not approved, the name change amendment will not be presented at the meeting. In addition, if the acquisition is not subsequently consummated, Spring Creek’s Board of Directors will not effect the name change.

In the judgment of Spring Creek’s Board of Directors, if the acquisition is consummated, the change of Spring Creek’s corporate name is desirable to reflect the fact that Spring Creek would then be an operating business. A copy of the Second Amended and Restated Memorandum and Articles of Association as it would be filed if the proposal to change Spring Creek’s name and to amend Spring Creek’s Amended and Restated Memorandum and Articles of Association (pursuant to the immediately subsequent proposal) is attached to this proxy as Annex B.

If the acquisition proposal is not approved, this proposal will not be presented at the meeting. In addition, if the acquisition is not subsequently consummated, Spring Creek’s Board of Directors will not effect this amendment to Spring Creek’s Amended and Restated Memorandum and Articles of Association.

Shareholders will not be required to exchange outstanding share certificates for new share certificates if the amendment is adopted.

Conclusion of Spring Creek’s Board of Directors. After careful consideration of all relevant factors, Spring Creek’s Board of Directors determined that the proposal to amend Spring Creek’s Amended and Restated Memorandum and Articles of Association to change Spring Creek’s name to “AutoChina International Limited” is in the best interests of Spring Creek and its shareholders. The Board of Directors has approved and declared the proposal advisable and recommends that you vote or give instructions to vote “FOR” the approval of the name change.

PROPOSAL TO AMEND SPRING CREEK’S AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION TO REMOVE CERTAIN PROVISIONS THAT ARE NO LONGER APPLICABLE TO SPRING CREEK

Spring Creek proposes to amend its Amended and Restated Memorandum and Articles of Association for the following purposes: (which do not include a discussion of non-substantive revisions or the correction of typographical errors):

An amendment to the definition of “Auditor” to require the combined company to hire an auditor registered with the public company oversight accounting board, and deleting language relating to the combined company hiring “an internationally recognized firm.”

The definitions “Exchange Act”, “FINRA”, “NASD Rules” and “SEC” were deleted.

The definition “Share Exchange Agreement” was added.

The number of votes required to pass a special resolution was increased to 2/3 of votes cast from a majority of the votes cast.

Section 3.2 (formerly Section 3(2)) was revised to clarify that the Board of Directors of the combined company would have the ability to repurchase securities of the combined company.

The Divisions entitled “Liens” (pursuant to which Spring Creek had a lien on its outstanding shares), “Calls on Shares” (pursuant to which Spring Creek could call unpaid amounts on its shares) “Forfeiture of Shares” (which related to shareholders forfeiting their shares in the event that shareholders were unable to pay amounts due on such shares), and “Transfer of Shares” (which related to required procedures in the event of a transfer of shares), were deleted.

Section 44 was revised to remove the provision relating to third parties being able to inspect the register of members for a fee.

Sections 53 and 54, which related to certain procedures that were required to be followed in the event of the death or disability of a stockholder were deleted.

Sections 66 and 67 were revised to require a poll vote, as opposed to permitting a vote by show of hands.

Sections 67 and 70 were deleted because they related to demands for poll votes, which would no longer be required since all votes would be done by poll.

Section 85 was revised to prohibit shareholders from taking action by written consent.

Section 86(7) which did not permit the number of members of the Board of Directors to be less than two, was deleted.

Section 96 was revised to provide that compensation for service on the Board of Directors would be determined by the Board of Directors (as opposed to being determined at a general meeting of shareholders).

The issuance of securities other than pursuant to the equity incentive plan or outstanding convertible securities;

The payment of any dividends or distributions;

A merger or consolidation where the shareholders of the combined company do not hold a majority of the shares post transaction;

The reduction of the authorized capital.

Any recapitalization, reclassification, reorganization, split-off, spin-off, or bankruptcy filing with respect to the combined company.

The approval or amendment of the annual budget, business plan or operating plan of the combined company.

The incurrence of indebtedness of greater than RMB5,000,000 unless such liability is incurred pursuant to the then current business plan.

A change in the size or composition of the Board of Directors.

Any amendment to the Corporate Governance Rules (as defined in Section 125).

Section 124 was added and provides for the formation of an audit, nominating and compensation committee.

Section 125 was added and provides that the combined company and each director is required to comply with applicable policies and procedures of the combined company.

Section 133.1 (formerly Section 133(1)) was revised to provide that any officer (not just a directors and the Secretary, or two directors, or any person appointed by the directors) could sign a document bearing the corporate seal.

Sections 135.1 and 135.2 were added, which provide for procedures on the destruction of documents.

Section 157 was revised to provide that auditor compensation would be determined by the Board of Directors.

In the judgment of Spring Creek’s Board of Directors, if the acquisition is consummated, the amendment to Spring Creek’s Amended and Restated Memorandum and Articles of Association is desirable to remove certain provisions that would no longer be applicable to an operating company and which provide the former management of Spring Creek some ability to influence significant corporate events at the combined company. A copy of the Second Amended and Restated Memorandum and Articles of Association as it would be filed if the proposal to amend Spring Creek’s Amended and Restated Memorandum and Articles of Association and to change Spring Creek’s name (pursuant to the immediately preceding proposal) is attached to this proxy statement as Annex B.

Conclusion of Spring Creek’s Board of Directors. After careful consideration of all relevant factors, Spring Creek’s Board of Directors determined that the proposal to amend Spring Creek’s Amended and Restated Memorandum and Articles of Association is in the best interests of Spring Creek and its shareholders. The Board of Directors has approved and declared the proposal advisable and recommends that you vote or give instructions to vote “FOR” the approval of the amendments to the Amended and Restated Memorandum and Articles of Association described above.

PROPOSAL TO ADJOURN OR POSTPONE THE EXTRAORDINARY GENERAL MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES

This proposal allows Spring Creek’s Board of Directors to submit a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the extraordinary general meeting to approve the proposed acquisition.

If this proposal is not approved by Spring Creek’s shareholders, its Board of Directors may not be able to adjourn the extraordinary general meeting to a later date in the event there are not sufficient votes at the time of the extraordinary general meeting to approve the proposed acquisition.

Conclusion of Spring Creek’s Board of Directors. After careful consideration of all relevant factors, Spring Creek’s Board of Directors determined that the proposal to allow adjournment or postponement of the extraordinary general meeting for the purpose of soliciting additional proxies is in the best interests of Spring Creek and its shareholders. The Board of Directors has approved and declared the proposal advisable and recommends that you vote or give instructions to vote “FOR” the proposal.

INFORMATION ABOUT AUTOCHINA

Overview

AutoChina Group Inc. was incorporated in the Cayman Islands on July 26, 2007 and currently consists of two primary reportable segments : the commercial vehicle financing segment and the automotive dealership segment. AutoChina currently conducts business through over 180 subsidiaries, all of which are majority or wholly-owned, directly or indirectly, by it. Its principal offices are located at 322 Zhongshan East Road, Shijiazhuang, Hebei Province, 050011, People’s Republic of China.

AutoChina is a full-service, integrated retailer of consumer automobiles and related services and provider of commercial vehicle financing and related services under the “Kaiyuan Auto” brand name. AutoChina’s automotive dealerships sell new and used automobiles manufactured by Audi, Toyota, First Auto Works (“FAW”), Hyundai, Buick, Ford, BMW, Chevrolet, ROEWE, Qingling, Cadillac, Peugeot, and Ruida Kia. AutoChina also operates commercial vehicle financing centers. Through its strategically located network of automotive dealerships and commercial vehicle financing centers, AutoChina provides one-stop service for the needs of its customers, including retail sales of new and used consumer automobiles, aftermarket parts sales, service and repair facilities, commercial vehicle financing and related administrative services.

AutoChina’s automotive dealerships and commercial vehicle financing centers are principally located in high traffic areas throughout Hebei, Shanxi, Shandong and Henan provinces, the Inner Mongolia autonomous region and Beijing and Tianjin regions of China. Since commencing operations in 2005, AutoChina has grown to operate 25 automotive dealerships and an insurance brokerage center. Commencing in March 2008 with its first commercial vehicle financing center operated by its subsidiary, Gaocheng Kaiyuan Transportation Service Co., Ltd., AutoChina has quickly grown its network of commercial vehicle financing centers to include 103 centers as of December 31, 2008 (including six centers which are close to receiving a business license).

AutoChina’s business strategy consists of providing its customers with competitively-priced products supported with timely and reliable service through its integrated automotive dealership and commercial vehicle financing center network. AutoChina intends to continue to implement its business strategy, reinforce customer loyalty and remain a market leader by continuing to develop its automotive dealerships and commercial vehicle financing centers as its extends its geographic presence through strategic acquisitions of new locations and expansions of its existing facilities.

Automotive Dealerships. AutoChina’s automotive dealerships are located in the Hebei and Shanxi provinces and Tianjin region of China. All of AutoChina’s retail automotive dealerships are “4S dealerships,” which means that they sell new and used consumer automobiles, repair and service consumer automobiles and sell spare parts. Each automotive dealership is dedicated to and serves only one brand of automobile and is certified by the relevant manufacturer. In addition, each automotive dealership complies with strict technical specifications and facilities requirements, procures vehicles and parts from the manufacturer, and receives training and technical support from the manufacturer. This relationship between each automotive dealership and manufacturer means manufacturers can ensure that genuine spare parts are distributed to end-users directly (circumventing unauthorized dealers and repair shops) and have better control over the aftermarket for their products. Prior to receiving a franchise from a automobile manufacturer, AutoChina has to satisfy certain qualification criteria from the applicable automobile manufacturer, including having funding available and agreeing to minimum purchase requirements. The franchises granted to AutoChina are non-exclusive and the terms are ranged from one to three years and subject to extension. Automobile manufacturers provide marketing assistance through incentives and promotional materials. AutoChina has entered into committed facilities line with several financial institutions affiliated with automobile manufacturers to finance the new automobile inventories at market interest rates.

In connection with the sales of new automobiles, AutoChina may also acts as insurance agent and receive commissions from insurance institutions for the referral of customers that buy auto insurance.

The following chart reflects AutoChina’s franchise at each of its automotive dealership locations:

Automotive Dealership		Franchise

Baoding Tianhua Auto Trading Co., Ltd.		Hyundai
Cangzhou Deyuan Auto Trading Co., Ltd.		Ford
Cangzhou Hengyuan Auto Sales & Service Co., Ltd.		Hyundai
Cangzhou Yichang Auto Sales & Service Co., Ltd.		Buick
Handan Aohua Auto Sales & Service Co., Ltd.		Audi
Handan Baohe Auto Sales & Service Co., Ltd.		BMW
Handan Defeng Auto Sales & Service Co., Ltd.		Peugeot
Handan Yacheng Auto Sales & Service Co., Ltd.		Ruida Kia
Hebei Anchang Auto Sales & Service Co., Ltd.		ROEWE
Hebei Liantuo Auto Trading Co., Ltd.		Audi
Hebei Meifeng Auto Sales & Service Co., Ltd.		Qingling
Hebei Shengda Auto Trading Co., Ltd.		Ford
Hebei Shengkang Auto Trading Co., Ltd.		Chevrolet
Hebei Shengmei Auto Trading Co., Ltd.		FAW
Hebei Shengwen Auto Trading Co., Ltd.		Hyundai
Hebei Yitong Auto Sales & Service Co., Ltd.		Buick
Hebei Yuanxinghang Auto Sales & Service Co., Ltd.		Cadillac
Hengshui Dechang Auto Trading Co., Ltd.		Hyundai
Hengshui Yuhua Toyota Auto Sales & Service Co., Ltd.		FAW Toyota
Qinhuangdao Jianda Auto Sales & Service Co., Ltd.		Ford
Shijiazhuang Baohe Auto Sales & Service Co., Ltd.		BMW
Shijiazhuang Xinhua Toyota Auto Sales & Service Co., Ltd.		FAW Toyota
Shijiazhuang Yuhua Toyota Auto Sales & Service Co., Ltd.		FAW Toyota
Tangshan Yachang Auto Sales & Service Co., Ltd.		Ruida Kia
Zhangjiakou Meihua Auto Trading Co., Ltd.		Hyundai

Hebei Tianmei Insurance Agents Co., Ltd.		Insurance Services

Commercial Vehicle Financing Centers. AutoChina’s commercial vehicle financing centers are located throughout Hebei, Shanxi, Shandong and Henan provinces, the Inner Mongolia Autonomous Region and Beijing and Tianjin regions of China. At each commercial vehicle financing center, AutoChina provides financing to assist customers in purchasing new commercial vehicles. AutoChina employs a “three full/one quick” service concept at all its commercial vehicle financing centers, which refers to its customers’ ability to purchase a commercial vehicle through its full-service commercial vehicle financing services, administrative services and 365-day vehicle services in a single convenient transaction. Customers wishing to purchase a commercial vehicle can go to any AutoChina commercial vehicle financing center and select a commercial vehicle from the catalogues and informational literature provided by AutoChina. The customer then arranges for financing and related services with AutoChina, which involves a credit check and a down payment of 20-30% of the purchase price. The commercial vehicles are then purchased by AutoChina from local third-party dealers and provided to AutoChina’s customers. During the term of the financing, which is typically two years, AutoChina retains title to the commercial vehicle and in addition provides administrative services for the customers, including all registration and license processing, payment of surcharges, toll pass, transportation fees, licenses and insurance, and monthly renewal of the government-mandated commercial vehicle permits to the customer. Following the end of the financing period, AutoChina transfers title to the vehicle to the customer and provides the customer the option to continue to use AutoChina to manage the administrative and vehicle services for a fee. Additionally, AutoChina sells, as agent, a complete line of property and casualty insurance, including collision and liability insurance on the commercial vehicles.

The following chart indicates the number of AutoChina commercial vehicle financing centers in each of the provinces/regions where AutoChina conducts its business:

Chinese Province/Region	Number of Commercial Vehicle Financing Centers
Hebei:		12
Shanxi:		29
Tianjin:		1
Shandong:		24
Henan:		21
Inner Mongolia Autonomous Region:		16
Total:		103

Corporate Development and History

AutoChina Group Inc., which was formerly known as KYF Inc. was a holding company incorporated in the Cayman Islands on July 26, 2007 by Mr. Yong Hui Li with 50,000,000 shares of ordinary shares at $0.0001 each. On the date of incorporation, 1,000 shares of ordinary shares at $0.0001 each were issued, outstanding and fully paid by Mr. Yong Hui Li. Mr. Yong Hui Li has subsequently transfer all of the issued, outstanding and fully paid shares to his affiliates. On the date immediately prior to this offering, the sole shareholder of AutoChina is Honest Best Int’l Ltd., a company which is wholly-owned by Ms. Yan Wang, Mr. Li’s wife.

AutoChina was initially engaged solely in the automotive dealership business, which was primarily located in Hebei Province of China. Prior to the incorporation of AutoChina in 2007, AutoChina conducted business through its major variable interest entities, Hua An Investment and Huiyin Investment since 2005. AutoChina (including its subsidiaries and variable interest entities) is an integrated automotive dealership company engaged in sales of automobiles, spare parts and after sales services, consisting of 15 new automobile franchises in 25 auto dealerships, which are located primarily in Hebei Province of the PRC. AutoChina offers an extensive range of automotive products and services, including new automobiles, auto maintenance, replacement parts, collision repair services, financing, and insurance consulting and other aftermarket service contracts.

In April 2008, AutoChina commenced its full-service commercial vehicle financing business pursuant to which it provides customers with financing to acquire commercial vehicles in China. On August 8, 2008, AutoChina changed its name from KYF Inc. to AutoChina Group Inc.

AutoChina’s business is mainly operated by the Auto Kaiyuan Companies, which consist primarily of four companies: Hua An Investment, Huiyin Investment, Kaiyuan Logistics and Kaiyuan Auto Trade. Each is a limited liability corporations established under the laws of the PRC.

On November 26, 2008, through AutoChina’s wholly owned subsidiary, Hebei Chuanglian Trade Co., Ltd., AutoChina executed a series of contractual arrangements with the Auto Kaiyuan Companies and their shareholder (the “Enterprise Agreements”). Pursuant to the Enterprise Agreements, AutoChina has exclusive rights to obtain the economic benefits and assume the business risks of the Auto Kaiyuan Companies from their shareholder, and generally has control of the Auto Kaiyuan Companies. The Auto Kaiyuan Companies are considered variable interest entities, and AutoChina is the primary beneficiary of those entities. AutoChina’s relationships with the Auto Kaiyuan Companies and their shareholder are governed by the Enterprise Agreements between Hebei Chuanglian Trade Co., Ltd. and each of the Auto Kaiyuan Companies, which are the operating companies of AutoChina in the PRC.

As a result, the Auto Kaiyuan Companies are deemed to be subsidiaries of AutoChina under FASB Interpretation - FIN 46(R): Consolidation of Variable Interest Entities (as amended). Details of the Enterprise Agreements are as follows:

Assignment of Voting Rights. The shareholder of the Auto Kaiyuan Companies irrevocably agreed to assign all of its voting rights to AutoChina for all business resolutions. As a result, AutoChina has direct control of the Board of Directors and has authority to appoint the majority of the Board of Directors which makes it the primary controlling shareholder of the Auto Kaiyuan Companies.

Management and Operating Agreement. AutoChina was engaged to exclusively manage and operate the sales and service of the 26 automotive dealerships held by the Auto Kaiyuan Companies, including the development of sales and marketing strategy, management of customer services, daily operations, financial management, employment issues and all other related operating and consulting services. Furthermore, the Auto Kaiyuan Companies agree that without the prior consent of AutoChina, the Auto Kaiyuan Companies will not engage in any transactions that could materially affect their respective assets, liabilities, rights or operations, including, without limitation, incurrence or assumption of any indebtedness, sale or purchase of any assets or rights, incurrence of any encumbrance on any of their assets or intellectual property rights in favor of a third party or transfer of any agreements relating to their business operation to any third party. The management and operating agreement has a term of 10 years and will be extended for another 10 years automatically unless AutoChina files a written notice at least 3 months prior to the expiration of this agreement.

Equity Interest Transfer Agreement. The shareholder of the Auto Kaiyuan Companies agreed to transfer all of its assets to AutoChina and AutoChina has an exclusive, irrevocable and unconditional right to purchase, or cause AutoChina’s designated party to purchase, from such shareholder, at AutoChina’s sole discretion, part or all of the shareholders’ equity interests in the Auto Kaiyuan Companies when and, to the extent that, applicable PRC Laws permit AutoChina to own part or all of such equity interests in the Auto Kaiyuan Companies. According to the Exclusive Equity Interest Transfer Agreement, the purchase price to be paid by AutoChina to the shareholder of the Auto Kaiyuan Companies will be the minimum amount of consideration permitted by applicable PRC Law at the time when such share transfer occurs.

Equity Pledge Agreement. Pursuant to the Equity Pledge Agreement, the Auto Kaiyuan Companies and their shareholder agreed to pledge all of its equity interest and operating profits to guarantee the performance of the Auto Kaiyuan Companies in the obligation under the Equity Interest Transfer Agreement. In the event of the breach of any conditions of the Equity Interest Transfer Agreement, AutoChina is entitled to enforce its pledge rights over the equity interests of the Auto Kaiyuan Companies for any losses suffered from the breach.

Business Strategy

Operating Strategy. AutoChina’s strategy is to operate an integrated automotive dealership network that primarily markets middle- to high-end consumer automobiles from various manufacturers and an integrated commercial vehicle financing center network that provides commercial vehicle financing services and in each case also provide consumer automobile customers and commercial vehicle financing customers with complementary products and services. AutoChina’s strategy includes the following key elements:

One-Stop Centers. AutoChina has developed its automotive dealerships and commercial vehicle financing centers as “one-stop centers” where, at one convenient location, its customers can do the following: purchase new and used automobile or new commercial vehicles; finance their purchases; purchase aftermarket parts and accessories; and have service performed by certified technicians. AutoChina believes that this full-service strategy also helps to mitigate cyclical economic fluctuations because parts and service sales at its automotive dealerships generally tend to be less volatile than its new and used consumer automobile sales and new commercial vehicle financings.

Branding Program. AutoChina employs a branding program for its automotive dealerships and commercial vehicle financing centers through distinctive signage and uniform marketing programs to take advantage of its existing name recognition and to communicate the high quality of its products and reliability of its services throughout its automotive dealership and commercial vehicle financing center networks.

Centralized Management Systems. In order to efficiently operate each of the business units within each automotive dealership, AutoChina relies upon its centralized management systems to determine and monitor appropriate inventory levels and product mix at each automotive dealership. All sales, and financing materials utilized by the commercial vehicle financing centers are prepared by AutoChina’s corporate office, which increases efficiency and uniformity among AutoChina’s commercial vehicle financing centers. In addition, by actively monitoring market conditions, assessing product and expansion strategies and remaining abreast of changes within the market, AutoChina is able to proactively address changes in customer needs or in the offerings of competitors and adjust its services by, for example, adding product lines and models.

Growth Strategy. AutoChina’s expansion and acquisition initiatives have enabled it to grow a large, full-service network of automotive dealerships and commercial vehicle financing centers. AutoChina intends to continue to grow its business internally and through acquisitions by expanding into new geographic areas, expanding its product offerings and opening new one-stop commercial vehicle financing centers in existing markets.

Expansion Into New Geographic Areas. AutoChina plans to continue to expand its commercial vehicle financing center network by developing additional centers in geographic areas contiguous to its current operations. AutoChina has successfully expanded its network of commercial vehicle financing centers from its first center in March 2008 into a multi-province network of 103 commercial vehicle financing centers. AutoChina believes the geographic diversity of this network has significantly expanded its customer base while reducing the effects of local economic cycles.

Expansion of Product Offerings. AutoChina intends to continue to expand its product lines within its automotive dealership and commercial vehicle financing centers by adding product categories that are both complementary to its existing product lines and well suited to its operating model. AutoChina believes that there are many additional product and service offerings that would complement its primary product lines, such as emergency vehicle support services. In addition, AutoChina’s commercial vehicle financing centers entered into a sales agreement with a third-party contractor for multiple commercial construction vehicles and equipment for approximately RMB11 million in December 2008. AutoChina expects any other product category expansion that it pursues to satisfy its requirements that:

the products serve an existing and expanding customer base;

the products provide opportunities for incremental income through related aftermarket sales, service or financing; and

AutoChina operating controls can be implemented to enhance the financial performance of the business.

Open New Commercial Vehicle Financing Centers in Existing Areas of Operation. AutoChina believes that there are opportunities to increase its share of the commercial vehicle financing market by introducing its one-stop centers to underserved markets within its current areas of operation. The introduction of additional one-stop centers enables AutoChina to enhance revenues from its existing customer base as well as increase the awareness of the “Kaiyuan Auto” brand name for new customers.

In identifying new areas for expansion, AutoChina analyzes the target market’s level of new commercial vehicle registrations, customer buying trends and the existence of competing franchises. AutoChina also assesses the potential performance of a parts and service center to determine whether a market is suitable for an automotive dealership or commercial vehicle financing center. After a market has been strategically reviewed, AutoChina surveys the region for a well-situated location. Whether AutoChina acquires existing automotive dealerships or opens a new automotive dealership or commercial vehicle financing center, it will introduce its branding program and implement its integrated management system.

Management of Automotive Dealerships

AutoChina’s automotive dealerships are responsible for sales of new and used consumer automobiles, as well as related parts and services.

AutoChina manages its automotive dealerships as described below.

New Vehicle Sales. In 2008, AutoChina sold 17,313 new vehicles representing 12 brands in retail transactions at its automotive dealerships. AutoChina retail sales of new vehicles accounted for approximately 62.2% of its gross profit in 2008. In addition to the initial sale of the vehicle, a typical new vehicle sale creates the following additional profit opportunities for an automotive dealership:

manufacturer incentives, if any;

the resale of any trade-in purchased by the automotive dealership;

the sale of insurance contracts in connection with the retail sale; and

the service and repair of the vehicle both during and after the warranty period.

Brand diversity is one of AutoChina’s strengths. The following table sets forth new vehicle sales revenue by brand and the number of new vehicle retail units sold in the year ended, and the number of franchises AutoChina owned as of, December 31, 2008 (un-audited):

	New Vehicle Revenues FY2008		New Vehicle Unit Sales FY 2008		Franchises Owned as of December 31, 2008
	(In thousands)
Audi	$	89,961		1,626		2
BMW		28,552		401		2
Buick		34,813		2,266		2
Cadillac		3,678		63		1
Chevrolet		13,234		1,120		1
FAW/Toyota(1)		77,079		3,380		4
Ford		32,682		1,882		3
Hyundai		69,593		5,729		5
Peugeot		1,792		148		1
Qingling		6,285		378		1
Ruida Kia(2)		-		-		2
ROEWE		7,206		320		1
	$	364,875		17,313		25

(1) Toyota automotive dealerships are operated out of three of AutoChina’s FAW automotive dealerships pursuant to a joint venture agreement between FAW and Toyota.

(2) Under construction in 2008.

The following table sets forth new vehicle sales revenue by brand and the number of new vehicle retail units sold in the nine months ended September 30, 2008 (un-audited), and the number of franchises AutoChina owned as of:

	New Vehicle Revenues Nine months ended September 30, 2008		New Vehicle Unit Sales Nine months ended September 30, 2008		Franchises Owned as of September 30, 2008
	(In thousands)
Audi	$	69,561		1,262		2
BMW		22,430		298		2
Buick		24,019		1,357		2
Cadillac		2,883		48		1
Chevrolet		9,900		753		1
FAW/Toyota(1)		57,987		2,403		4
Ford		25,050		1,439		3
Hyundai		47,602		3,713		5
Peugeot		1,614		131		1
Qingling		3,746		217		1
Ruida Kia(2)		-		-		2
ROEWE		418		14		1
SsangYong		4,954		218		1
	$	270,164		11,853		26

(1) Toyota automotive dealerships are operated out of three of AutoChina’s FAW automotive dealerships pursuant to a joint venture agreement between FAW and Toyota.

(2) Under construction in 2008.

AutoChina’s mix of domestic and import franchises for the year ended December 31, 2008 (un-audited) is set forth below:

	New Vehicle Revenues		New Vehicle Unit Sales		Percentage of Total Units Sold
	(In thousands)
Import	$	29,129		345		2.1	%
Domestic		335,746		16,968		97.9	%
	$	364,875		17,313		100.0	%

AutoChina’s mix of domestic and import franchises for the nine months ended September 30, 2008 (un-audited) is set forth below:

	New Vehicle Revenues		New Vehicle Unit Sales		Percentage of Total Units Sold
	(In thousands)
Import	$	26,370		336		2.8	%
Domestic		243,794		11,517		97.2	%
	$	270,164		11,853		100.0	%

Used Vehicle Sales. AutoChina sells used vehicles at each of its franchised automotive dealerships. In 2008, AutoChina sold 66 used vehicles at its automotive dealerships representing approximately 0.1% of its gross profit in 2008. Used vehicles sold at retail typically generate higher gross margins on a percentage basis than new vehicles because AutoChina can acquire these vehicles at favorable prices due to the nature of their valuation, which is dependent on a vehicle’s age, mileage and condition, among other things. Valuations also vary based on supply and demand factors, the level of new vehicle incentives, the availability of retail financing, and general economic conditions.

Profit from the sale of used vehicles depends primarily on an automotive dealership’s ability to obtain a high-quality supply of used vehicles at reasonable prices and to effectively manage that inventory. AutoChina’s new vehicle operations provide its used vehicle operations with a supply of generally high-quality trade-ins and off-lease vehicles, the best sources of high-quality used vehicles. The sales of the used vehicles is small in comparison with AutoChina’s overall sales of consumer automobiles because AutoChina has many first time buyers and the second hand automobile trade-in market in China was not fully developed.

Parts and Service Sales. AutoChina sells replacement parts and provides maintenance and repair services at each of its franchised automotive dealerships. AutoChina’s parts and service business accounted for approximately 36.1% of its gross profit in 2008. AutoChina performs both warranty and non-warranty service work at its automotive dealerships, primarily for the vehicle models sold at a particular automotive dealership. Warranty work accounted for approximately 35.9% of the revenues from its parts and service business in 2008. AutoChina’s parts and service departments also perform used vehicle reconditioning and new vehicle preparation services for which they realize a profit when such vehicle is sold to a retail customer.

A majority of automobile maintenance and repair is performed by dealerships in China. AutoChina has made investments in obtaining, training and retaining qualified technicians to work in its service and repair facilities and in state-of-the art diagnostic and repair equipment utilized by these technicians. Additionally, manufacturers permit warranty work to be performed only at franchised automotive dealerships, and there is a trend in the consumer automobile industry towards longer new vehicle warranty periods. As a result, AutoChina believes that a majority of all maintenance and repair work will continue to be performed at franchised automotive dealerships that have the sophisticated equipment and skilled personnel necessary to perform repairs and warranty work on increasingly complex vehicles.

AutoChina’s strategy to capture an increasing share of the parts and service work performed by franchised automotive dealerships includes the following elements:

Focus on Customer Relationships; Emphasize Preventative Maintenance. AutoChina’s automotive dealerships seek to convert new and used vehicle customers into customers of its parts and service departments. To accomplish this goal, AutoChina uses computer systems that track customers’ maintenance records and provide advance notice to owners of vehicles purchased or serviced at its automotive dealerships when their vehicles are due for periodic service. AutoChina’s use of computer-based customer relationship management tools increases the reach and effectiveness of its marketing efforts, allowing AutoChina to target its promotional offerings to areas in which service capacity is under-utilized or profit margins are greatest. AutoChina continues to train its service personnel to establish relationships with their service customers to promote a long-term business relationship. AutoChina believes its parts and service activities are an integral part of the customer service experience, allowing it to create ongoing relationships with its automotive dealerships’ customers thereby deepening customer loyalty to the automotive dealership as a whole.

Efficient Management of Parts Inventory. AutoChina’s automotive dealerships’ parts departments support their sales and service departments through selling factory-approved parts for the vehicle makes and models sold by a particular automotive dealership. Such parts are either used in repairs made in the service department, sold at retail to customers, or sold at wholesale to independent repair shops and other franchised automotive dealerships. AutoChina’s automotive dealerships employ parts managers who oversee parts inventories and sales and its automotive dealerships also frequently share parts with each other. AutoChina uses centralized software programs to monitor parts inventory to avoid obsolete and unused parts to maximize sales as well as to take advantage of manufacturer return procedures.

Management of Commercial Vehicle Financing Centers

AutoChina’s commercial vehicle financing centers are responsible for financing of sales of new commercial vehicles, as well as related services. Most of the customers of AutoChina’s commercial vehicle financing services are independent contractors, who finance one commercial vehicle to engage transportation and logistic business in the PRC. In December 2008, AutoChina’s commercial vehicle financing centers entered into a sales agreement with a third-party contractor for multiple commercial construction vehicles and equipment for approximately RMB11 million.

AutoChina manages its commercial vehicle financing centers as described below.

Finance and Sales. Revenues from AutoChina’s financing operations consist primarily of fees for the arranging financing and purchase of commercial vehicles, administrative services, vehicle service, and acting as an agent for insurance companies in connection with the purchase of new commercial vehicles. AutoChina’s commercial vehicle finance business accounted for approximately 8.0% of its gross revenues in 2008. Through its one-stop commercial vehicle financing centers AutoChina offers vehicle purchase financings, administrative services and vehicle services in a convenient manner and at competitive prices. To increase transparency to its customers, AutoChina offers all of its products on menus that display pricing and other information, allowing customers to choose the products that suit their needs.

Once a customer has selected a model to purchase and has qualified for financing, AutoChina purchases the commercial vehicle from a third-party vendor with which it has a pre-existing relationship. Beiguo, a PRC-based operator of grocery stores, purchases vehicles from time to time from third-party vendors pursuant to AutoChina’s requirements. AutoChina purchases the vehicles from third-party vendors at wholesale. AutoChina has entered into short-term financing arrangements with a PRC commercial bank and Beiguo so that AutoChina will be able to pay commercial vehicle vendors or Beiguo. With respect to Beiguo, the purchase price for the commercial vehicles is required to be paid within six months after the execution of the purchase contract at a 2% premium. Such short-term financing usually requires a guarantee undertaken by Yong Hui Li in favor of AutoChina for the benefit of the PRC commercial bank. In addition, Yong Hui Li and Kaiyuan Real Estate Co., Ltd., for which Yong Hui Li serves as the Chairman and Chief Executive Officer, have provided guarantees to Beiguo with respect to AutoChina’s obligation to pay for commercial vehicles purchased from Beiguo. These financing arrangements help AutoChina expand its commercial vehicle financing business while minimizing its upfront cash expenditures. Yong Hui Li involved Beiguo in this purchase and sale of commercial vehicles because Beiguo is able to obtain cost-effective financing from PRC commercial banks to acquire commercial vehicles on behalf of AutoChina. Following the completion of the proposed acquisition, AutoChina intends to increase its volume of purchases of commercial vehicles directly from third-party vendors, though there can be no assurance that it will continue to have sufficient assets or financing from third-parties to acquire adequate supplies of vehicles to meet its customers’ demands or expand its business. See “Risk Factors — Risks Related to AutoChina’s Business — AutoChina’s business may be materially adversely affected if the required financing for future purposes on acceptable terms becomes unavailable and AutoChina has insufficient resources to internally fund such purchases.”

Upon receipt of the commercial vehicle, AutoChina then makes the vehicle available for use to the customer in exchange for 24 monthly payments (each year AutoChina allows customers to defer payments during Chinese New Year celebrations so the term typically lasts a total of 26 months). At the end of the term of the financing, the vehicle is paid for, and AutoChina transfers the title of the vehicle to the customer. Additionally, AutoChina sells, as agent, a complete line of property and casualty insurance, including collision and liability insurance on the commercial vehicles.

Administrative and Vehicle Services. At the time a commercial vehicle is purchased and financed through an AutoChina commercial vehicle financing center, AutoChina handles all registration and license processing, payment of surcharges, toll pass, transportation fees, licenses and insurance, for which it charges the customer service fees. In addition, during the term of the financing arrangements AutoChina also charges its customers for administrative services and vehicle services, including the monthly permit renewals required by the Chinese government for each commercial vehicle and providing 365-day vehicle maintenance and roadside assistance services. AutoChina believes that the requirement that permits for commercial vehicles be renewed on a monthly basis (which is controlled by AutoChina during the term of the financing), the substantial initial down payments (typically 20-30%) it requires, retaining title to a vehicle during the term of the lease, and the traditionally low level of auto loan default rates in China results in a relatively low risk of default by customers in this segment.

As part of its 365-day vehicle maintenance and roadside assistance services, AutoChina customers can stop in or call the nearest commercial vehicle financing center in the event they need emergency or maintenance repair services. AutoChina believes this service will increase in value to its customers as it continues to expand its network of commercial vehicle financing centers. Following the end of the financing term, AutoChina continues to offer its administrative and vehicle services to its customers which it believes will provide steady revenue streams in the future. AutoChina only provides these administrative and vehicle services to those customers who purchase and finance vehicles though it, which AutoChina believes will serve as an incentive for customers to purchase and finance vehicles though AutoChina and thus increase customer loyalty.

Sales and Marketing

AutoChinas expansion and acquisition strategy and history of operations in the consumer automobile business have resulted in a strong customer base. AutoChina generally promotes its products and related services through direct customer contact by its sales personnel, advertisements in trade magazines and attendance at industry shows. AutoChina hires approximately 20 to 40 sales and marketing staff in automotive dealerships. The salaries of most of such employees are based on commission.

AutoChina believes that its reliable service to its customers, its history and its geographic diversity have resulted in increased market recognition of the Kaiyuan Auto brand name and have served to reinforce customer loyalty. In an effort to enhance AutoChinas name recognition and to communicate the high level of quality products and services provided at its automotive dealerships and commercial vehicle financing centers, AutoChina will continue to implement its Kaiyuan Auto brand name concept at each of its automotive dealerships and commercial vehicle financing centers. Each of AutoChinas automotive dealerships or commercial vehicle financing centers is identified as a Kaiyuan Auto location.

Facility Management

Personnel. Each automotive dealership and commercial vehicle financing center is typically managed by a general manager who oversees the operations, personnel and the financial performance of the location, subject to the direction of AutoChinas corporate office. Additionally, each automotive dealership is typically staffed by a sales manager, parts manager, service manager, sales representatives, parts employees, and other service employees, as appropriate, and given the services offered. The sales staff of each commercial vehicle financing center consists of sales representatives and other service employees.

On an annual basis, general managers prepare detailed monthly profit and loss forecasts by end of prior fiscal year based upon historical information and projected trends. A portion of each general managers performance bonus is based upon whether they meet or exceed their operating plans. During the year, general managers regularly review their facilitys progress with senior management and revise bonuses as needed. Most of AutoChinas employees receive annual performance evaluations.

Members of senior management regularly travel to each location to provide on-site management and support. Each location is audited regularly for compliance with corporate policies and procedures. These routine unannounced internal audits objectively measure automotive dealership and commercial vehicle financing center performance with respect to corporate expectations.

Purchasing and Suppliers. AutoChina believes that pricing is an important element of its marketing strategy. Because of its size, AutoChina automotive dealerships and commercial vehicle financing centers benefit from volume purchases at favorable prices that enable them to achieve a competitive pricing position in the industry.. AutoChina automotive dealerships purchase their consumer vehicle inventory and parts and accessories directly from the manufacturers. Commercial vehicle purchases financed through a commercial vehicle financing center are purchased through wholesale vendors and retail vendors located nears each commercial vehicle financing center. All purchasing commitments are negotiated by personnel at AutoChinas corporate headquarters. AutoChina believes that it has been able to negotiate favorable pricing levels and terms, which enables it to offer competitive prices for its products.

Capital Expenditures

AutoChinas capital expenditures include expenditures to extend the useful life of current facilities and expenditures to start or expand operations. In general, expenditures relating to the construction or expansion of dealership facilities are driven by new franchises being granted to AutoChina by a manufacturer, significant growth in sales at an existing facility, dealership acquisition activity, or manufacturer marketing campaigns. The estimated cost of establishing a new dealership is approximately RMB10 million. Expenditures relating to the establishment of a new commercial vehicle financing center include leasing of commercial retail space, branding and other fixtures and machinery and equipment. The estimated cost of establishing a commercial vehicle financing center is approximately RMB225,000.

AutoChina plans to invest approximately RMB50 million in each of 2009 and 2010 to establish approximately five new automotive dealerships in each such year, with the goal of operating a total of 35 automotive dealerships by the end of 2010. In addition, AutoChina plans to invest approximately RMB10.6 million in 2009 to establish approximately 47 new commercial vehicle financing centers, and approximately RMB13.5 million in 2010 to establish approximately 60 new commercial vehicle financing centers, with the goal of operating a total of 210 commercial vehicle financing centers by the end of 2010. These expansion efforts will generally be funded from excess cash and additional financing.

Competition

General

The markets for AutoChinas services are highly competitive. The most important factors affecting competition for AutoChinas business include the following:

price;

professional and quality of services;

capacity;

attractiveness and breadth of portfolio of products and services offered;

quality of customer services support; and

ability to timely source new products and/or provide customized services to meet customers needs.

Automotive Dealership Business

Notwithstanding the high barrier to entry into the industry, AutoChina is not the exclusive franchise automotive dealers for the brands it sells and it is not the only multi-brands motor group in Hebei and Shanxi provinces of China. Based on the managements industry knowledge, AutoChina faces competition from other dealers distributing the same brand as well as other brands within the authorized territory since there are usually multiple dealers for each brand within in authorized territory. Nonetheless, the barrier to entry into the motor vehicle industry is quite high as a dealership agreement must have been first granted by the automobile manufacturer prior to commencement of sale of such automobiles.

For AutoChinas parts and repairing services, levels of competition and the barriers to entry vary from one segment to another. Based on the managements industry knowledge, AutoChina faces high competition for the parts and repairing services in China where there are many substitutable products by various brands for the same type of products available on the market. Even though the barrier to entry is high as the trading of genuine parts must be authorized by the automobile manufacturer under a dealership agreement, AutoChina faces competition from other automotive dealers and distributors located in Hebei and Shanxi provinces of China.

Commercial Vehicle Financing Business

AutoChinas commercial vehicle financing business in northern regions of China faces relatively low competition as there are not many large-scale operators in the area and the barrier to entry is relatively high as such business requires significant working capital to set up and scale up the business network.

Trademarks and Intellectual Property

Kaiyuan Auto is a trademark, service mark and trade name of AutoChina. AutoChina does not have any other trademarks, service marks and trade names.

The Audi, Toyota, FAW, Hyundai, Buick, Ford, BMW, Chevrolet, ROEWE, Qingling, Cadillac, Peugeot and Ruida Kia trademarks and trade names, which are used in connection with AutoChinas marketing and sales efforts, are subject to limited licenses included in its dealership agreements with each manufacturer. The licenses are for the same periods as its dealership agreements. These trademarks and trade names are recognized internationally and are important in the marketing of its products. Each licensor engages in a continuous program of trademark and trade name protection.

Employees

On December 31, 2008, the AutoChina had 1,565 employees, of which 238 employees are members of management (including managers at each facility). AutoChina has no contracts or collective bargaining agreements with labor unions and has never experienced work stoppages. AutoChina considers its relations with its employees to be good.

Seasonality

AutoChinas second and third fiscal quarters (April through September) have historically been slower for dealership sales. Conversely, AutoChinas first and fourth fiscal quarters (January through March and October through December) have historically been the busiest times for car sales. Therefore, AutoChina generally realizes a higher proportion of its revenue and operating profit during the first and fourth fiscal quarters. AutoChina expects this trend to continue in future periods. If conditions arise that impair vehicle sales during the first or fourth fiscal quarters, the adverse effect on AutoChinas revenues and operating profit for the year could be disproportionately large.

Governmental Regulations

Automotive and Other Laws and Regulations

AutoChina operates in a regulated industry in China. Numerous laws and regulations affect AutoChinas businesses. In each province, territory and/or locality which AutoChina does business, it must obtain various approvals, licenses, authorizations, certificates, filings and permits in order to operate its vehicle sales, commercial truck financing and service and maintenance businesses, including 4S qualification, road transportation operation permits and insurance agency permits. Numerous laws and regulations govern AutoChinas conduct of its businesses, including those relating to its sales, operations, financing, advertising and insurance practices. These laws and regulations include, among others, consumer protection laws, laws and regulations pertaining to new and used motor vehicle dealers, laws and regulations pertaining to vehicle repair and road transportation, as well as a variety of other laws and regulations. These laws also include employment practices laws.

AutoChinas dealership and service and maintenance operations are subject to the National Transportation Laws or other relevant rules and regulations. Pursuant to the National Transportation Laws, a road transportation operation permit is required for the operation of transportation and auto repair businesses. AutoChinas dealership and service and maintenance operations are also subject to relevant rules and regulations, including Provisions on the Administration of Motor Vehicle Maintenance, or Maintenance Provisions, and the Regulations on Recall of Defective Automotive Products. See Risk Factors Risks Relating to the Motor Vehicle Industry in China - Automobile importers, dealers and distributors in the PRC, including AutoChina, may expend considerable resources in order to comply with the Regulations on Recall of Defective Automotive Products, which took effect in October 2004. The Maintenance Provisions define the three grades of licenses for motor vehicle repair personnel (i.e. Grade I licensees can conduct major repair, unit repair, small repair, maintenance aids, special repair and the examination work after the completion of maintenance of corresponding vehicle types, Grade II can undertakes major repair, unit repair, small repair, maintenance aids, special repair and the examination work after the completion of maintenance of corresponding vehicle types, etc.) and sets forth the requirements for establishing vehicle repair establishments (such as personnel qualification, equipment requirements and having passed relevant inspection).

AutoChinas used vehicle sales operations are subject to the Measures for Administration of the Circulation of Second-Hand Automobiles, or Second-Hand Car Measures and the Specifications for Second-hand Automobile Trade, or Second-Hand Specifications. The Second-Hand Car Measures provides a definition of second-hand automobiles (i.e. automobiles that are traded and whose ownership is transferred in the duration from the completion of the registration formalities to when the state compulsory vehicle discarding standards are satisfied, including three-wheeled automobiles, low-speed motor trucks (former agricultural transport vehicles, hereinafter the same), trailers and motorcycles) and sets forth the procedures and requirements for establishing a used automobile market operator, including specific requirements for business scope, license, filings with the provincial commerce authority. The Second-hand Car Measures also define the various types of second-hand automobile activities (i.e. retail sale of second-hand automobiles, auction of second-hand automobiles, brokerage of second-hand automobiles, authentication and evaluation of second-hand automobiles and direct transaction of second-hand automobiles) and sets forth separate and/or additional regulations governing such activities. The Second-Hand Specifications sets forth additional detailed implementing rules and requirements for the above activities, including documentation required for sale and purchase transactions, restrictions on certain unethical broker practices and auction procedures. In addition to the damages and penalties noted below, violators of the Second-Hand Measures shall also be published in a public list circulated by the administrative department for industry and commerce of the PRC State Council. Additionally, the Peoples Republic of China National Road Traffic Safety Laws, or Road Safety Laws imposes fines on sellers (including second-hand dealers) of automobiles that have been determined to require disposal.

AutoChinas new vehicle 4S sales operations are subject to the Implementing Measures for the Administration of Automobile Brand Sales, or Brand Sales Measures. Pursuant to the Brand Sales Measures, the establishment of each new 4S store must follow certain registration procedures for establishing a dealership company for the sale of cars of a particular brand, including the following:

Obtaining written authorization from the auto supplier (manufacturer or general dealer);

Registering the company with the State Administration of Industry and Commerce, or SAIC, as a 4S store by submitting various documents and information, including the companys business license, written authorization from the auto supplier, a description of after-sale service methods (i.e. the service station, return and refund policy, replacement policy, and repair and maintenance services, etc.), a Brand Car Dealer Registration Form and other information;

Presenting the evidence of registration with SAIC to the local branch of SAIC to expand its business scope to include XX brand car sales; and

Registering with the local bureau of commerce (local branch of MOFCOM) within two months from obtaining the business license that includes XX brand car sales and providing various documentation.

The Road Safety Laws prohibit the sales of new automobiles that have determined to be subject to disposal (i.e. rejected cars). AutoChinas new vehicle sales operations may also be subject to new regulations under consideration for adoption by the PRC Government. In addition, expansion of a 4S store to a second brand may also be subject to applicable rules and regulations.

Claims arising out of actual or alleged violations of the regulations and laws noted above may be asserted against AutoChina by individuals or government entities and may expose it to significant damages or other penalties, including revocation or suspension of AutoChinas licenses, certificates, and/or permits to conduct commercial truck financing operations and fines.

Environmental, Health and Safety Laws and Regulations

AutoChinas operations involve the use, handling, storage and contracting for recycling and/or disposal of materials such as motor oil and filters, transmission fluids, antifreeze, refrigerants, paints, thinners, batteries, cleaning products, lubricants, degreasing agents, tires and fuel. Consequently, AutoChinas business is subject to a variety of PRC laws and regulations governing management and disposal of materials and wastes, protection of the environment and public health and safety. Failure to comply with these laws and regulations may result in the assessment of penalties and imposition of remedial obligations. AutoChina may not be able to recover some or any of these costs from insurance.

AutoChina may be subject to water quality protection programs under the Regulations for on Collecting and Using Pollution Discharge, or Pollution Discharge Regulations. Pursuant to the Pollution Discharge Regulations, in the event that a PRC company fails to pay the pollutant discharge fees in accordance with law, it shall be ordered to pay such fees within a prescribed time limit by the administrative department for environmental protection of the peoples governments of the county level and above within their power and function or else a fine no less than one time but no more than three times of such payable pollutant discharge fees shall be imposed, and such PRC company shall be ordered to stop its business for rectification. Additionally, AutoChina is subject to the Measures of Hebei Province for Administration of Pollutant Discharge Permits (for Trial Implementation), or the Hebei Measures, pursuant to which each and every entity that may discharge pollutants in Hebei province shall apply to the competent environmental protection administration authority for a permit for the discharge of pollutants, or pollutant discharge permit in accordance with the Hebei Measures, and shall not discharge pollutants before obtaining a pollutant discharge permit. Under the Hebei measures, pollutant-discharging entities in Hebei province shall be punished in accordance with the relevant laws and regulations if such entity has discharged pollutants before obtaining a pollutant discharge permit.

The trend in environmental regulation in China is to place more restrictions and limitations on activities that may affect the environment, and thus any changes in environmental laws and regulations that result in more stringent and costly waste handling, storage, transport, disposal or remediation requirements could have a material adverse effect on AutoChinas results of operations or financial condition. For example, the PRC government has approved revised fuel economy requirements and may further revise fuel economy requirements in order to promote the production and sales of more environmentally-friendly and energy-saving automobiles. These requirements may adversely affect demand for the vehicles AutoChina sells. See Risk Factors Risks Relating to the Motor Vehicle Industry in China - Imposition of fuel economy standards on PRC automotive manufacturers and the proposed imposition of higher automobile consumption taxes may have a negative effect on the revenues and profits of PRC automobile importers, dealers and distributors, including AutoChina

AutoChina incurs significant costs to comply with applicable environmental, health and safety laws and regulations in the ordinary course of its business. AutoChina does not anticipate, however, that the costs of such compliance will have a material adverse effect on its business, results of operations, cash flows or financial condition, although such outcome is possible given the nature of its operations and the extensive environmental, public health and safety regulatory framework.

Government Regulations Relating to Foreign Exchange Controls

The principal regulation governing foreign exchange in the PRC is the Foreign Currency Administration Rules (IPPS), as amended. Under these rules, the Renminbi, the PRCs currency, is freely convertible for trade and service related foreign exchange transactions (such as normal purchases and sales of goods and services from providers in foreign countries), but not for direct investment, loan or investment in securities outside of China unless the prior approval of the State Administration for Foreign Exchange, or SAFE, of the PRC is obtained. Foreign investment enterprises, or FIEs, are required to apply to the SAFE for Foreign Exchange Registration Certificates for FIEs. The combined company will be an FIE as a result of the proposed acquisition. With such registration certificates, which need to be renewed annually, FIEs are allowed to open foreign currency accounts including a basic account and capital account. Currency translation within the scope of the basic account, such as remittance of foreign currencies for payment of dividends, can be effected without requiring the approval of the SAFE. Such transactions are subject to the consent of investment banks which are authorized by the SAFE to review basic account currency transactions. However, conversion of currency in the capital account, including capital items such as direct investment, loans and securities, still require approval of the SAFE. This prior approval may delay or impair the combined companys ability to operate following the proposed acquisition. On November 21, 2005, the SAFE issued Circular No. 75 on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents Corporate Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles. Circular No. 75 confirms that the use of offshore special purpose vehicles as holding companies for PRC investments are permitted, but proper foreign exchange registration applications are required to be reviewed and accepted by the SAFE.

Government Regulations Relating to Taxation

Prior to January 1, 2008, the standard enterprise income tax rate was 33%, which was consisting of a 30% national income tax and a 3% local surcharge, for a companys domestic and overseas incomes. Certain of AutoChinas automotive dealership subsidiaries were granted tax incentives in connection with the compliance with the Employment Promotion Law and the Regulation for the Employment of Disabled Persons whereby these qualified subsidiaries were fully exempted or allow a 50% reduction from enterprise income tax for a range of two to three years.

On March 16, 2007, the National Peoples Congress approved and promulgated a new tax law: the PRC Enterprise Income Tax Law. This new tax law will take effect on January 1, 2008. Under the new tax law, companies are subject to a uniform tax rate of 25%. The new tax law provides a five-year transition period starting from its effective date for those enterprises which were established before the promulgation date of the new tax law and which were entitled to a preferential lower tax rate under the then-effective tax laws or regulations. In accordance with regulations issued by the State Council, the tax rate of such enterprises may gradually transition to the uniform tax rate within the transition period. For those enterprises which are enjoying tax holidays, such tax holidays may continue until their expiration in accordance with the regulations issued by the State Council, but where the tax holiday has not yet started because of losses, such tax holiday shall be deemed to commence from the first effective year of the new tax law. Preferential tax treatment would continue to be given to companies in certain encouraged sectors and to entities classified as high-technology companies supported by the PRC government. According to the new tax law, entities that qualify as high-technology companies especially supported by the PRC government are expected to benefit from a tax rate of 15% as compared to the uniform tax rate of 25%. Nevertheless, there can be no assurances that any particular company will continue to qualify as a high-technology company supported by the PRC government in the future, and benefit from such preferential tax rate. Following the effectiveness of the new tax law, a companys effective tax rate may increase, unless it is otherwise eligible for preferential treatment.

Additionally, under the new tax law, an income tax rate for dividends payable to non-PRC investors and derived from sources within the PRC may be increased to 20%. It is currently unclear in what circumstances a source will be considered as located within the PRC.

The new tax law provides only a framework of the enterprise tax provisions, leaving many details on the definitions of numerous terms as well as the interpretation and specific applications of various provisions unclear and unspecified. Any increase in the combined companys tax rate in the future could have a material adverse effect on its financial conditions and results of operations.

Regulation of Foreign Currency Exchange and Dividend Distribution

Foreign Currency Exchange. Foreign currency exchange in the PRC is governed by a series of regulations, including the Foreign Currency Administrative Rules (1996), as amended, and the Administrative Regulations Regarding Settlement, Sale and Payment of Foreign Exchange (1996), as amended. Under these regulations, the Renminbi is freely convertible for trade and service-related foreign exchange transactions, but not for direct investment, loans or investments in securities outside China without the prior approval of the SAFE. Pursuant to the Administrative Regulations Regarding Settlement, Sale and Payment of Foreign Exchange, foreign-invested enterprises in China may purchase foreign exchange without the approval of the SAFE for trade and service-related foreign exchange transactions by providing commercial documents evidencing these transactions. They may also retain foreign exchange, subject to a cap approved by SAFE, to satisfy foreign exchange liabilities or to pay dividends. However, the relevant Chinese government authorities may limit or eliminate the ability of foreign-invested enterprises to purchase and retain foreign currencies in the future. In addition, foreign exchange transactions for direct investment, loan and investment in securities outside China are still subject to limitations and require approvals from the SAFE.

Dividend Distribution. The principal laws and regulations in China governing distribution of dividends by foreign-invested companies include:

The Sino-foreign Equity Joint Venture Law (1979), as amended;

The Regulations for the Implementation of the Sino-foreign Equity Joint Venture Law (1983), as amended;

The Sino-foreign Cooperative Enterprise Law (1988), as amended;

The Detailed Rules for the Implementation of the Sino-foreign Cooperative Enterprise Law (1995), as amended;

The Foreign Investment Enterprise Law (1986), as amended; and

The Regulations of Implementation of the Foreign Investment Enterprise Law (1990), as amended.

Under these regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, wholly foreign-owned enterprises in China are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds unless such reserve funds have reached 50% of their respective registered capital. These reserves are not distributable as cash dividends.

Legal Proceedings

AutoChina is not currently a party to any pending material legal proceedings.

AUTOCHINA MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with AutoChinas consolidated financial statements appearing elsewhere in this proxy statement.

Overview

AutoChina Group Inc., a company incorporated in Cayman Islands, is an integrated automotive dealership engaged in sales of automobiles and spare parts and after sales services consisting of 13 new automobile franchises located primarily in Hebei Province of China. AutoChina offers an extensive range of automotive products and services, including new automobiles, automobile maintenance, replacement parts, collision repair services, financing, and insurance consulting and other aftermarket service contracts. In April 2008, AutoChina commenced providing heavy truck sales and financing services, which provides financing to customers to acquire heavy trucks in China. As of September 30, 2008, AutoChina operated 48 commercial vehicle financing centers and 26 automotive dealership stores located primarily in various cities and towns throughout the Northern regions of China. By December 31, 2008, AutoChinas commercial vehicle financing facilities expanded to 103 centers primarily located in major areas in Hebei, Henan, Shanxi and Shandong provinces, Inner Mongolia Autonomous Region and Tianjin.

AutoChina was incorporated on July 26, 2007, but its automotive dealership business (through predecessor entities) has been in operation since 2000. AutoChinas automotive dealership revenues grew between 80% and 93% per annum over the past three years.

As of December 31, 2008, AutoChinas commercial vehicle financing network consisted of the following number of facilities in the indicated regions: (i) Hebei Province (12 commercial vehicle financing centers), (ii) Shanxi Province (29 commercial vehicle financing centers), (iii) Shandong Province (24 commercial vehicle financing centers), (iv) Henan Province (21 commercial vehicle financing centers), (v) Inner Mongolia Autonomous Region (16 commercial vehicle financing centers), (vi) Tianjin (1 commercial vehicle financing center). Each region is managed by a regional general manager reporting directly to the Vice president of the commercial vehicle financing business and a regional financial controller reporting directly to AutoChinas Chief Financial Officer. In additional, all the dealership stores are located in Hebei province and managed by the general manager of dealership who reports to the Chief Executive Officer directly. The finance manager in charge of dealerships also reports to AutoChinas Chief Financial Officer directly.

During the past years, AutoChina grew its dealership business primarily through acquisitions. AutoChina typically seek to acquire large, profitable, well-established and well-managed dealerships that are leaders in their respective market areas, and will continue to acquire additional equity interests in dealerships if it proves profitable. From January 1, 2005, through December 31, 2008, AutoChina acquired 23 dealership stores and disposed of or terminated 3 dealership stores. On the other hand, all of the 103 commercial vehicle financing centers are newly established in fiscal 2008.

Each acquisition has been accounted for as a purchase and the corresponding results of operations of these dealerships are included in AutoChinas financial statements from the date of acquisition. Details of the acquisitions and disposal of dealerships are shown in Note 4 and Note 5 to the accompanying consolidated financial statements.

AutoChinas operating results reflect the combined performance of each of its interrelated business activities, which include the sale of vehicles, commercial vehicle financing and insurance products, and parts, service and collision repair services. Historically, each of these activities has been directly or indirectly impacted by a variety of supply/demand factors, including vehicle inventories, consumer confidence, discretionary spending, availability and affordability of consumer credit, manufacturer incentives, fuel prices and interest rates. For example, during periods of sustained economic downturn or significant supply/demand imbalances, new vehicle sales may be negatively impacted as consumers tend to shift their purchases to used vehicles. Some consumers may even delay their purchasing decisions altogether, electing instead to repair their existing vehicles. In such cases, however, AutoChina believes the new vehicle sales impact on AutoChinas overall business is mitigated by its ability to offer other products and services, such as used vehicles and parts, service and collision repair services.

AutoChina generally experiences higher volumes of vehicle sales for dealerships in the first and fourth calendar quarters of each year. This seasonality is generally attributable to consumer buying trends and the timing of manufacturer new vehicle model introductions.

As a result, AutoChinas revenues, cash flows and operating income are typically lower in the second and third quarters and higher in the first and fourth quarters. Other factors unrelated to seasonality, such as changes in economic condition and manufacturer incentive programs, may exaggerate seasonal or cause counter-seasonal fluctuations in AutoChinas revenues and operating income.

For the nine months ended September 30, 2008 and 2007, and the years ended December 31, 2007, 2006 and 2005, AutoChina realized net income of $6.1 million, $2.2 million, $4.8 million, $2.7 million and $1.4 million, respectively.

AutoChinas gross margins as a percentage of sales have been fairly consistent from year to year. Over the last three fiscal years and nine months September 30, 2008, AutoChinas gross margins as a percentage of sales have ranged between approximately 4.4% and 5.9%. Gross margins as a percentage of sales for nine months ended September 30, 2008 were 5.7%. AutoChinas gross margins are set based upon the cost of the vehicle purchased, with higher-priced vehicles typically having higher gross margin percentages. In recent years, AutoChinas gross margins have been improved by the increase in the average retail sales price (a function of a higher purchase price) and the tightened operating costs, mostly related to economy of scale and the tightened vehicle repair costs. Additionally, the newly commenced commercial vehicle financing business enjoys a gross margin of approximately 5.8%. AutoChina expects that the gross margin percentage will not change significantly in the near term.

Hiring, training and retaining qualified associates are critical to AutoChinas success. The rate at which AutoChina adds new stores and is able to implement operating initiatives is limited by the number of trained managers AutoChina has at its disposal. Excessive turnover, particularly at the store / center manager level, could impact the ability to add new stores and to meet operational initiatives. AutoChina has added resources to recruit, train and develop personnel, especially manager positions. AutoChina expects to continue to invest in the development of AutoChinas workforce in fiscal 2009 and beyond to meet the growth of the business network.

Nine months ended September 30, 2008 Compared to Nine months ended September 30, 2007

Revenues increased $121.1 million, or 57.8%, in the nine months ended September 30, 2008 as compared to the same period in 2007, principally as a result of (i) revenue growth from an additional five automotive dealership stores acquired during the period ($17.1 million), (ii) increased demand for automobiles ($71.4 million), and (iii) revenues from the newly commenced commercial vehicle financing business ($33.1 million).

Cost of sales increased 56.8% in the nine months ended September 30, 2008 as compared to the same period in 2007. Gross margins are set based upon the cost of the vehicle purchased, with higher-priced vehicles typically having higher gross margin percentages. Gross margins have been slightly improved in recent periods due to the increase in the average retail sales price of vehicles (a function of a higher purchase price) and to a lesser extent by reduced operating costs resulted from economies of scale and AutoChinas effort to reduce vehicle repair costs. Additionally, in nine months ended September 30, 2008, the newly commenced commercial vehicle financing business produced a gross margin of approximately 5.8%, which is higher than the average gross margin in dealership business. It resulted to lead the overall gross margin increased from 5.1% to 5.7% compared to the same period in 2007.

Selling and marketing expenses, as a percentage of sales, increased 0.3% to 1.4% in the nine months ended September 30, 2008 as compared to 1.1% in the same period in 2007. In dollar terms, the selling and marketing expenses are increased by $2.2 million. AutoChina experienced an increase in expenditures associated with the opening of new branch/stores for the commercial vehicle financing business. AutoChina has also incurred additional promotion costs in the automotive dealership business for attracting higher sales volumes.

General and administrative expense, as a percentage of sales, decreased 0.5% to 1.5% in the nine months ended September 30, 2008 from 2.0% in the same period in 2007. The percentage decrease was principally the result of higher sales levels as a large majority of AutoChinas general and administrative expenses are more fixed in nature. In dollar terms, overall expenses increased $0.7 million which consisted primarily of increased payroll costs. Payroll costs increased due to the increase number of office staff, which is mostly relates to the newly commenced commercial vehicle financing business.

Interest expense, as a percentage of sales, increased 0.1% to 0.7% in the nine months ended September 30, 2008 from 0.6% in the same period in 2007, although the absolute amount has been increased by $1.0 million (79.7%). The decrease was principally the result of lower average borrowing levels and lower average interest rates on the credit during the period.

Interest income, as a percentage of sales, increased 0.5% to 0.6% in the nine months ended September 30, 2008 from 0.1% in the same period in 2007. The increase was primarily due to the interest income derived from the commercial vehicle financing services commenced in April 2008.

The effective income tax rate in the nine months ended September 30, 2008 was 26.7%. This rate is higher than historical rate of 18.1% due to the distribution of profits among AutoChinas operating subsidiaries.

2007 Compared to 2006

Revenues increased $142.0 million, or 93.0%, in fiscal 2007 as compared to fiscal 2006, principally as a result of (i) revenue growth from four additional automotive dealership stores acquired during the fiscal 2007, (ii) increased demand automobiles, and (iii) revenues from stores set up in fiscal 2006 that operated a full 12 months in fiscal 2007.

Cost of sales was increased at 91.6% in fiscal 2007 as compared to fiscal 2006. AutoChinas gross margins are set based upon the cost of the vehicle purchased, with higher-priced vehicles typically having higher gross margin percentages. AutoChinas gross margins have been slightly improved by the increase in the average retail sales price (a function of a higher purchase price) and to a lesser extent by reduced operating costs, mostly related to reduced operating costs, resulting primarily from economies of scale and cost control initiatives. This resulted in gross margin increasing from 5.3% in fiscal 2006 to 5.9% in fiscal 2007.

Selling and marketing expenses, as a percentage of sales, decreased 0.1% to 1.1% in fiscal 2007 as compared to 1.2% in fiscal 2006. In dollar terms, the selling and marketing expenses are increased by $1.5 million. AutoChina experienced an increase in expenditures associated with additional promotion costs incurred.

General and administrative expense, as a percentage of sales, maintained at 2.0% in both of fiscal 2006 and 2007. In dollar terms, overall expenses increased $3.0 million, which consisted primarily of increased payroll and office costs. Payroll costs increased due to the increase number of staff and related costs, in relation to the increased number of dealership stores.

Interest expense, as a percentage of sales, increased 0.2% to 0.7% in fiscal 2007 from 0.5% in fiscal 2006. In dollar terms, it has been increased by $1.4 million (192.0%). The increase was principally the result of increased average borrowing levels and increased average interest rates on the credit during the period. Interest income, as a percentage of sales, maintained at 0.1% for both years.

The effective income tax rate in fiscal 2007 was 17.7%, while it was (1.0%) in fiscal 2006. This rate is higher than historical rates since most of the income generated in fiscal 2006 was non-taxable.

2006 Compared to 2005

Revenues increased $67.9 million, or 80.0%, in fiscal 2006 as compared to fiscal 2005, principally as a result of (i) revenue growth from ten additional automotive dealership stores acquired during the fiscal 2006, (ii) increased demand for automobiles, and (iii) revenues from stores set up in fiscal 2005 that operated a full 12 months in fiscal 2006.

Cost of sales was increased at 78.5% in fiscal 2006 as compared to fiscal 2005. AutoChinas gross margins are set based upon the cost of the vehicle purchased, with higher-priced vehicles typically having higher gross margin percentages. AutoChinas gross margins have been slightly improved by the increase in the average retail sales price (a function of a higher purchase price) and to a lesser extent by operating costs, mostly related to the tightened operating costs, resulted from economy of scale and the tightened vehicle repair costs. As a result, the gross margin increased from 4.5% in fiscal 2005 to 5.3% compared to fiscal 2006.

Selling and marketing expenses, as a percentage of sales, decreased 0.3% to 1.2% in fiscal 2006 as compared to 1.5% in fiscal 2005. In dollar terms, the selling and marketing expenses are increased by $0.5 million. AutoChina experienced an increase in lot level expenditures associated with the additional promotion costs incurred for the increased number of automotive dealership brand during the fiscal 2006.

General and administrative expense, as a percentage of sales, increased 0.6% to 2.0% in fiscal 2006 as compared to 1.4% in fiscal 2005. In dollar terms, overall expenses increased $1.8 million which consisted primarily of increased payroll and office costs. Payroll costs increased due to the increase number of office staff and related costs, in relation to the increased number of dealership stores.

Interest expense, as a percentage of sales, increased 0.3% to 0.5% in fiscal 2006 from 0.2% in fiscal 2005. In dollar terms, it has been increased by $0.5 million (247.6%). The increase was principally the result of increased average borrowing levels and increased average interest rates on the credit line during the period. Interest income, as a percentage of sales, maintained at 0.1% for both years.

The effective income tax rate in fiscal 2006 was (1.0%), while it was (4.6%) in fiscal 2005. This rate was negative since most of the income generated during fiscal 2005 was non-taxable.

Financial Condition

The following table sets forth the major balance sheet accounts of AutoChina at September 30, 2008 and 2007, December 31, 2007, 2006 and 2005 (in thousands):

	September 30,				December 31,
	2008		2007		2007		2006		2005
	(Unaudited)		(Unaudited)
Asset:
Restricted cash	$	39,988		17,273		24,734		25,885		8,486
Inventories		45,971		26,221		26,910		24,807		7,389
Notes receivable		27,915		-		-		-		-
Property, equipment and improvement, net		25,878		15,438		18,030		14,359		7,192
Liabilities:
Floor plan notes payable- manufacturer affiliated	$	16,873	$	8,671	$	10,808	$	7,238	$	1,142
Trade notes payable		60,683		24,838		35,828		32,318		9,902

Restricted cash was increased in line with the trade notes payable, as AutoChina used financing for the purchase of vehicles. In September 30, 2008, the restricted cash increased by $22.7 million (131.5%) compared with September 30, 2007. On the other hand, the increment of the trade notes payables was slightly higher by increasing $35.8 million (144.3%).

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Inventory balances were continuously increased throughout the period. In September 30, 2008, inventory increased to $46.0 million from $26.2 million in September 30, 2007 (75.3%), as compared with the growth of sales in 57.8%. The growth was due to the increased number of dealership stores from 21 to 26.

Notes receivable began in April 2008 as a result of the commercial vehicle financing services under which AutoChina has entered into monthly installment arrangements with customers for 2 year-period.

Property, equipment and improvement, net increased significantly to $25.9 million in September 30, 2008, which was an increase of $7.8 million (43.5%) as compared with December 31, 2007 and $10.4 million (67.6%) as compared with in September 30, 2007. The increased expenditures primarily relate to costs associated with expanding a number of existing dealership stores and the commercial vehicle financing centers.

Floor plan notes payable- manufacturer affiliated relates to the committed facility lines entered into with several financial institutions affiliated with automobile manufacturers to finance most of the new automobile inventories. It was increased to $16.9 million in September 30, 2008, (an increase of $6.1 million (56.1%) compared with December 31, 2007 and $8.2 million (94.6%) compared with September 30, 2007). It was increased to respond the increased level of automobile inventories

Trade notes payable were bank guarantee promissory notes which were secured by cash deposits with the banks (restricted cash) and certain automobile inventories. It was increased to $60.7 million in September 30, 2008, which was increased by $24.9 million (69.4%) compared with December 31, 2007 and $35.8 million (144.3%) compared with in September 30, 2007. It was increased to respond the increased level of automobile inventories and revenue growth

AutoChinas borrowings fluctuate primarily based upon a number of factors including (i) revenues, (ii) account and notes receivables changes, (iii) capital expenditures, and (iv) inventory changes. Historically, income from continuing operations, as well as borrowings on the revolving credit facilities, has funded the account and notes receivables growth, inventory growth and capital expenditures.

Liquidity and Capital Resources

The following table sets forth certain historical information with respect to AutoChinas statements of cash flows (in thousands):

	Nine months Ended September 30,						Years Ended December 31,
	2008			2007			2007			2006			2005
	(Unaudited)			(Unaudited)

Net cash provided by (used in) operating activities	$	(4,714	)		(22,062	)	$	(732	)	$	3,498		$	(1,242	)
Net cash used in investing activities		(21,376	)		7,093			(3,315	)		(16,425	)		(15,024	)
Net cash provided by financing activities		29,820			23,485			9,768			16,132			17,599
Effect of exchange rate change	$	1,111		$	306		$	(350	)	$	(285	)	$	(60	)
Net increase in cash and cash equivalents	$	4,841		$	8,822		$	5,371		$	2,920		$	1,273

Operating Activities. AutoChina used $4.7 million in operating activities in the nine months ended September 30, 2008, $22.1 million in the nine months ended September 30, 2007, $0.7 million in fiscal 2007 and $1.2 million in fiscal 2005, while it generated $3.5 million in fiscal 2006. Since AutoChina continued to expand the size of its automotive dealership business since 2005 and the introduction of the newly commenced commercial vehicle financing business in 2008, the need of inventory growth and working capital needs increased throughout the period.

Investing Activities. Net cash used in investing activities was $21.4 million in the nine months ended September 30, 2008, $3.3 million in fiscal 2007, $16.4 million in fiscal 2006 and $15.0 million in fiscal 2005, while it generated $7.1 million in the nine months ended September 30, 2007.

In addition to purchase of property, equipment and improvement, capital expenditures for all periods included the cash paid for business acquisitions of the automotive dealership stores. Furthermore, the change in restricted cash, which was pledged to banks for borrowings, has also affected the net cash used in investing activities.

Financing Activities. Net cash provided by financing activities was $29.8 million in the nine months ended September 30, 2008, $23.4 million in the nine months ended September 30, 2007, $9.8 million in fiscal 2007, $16.1 million in fiscal 2006 and $17.6 million in fiscal 2005. In the nine months ended September 30, 2008, AutoChina increased total net borrowings by $16.0 million and increased the capital contribution of $16.2 million from its shareholder. In the nine months ended September 30, 2007, AutoChina increased total net borrowings by $15.7 million and increased the capital contribution of $8.0 million from its shareholder. AutoChina increased total net borrowings by $0.6 million, $5.4 million and $10.2 million during the fiscal 2007, 2006 and 2005, respectively. In addition, it increased the capital contribution of $8.4 million, $10.0 million and $6.1 million from its shareholder, during the fiscal 2007, 2006 and 2005, respectively.

Historically, most or all of this cash is used to fund notes receivable, inventory growth and for capital expenditures. To the extent notes receivables and inventory growth and capital expenditures exceed income from operations, generally AutoChina increases the borrowings under facilities and from affiliates.

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AutoChina leased most of the properties where the dealership stores and commercial vehicle financing centers are located. AutoChina expects to continue to lease the majority of the properties where AutoChinas stores or centers are located.

AutoChina expanded dealerships significantly in 2005 and 2006, the capital expenditures have continuously increased since 2005. As AutoChina restructured dealerships in 2007, the increment of the cash used for investing activities slowed. Since April 2008, a significant amount of capital ($1,929,000) has been used in connection with the commencement of AutoChinas commercial vehicle financing business and additional capital expenditures were required for existing dealerships.

At September 30, 2008, AutoChina had $17.7 million of cash on hand. On a short-term basis, AutoChinas principal sources of liquidity include income from operations and short-term borrowings from financial institutions including notes payables and trade notes payable. On a longer-term basis, AutoChina expects AutoChinas principal sources of liquidity to consist of income from operations, borrowings from financial institutions and/or fixed interest term loans. Further, while AutoChina has no specific plans to issue debt or equity securities, AutoChina believes, if necessary, it could raise additional capital through the issuance of such securities or shareholders loans.

AutoChina expects to use cash to (i) grow its notes receivables portfolio in line with its revenue growth, and (ii) purchase property, equipment and improvement in the next 12 months in connection with adding five new dealership stores and 47 commercial vehicle financing centers. AutoChina believes that it will have adequate liquidity to satisfy its capital needs for the foreseeable future.

AutoChinas borrowings primarily consisted of (i) Floor plan notes payable- manufacturer affiliated; and (ii) Trade notes payable.

Floor plan notes payable- manufacturer affiliated relates to the committed facility lines that entered with several financial institutions affiliated with automobile manufacturers to finance most of the new automobile inventories. It was increased to $16.9 million in September 30, 2008, (an increase of $6.1 million (56.1%) compared with December 31, 2007 and $8.2 million (94.6%) compared with September 30, 2007). It was increased in response to increased level of automobile inventories.

Trade notes payable were bank guarantee promissory notes which were secured by cash deposits with the banks (restricted cash) and certain automobile inventories. It was increased to $60.7 million on September 30, 2008, which was increased by $24.9 million (69.4%) compared with December 31, 2007 and $35.8 million (144.3%) compared with the level of cash deposits on September 30, 2007. It was increased in response to the increased level of automobile inventories and revenue growth

AutoChinas borrowings fluctuate primarily based upon a number of factors including (i) revenues, (ii) account and notes receivables changes, (iii) capital expenditures, and (iv) inventory changes. Historically, income from continuing operations, as well as borrowings on the revolving credit facilities, have driven the growth in the account and notes receivables growth, inventory growth and capital expenditures.

Contractual Payment Obligations

The following is a summary of AutoChinas contractual obligations as of December 31, 2007, including renewal periods under operating leases that are reasonably assured (in thousands):

	Payments due by period
	Total		Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years

Trade notes payable		35,828		35,828		-		-		-
Operating leases		26,294		1,260		4,162		2,814		18,058
Floor plan notes payable manufacturer affiliated		10,808		10,808		-		-		-
Floor plan notes payable non-manufacturer affiliated		685		685		-		-		-
Notes payable		6,725		6,725		-		-		-
Notes payable , related parties		12,538		12,538		-		-		-
Capital commitment		975		975		-		-		-

Total		93,853		68,819		4,162		2,814		18,058

The following is a summary of AutoChinas contractual obligations as of September 30, 2008, including renewal periods under operating leases that are reasonably assured (in thousands):

	Payments due by period
	Total		Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years

Trade notes payable		60,683		60,683		-		-		-
Operating leases		28,777		1,695		3,225		3,127		20,700
Floor plan notes payable manufacturer affiliated		16,873		16,873		-		-		-
Notes payable		5,091		5,091		-		-		-
Capital commitment		1,120		1,120		-		-		-

Total		112,544		85,462		3,225		3,127		20,700

AutoChina leases certain facilities under long-term, non-cancelable leases and month-to-month leases. These leases are accounted for as operating leases.

Off-Balance Sheet Arrangements

AutoChina has entered into operating leases for all of its dealership and commercial vehicle financing stores and office facilities. Generally, the leases for its commercial vehicle financing stores are for periods of one to three years. The leases for its dealership stores and office facilities are typically for periods over ten years. AutoChina uses leasing arrangements to maintain flexibility in its commercial vehicle financing store locations and to preserve capital. AutoChina expects to continue to lease the majority of its store and office facilities under arrangements substantially consistent with the past.

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Rent expense for all operating leases amounted to $734,000, $813,000, $871,000, $563,000 and $277,000 for the nine months ended September 30, 2008 and 2007 and the years ended December 31, 2007, 2006 and 2005, respectively.

Other than its operating leases, AutoChina is not a party to any off-balance sheet arrangement.

Critical Accounting Policies and Estimates

The discussion and analysis of AutoChinas financial condition and results of operations is based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires AutoChina to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, AutoChina evaluates its estimates, including those related to accounts receivable and the related provision for doubtful accounts, tangible and intangible long-lived assets, the assessment of the valuation allowance on deferred tax assets, the purchase price allocation on acquisitions, and contingencies and litigation, among others. AutoChina bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. AutoChina believes that the following critical accounting policies affect the more significant judgments and estimates used in the preparation of its consolidated financial statements: goodwill, intangible assets and long-lived assets, income taxes and accounts receivable.

Goodwill, Intangible Assets and Long-Lived Assets. Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS No. 142), requires purchased intangible assets other than goodwill to be amortized over their useful lives unless these lives are determined to be indefinite.

SFAS No. 142 requires goodwill to be tested for impairment at least on an annual basis and more often under certain circumstances, and written down when impaired. An interim impairment test is required if an event occurs or conditions change that would more likely than not reduce the fair value of the reporting unit below the carrying value.

Impairment losses are limited to the carrying value of the goodwill, which represents the excess of the carrying amount of a reporting units goodwill over the implied fair value of that goodwill. In determining the estimated future cash flows, AutoChina considers current and projected future levels of income based on managements plans for that business, as well as business trends, prospects and market and economic conditions.

AutoChina accounts for the impairment of long-lived assets, such as property and equipment and intangible assets, under the provisions of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment of Long-Lived Assets (SFAS No. 144). SFAS No. 144 establishes the accounting for impairment of long-lived tangible and intangible assets other than goodwill and for the disposal of a business. Pursuant to SFAS No. 144, AutoChina periodically evaluates, at least annually, whether facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. In the event that the carrying amount of long-lived assets exceeds the undiscounted future cash flows, then the carrying amount of such assets is adjusted to their fair value. AutoChina reports an impairment cost as a charge to operations at the time it is recognized.

Income Taxes. AutoChina accounts for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS No. 109). SFAS No. 109 requires recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Accounts Receivable. Accounts receivable, which are unsecured, are stated at the amount AutoChina expects to collect. AutoChina maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. AutoChina evaluates the collectability of its accounts receivable based on a combination of factors, including customer credit-worthiness and historical collection experience. Management reviews the receivable aging and adjusts the allowance based on historical experience, financial condition of the customer and other relevant current economic factors. As of September 30, 2008 and 2007, December 31, 2007, 2006 and 2005, a majority of the trade receivable balances were due from governmental agencies which AutoChina believed are collectible in full and a majority of the accounts receivable related to warranty claims are primarily due from manufacturers. Therefore, the management determined no allowance for uncollectible amounts is required. Concentrations of credit risk with respect to accounts receivables from the sale of automobiles are limited because a large number of diverse customers comprise AutoChinas customer base, thus spreading the trade credit risk.

Recent Accounting Pronouncements

In May 2008, the Financial Accounting Standard Board (FASB) issued SAFS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No.162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of non-governmental entities that are presented in conformity with GAAP. SFAS No.162 directs the GAAP hierarchy to the entity as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS No.162 is effective 60 days following the SECs approval of the Public Company Accounting Oversight Board amendments to remove the GAAP hierarchy from the auditing standards. AutoChina is currently evaluating the impact of adopting SFAS No. 162.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, which requires additional disclosures related to derivatives instruments and hedging activities. These enhanced disclosures will discuss (a) how and why a company uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations and (c) how derivative instruments and related hedged items affect a companys financial position, results of operations and cash flows. SFAS No. 161 is effective for fiscal years beginning on or after November 15, 2008, with earlier adoption allowed. AutoChina is currently evaluating the impact of adopting SFAS No. 161.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements-an amendment of ARB No. 51. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, with earlier adoption prohibited. This statement requires the recognition of a non-controlling interest (minority interest) as equity in the consolidated financial statements and separate from the parents equity. The amount of net income attributable to the non-controlling interest will be included in consolidated net income on the face of the income statement. It also amends certain of ARB No. 51s consolidation procedures for consistency with the requirements of SFAS No.141(R). This statement also includes expanded disclosure requirements regarding the interests of the parent and its non-controlling interest. AutoChina is currently evaluating this new statement and anticipate that the Statement will not have a significant impact on the reporting of its results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS No.141(R)), which replaces SFAS No. 141, Business Combinations. SFAS No.141(R) retains the underlying concepts of SFAS 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting but SFAS No.141(R) changed the method of applying the acquisition method in a number of significant aspects. Acquisition costs will generally be expensed as incurred; non-controlling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS No.141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS No.141(R) amends SFAS No.109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of SFAS No.141(R) would also apply the provisions of SFAS No.141(R). Early adoption is not permitted. AutoChina is currently evaluating the impact of adopting FAS No. 141R.

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Seasonality

AutoChinas second and third fiscal quarters (April through September) have historically been slower for dealership sales. Conversely, AutoChinas first and fourth fiscal quarters (January through March and October through December) have historically been the busiest times for car sales. Therefore, AutoChina generally realize a higher proportion of its revenue and operating profit during the first and fourth fiscal quarters. AutoChina expects this trend to continue in future periods. If conditions arise that impair vehicle sales during the first or fourth fiscal quarters, the adverse effect on AutoChinas revenues and operating profit for the year could be disproportionately large.

Impact of Inflation

Inflation has not historically been a significant factor impacting AutoChinas results.

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INFORMATION ABOUT SPRING CREEK

Spring Creeks History and Business Plans

Spring Creek Acquisition Corp. is a limited life Cayman Islands exempted company incorporated on October 16, 2007, organized as a blank check company for the purpose of acquiring, through a stock exchange, asset acquisition or other similar business combination, or controlling, through contractual arrangements, an operating business, that has its principal operations in the Peoples Republic of China, or PRC, as well as the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan, which Spring Creek refers to as Greater China. Spring Creeks Amended and Restated Memorandum and Articles of Association provides that it may not consummate a business combination with a business that has its principal operations outside of Greater China. Spring Creeks efforts to identify a prospective target business have not been limited to a particular industry.

The Initial Public Offering and Trust Account. On March 4, 2008, Spring Creek consummated its initial public offering of 4,500,000 units. On March 13, 2008, the underwriters of Spring Creeks initial public offering exercised their over-allotment option in full, for a total of an additional 675,000 units (over and above the 4,500,000 units sold in the initial public offering) for an aggregate offering of 5,175,000 units. Each unit in the offering consisted of one ordinary share and one redeemable ordinary share purchase warrant. Each warrant entitles the holder to purchase from Spring Creek one ordinary share at an exercise price of $5.00. Spring Creeks ordinary shares and warrants started trading separately as of March 28, 2008.

The trust account contains $1,449,000 of the underwriters compensation which will be paid to them only in the event of a business combination. The amounts held outside of the trust account are available to be used by Spring Creek to provide for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The net proceeds deposited into the trust fund remain on deposit in the trust account earning interest. In connection with the initial public offering and the private placement, Spring Creeks officers and directors placed all the shares owned by them before the private placement and the initial public offering into an escrow account. Except in certain circumstances, these shares will not be released from escrow until nine months after Spring Creeks consummation of a business combination with respect to 50% of the shares and one year after its consummation of a business combination with respect to the remaining 50% of the shares.

Fair Market Value of Target Business. Pursuant to Spring Creeks Amended and Restated Memorandum and Articles of Association, the initial target business that Spring Creek acquires or merges with must have a fair market value equal to at least 80% of Spring Creeks net assets at the time of such acquisition, as determined by Spring Creeks Board of Directors based on standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. Spring Creek is not required to obtain an opinion from an investment banking firm as to fair market value if its Board of Directors independently determines that the target business has sufficient fair market value.

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Shareholder Approval of Acquisition. Under Spring Creeks Amended and Restated Memorandum and Articles of Association, approval of the acquisition requires the affirmative vote of the holders of a majority of the outstanding ordinary shares. Spring Creek will not be authorized to complete the acquisition if holders of 2,070,000 or more shares of Spring Creek ordinary shares sold in its initial public offering (public shareholders owning 40% or more of the shares issued in the initial public offering) vote against the acquisition and demand that Spring Creek redeem their shares into pro rata portions of the trust account. The holders of Spring Creek ordinary shares issued prior to its initial public offering have agreed to vote the 1,293,750 Spring Creek ordinary shares owned by them prior to Spring Creeks initial public offering in accordance with the majority of the votes cast by holders of shares sold in Spring Creeks initial public offering. The initial shareholders have agreed not to demand redemption rights with respect to any ordinary shares owned by them, directly or indirectly, whether included in their initial shares or purchased by them in Spring Creeks initial public offering or in the aftermarket (nor will they seek appraisal rights with respect to such shares if appraisal rights would be available to them). The 1,293,750 shares that Spring Creeks initial shareholders own represent 20% of Spring Creeks outstanding ordinary shares. If holders of 2,070,000 of Spring Creeks ordinary shares purchased in Spring Creeks initial public offering (which number represents 40% or more of the shares of Spring Creek ordinary shares issued in Spring Creeks initial public offering) vote against the acquisition and exercise their right to redeem their shares for cash, the acquisition will not be consummated.

If the Acquisition is Not Consummated. If Spring Creek does not consummate the acquisition of AutoChina, it will continue to seek another target business until it is required to liquidate and dissolve pursuant to its Amended and Restated Memorandum and Articles of Association. As provided in its Amended and Restated Memorandum and Articles of Association, Spring Creek is required, by September 4, 2009, to consummate a business combination or enter into a letter of intent, agreement in principle or definitive agreement relating to a business combination, in which case Spring Creek would be allowed an additional twelve months to complete the transactions contemplated by such agreement. Under its Amended and Restated Memorandum and Articles of Association as currently in effect, if Spring Creek does not acquire at least majority control of a target business by September 4, 2010, Spring Creek will dissolve and distribute to its public shareholders the amount in the trust account plus any remaining net assets.

Redemption rights. Each holder of public shares who votes against the acquisition has the right to have his or her public shares redeemed for cash, if the acquisition is approved and completed.

The actual per-share redemption price will be equal to the amount in the trust account, inclusive of any interest, as of two business days prior to the consummation of the acquisition, less taxes payable, $1,050,000 of interest earned on the trust account that may be released to Spring Creek to fund its working capital and repay management loans, divided by the number of shares issued in Spring Creeks initial public offering, which, as of the date of the consummation of the acquisition is expected to be approximately $7.86 per share.

An eligible shareholder may request redemption at the time the vote is taken with respect to the acquisition, but the request will not be granted unless the shareholder votes against the acquisition and the acquisition is approved and completed. Any request for redemption, if made by proxy prior to the date of the extraordinary general meeting, may be withdrawn at any time up to the date of the meeting. Funds to be distributed to shareholders who elect redemption will be distributed promptly after consummation of the acquisition. Any shareholder who redeems shares into a portion of the trust account still has the right to exercise any warrants to purchase Spring Creek ordinary shares that he or she owns. Spring Creek will not complete the acquisition if holders of 2,070,000 or more of shares of Spring Creeks ordinary shares purchased in Spring Creeks initial public offering (which number represents 40% or more of the shares of Spring Creek ordinary shares issued in Spring Creeks initial public offering) vote against the acquisition and exercise their redemption rights.

Competition. If the acquisition is completed, Spring Creek will become subject to competition from competitors of AutoChina. For more information of the competition AutoChina faces, please see the section entitled, Information About AutoChinaCompetition elsewhere in this document.

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Future Plans. Spring Creeks vision is to further AutoChinas leadership position of its commercial vehicle financing business. Management anticipates that AutoChina focus will be on the following sectors: increasing new commercial vehicle financing centers and dealership stores; expanding the business on geographic area; further access to the capital market

Spring Creek has a three-part strategy for fulfilling its vision:

Establish 47 and 50 new commercial vehicle financing centers in 2009 and 2010, respectively, and expanding the commercial vehicle financing network to over 1,000 financing centers throughout 26 provinces of China in 5 years time.

Building an additional 10 dealerships by the end of 2010 through acquisition and dynamic growth. The acquisition strategy will focus on what management believes to be an abundance of acquisition targets throughout the region that fall within its channel and market focus. No specific acquisitions are contemplated as of the date this proxy statement was mailed to shareholders.

Future listing on NASDAQ or NYSE.

Facilities. Spring Creek maintains executive offices at 10F, Room #1005, Fortune Intl Building, No. 17, North Daliushu Road, Haidian District, Beijing 100081, Peoples Republic Of China. The base rental cost for this space is approximately $7,500 per month. Spring Creek considers its current office space adequate for current operations.

Employees

Spring Creek has four officers. They are not obligated to contribute any specific number of hours per week on Spring Creeks affairs, and they devote only as much time as they deem necessary to Spring Creeks affairs. Spring Creek has no employees.

Periodic Reporting and Audited Financial Statements

Spring Creek has registered its securities under the Securities Exchange Act of 1934 and has reporting obligations, including the requirement to file annual and quarterly reports with the SEC. In accordance with the requirements of the Securities Exchange Act of 1934, Spring Creeks annual report contains financial statements audited and reported on by Spring Creeks prior independent registered public accounting firm.

Legal Proceedings

Spring Creek is not currently a party to any pending material legal proceedings.

107

SPRING CREEK MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Overview

Spring Creek is a limited life Cayman Islands exempted company incorporated on October 16, 2007, organized as a blank check company for the purpose of acquiring, through a stock exchange, asset acquisition or other similar business combination, or controlling, through contractual arrangements, an operating business, that has its principal operations in the Peoples Republic of China, or PRC, as well as the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan, or Greater China. Spring Creeks Amended and Restated Memorandum and Articles of Association provides that Spring Creek may not consummate a business combination with a business that has its principal operations outside of Greater China. Spring Creeks efforts to identify a prospective target business will not be limited to a particular industry.

Critical Accounting Policies

Deferred income taxes are provided for the differences between bases of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

Basic and diluted loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Management does believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Results of Operations for the Nine-Month Period ended September 30, 2008

Spring Creek reported net income of $248,718 for the nine-months ended September 30, 2008. Until Spring Creek enters into a business combination, Spring Creeks only significant income will be from interest generated in the trust account.

Overall, for the nine-month period ended September 30, 2008, not including fees and expenses incurred in connection with Spring Creeks initial public offering, Spring Creek incurred $166,939 of general and administrative expenses and $356 of formation costs. Spring Creeks trust account earned interest of $549,362 for the nine months ended September 30, 2008.

Results of Operations for the year ended December 31, 2007

Spring Creek had a net loss of $23,428 for the period ended December 31, 2007 as a result of formation and operating costs. Additionally, deferred offering costs of $199,957 were incurred in 2007. These costs consisted of professional fees of $189,437 and regulatory and filing fees of approximately $10,520. Spring Creek had no income in 2007. Until Spring Creek enters into a business combination, Spring Creek will not have revenues and will continue to incur losses due to managements expenses relating to locating a target business to acquire.

108

Liquidity and Capital Resources

On February 27, 2008, Spring Creek completed a private placement of 1,430,000 warrants to James Cheng-Jee Sha, Spring Creeks Chief Executive Officer and Chairman, Diana Chia-Huei Liu, Spring Creeks President and Director, William Tsu-Cheng Yu, Spring Creeks Chief Financial Officer and Director, Jimmy (Jim) Yee-Ming Wu, Spring Creeks Chief Operating Officer and Director and Gary Han Ming Chang, Spring Creeks Special Advisor, which Spring Creek collectively refers to as Spring reeks founding shareholders, and received net proceeds of $1,430,000. On March 4, 2008, Spring Creek consummated its initial public offering of 4,500,000 units. On March 13, 2008, the underwriters of Spring Creeks initial public offering exercised their over-allotment option in full, for a total of an additional 675,000 units (over and above the 4,500,000 units sold in the initial public offering) for an aggregate offering of 5,175,000 units. Each unit in the public offering consisted of one ordinary share and one redeemable ordinary share purchase warrant. Each warrant entitles the holder to purchase from Spring Creek one ordinary share at an exercise price of $5.00. Spring Creeks ordinary shares and warrants started trading separately as of March 28, 2008.

The net proceeds from the sale of Spring Creeks warrants and units, after deducting certain offering expenses of approximately $3,458,000, including underwriting discounts of approximately $2,898,000, were approximately $39,372,000. Approximately $40,671,000 of the proceeds from the initial public offering and the private placement was placed in a trust account for Spring Creeks benefit. The trust account contains $1,449,000 of the underwriters compensation which will be paid to them only in the event of a business combination. Except for up to $1,050,000 in interest that is earned on the funds contained in the trust account that may be released to Spring Creek to be used as working capital, of which approximately $450,000 has been released as of December 31, 2008, Spring Creek will not otherwise be able to access the amounts held in the trust until Spring Creek consummates a business combination. The amounts held outside of the trust account are available to be used by Spring Creek to provide for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. From October 16, 2007 (the date of Spring Creeks inception) through December 31, 2007, Spring Creek had operating expenses of $23,428 and deferred offering costs of $199,957. From January 1, 2008 through March 4, 2008 (the date on which Spring Creek consummated its initial public offering), Spring Creek has operating expenses of $356 and offering costs of $196,659, exclusive of the $2,898,000 in underwriting discounts. The net proceeds deposited into the trust fund remain on deposit in the trust account earning interest. Other than $1,050,000 in interest which Spring Creek may use to fund working capital, the amounts held in the trust account may only be used by Spring Creek upon the consummation of a business combination. As of December 31, 2007, Spring Creek had no amount held in the trust account and as of September 30, 2008 there was approximately $40,855,000 held in the trust account, which includes deferred underwriting fees of 1,449,000. Additionally, as of September 30, 2008, Spring Creek had approximately $84,000 outside the trust account to fund Spring Creeks working capital requirements

Spring Creek will use substantially all of the net proceeds of the initial public offering to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating a business combination. To the extent that Spring Creeks capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust account as well as any other net proceeds not expended will be used to finance the operations of the target business.

Assuming the release of the full amount of the interest Spring Creek is entitled to receive from the trust account, Spring Creek believes that it will have sufficient available funds outside of the trust account to operate through September 4, 2010, assuming that a business combination is not consummated during that time. Spring Creek does not believe that it will need to raise additional funds in order to meet the expenditures required for operating Spring Creeks business. However, Spring Creek may need to raise additional funds through a private offering of debt or equity securities if such funds are required to consummate a business combination that is presented to Spring Creek. Spring Creek would only consummate such a financing simultaneously with the consummation of a business combination.

Commencing on February 27, 2008, Spring Creek began incurring a fee of $7,500 per month for office space. The office space is provided by LiveABC of Beijing, China, an affiliate of James Cheng-Jee Sha, Spring Creeks Chief Executive Officer and director. Mr. Sha has agreed that, until Spring Creek consummates a business combination, he will make such office space, as well as certain office and secretarial services, available to Spring Creek, as may be required by Spring Creek from time to time.

109

Off-Balance Sheet Arrangements

Spring Creek has never entered into any off-balance sheet financing arrangements and have never established any special purpose entities. Spring Creek has not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Contractual Obligations

Spring Creek does not have any long term debt, capital lease obligations, operating lease obligations, purchase obligations or other long term liabilities. However, as discussed above, Spring Creek has entered into a lease with the landlord of Spring Creeks office facilities at a monthly rental of approximately $7,500.

110

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial information has been prepared assuming that the Business Combination had occurred (i) at the beginning of each of the applicable periods for the pro forma statements of operations and (ii) at September 30, 2008 for the pro forma balance sheet. The unaudited pro forma condensed combined financial information presents two possible scenarios for the approval of the Business Combination by Spring Creeks stockholders, as follows:

Assuming No Redemption of Shares: This presentation assumes that no stockholders exercised their redemption rights; and

Assuming Maximum Redemption of Shares: This presentation assumes that holders of 2,069,999 shares of Spring Creeks outstanding ordinary shares (one share less than 40%) exercise their redemption rights.

The unaudited pro forma condensed combined financial information is provided for illustrative purposes only. The historical financial information has been adjusted to give effect to pro forma events that are directly attributable to the Business Combination, are factually supportable, and are expected to have a continuing impact on the combined results.

You should not rely on the unaudited pro forma condensed combined balance sheet as being indicative of the historical financial position that would have been achieved had the Business Combination been consummated as of September 30, 2008, or the unaudited pro forma condensed combined statements of operations as being indicative of the historical financial results of operations that would have been achieved had the Business Combination been consummated on the first day of each of the respective operating periods. See Risk Factors Risk Factors Relating to the Business Combination in this proxy statement for further details.

We are providing the following information to aid you in your analysis of the financial aspects of the business combination. We derived the historical financial information of AutoChina from the unaudited consolidated financial statements of AutoChina for the nine months ended September 30, 2008 and the notes thereto and the audited consolidated financial statements of AutoChina for the year ended December 31, 2007 and the notes thereto included elsewhere in this proxy statement. We derived the historical financial information of Spring Creek from the unaudited financial statements of Spring Creek for the nine months ended September 30, 2008 and the notes thereto and the audited financial statements of Spring Creek for the year ended December 31, 2007 and the notes thereto included elsewhere in this proxy statement. This information should be read together with Spring Creeks and AutoChinas audited and unaudited financial statements and related notes, "Management's Discussion and Analysis of Financial Condition and Results of Operations" for Spring Creek and AutoChina, and other financial information included elsewhere in this proxy statement.

Actual results could differ from the pro forma information presented and depend on several variables, including, pursuant to an earn-out provision in the share exchange agreement, the issuance to AutoChinas current shareholders of between 5% and 20% of the number of ordinary shares outstanding as of December 31 of the fiscal year immediately prior to such earn-out issuance for achieving certain Targeted EBITDA Growth (as defined in the share exchange agreement) in each of the five fiscal years ending December 31, 2009 through December 31, 2013. Upon issuance, such shares will be recorded as an adjustment to the accounting acquirees basis in the reverse acquisition (i.e., as an adjustment at par value to ordinary shares and additional paid-in capital), and will be included in the calculations of earnings per share from that date.

In order to ensure that the Business Combination is approved by the shareholders, Spring Creek, AutoChina and their respective affiliates may enter into transactions to purchase or facilitate the purchase of ordinary shares of Spring Creek from shareholders who have indicated their intention to vote against the Business Combination and seek redemption of their shares for cash. Such transactions may be entered into prior to the meeting of shareholders to approve the Business Combination, but would not be completed until the Business Combination was consummated. Such purchases could result in all or substantially all of Spring Creek’s trust fund being expended to pay for such stock repurchases post-transaction, which could result in AutoChina not receiving any working capital from the trust account to fund its post-transaction business operations. Such purchases could also result in the issuance of additional ordinary shares or warrants of Spring Creek as an inducement for third parties to purchase such shares. The lack of trust funds to fund AutoChina’s business operations could have a material adverse effect on its operations and business prospects. No such transactions have occurred or been entered into as of the date of this proxy statement. If any of the funds held in Spring Creek’s trust account are used to purchase ordinary shares of Spring Creek from holders who would have otherwise voted against the Business Combination, holders of Spring Creek’s public stock who purchased such shares in Spring Creek’s initial public offering may have grounds to seek rescission of the purchase of the units the holder acquired in the initial public offering. In such event, Spring Creek would be required to reclassify those shares subject to rescission rights outside of stockholders’ equity. Due to the uncertainty associated with the potential transactions described above, the financial information presented below does not give effect to such matters.

111

The Business Combination will be accounted for as a reverse acquisition since, immediately following completion of the transaction, the shareholders of AutoChina immediately prior to the Business Combination will have effective control of Spring Creek through (1) their approximately 57.1% shareholder interest in the combined entity, assuming no share redemptions (67.9% in the event of maximum share redemptions), (2) significant representation on the Board of Directors (initially two out of five members), with three other board members being independent of both Spring Creek and AutoChina, and (3) being named to all of the senior executive positions. For accounting purposes, AutoChina will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of AutoChina, i.e., a capital transaction involving the issuance of stock by Spring Creek for the stock of AutoChina. Accordingly, the combined assets, liabilities and results of operations of AutoChina will become the historical financial statements of Spring Creek at the closing of the transaction, and Spring Creeks assets (primarily cash and cash equivalents), liabilities and results of operations will be consolidated with AutoChina beginning on the acquisition date. No step-up in basis or intangible assets or goodwill will be recorded in this transaction. As this transaction is being accounted for as a reverse acquisition, all direct costs of the transaction will be charged to additional paid-in capital.

112

SPRING CREEK ACQUISITION CORP. AND AUTOCHINA GROUP INC. AND RELATED ENTITIES

Unaudited Pro Forma Condensed Combined Statement of Operations

Year Ended Ended December 31, 2007

(In thousands of U.S. Dollars, except share and per share amounts)

													Pro Forma					Pro Forma
				AutoChina									Combined					Combined
	Spring			Group, Inc.									Companies			Additional Pro Forma		Companies
	Creek			and			Pro Forma						(With No			Adjustments for Redemption of		(With Maximum
	Acquisition			Related			Adjustments and Eliminations						Stock			2,069,999 Shares of Common Stock		Stock
	Corp.			Entities			Debit			Credit			Redemption)			Debit	Credit	Redemption)

Net sales	$	-		$	294,665								$	294,665				$	294,665

Cost of sales		-			277,181									277,181					277,181

Gross profit		-			17,484									17,484					17,484

Operating expenses
Selling and marketing		-			3,304									3,304					3,304
General and administrative		23			6,042			1,452	(2)					7,727					7,727
								210	(3)
Other operating income, net		-			(355	)								(355	)				(355	)
Total operating expenses		23			8,991									10,676					10,676

Income (loss) from operations		(23	)		8,493									6,808					6,808

Other income (expense)
Interest income		-			288			-	(1)					288					288
Interest expense		-			(2,111	)								(2,111	)				(2,111	)
Equity in earnings (loss) of unconsolidated subsidiaries		-			139									139					139
Minority interests		-			(1,260	)								(1,260	)				(1,260	)

Income (loss) before income taxes		(23	)		5,549									3,864					3,864

Income taxes		-			983						294	(4)		689					689

Income (loss) from continuing operations		(23	)		4,566									3,175					3,175

Income from discontinued operations		-			209									209					209

Net income (loss)	$	(23	)	$	4,775								$	3,384				$	3,384

Net income per common share -
Basic													$	0.22				$	0.27
Diluted													$	0.20				$	0.23

Weighted average number of common shares outstanding (Note B) -
Basic														15,075,000					12,681,551
Diluted														17,067,570					14,674,121

Pro Forma Adjustments and Eliminations (In thousands of U.S. Dollars, except for share and per share data, unless otherwise noted):

(1)

To eliminate interest income earned on funds held in trust and related income tax expense, as Spring Creek expects to use all funds from the trust account for the transaction.

(2)

To provide for estimated incremental expenses of the parent public company based upon contracts, engagement letters, actual invoices and/or currently updated fee estimates as follows:

Public company legal fees	$	250
Sarbanes-Oxley implementation, documentation and testing		200
Financial audit /review fees		220
Directors fees and expenses		250
Directors and officers liability insurance		100
Listing fees		27
Printing		30
Public and investor relations		150
Transfer agent fees		120
Travel		100
Other		5
Total estimated annual incremental public company expenses	$	1,452

(3)

To provide for the estimated incremental cost of post-merger compensation agreements of $210 per annum.

(4)

To provide for the income tax benefit resulting from incremental post-merger compensation and public company costs, at the company's effective income tax rate for the period presented.

Pro Forma Notes (In thousands of U.S. Dollars, except for share and per share data, unless otherwise noted):

(A)

Pro forma entries are recorded to the extent they are a direct result of the business combination, are factually supportable, and are expected to have a continuing impact on the combined results.

(B)

As the transaction is being accounted for as a reverse acquisition, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares issued in conjunction with the business combination have been outstanding for the entire period. If the maximum numbers of shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period. Basic and diluted weighted average number of common shares outstanding is calculated as follows:

	Pro forma			Shares			Shares
	Balance Sheet			With No			With Maximum
	Entry			Stock			Stock
	No.			Redemption			Redemption
Actual number of common shares outstanding					6,468,750			6,468,750
Pro forma shares to be issued:
Surrender and cancellation of founders shares		(19	)					(323,450	)
Shares issued to selling shareholders in share exchange transaction		(5	)		8,606,250			8,606,250
Shares redeemed by public shareholders		(16	)		-			(2,069,999	)
Pro forma weighted average number of common shares outstanding - Basic					15,075,000			12,681,551
Common stock equivalents:
Shares issuable from actual "in the money" warrants outstanding:
From Public Offering warrants					5,175,000			5,175,000
From Private Placement warrants					1,430,000			1,430,000
Less number of shares available "on the market" pursuant to the treasury stock method					(4,612,430	)		(4,612,430	)
Number of "new" shares to be issued pursuant to the treasury stock method					1,992,570			1,992,570
Pro forma weighted average number of common shares outstanding - Diluted					17,067,570			14,674,121

(C)

The current market prices of Spring Creek common stock and common stock purchase warrants utilized in above calculations were as follows as of January 25, 2009:

Market price per share of common stock (OTC SCRQF)		$	6.95
Market price per common stock warrant (OTC CRWF)		$	0.15

113

SPRING CREEK ACQUISITION CORP. AND AUTOCHINA GROUP INC. AND RELATED ENTITIES

Unaudited Pro Forma Condensed Combined Statement of Operations

Nine Months Ended September 30, 2008

(In thousands of U.S. Dollars, except share and per share amounts)

													Pro Forma					Pro Forma
				AutoChina									Combined					Combined
	Spring			Group, Inc.									Companies			Additional Pro Forma		Companies
	Creek			and			Pro Forma						(With No			Adjustments for Redemption of		(With Maximum
	Acquisition			Related			Adjustments and Eliminations						Stock			2,069,999 Shares of Common Stock		Stock
	Corp.			Entities			Debit			Credit			Redemption)			Debit	Credit	Redemption)

Net sales	$	-		$	330,805								$	330,805				$	330,805

Cost of sales		-			311,880									311,880					311,880

Gross profit		-			18,925									18,925					18,925

Operating expenses
Selling and marketing		-			4,541									4,541					4,541
General and administrative		167			4,808			1,089	(2)					6,222					6,222
								158	(3)
Other operating income, net		-			(467	)								(467	)				(467	)
Total operating expenses		167			8,882									10,296					10,296

Income (loss) from operations		(167	)		10,043									8,630					8,630

Other income (expense)
Interest income		549			1,851			549	(1)					1,851					1,851
Interest expense		-			(2,366	)								(2,366	)				(2,366	)
Equity in earnings (loss) of unconsolidated subsidiaries		-			(50	)								(50	)				(50	)
Minority interests		-			(930	)								(930	)				(930	)

Income before income taxes		382			8,548									7,135					7,135

Income taxes		102			2,285						102	(1)		1,952					1,952
											333	(4)

Income from continuing operations		280			6,263									5,183					5,183

Income from discontinued operations		-			(153	)								(153	)				(153	)

Income before allocation of trust account interest		280			6,110									5,030					5,030

Allocation of trust account interest relating to ordinary shares subject to possible redemption		(31	)		-						31	(1)		-					-

Net income available to ordinary stockholders	$	249		$	6,110								$	5,030				$	5,030

Net income per common share -
Basic													$	0.33				$	0.40
Diluted													$	0.29				$	0.34

Weighted average number of common shares outstanding (Note B) -
Basic														15,075,000					12,681,551
Diluted														17,067,570					14,674,121

Pro Forma Adjustments and Eliminations (In thousands of U.S. Dollars, except for share and per share data, unless otherwise noted):

(1)

To eliminate interest income earned on funds held in trust, the allocation of a portion of that interest to the ordinary shares subject to possible redemption, and the related income tax effect, as Spring Creek expects to use all funds from the trust account for the transaction.

(2)

To provide for estimated incremental expenses of the parent public company based upon contracts, engagement letters, actual invoices and/or currently updated fee estimates as follows:

Public company legal fees	$	250
Sarbanes-Oxley implementation, documentation and testing		200
Financial audit /review fees		220
Directors fees and expenses		250
Directors and officers liability insurance		100
Listing fees		27
Printing		30
Public and investor relations		150
Transfer agent fees		120
Travel		100
Other		5
Total estimated annual incremental public company expenses	$	1,452
Total estimated annual incremental public company expenses for the nine month period ended September 30, 2008.	$	1,089

(3)

To provide for the estimated incremental cost of post-merger compensation agreements for the nine month period ended September 30, 2008, based upon $210 per annum.

(4)

To provide for the income tax benefit resulting from incremental post-merger compensation and public company costs, at the company's effective income tax rate for the period presented.

Pro Forma Notes (In thousands of U.S. Dollars, except for share and per share data, unless otherwise noted):

(A)

Pro forma entries are recorded to the extent they are a direct result of the business combination, are factually supportable, and are expected to have a continuing impact on the combined results.

(B)

	Pro forma			Shares			Shares
	Balance Sheet			With No			With Maximum
	Entry			Stock			Stock
	No.			Redemption			Redemption
Actual number of common shares outstanding					6,468,750			6,468,750
Pro forma shares to be issued:
Surrender and cancellation of founders shares		(19	)					(323,450	)
Shares issued to selling shareholders in share exchange transaction		(5	)		8,606,250			8,606,250
Shares redeemed by public shareholders		(16	)		-			(2,069,999	)
Pro forma weighted average number of common shares outstanding - Basic					15,075,000			12,681,551
Common stock equivalents:
Shares issuable from actual "in the money" warrants outstanding:
From Public Offering warrants					5,175,000			5,175,000
From Private Placement warrants					1,430,000			1,430,000
Less number of shares available "on the market" pursuant to the treasury stock method					(4,612,430	)		(4,612,430	)
Number of "new" shares to be issued pursuant to the treasury stock method					1,992,570			1,992,570
Pro forma weighted average number of common shares outstanding - Diluted					17,067,570			14,674,121

(C)

The current market prices of Spring Creek common stock and common stock purchase warrants utilized in above calculations were as follows as of January 25, 2009:

Market price per share of common stock (OTC SCRQF)		$	6.95
Market price per common stock warrant (OTC CRWF)		$	0.15

114

SPRING CREEK ACQUISITION CORP. AND AUTOCHINA GROUP INC. AND RELATED ENTITIES

Unaudited Pro Forma Condensed Combined Balance Sheet

September 30, 2008

(In thousands of U.S. Dollars, except share and per share amounts)

											Pro Forma								Pro Forma
			AutoChina								Combined								Combined
	Spring		Group, Inc.								Companies		Additional Pro Forma						Companies
	Creek		and		Pro Forma						(With No		Adjustments for Redemption of						(With Maximum
	Acquisition		Related		Adjustments and Eliminations						Stock		2,069,999 Shares of Common Stock						Stock
	Corp.		Entities		Debit			Credit			Redemption)		Debit			Credit			Redemption)

Assets
Current assets:
Cash	$	125	$	17,661		40,871	(1)		1,449	(2)	$	55,153		580	(10)		16,850	(9)	$	38,852
																	31	(11)

									2,055	(8)
Restricted cash		-		39,988								39,988								39,988
Funds held in trust		40,871		-					40,871	(1)		-								-
Accounts receivable		-		2,559								2,559								2,559
Inventories		-		45,971								45,971								45,971
Deposits for inventories		-		18,689								18,689								18,689
Prepaid expenses and other current assets		86		6,756								6,842								6,842
Due from affiliated companies		-		413								413								413
Current maturities of notes receivable		-		16,322								16,322								16,322
Deferred income taxes		-		943								943								943
Total current assets		41,082		149,302								186,880								170,579
Investment in unconsolidated subsidiaries		-		230								230								230
Property, equipment and improvement, net		-		25,878								25,878								25,878
Deferred acquisition costs		50		-		2,055	(6)		2,105	(7)		-								-
Notes receivable, net of current maturities		-		11,593								11,593								11,593
Goodwill		-		939								939								939
Total assets	$	41,132	$	187,942							$	225,520							$	209,219

Liabilities
Current liabilities:
Floor plan notes payable-manufacturer affiliated	$	-	$	16,873							$	16,873							$	16,873
Notes payable		-		5,091								5,091								5,091
Trade notes payable		-		60,683								60,683								60,683
Accounts payable and accrued liabilities		8		7,721								7,729								7,729
Accrued acquisition costs		-		-		2,055	(8)		2,055	(6)		-								-
Due to affiliated companies		-		21,049								21,049								21,049
Customer deposits		-		5,311								5,311								5,311
Income taxes payable		102		1,587								1,689								1,689
Deferred underwriting fees		1,449		-		1,449	(2)					-								-
Deferred interest on funds held in trust		31		-		31	(4)					-								-
Current portion of deferred income		-		2,774								2,774								2,774
Total current liabilities		1,590		121,089								121,199								121,199
Deferred income, net of current portion		-		959								959								959
Deferred income tax liabilities		-		689								689								689
Total liabilities		1,590		122,737								122,847								122,847

Ordinary shares, subject to possible redemption		16,270		-		16,270	(4)					-								-

Minority interests		-		6,587								6,587								6,587

Stockholders' equity
Preferred shares, $0.001 par value		-		-								-								-
Ordinary shares, $0.001 par value		7		-					9	(5)		16		2	(9)					13
														0	(12)
Additional paid-in capital		23,040		35,921		9	(5)		16,270	(4)		73,342		16,268	(9)		580	(10)		57,075
									225	(3)				580	(9)		0	(12)
						2,105	(7)

Statutory reserves		-		62								62								62
Retained earnings		225		16,537		225	(3)		31	(4)		16,568		31	(11)					16,537

Accumulated other comprehensive income		-		6,098								6,098								6,098
Total stockholders' equity		23,272		58,618								96,086								79,785
Total liabilities and stockholders' equity	$	41,132	$	187,942							$	225,520							$	209,219

Pro Forma Adjustments and Eliminations (In thousands of U.S. Dollars, except for share and per share data, unless otherwise noted):

(1)

To liquidate investments held in trust.

(2)

To pay deferred underwriters' compensation charged to capital at time of initial public offering but contingently payable until the consumation of a business combination of $1,449.

(3)

To eliminate historical retained earnings of accounting acquiree.

(4)

To eliminate ordinary shares subject to redemption and related deferred interest on the assumption that all shareholders approve of the proposed business combination.

(5)

To record issuance of Net Upfront Consideration Shares and Holdback Consideration Shares to the selling shareholders in the business combination, calculated as follows:.

Purchase Price	$	68,850
Divided by Net Upfront Consideration Average Price	$	8.00
Total Net Upfront Consideration Shares and Holdback Consideration Shares (See Notes B and C, below)		8,606,250

(6)

To accrue balance of estimated direct costs for the preparation and negotiation of the business combination based upon engagement letters, actual invoices and/or currently updated fee estimates as follows:

Investment banking fees	$	200
Financial advisor fees		60
Legal fees		925
Fairness opinion fees		75
Accounting fees		670
Registration and listing costs		75
Printing costs		50
Roadshow and travel		50
Total estmated costs		2,105
Less costs incurred to-date		(50	)
Balance to accrue	$	2,055

Total estimated costs do not include contingent underwriters fees of approximatety $1,449 that are payable upon consumation of the business combination as these costs were incurred in connection with Spring Creek's IPO and have already been provided for on Spring Creek's books.

(7)

To record charge-off of costs related to the business combination.

(8)

To record payment of costs related to the business combination.

(9)

To record redemption of 2,069,999 shares (one share less than 40%) of Spring Creek ordinary shares issued in Spring Creek's IPO, at September 30, 2008 redemption value of $7.88 per share, of which $0.28per share represents a portion of the underwriter's contingent fee which the underwriter's have agreed to forego for each share redeemed and which is included in amounts due to underwriter and has already been charged to additional paid-in capital, plus a portion of the interest earned on the trusts. The number of shares assumed redeemed, 2,069,999, is based on one share less than 40% of the initial public offering shares outstanding prior to the business combination and represents the maximum number of shares that may be redeemed without precluding the consummation of the business combination.

(10)

To reverse portion of deferred underwriters' fee forfeited to redeeming shareholders ($0.28 per share times 2,069,999 shares).

(11)

To record the payment to redeeming shareholders of interest earned on the trust account attributed to the redeeming shareholders.

(12)

To record forfeiture and cancellation of 323,450 shares held by Spring Creek's founding stockholders if more than 20% of the public stockholders exercise their redemption rights.

Pro Forma Notes (In thousands of U.S. Dollars, except for share and per share data, unless otherwise noted):

(A)

Pro forma entries are recorded to the extent they are a direct result of the business combination, are factually supportable, and are expected to have a continuing impact on the combined results.

(B)

Concurrent with the closing, 10% of the shares to be issued at that time (see adjustment (5) above), defined as Holdback Consideration Shares, shall be delivered into an escrow account and be subject to release to the selling shareholders in two equal installments upon the attainment of certain income thesholds in 2008 and 2009. See "Proposal to Acquire AutoChina Acquisition of AutoChina; Acquisition Consideration," elsewhere in this proxy statement/prospectus.

(C)

The selling shareholders will be eligible to earn additional shares, based upon the achievement of certain income targets for the years 2008 through 2013. See "Proposal to Acquire AutoChina Acquisition of AutoChina; Acquisition Consideration," elsewhere in this proxy statement/prospectus. Upon issuance, the shares will be recorded as an adjustment to the accounting acquiree's basis in the reverse acquisition, and will be included in the calculations of earnings per share from such date.

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CAPITALIZATION OF SPRING CREEK ACQUISITION CORP.

The following table sets forth the capitalization of Spring Creek Acquisition Corp. as of September 30, 2008:

on an actual basis;

on an as adjusted basis giving effect to the business combination.

on an as further adjusted basis giving effect to the business combination and the redemption of 2,069,999 ordinary shares subject to possible redemption.

There have been no significant adjustments to Spring Creek's capitalization since September 30, 2008, as so adjusted. You should read this capitalization table together with "Management's Discussion and Analysis of Financial Condition and Results of Operations", the financial statements and related notes, and the unaudited pro forma condensed combined financial statements and related notes, all appearing elsewhere in this joint merger proxy.

	As of September 30, 2008
	(in thousands)
					As Further
	Actual		As Adjusted		Adjusted

Debt	$	-	$	-	$	-

Common stock subject to possible redemption		16,270		-		-

Minority interests		-		6,587		6,587

Stockholders' equity:
Preferred shares, $0.001 par value; 1,000,000 shares authorized, none issued		-		-		-
Ordinary shares, $0.001 par value, authorized - 50,000,000 shares; issued and outstanding - 6,468,750 shares, inclusive of shares subject to possible redemption actual, 15,075,000 shares, as adjusted, and 12,681,551 shares, as further adjusted		7		16		13
Additional paid-in capital		23,040		73,342		57,075
Statutory reserves		-		62		62
Retained earnings		225		16,568		16,537
Accumulated other comprehensive income		-		6,098		6,098
Total stockholders' equity		23,272		96,086		79,785

Total capitalization	$	39,542	$	102,673	$	86,372

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SPRING CREEK ACQUISITION CORP. AND AUTOCHINA GROUP INC. AND RELATED ENTITIES

Unaudited Pro Forma Sensitivity Analysis

The following table sets forth certain pro forma financial information assuming consummation of the business combination, as of September 30, 2008, at redemption levels of no redemption, 10% redemption, 20% redemption, 30% redemption, and one share less than 40% redemption (the maximum redemption amount under which the business combination can be completed).

This unaudited pro forma sensitivity analysis should be read in conjunction with the unaudited proforma condensed combined balance sheet located elsewhere in this document.

	Pro Forma		Pro Forma		Pro Forma		Pro Forma		Pro Forma
	Combined		Combined		Combined		Combined		Combined
	Companies		Companies		Companies		Companies		Companies
	(With no		(With 10%		(With 20%		(With 30%		(With Maximum
	Redemption)		Redemption)		Redemption)		Redemption)		Redemption)

Number of shares redeemed		-		517,500		1,035,000		1,552,500		2,069,999

Assets

Current assets:
Cash	$	55,153	$	51,078	$	47,002	$	42,927	$	38,852

Other current assets		131,727		131,727		131,727		131,727		131,727
Total current assets		186,880		182,805		178,729		174,654		170,579

Noncurrent assets		38,640		38,640		38,640		38,640		38,640

Total assets	$	225,520	$	221,445	$	217,369	$	213,294	$	209,219

Liabilities
Current liabilities	$	121,199	$	121,199	$	121,199	$	121,199	$	121,199
Noncurrent liabilities		1,648		1,648		1,648		1,648		1,648
Total liabilities		122,847		122,847		122,847		122,847		122,847

Ordinary shares subject to possible redemption		-		-		-		-		-

Minority interests		6,587		6,587		6,587		6,587		6,587

Stockholders' equity		96,086		92,011		87,935		83,860		79,785


Total liabilities and stockholders' equity	$	225,520	$	221,445	$	217,369	$	213,294	$	209,219

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DIRECTORS AND MANAGEMENT

Directors, Management and Key Employees Following the Acquisition

Upon consummation of the acquisition, Spring Creek and AutoChina intend the Board of Directors, executive officers and key employees of Spring Creek to be as follows:

Name	Age	Position
Yong Hui Li	47	Chairman and Chief Executive Officer
Chen Lei	43	Senior Vice President
Johnson Lau	35	Chief Financial Officer
Wei Xing	48	Chief Operating Officer
Hui Kai Yan	44	Director and Secretary
James Cheng-Jee Sha	57	Director
Diana Chia-Huei Liu	43	Director
Thomas Luen-Hung Lau	55	Director

Yong Hui Li is the founder, Chairman and Chief Executive Officer of AutoChina and Kaiyuan Real Estate Development Co., Ltd. which was previously the second largest shareholder of Shijiazhuang International Building, a construction company traded on the Shenzhen Stock Exchange under the ticker symbol CN: 000600. From February 2001 to May 2006, Mr. Li helped oversee Kaiyuan Real Estate Development Co., Ltds development of the largest steel-framed construction in Hebei Province, consisting of residential complexes, office towers and an upscale shopping mall, which covered over one million square feet. In 1994, Mr. Li founded Shijiazhuang Hi-tech Zone Kaiyuan Auto Trade Co., which was a pioneer in the commercial vehicle leasing business in Hebei Province. He graduated from Tianjin University in June 1985 with a bachelor degree in Optical Physics.

Chen Lei has served as a Senior Vice President in charge of the finance department and investor relations services for AutoChina since September 2008. From January 1996 to September 2008, Mr. Lei served as a Senior Vice President in charge of the finance department and investor relations services for Hebei Kaiyuan Auto Trading Co., Ltd., a company affiliated with Yong Hui Li. Mr. Lei received a Bachelor of Economics degree from Hebei Finance and Economics University, China.

Wei Xing has served as Chief Operating Officer of AutoChina since September 2008. From January 1996 to September 2008, Mr. Xing served as Chief Operating Officer for Hebei Kaiyuan Real Estate Development Co., Ltd., a company affiliated with Yong Hui Li. Mr. Xing received a Bachelor of Engineering degree from Hebei Building Engineering University and a Bachelor of Economics degree from Hebei University.

Johnson Shun-Pong Lau has served as the Chief Financial Officer of AutoChina Group, Inc. since October 2008. From March 2006 to October 2008 he was the Chief Financial Officer of Haike Chemical Group Ltd., a petrochemical and specialty chemical company. Mr. Lau served as the Chief Operating Officer of Kiwa Bio-Tech Products Group Corp., a company quoted on the OTC Bulletin Board (KWBT) which engaged in bio-technological products for agriculture products, from January 2005 to March 2006. Mr. Lau serves on the Board of Directors of Haike Chemical Group Ltd., which is a company public in the United Kingdom (AIM: HAIK). From May 1997 to August 2004, Mr. Lau worked for Deloitte Touche Tohmatsu in Hong Kong and Beijing. Mr. Lau received a Bachelor of Commerce degree from Monash University.

Hui Kai Yan has been Senior Vice-President of AutoChina and Kaiyuan Real Estate Development Corp. since August 1997. He is responsible for Finance, Administration and Human Resources at each company. Prior to joining Kaiyuan, from April 1994 to July 1997, Mr. Yan was a member of the Economic and Trade Commission of Hebei provincial government and was responsible for guiding state-owned enterprises through restructuring process and modernization. From March 1989 to April 1994, he was at the Economic Commission of Shijiazhuang city government (Shijiazhuang is the capital of Hebei province). Mr. Yan is certified as a Senior Economist by Hebei provincial government. He graduated from Hebei University of Technology in June 1985 with a bachelor degree in Management Science.

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James Cheng-Jee Sha has served as Chairman of Spring Creeks Board of Directors and Chief Executive Officer since its inception. Mr. Sha founded and has been a partner of Spring Creek Investments since December 1999. Spring Creek Investments is a private investment firm specializing in principal investments and business consultations with internet and infrastructure companies. Mr. Sha also has served as the Chief Executive Officer of Optoplex Corporation, a communication networks company, since December 2002. From September 2005 to February 2007, Mr. Sha served as Chief Executive Officer of AppStream, a software application virtualization company. From February 1999 to September 1999, Mr. Sha served as the Chief Executive Officer for Sina.com (NASDAQ: SINA), a global Chinese on-line media company and value added information service provider. From July 1996 to August 1998, Mr. Sha served as the Chief Executive Officer of Actra Business Systems, a joint venture between Netscape Communications Corporation and GE Information Services (GEIS), providing next-generation internet commerce application solutions for both business-to-consumer and business-to-business commerce markets. From August 1994 to August 1998, Mr. Sha served as Senior Vice President and General Manager of Netscape Communications Corporation, a computer services company until its merger with AOL. From May 1990 to August 1994, Mr. Sha was a Vice President at Oracle Corporation (NASDAQ:ORCL), a database management and development systems software company. From June 1986 to May 1990, Mr. Sha was a Vice President at Wyse Technology, Inc., a hardware, software and services computing company. Mr. Sha currently serves as a member of the Board of Directors of Tom.com (HK: 8282), a wireless internet company in the PRC providing value-added multimedia products and services. Mr. Sha also serves as a trustee of the University of California at Berkeley Foundation and is a Board member of the Berkeley Chinese Alumni International Association. Mr. Sha graduated from National Taiwan University with a BS in Electrical Engineering, the University of California at Berkeley with an MS in EECS and from Santa Clara University with an MBA.

Diana Chia-Huei Liu has served as Spring Creeks President since Spring Creeks inception. Ms. Liu has served as the President and Managing Director of Cansbridge Capital, a private investment firm specializing in early stage investments along the west coast of North America (namely U.S. and Canada) and Asia, since August 1998. Prior to Cansbridge, Ms. Liu served as the Executive Vice-President at Polaris Securities Group (TW: 6011), an investment firm in Taiwan, where she founded and managed its North American operations from April 1994 to August 1998. From August 1991 to April 1994, Ms. Liu was an account portfolio manager in global private banking at the Royal Bank of Canada (NYSE:RY), a full-service banking firm. From October 1988 to August 1991, Ms. Liu served as the regional sales manager for the province of British Columbia, Canada, at CIBC Securities, a subsidiary of CIBC (NYSE:CM), a full-service banking firm, where she founded and managed the mutual funds promotion division. Ms. Liu has served since June 2006 as a member of the Executive Committee and the Chair of the Investment Committee at the Asia Pacific Foundation, a Canadian federal government created think tank and policy advisory board where she works closely with the co-CEOs on operational issues and investment of its endowment funds. In addition, she also currently serves as a director of the Vancouver Goh Ballet Society and BaySpec, Inc., a supplier of optical components. Ms. Liu graduated with a BA in economics from the University of British Columbia in Canada. Ms. Liu is the spouse of Mr. William Yu, Spring Creeks Chief Financial Officer.

Thomas Luen-Hung Lau has been nominated to become a member of Spring Creeks Board of Directors. He is the Managing Director of Lifestyle International Holdings Ltd., a Hong Kong-listed holding company (HK: 1212) involved in retailing, which acquired Hong Kongs SOGO department stores in 2004 and expanded the business into Shanghai, Dalian, Suzhou and other cities. The principal activity of Lifestyle is the operation of lifestyle department stores and property holding. Lifestyle International has a market capitalization over HK$9.46 billion. From 1985 to December 2006, Mr. Lau was the Chairman of Chinese Estates Holdings Limited (HK: 127), a real estate investment company with a market capitalization of over HK$19 billion, where he was responsible for, among other things, hotel and real estate investments in Hong Kong, Macau and major cities in the PRC, including Beijing and Shanghai, as well as overseeing Chinese Estates Holdings Limiteds acquisitions of Paul Y. Construction Company Limited, Chi Cheung Investment Company Limited (HK: 112) and G-Prop (Holdings) Limited (HK: 286). Up to 2001, Mr. Lau was the Chairman of Evergo Holdings Company Limited, a Hong Kong-listed company (HK: 631)) in the home appliance manufacturing business. Mr. Lau was a founding member of Gemstar-TV Guide International, Inc., a U.S. media communications and home entertainment company, in 1989, which was listed on Nasdaq and acquired by Macrovision System Maintenance in 2007. Mr. Lau obtained a BA from the University of Toronto and a MBA from the University of Windsor.

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Upon consummation of the acquisition, none of the combined companys officers and directors will be related.

AutoChina management will remain in place following the transaction and continue to run day to day operations of the combined company.

Board Committees

Spring Creek does not have an audit committee, nominating committee or compensation committee and therefore the entire Board of Directors performs those functions for Spring Creek. The Board of Directors has not determined whether anyone on the Board of Directors is an audit committee financial expert, as such term is defined by SEC rules. Since the Board of Directors does not have a separately designated Audit Committee and Spring Creek will not have any operating activities until such time as Spring Creek enters into a business combination, Spring Creek has not made the determination of whether anyone is an audit committee financial expert.

Director Independence

Spring Creeks Board of Directors has not determined if any of its directors qualifies as independent, although Spring Creeks management believes that Messrs. Sha and Lau and Ms. Liu would qualify as independent directors under the rules of the Nasdaq Stock Market following the acquisition because they do not currently own a large percentage of AutoChina's capital stock, are not currently employed by AutoChina, have not been actively involved in the management of AutoChina and do not fall into any of the enumerated categories of people who cannot be considered independent in the Nasdaq Share Market Rules. Spring Creeks Board of Directors will make a determination about independence after the acquisition is consummated. Spring Creek does not have an audit committee, nominating committee or compensation committee and therefore the entire Board of Directors performs those functions for Spring Creek.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, no officer and employee of Spring Creek, and no former officer of Spring Creek, during the last completed fiscal year, participated in deliberations of Spring Creeks Board of Directors concerning executive officer compensation.

Independent Auditor

Principal Accountant Fees and Services

During the fiscal year ended December 31, 2007, Spring Creeks principal independent registered public accounting firm was UHY LLP. The firm of UHY LLP acted as Spring Creeks principal independent registered public accounting firm from Spring Creeks inception through September 19, 2008. On September 19, 2008, Spring Creek terminated UHY LLP and appointed Grobstein, Horwath & Co. as its principal independent registered public accounting firm.

Through and as of February 20, 2009, UHY LLP had a continuing relationship with UHY Advisors, Inc. from which it leased auditing staff who were full-time, permanent employees of UHY Advisors, Inc. and through which UHY LLPs partners provide non-audit services. UHY LLP has only a few full-time employees. Therefore, few, if any, of the audit services performed were provided by permanent, full-time employees of UHY LLP. UHY LLP manages and supervises the audit services and audit stall and is exclusively responsible for the opinion rendered in connection wit this examination.

On December 8, 2008, Crowe Horwath LLP acquired certain assets of Grobstein, Horwath & Co. and many of the partenrs of Grobstein, Horwath & Co. became partners of Crowe Horwath LLP. On January 12, 2009, Spring Creek engaged Crowe Horwath LLP as its principal independent registered accounting firm and Crowe Horwath LLP will be conducting the audit of Spring Creeks fiscal year ended December 31, 2008. Spring Creek did not incur any fees with Crowe Horwath LLP for the year ended December 31, 2008.

The services of Spring Creeks principal accountant were provided in the following categories and amount:

Audit Fees

The aggregate fees billed by UHY LLP for professional services rendered for the audit of Spring Creek's balance sheet at March 13, 2008 included in Spring Creeks Current Report on Form 8-K, for the audit of Spring Creeks annual financial statements for the fiscal year ended December 31, 2007 and for services performed in connection with Spring Creeks registration statement on Form S-1 initially filed in 2007, were $100,195.

The aggregate fees billed by UHY LLP for services rendered in connection with Spring Creeks quarterly reports for the first and second quarters of 2008 were $20,850.

The aggregate fees billed by Grobstein, Horwath & Co. for services rendered in connection with Spring Creeks quarterly report for the third quarter of 2008 were $12,000. Spring Creek anticipates that Crowe Horwath LLP will charge approximately $35,000 in connection with its audit for the fiscal year ended December 31, 2008, which audit is in progress but not yet complete.

Audit Related Fees

Other than the fees described under the caption "Audit Fees" above, UHY LLP did not bill any fees for services rendered to us during fiscal year 2007 or 2008 for assurance and related services in connection with the audit or review of our financial statements.

Other than the fees described under the caption "Audit Fees" above, Grobstein, Horwath & Co. did not bill any fees for services rendered to us during fiscal year 2008 for assurance and related services in connection with the audit or review of our financial statements.

Tax Fees

The aggregate fees billed by UHY LLP for professional services rendered for tax compliance, tax advice and tax planning for Spring Creeks balance sheet at March 13, 2008 included in our Current Report on Form 8-K filled with the SEC on March 19, 2008, were $850. No other fees were billed by UHY LLP for these services.

Grobstein, Horwath & Co. did not bill any fees for services rendered for tax compliance, tax advice and tax planning during fiscal year 2008.

All Other Fees

There were no fees billed by UHY LLP for other professional services rendered during the fiscal years ended December 31, 2007 or 2008.

There were no fees billed by Grobstein, Horwath & Co. for other professional services rendered during the fiscal year ended December 31, 2008.

Pre-Approval Of Services

Spring Creek does not have an Audit Committee. The Board of Directors does not have any pre-approval policies in place.

Code of Ethics

Spring Creek does not have a formal code of ethics. Upon consummation of a business combination, Spring Creek intends to adopt a code of ethics that applies to Spring Creeks principal executive officers, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Director Compensation

Spring Creek will compensate its Board of Directors based on policies put into place after the acquisition, but which are expected to include a per diem for each board meeting attended, an annual fee, reimbursement of expenses incurred in attending meetings and equity awards. The amounts of compensation, numbers of shares subject to awards and other terms of director compensation have not been finally determined.

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Spring Creeks current directors do not currently receive any compensation for their services.

AutoChina Executive Compensation

The following table shows information concerning the annual compensation for services provided to AutoChina by its Chief Executive Officer, the Chief Financial Officer. No person made more than $100,000 in 2008.

Name and Principal Position	Year	Salary ($)		Bonus ($)		All other Compensation ($)		Total Compensation ($)
Yong Hui Li, Chief Executive Officer	2008		1		0		0		1
	2007		1		0		0		1
	2006		1		0		0		1
Johnson Lau, Chief Financial Officer (1)	2008		15,250		0	0			15,250

______________________

(1) Mr. Lau joined AutoChina on October 16, 2008. Prior to that time, AutoChina did not have a Chief Financial Officer.

Employment Agreements

AutoChina does not currently have employment agreements with any of its officers and directors.

Post-Acquisition Employment Agreements

The following discussion summarizes the material terms of employment agreements to be entered into between AutoChina and its executive officers upon consummation of the acquisition:

The term of the employment agreements will be for 3 years from the date of the consummation of the acquisition, unless earlier terminated as described below;

Each executive will receive a base salary to be established by the Board of Directors, and it is currently anticipated that no executive officers will be entitled to a bonus, unless otherwise approved by the Board of Directors;

The employment agreements may be terminated by the company (i) upon termination of the executive for cause, which is defined as (A) the failure of the executive to properly carry out his duties after notice by the company of the failure to do so and a reasonable opportunity for the executive to correct the same within a reasonable period specified by the company; (B) any breach by the executive of one or more provisions of any written agreement with, or written policies of, the company or his fiduciary duties to the company likely to cause material harm to the company and its affiliates, at the company's reasonable discretion, or (C) any theft, fraud, dishonesty or serious misconduct by the executive involving his duties or the property, business, reputation or affairs of the company and its affiliates, (ii) due to the executives death, (iii) in the event the executive becomes eligible for the companys long-term disability benefits or if the executive is unable to carry out his responsibilities as a result of a physical or mental impairment for more that 90 consecutive days or for more than 120 days in any 12-month period, subject to applicable laws, and (iv) without cause upon one month written notice, in which case the executive will be entitled to 3 months base salary severance to the extent the executive is not otherwise employed during the severance period;

121

The employment agreements may be terminated by the respective executives: (i) for any reason or no reason at all upon 3 months advanced notice, or (ii) for good reason upon notice of the reason within 3 months of the event causing such reason and subject to a 20-day cure period for the company. Good reason is defined as: a material reduction in the executive's base salary, except for reductions that are comparable to reductions generally applicable to similarly situated executives of the company if (i) such reduction is effected by the company without the consent of the executive and (ii) such event occurs within 3 months after a change in control. If the agreement is terminated by the executive for good reason then 1 month base salary severance to the extent the executive is not otherwise employed during the severance period;

Each executive will be subject to the non-compete, non-solicitation provisions of the agreement for a term of one year following termination of the employment agreement;

Except for prior inventions (which is defined as all inventions, original works of authorship, developments, improvements, and trade secrets which were made by the executive prior to the executive's employment with the company), all inventions and other intellectual property created by the executive during the term of employment are the property of the company, and the executive agrees to assist the company to secure such intellectual property rights; and

The employment agreements include other customary terms and conditions, and are governed by the laws of Hong Kong.

Spring Creek Executive Officers and Shareholders.

No compensation of any kind, including finders and consulting fees, has been or will be paid to any Spring Creek shareholder who acquired ordinary shares prior to its initial public offering, or any of their respective affiliates, for services rendered prior to or in connection with a business combination. However, those Spring Creek shareholders have been and will continue to be reimbursed for any out-of-pocket expenses incurred in connection with activities on Spring Creeks behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses, and there will be no review of the reasonableness of the expenses by anyone other than Spring Creeks directors, or a court of competent jurisdiction if such reimbursement is challenged.

Since Spring Creek does not currently have an operating business, its officers do not receive any compensation for their service to Spring Creek; and, since it has no other employees, Spring Creek does not have any compensation policies, procedures, objectives or programs in place. Spring Creek will adopt appropriate compensation policies, procedures, objectives or programs after a business combination with a target business is consummated and Spring Creeks management team has had the opportunity to fully understand the operations of the business. However, it is anticipated that, after closing, the compensation for senior executives of Spring Creek will be comprised of four elements: a base salary, an annual performance bonus, equity and benefits.

In developing salary ranges, potential bonus payouts, equity awards and benefit plans, it is anticipated that the Compensation Committee will take into account: 1) competitive compensation among comparable companies and for similar positions in the market, 2) relevant ways to incentivize and reward senior management for improving shareholder value while building Spring Creek into a successful company, 3) individual performance, 4) how best to retain key executives, 5) the overall performance of the company and its various key component entities, 6) the companys ability to pay and 7) other factors deemed to be relevant at the time.

Spring Creek and AutoChina senior management have discussed Spring Creeks above mentioned planned process for executive compensation after the acquisition is complete and the four compensation components. Specific compensation plans for AutoChinas key executives will be negotiated and established by the Compensation Committee after closing. This will include, but may not be limited to, the four AutoChina executives who currently have employment contracts (which will be modified, if necessary, to reflect any additions to or changes in compensation).

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Spring Creek

In October 2007, Spring Creek issued 1,293,750 ordinary shares to the individuals set forth below for $25,000 in cash, at a purchase price of approximately $0.02 per share, as follows:

Shareholder	Number of Shares
James Cheng-Jee Sha		646,875
Diana Chia-Huei Liu		258,750
William Tsu-Cheng Yu		258,750
Jimmy (Jim) Yee-Ming Wu		90,563
Gary Han Ming Chang		38,812

Such shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as they were sold to sophisticated, wealthy individuals. No underwriting discounts or commissions were paid with respect to such sales.

On October 24, 2007, James Sha, Diana Liu and William Wu loaned Spring Creek an aggregate of $100,000 to cover expenses related to Spring Creeks initial public offering. The loans were repaid without interest on March 4, 2007 from a portion of the proceeds of Spring Creeks initial public offering and the private placement of the insider warrants not placed in trust.

On February 27, 2008, the Spring Creek completed a private placement of 1,430,000 warrants to its founding shareholders and received net proceeds of $1,430,000. Spring Creek refers to the warrants sold in this private placement as the insider warrants. The insider warrants are identical to the warrants underlying the units sold in the initial public offering except that if Spring Creek calls the warrants for redemption, the insider warrants may be exercised on a cashless basis so long as such warrants are held by Spring Creeks founding shareholders or their affiliates. The securities were sold in reliance on the exemption from registration contained in Section 4(2) of the Securities Act since they were sold to sophisticated, wealthy individuals. No underwriting discounts or commissions were paid with respect to such securities.

On February 27, 2008, Spring Creek sold options to purchase up to an aggregate of 450,000 units to the underwriter (and certain of its affiliates) in Spring Creeks initial public offering for an aggregate of $100. The exercise price per unit is $8.80, and each unit consists of one ordinary share and a warrant to purchase one ordinary share, exercisable at $5.00 per share. The securities were sold in reliance on the exemption from registration contained in Section 4(2) of the Securities Act since they were sold to the underwriters in Spring Creeks initial public offering. No underwriting discounts or commissions were paid with respect to such securities.

Commencing on February 27, 2008 through the acquisition of a target business, Spring Creek will pay Live ABC Interactive Co., Ltd. Beijing, an affiliate of James Sha, a fee of $7,500 per month for providing Spring Creek with office space and certain office and secretarial services. However, this arrangement is solely for Spring Creeks benefit and is not intended to provide Spring Creeks officers and directors compensation in lieu of a salary.

Spring Creek will reimburse its founding shareholders, officers, directors, special advisors or their affiliates for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on its behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by Spring Creek, which will be reviewed only by its board or a court of competent jurisdiction if such reimbursement is challenged. To the extent that such expenses exceed the available proceeds not deposited in the trust account and interest income that is released to Spring Creek from the trust account, such out-of-pocket expenses would not be reimbursed by Spring Creek unless Spring Creek consummate a business combination. These expenses would be a liability of the post-combination business and would be treated in a manner similar to any other account payable of the combined company. Spring Creeks officers and directors may, as part of any such combination, negotiate the repayment of some or all of any such expenses.

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Other than the $7,500 per-month administrative fee and reimbursable out-of-pocket expenses payable to Spring Creeks officers and directors, no compensation or fees of any kind, including finders fees, consulting fees or other similar compensation, will be paid to any of Spring Creeks founding shareholders, officers, directors or special advisors who owned Spring Creeks ordinary shares prior to this offering, or to any of their respective affiliates, prior to or with respect to a business combination (regardless of the type of transaction that it is).

AutoChina

During the period from January 1, 2005 to September 30, 2008, AutoChina has borrowed from several of its affiliates, Mr. Yong Hui Li, AutoChinas Chairman and CEO, and certain affiliates of Mr. Yong Hui Li including certain companies controlled by AutoChinas ultimate shareholder, Ms. Yan Wang. Each of these loans is non-interest bearing and was entered into to satisfy the AutoChinas short term capital needs. In addition, the payable balances of each loan are unsecured and due on demand by the lender. The outstanding amounts due to related parties as of September 30, 2008 and 2007, December 31, 2007, 2006 and 2005 were as follows:

	Notes	September 30,				December 31,
$ in thousands		2008		2007		2007		2006		2005
		(Unaudited)		(Unaudited)
Due to affiliates:
Hebei Shengrong Auto parts Co., Ltd.	(2)	$	-	$	-	$	1,895	$	919	$	-
Hebei Kaiyuan Real Estate Co., Ltd.	(1)		15,926		3,410		136		127		6,039
Shijiazhuang Yiyuan Auto Trading Co., Ltd.	(2)		-		-		41		-		-
Baoding Tianfu Auto Trading Co., Ltd.	(2)		-		-		3		-		-
Beijing Tonghe Shengyuan Trade Co., Ltd.	(1)		-		-		-		628		-
Hebei Junda Auto Trading Co., Ltd.	(1)		-		-		-		-		124
Hebei Kaiyuan Door & Windows Manufacture Co., Ltd.	(1)		-		1,419		-		-		-
Hebei Yitong Auto parts Co., Ltd.	(2)		-		1,901		-		-		-
Mr. Yong Hui Li	(3)		5,123		-		-		-		-

Total		$	21,049	$	8,048	$	2,075	$	1,674	$	6,163

Notes:

(1) Companies controlled by AutoChinas ultimate shareholder, Ms. Yan Wang.

(2) Companies that were formerly owned by AutoChina.

(3) AutoChinas chairman and Chief Executive Officer, and the ultimate shareholder of Hebei Kaiyuan Real Estate Co., Ltd.

As of February 15, 2009, there is approximately $5.1 million outstanding due to Mr. Yong Hui Li under these related party loans.

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During the period from January 1, 2005 to September 30, 2008, AutoChina has paid certain operating expenses on behalf of various companies affiliated with Mr. Yong Hui Li, including certain companies controlled by AutoChinas ultimate shareholder. Ms. Yan Wang (Mr. Yong Hui Lis wife), and companies which are formally controlled by AutoChina. AutoChina has advanced these funds, to each of these companies on a non-interest bearing and unsecured basis, and such funds are due on demand by AutoChina. The outstanding amounts due from related parties as of September 30, 2008 and 2007, December 31, 2007, 2006 and 2005 were as follows:

	Notes	September 30,				December 31,
$ in thousands		2008		2007		2007		2006		2005
		(Unaudited)		(Unaudited)

Due from affiliates:
Shijiazhuang Zhicheng Property Management Co., Ltd.	(1)	$	-	$	-	$	2,634	$	-	$	-
Kinbow Capital & Holding Group Co., Ltd.	(1)		-		1,837		1,615		1,076		-
Beijing Qianbo Auto Trading Co., Ltd.	(1)		-		-		1,033		437		31
Beijing Tonghe Shengyuan Business & Trading Co., Ltd.	(1)		-		-		205		-		-
Hebei Kaiyuan Real Estate Co., Ltd.	(1)		121		2,918		-		2,164		434
Hebei Beiguo Kaiyuan Shopping Mall Co., Ltd.	(2)		-		-		-		1,836		-
Shijiazhuang Yiyuan Auto Trading Co., Ltd.	(2)		-		-		-		79		-
Baoding Tianfu Auto Trading Co., Ltd.	(2)		-		189		-		49		124
Cangzhou Hengyuan Auto Trading Co., Ltd.	(2)		292		-		-		-		-
Hebei Liantuo Auto Trade Co., Ltd.	(1)		-		-		-		-		473
Total		$	413	$	4,944	$	5,487	$	5,641	$	1,062

Notes:

(1) Companies controlled by AutoChinas ultimate shareholder, Ms. Yan Wang.

(2) Companies that were formerly owned by AutoChina.

As of February 15, 2009, there is approximately $292,000 outstanding due from affiliates under these related party loans. All of the outstanding balances on these loans are expected to be repaid upon the consummation of the acquisition.

During the period presented, AutoChina sold and purchased automobiles and spare parts to and from its affiliates. The details of the related party transactions were as follows:

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	Notes		Nine months Ended September 30,				Years Ended December 31,
			2008		2007		2007		2006		2005
$ in thousands			(Unaudited)		(Unaudited)

Related Parties Transactions

Hebei Kaiyuan Doors & Windows Manufacturing Co., Ltd.	(a)	(1)	$	-	$	2,994	$	8,649	$	-	$	-
Shijiazhuang Zhicheng Property Management Co., Ltd.	(a)	(1)		3,890		-		-		-		-
Shijiazhuang Zhicheng Property Management Co., Ltd.	(a)	(2)		3,915				2,529		-		-
Hebei Beiguo Kaiyuan Shopping Mall Co., Ltd.	(b)	(1)		6,765		-		-		-		-
Hebei Beiguo Kaiyuan Shopping Mall Co., Ltd.	(b)	(2)		-		2,042		2,058		10,577		-
Hebei Kaiyuan Real Estate Co., Ltd.	(a)	(1)		25,785		391		1,958		-		2,259
Hebei Kaiyuan Real Estate Co., Ltd.	(a)	(2)		117		2,999		-		3,853		-
Hebei Kaiyuan Real Estate Co., Ltd.	(a)	(5)		-		-		-		1,129		2,771
Kinbow Capital & Holding Group Co., Ltd.	(a)	(2)		372		704		973		1,054		-
Beijing Tonghe Shengyuan Business & Trading Co., Ltd.	(a)	(1)		-		-		-		615		-
Beijing Tonghe Shengyuan Business & Trading Co., Ltd.	(a)	(2)		-				460		-		-
Beijing Qianbo Auto Trading Co., Ltd.	(a)	(1)		143		-		-		-		-
Beijing Qianbo Auto Trading Co., Ltd.	(a)	(2)		2,993		391		394		571		-
Beijing Qianbo Auto Trading Co., Ltd.	(a)	(3)		80				183		35		-
Beijing Qianbo Auto Trading Co., Ltd.	(a)	(4)		270		-		-		232		-
Beijing Qianbo Auto Trading Co., Ltd.	(a)	(5)		-		-		-		176		256
Baoding Tianfu Auto Trading Co., Ltd.	(b)	(2)		-		133		-		100		-
Baoding Tianfu Auto Trading Co., Ltd.	(b)	(3)		-		90		84		58		-
Baoding Tianfu Auto Trading Co., Ltd.	(b)	(4)		-		41		48		9		42
Shijiazhuang Yiyuan Auto Trading Co., Ltd.	(b)	(1)		418				39		-		-
Shijiazhuang Yiyuan Auto Trading Co., Ltd.	(b)	(2)		-		1,187		-		125		-
Beijing Kinbow Sunshine Auto Trading Co., Ltd.	(a)	(4)		-		-		-		126		-

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	Notes		Nine months Ended September 30,				Years Ended December 31,
			2008		2007		2007		2006		2005
$ in thousands			(Unaudited)		(Unaudited)

Related Parties Transactions

Hebei Xinchang Shengyuan Auto Sales Co., Ltd.	(b)	(1)		-		1,037		-		-		-
Cangzhou Hengyuan Auto Trading Co., Ltd.	(b)	(2)		644		-		-		-		-
Hebei Xuwei Trading Co., Ltd.	(a)	(2)		2,463		-		-		-		-
Hebei Shengrong Auto parts Co., Ltd.	(b)	(2)	$	12,302	$	-	$	-	$	-	$	-

Notes:

(a) Companies controlled by AutoChinas ultimate shareholder, Ms. Yan Wang.

(b) Companies that are formerly owned by AutoChina.

Nature of transaction:

(1) Loan to AutoChina during the period. The amounts were interest-free, unsecured and repayable on demand.

(2) Short-term advance from AutoChina. The amounts were interest-free, unsecured and payable on demand.

(3) Sale of automobiles to AutoChina during the period.

(4) Purchase of automobiles from AutoChina during the period.

(5) Sales of investments in subsidiary / affiliates during the period.

Mr. Li, AutoChina's Chairman and CEO, is the indirect beneficial owner of approximately 15.28% of Beiguo Commercial Building Limited. Commencing in September 2008, Beiguo began to provide short term financing for AutoChina's commercial vehicle financing business. AutoChina will only pay a 2% premium to Beiguo for this financing, in part, because the financing is guaranteed by Mr. Li, who has a long term business relationship with Beiguo, on behalf of AutoChina

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth, as of March 5, 2009, certain information regarding beneficial ownership of Spring Creeks ordinary shares by each person who is known by Spring Creek to beneficially own more than 5% of Spring Creeks ordinary shares. The table also identifies the stock ownership of each of Spring Creeks directors, each of Spring Creeks officers, and all directors and officers as a group. Except as otherwise indicated, the shareholders listed in the table have sole voting and investment powers with respect to the shares indicated.

Ordinary shares which an individual or group has a right to acquire within 60 days pursuant to the exercise or conversion of options, warrants or other similar convertible or derivative securities are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Ordinary shares

James Cheng-Jee Sha		646,875		10.0	%

William Tsu-Cheng Yu		258,750		4.0	%

Diana Chia-Huei Liu		258,750		4.0	%

Jimmy (Jim) Yee-Ming Wu		90,563		1.4	%

Private Equity Management Group LLC(2)		800,000		12.4	%

Weiss Capital LLC(3)		766,350		11.9	%

All directors and executive officers as a group (four individuals)		1,254,938		19.4	%

(1) Unless otherwise indicated, the business address of each of the individuals is 10F, Room#1005, Fortune Intl Building, No. 17, North Daliushu Road, Haidian District, Beijing 100081, Peoples Republic of China.

(2) Based on a Schedule 13D filed by Private Equity Management Group LLC, a Nevada limited liability company whose principal business address is One Park Plaza, Suite 550, Irvine, CA 92614-2594. Private Equity Management Group LLC has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of, an aggregate of 800,000 ordinary shares.

(3) Based on a Schedule 13G filed by Weiss Capital LLC, a Delaware limited liability company SPAC GP LLC, a Delaware limited liability company and Andrew M. Weiss, Ph.D., a United States citizen. Weiss Capital, SPAC GP, and Dr. Weiss have a business address of 29 Commonwealth Avenue, 10th Floor, Boston, Massachusetts 02116, and each has shared power to vote or direct the vote, and shared power to dispose or to direct the disposition of, an aggregate of 766,350 ordinary shares.

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Security Ownership of the Combined Company after the Acquisition

The following table sets forth information with respect to the beneficial ownership of the combined companys ordinary shares immediately after the consummation of the acquisition by each person who is known by Spring Creek to beneficially own more than 5% of Spring Creeks ordinary shares of Spring Creeks ordinary shares, each officer, each director and all officers and directors as a group.

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Ordinary shares

James Cheng-Jee Sha		646,875		4.3	%

William Tsu-Cheng Yu		258,750		1.7	%

Diana Chia-Huei Liu		258,750		1.7	%

Jimmy (Jim) Yee-Ming Wu		90,563		0.6	%

Honest Best Int'l Ltd.		8,606,250		57.1	%

Private Equity Management Group LLC(2)		800,000		5.3	%

Weiss Capital LLC(3)		766,350		5.1	%

All directors and executive officers as a group (four individuals)		1,254,938		8.3	%

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SHARES ELIGIBLE FOR FUTURE SALE

Spring Creek currently has 6,468,750 ordinary shares outstanding. Of these shares, the 5,175,000 ordinary shares sold in Spring Creeks initial public offering are freely tradable without restriction or further registration under the Securities Act of 1933, as amended except for any ordinary shares purchased by one of Spring Creeks affiliates within the meaning of Rule 144 under the Securities Act of 1933, as amended. After the acquisition, assuming (i) the issuance of approximately 8,606,250 ordinary shares to the shareholders of AutoChina in connection with the share exchange agreement and (ii) that none of Spring Creeks shareholders exercise their right to redeem their shares, there will be 15,075,000 shares of Spring Creeks ordinary shares outstanding, of which all but 1,293,750 shares held by Spring Creeks initial shareholders (which includes 1,254,938 shares owned by Spring Creeks current officers and directors and their affiliates) and 8,606,250 shares issued to the members of AutoChina under the share exchange agreement will be registered or freely tradable without securities law restrictions. In addition, pursuant to an earn-out provision in the share exchange agreement, Spring Creek has agreed to issue to AutoChinas current shareholder between 5% and 20% of the number of ordinary shares outstanding as of December 31 of the fiscal year immediately prior to such earn-out issuance for achieving a certain minimum EBITDA and certain Targeted EBITDA Growth (each as defined in the share exchange agreement) in each of the next five years, through the year ended December 31, 2013. Spring Creek may file a registration statement relating to resales of these shares by the initial shareholders or the shares issued under share exchange agreement after completion of the acquisition. Additionally, any of these shares held by affiliates, as that term is defined in Rule 144 under the Securities Act, which generally includes officers, directors or 10% shareholders, will also be restricted from public sale as restricted stock.

There are 5,175,000 outstanding warrants that were issued in Spring Creeks initial public offering, each for the purchase of one share. The shares issuable upon exercise of the warrants will also be freely tradable, provided that there is a registration statement in effect at the time of their exercise. Spring Creek intends to use its best efforts to cause such a registration statement to be in effect at that time that the warrants become exercisable. In addition, in connection with Spring Creeks initial public offering, Spring Creek issued a unit purchase option to the representative of the underwriters which is exercisable for 450,000 units, consisting of one share and one warrant to purchase one share at $5.50 per share, at an exercise price of $8.80 per unit. The securities underlying the representatives unit purchase option and underlying securities have registration rights and may be sold according to Rule 144.

In addition, Spring Creeks founding shareholders own warrants to purchase 1,430,000 ordinary shares, which warrants and the underlying ordinary shares are also restricted securities under Rule 144. None of these restricted securities will be eligible for sale under Rule 144 prior to one year following the filing of certain information with the SEC (Form 10 information) after the consummation of Spring Creeks initial business combination. Furthermore, all of the 1,293,750 founders shares have been placed in escrow. These shares will not be released from escrow until nine months after Spring Creeks consummation of a business combination with respect to 50% of the initial shares and one year after Spring Creeks consummation of a business combination with respect to the remaining 50% of the initial shares. These shares may only be released earlier if, following the proposed acquisition, Spring Creek engaged in a subsequent transaction resulting in Spring Creeks shareholders having the right to exchange their shares for cash or other securities.

Therefore, there are an aggregate of 7,505,000 shares that may be issued in the future upon exercise of outstanding warrants and unit purchase options.

Rule 144. Rule 144 is unavailable for the resale of restricted securities initially issued by a blank-check or shell company, both before and after an initial business combination, despite technical compliance with the requirements of Rule 144. Accordingly, such restricted securities can be resold only through a registered offering or pursuant to another exemption from registration. Notwithstanding the foregoing, a person who beneficially owns restricted securities of a company which:

has ceased to qualify as a blank-check or shell company;

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is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

has filed all reports and other materials required to be filed by Section 13 or 15(d), as applicable, during the preceding 12 months (or such shorter period that the company was required to file such reports and materials); and

has filed certain information with the SEC (Form 10 information) reflecting that it is no longer a blank-check or shell company

may, after one year has elapsed from the filing of the Form 10 information, within any three-month period resell a number of such restricted securities that does not, with respect to the ordinary shares, exceed the greater of either of the following:

1% of the total number of ordinary shares then outstanding; or

the average weekly trading volume of the ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also limited based on the availability of current public information about Spring Creek, and, in the case of sales by affiliates, by manner of sale provisions and notice requirements.

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SPRING CREEKS SECURITIES

General

Spring Creek is authorized to issue 50,000,000 ordinary shares, par value $.001, and 1,000,000 shares of preferred stock, par value $.001. As of the date of this proxy statement, 6,468,750 ordinary shares are outstanding, held by four holders of record. No shares of preferred stock are currently outstanding.

Ordinary shares

Spring Creeks shareholders of record are entitled to one vote for each ordinary share held on all matters to be voted on by shareholders. In connection with the vote required for any business combination, all of Spring Creeks founding shareholders, including all of Spring Creeks officers and directors, have agreed to vote their respective ordinary shares owned by them immediately prior to this offering in accordance with the majority of the ordinary shares voted by Spring Creeks public shareholders. This voting arrangement shall not apply to shares included in units purchased in Spring Creeks initial public offering or purchased following its initial public offering in the aftermarket by any of Spring Creeks founding shareholders, officers and directors. Additionally, Spring Creeks founding shareholders, officers and directors will vote all of their shares in any manner they determine, in their sole discretion, with respect to any other items that come before a vote of its shareholders.

Under Spring Creeks Amended and Restated Memorandum and Articles of Association, approval of the acquisition requires the affirmative vote of the holders of a majority of the outstanding ordinary shares. Spring Creek will not be authorized to complete the acquisition, if holders of 2,070,000 or more shares of Spring Creek ordinary shares sold in its initial public offering (public shareholders owning 40% or more of the shares in the initial public offering) vote against the acquisition and demand that Spring Creek redeem their shares into pro rata portions of the trust account.

Spring Creeks Board of Directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares eligible to vote for the election of directors can elect all of the directors.

Pursuant to Spring Creeks Amended and Restated Memorandum and Articles of Association, if Spring Creek does not consummate a business combination by September 4, 2010, it will trigger Spring Creeks automatic dissolution and it will wind up its affairs and liquidate. If Spring Creek is forced to liquidate prior to a business combination, its public shareholders are entitled to share ratably in the trust fund, including any interest, and any net assets remaining available for distribution to them after payment of liabilities. Spring Creeks founding shareholders have waived their rights to participate in any liquidation distribution with respect to their initial shares.

Spring Creeks shareholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the ordinary shares, except that public shareholders have the right to have their ordinary shares redeemed for cash equal to their pro rata share of the trust account if they vote against a business combination and the business combination is approved and completed. Public shareholders who redeem their ordinary shares for their share of the trust account still have the right to exercise the warrants that they received as part of the units.

Preferred Shares

Spring Creeks Amended and Restated Memorandum and Articles of Association authorizes the issuance of 1,000,000 preferred shares with such designation, rights and preferences as may be determined from time to time by its Board of Directors. Accordingly, Spring Creeks Board of Directors is empowered, without shareholder approval, to issue preferred shares with dividend, liquidation, conversion, redemption voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares. However, the underwriting agreement with EarlyBird Capital prohibits Spring Creek, prior to a business combination, from issuing preferred shares which participates in any manner in the proceeds of the trust account, or which votes as a class with the ordinary shares on a business combination. Spring Creek may issue some or all of the preferred shares to effect a business combination. In addition, the preferred shares could be utilized as a method of discouraging, delaying or preventing a change in control of Spring Creek. Although Spring Creek does not currently intend to issue any preferred shares, Spring Creek cannot assure you that it will not do so in the future.

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As of the date of this document, there are no outstanding shares of preferred stock of any series.

Warrants

Spring Creek has 6,605,000 warrants currently outstanding, entitling the registered holder to purchase one share of ordinary shares at $5.00 per share. Spring Creek also has one unit purchase option outstanding, entitling the holder to purchase 450,000 units, consisting of one share of ordinary shares and one warrant to purchase one share of ordinary shares at $5.50 per share, at an exercise price of $8.80 per unit. The warrants are each subject to adjustment as discussed below, and are exercisable at any time commencing on the completion of the acquisition. The warrants will expire at 5:00 p.m., New York City time on February 27, 2013.

Spring Creek may call the warrants for redemption (including the insider warrants and any warrants issued upon exercise of the unit purchase option issued to EarlyBird Capital), with the prior consent of EarlyBird Capital,

in whole and not in part,

at a price of $0.01 per warrant at any time while the warrants are exercisable (which will only occur if a registration statement relating to the ordinary shares issuable upon exercise of the warrants is effective and current),

upon not less than 30 days prior written notice of redemption to each warrant holder, and

if, and only if, the reported last sale price of the ordinary shares equals or exceeds $11.50 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to warrant holders.

The redemption criteria for Spring Creeks warrants had been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient degree of liquidity to cushion the market reaction to Spring Creeks redemption call.

Since Spring Creek may redeem the warrants only with the prior consent of EarlyBird Capital and EarlyBird Capital may hold warrants subject to redemption, EarlyBird Capital may have a conflict of interest in determining whether or not to consent to such redemption. Spring Creek cannot assure you that EarlyBird Capital will consent to such redemption if it is not in its best interests even if it is in Spring Creeks best interests.

If Spring Creek calls the warrants for redemption as described above, its management will have the option to require all holders that wish to exercise Spring Creeks warrants (not including the insider warrants) to do so on a cashless basis, though the public shareholders are not eligible to do so at their own option. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Spring Creeks ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value of an ordinary share by (y) the fair market value of an ordinary share. The fair market value is the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If Spring Creeks management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of ordinary shares to be received upon exercise of the warrants, including the fair market value in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. Spring Creek believes that this feature is an attractive option to Spring Creek if Spring Creek does not need the cash from the exercise of the warrants after a business combination. Regardless of the election of Spring Creeks management, the purchasers of the insider warrants will be entitled to exercise any insider warrants for cash or on a cashless basis using the formula described above. The reason that Spring Creek has agreed that these warrants will be exercisable on a cashless basis so long as they are held by Spring Creeks officers, directors, special advisor or their affiliates is because it is not known at this time whether they will be affiliated with Spring Creek following a business combination. If they remain an insider, their ability to sell Spring Creeks securities in the open market will be significantly limited. Spring Creek expects to have policies in place that prohibit insiders from selling Spring Creeks securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell Spring Creeks securities, an insider cannot trade in Spring Creeks securities if he is in possession of material non-public information. Accordingly, unlike public shareholders who could exercise their warrants and sell the ordinary shares received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, Spring Creek believes that allowing the holders to exercise such warrants on a cashless basis is appropriate.

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The warrants have been issued in registered form under a warrant agreement between American Stock Transfer & Trust Company, as warrant agent, and Spring Creek.

The exercise price and number of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or Spring Creeks recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below their respective exercise prices.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to Spring Creek, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive ordinary shares. After the issuance of ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

No warrants will be exercisable unless at the time of exercise a prospectus relating to ordinary shares issuable upon exercise of the warrants is current and the ordinary shares have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, Spring Creek has agreed to meet these conditions and use its best efforts to maintain a current prospectus relating to ordinary shares issuable upon exercise of the warrants until the expiration of the warrants. However, Spring Creek cannot assure you that Spring Creek will be able to do so, and if it does not maintain a current prospectus related to the ordinary shares issuable upon exercise of the warrants, holders will be unable to exercise their warrants and Spring Creek will not be required to net cash settle or cash settle any such warrant exercise. If the prospectus relating to the ordinary shares issuable upon the exercise of the warrants is not current or if the ordinary shares are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. If the warrants expire worthless, this would mean that a person who paid $8.00 for a unit in Spring Creeks initial public and who did not sell the warrants included in the unit would have effectively paid $8.00 for one ordinary share. Because the warrants will not be exercisable without an effective registration statement covering the shares underlying the warrants, Spring Creek will not call the warrants for redemption unless there is an effective registration statement in place.

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, Spring Creek will, upon exercise, round up to the nearest whole number the number of ordinary shares to be issued to the warrant holder.

Purchase Option

Spring Creek sold to the underwriters of its initial public offering an option to purchase up to a total of 450,000 units at $8.80 per unit. The units issuable upon exercise of this option are identical to those offered in Spring Creeks initial public offering.

134

Unissued Shares of Capital Stock

Ordinary shares. After the acquisition, Spring Creek will have approximately 15,075,000 ordinary shares outstanding, assuming that no shareholders elect to exercise their redemption rights. The remaining authorized and unissued ordinary shares will be available for future issuance without additional shareholder approval. While the additional shares are not designed to deter or prevent a change of control, under some circumstances Spring Creek could use them to create voting impediments or to frustrate persons seeking to effect a takeover or otherwise gain control, by, for example, issuing shares in private placements to purchasers who might side with the Board of Directors in opposing a hostile takeover bid.

Preferred Stock. Spring Creeks Amended and Restated Memorandum and Articles of Association grants the Board of Directors the authority, without any further vote or action by shareholders, to issue preferred stock in one or more series, fix the number of shares constituting the series and establish the preferences, limitations and relative rights, including dividend rights, dividend rate, voting rights, terms of redemption, redemption price or prices, redemption rights and liquidation preferences of the shares of the series. The existence of authorized but unissued preferred stock could reduce the companys attractiveness as a target for an unsolicited takeover bid, since the company could, for example, issue preferred stock to parties who might oppose such a takeover bid, or issue shares with terms the potential acquirer may find unattractive. This may have the effect of delaying or preventing a change in control, discourage bids for the ordinary shares at a premium over the market price, and adversely affect the market price, and voting and other rights of holders of ordinary shares.

Limitation of Liability of Directors and Officers

Spring Creeks Amended and Restated Memorandum and Articles of Association provides that no director will be personally liable to Spring Creek or its shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent this limitation or exemption is not permitted by the Cayman Islands law. As currently enacted, the Cayman Islands law permits a corporation to provide in its Amended and Restated Memorandum and Articles of Association that a director will not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for: (i) any breach of the directors duty of loyalty; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payments of unlawful dividends or unlawful stock repurchases or redemptions or (iv) any transaction from which the director derived an improper personal benefit.

The principal effect of this provision is that a shareholder will be unable to recover monetary damages against a director for breach of fiduciary duty unless the shareholder can demonstrate that one of the exceptions listed above applies. This provision, however, will not eliminate or limit liability arising under federal securities laws. The combined companys charter will not eliminate its directors fiduciary duties. The inclusion of this provision in the charter may, however, discourage or deter shareholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited the combined company and its shareholders. This provision should not affect the availability of equitable remedies such as injunction or rescission based upon a directors breach of his or her fiduciary duties.

135

The Cayman Islands law provides that a corporation may indemnify its directors and officers as well as its other employees and agents against judgments, fines, amounts paid in settlement and expenses, including attorneys fees, in connection with various proceedings, other than an action brought by or in the right of the corporation, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. A similar standard is applicable in the case of an action brought by or in the right of the corporation (commonly known as derivative suits), except that indemnification in such a case may only extend to expenses, including attorneys fees, incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The combined companys charter and, with regard to its officers, its bylaws provide that the combined company will indemnify its directors and officers to the fullest extent permitted by Delaware law. Under these provisions and subject to the Cayman Islands law, the combined company will be required to indemnify its directors and officers for all judgments, fines, settlements, legal fees and other expenses incurred in connection with pending or threatened legal proceedings because of the directors or officers position with the combined company or another entity that the director or officer serves as a director, officer, employee or agent at the combined companys request, subject to various conditions, and to advance funds to the combined companys directors and officers before final disposition of such proceedings to enable them to defend against such proceedings. To receive indemnification, the director or officer must have been successful in the legal proceeding or have acted in good faith and in what was reasonably believed to be a lawful manner in the best interest of the combined company. The bylaws also specifically authorize the combined company to maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the combined company, or is or was serving at the combined companys request as a director, officer, employee or agent of another entity, against certain liabilities.

Transfer Agent and Registrar

The Transfer Agent and Registrar for the shares of Spring Creek ordinary shares, warrants and units is American Stock Transfer & Trust Company, 59 Maiden Lane, Plaza Level, New York, NY 10038, (212) 936-5100.

136

SHAREHOLDER PROPOSALS

If the acquisition is consummated, the Spring Creek 2009 annual meeting of shareholders will be held on or about August 30, 2009 unless the date is changed by the Board of Directors. If you are a shareholder and you want to include a proposal in the proxy statement for that annual meeting, you need to provide it to Spring Creek by no later than June 29, 2009. You should direct any proposals to Spring Creeks secretary at Spring Creeks principal office.

If the acquisition is not consummated and another business combination is not consummated before September 4, 2009, there will be no annual meeting in 2009.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

Pursuant to the rules of the Securities and Exchange Commission, Spring Creek and services that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of each of Spring Creeks annual report to shareholders and proxy statement. Upon written or oral request, Spring Creek will deliver a separate copy of the annual report to shareholders and/or proxy statement to any shareholder at a shared address who wishes to receive separate copies of such documents in the future. Shareholders receiving multiple copies of such documents may likewise request that Spring Creek deliver single copies of such documents in the future. Shareholders may notify Spring Creek of their requests by calling or writing Spring Creek at Spring Creeks principal executive offices at 10F, Room #1005, Fortune Intl Building, No. 17, North Daliushu Road, Haidian District, Beijing 100081, Peoples Republic Of China.

WHERE YOU CAN FIND MORE INFORMATION

Spring Creek files reports, proxy statements and other information with the SEC as required by the Securities Exchange Act of 1934, as amended.

You may read and copy reports, proxy statements and other information filed by Spring Creek with the SEC at its public reference room located at 100 F Street, N.E., Washington, D.C. 20549-1004.

You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-1004.

Spring Creek files its reports, proxy statements and other information electronically with the SEC. You may access information on Spring Creek at the SEC web site containing reports, proxy statements and other information at http://www.sec.gov.

This Proxy describes the material elements of relevant contracts, exhibits and other information described in this proxy statement. Information and statements contained in this proxy statement are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this document.

All information contained or organized by reference in this proxy statement relating to Spring Creek has been supplied by Spring Creek, and all such information relating to AutoChina has been supplied by AutoChina. Information provided by either of Spring Creek or AutoChina does not constitute any representation, estimate or projection of the other.

If you would like additional copies of this proxy statement, 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

137

INDEX TO FINANCIAL STATEMENTS

	PAGE

FINANCIAL STATEMENTS OF AUTOCHINA	F-3

FINANCIAL STATEMENTS OF SPRING CREEK	F-42

INDEX TO FINANCIAL STATEMENTS

	PAGE

AUTOCHINA GROUP INC.

FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007 AND THE YEARS ENDED DECEMBER 31, 2007, DECEMBER 31, 2006 AND DECEMBER 31, 2005

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-4

CONSOLIDATED BALANCE SHEETS	F-5

CONSOLIDATED STATEMENTS OF OPERATIONS	F-7

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME	F-9

CONSOLIDATED STATEMENTS OF CASH FLOW	F-10

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	F-13

SPRING CREEK ACQUISITION CORP.

FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006 AND NINE MONTHS ENDED SEPTEMBER 30, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-42

CONSOLIDATED BALANCE SHEETS	F-43

CONSOLIDATED STATEMENTS OF OPERATIONS	F-44

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY	F-45

CONSOLIDATED STATEMENTS OF CASH FLOWS	F-46

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	F-47

F-2

AUTOCHINA GROUP INC.

CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

	Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-4

CONSOLIDATED BALANCE SHEETS	F-5

CONSOLIDATED STATEMENTS OF OPERATIONS	F-7

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME	F-9

CONSOLIDATED STATEMENTS OF CASH FLOW	F-10

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	F-13

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

AutoChina Group Inc.

We have audited the accompanying consolidated balance sheets of AutoChina Group Inc. and subsidiaries (the Company) as of December 31, 2007, 2006 and 2005, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the three year period ended December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and auditing standards generally accepted in the United States of America, as promulgated by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audits included consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal controls over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of AutoChina Group Inc. and subsidiaries as of December 31, 2007, 2006 and 2005, and the consolidated results of their operations and cash flows for each of the years in the three year period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States.

/s/ Grobstein, Horwath & Company LLP

Sherman Oaks, California

November 28, 2008

F-4

AUTOCHINA GROUP INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	September 30,				December 31,
	2008		2007		2007		2006		2005
	(Unaudited)		(Unaudited)

Asset:

Current assets:
Cash	$	17,661	$	16,271	$	12,820	$	7,449	$	4,529
Restricted cash		39,988		17,273		24,734		25,885		8,486
Accounts receivable		2,559		2,265		2,104		1,869		498
Inventories		45,971		26,221		26,910		24,807		7,389
Deposits for inventories		18,689		14,589		21,524		12,507		7,589
Prepaid expenses and other current assets		6,756		16,386		9,396		8,086		2,301
Due from affiliates		413		4,944		5,487		5,641		1,062
Current maturities of notes receivable		16,322		-		-		-		-
Deferred income tax assets		943		288		340		212		82
Assets from discontinued operation		-		2,370		6,755		1,871		1,239

Total current assets		149,302		100,607		110,070		88,327		33,175

Investment in unconsolidated subsidiaries		230		912		770		872		2,593
Property, equipment and improvement, net		25,878		15,438		18,030		14,359		7,192
Notes receivable, net of current maturities		11,593		-		-		-		-
Goodwill		939		188		170		165		153

Total assets	$	187,942	$	117,145	$	129,040	$	103,723	$	43,113

The accompanying notes are an integral part of these consolidated financial statements.

F-5

AUTOCHINA GROUP INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In thousands, except share data)

	September 30,				December 31,
	2008		2007		2007		2006		2005
	(Unaudited)		(Unaudited)
Current liabilities:
Floor plan notes payable-manufacturer affiliated	$	16,873	$	8,671	$	10,808	$	7,238	$	1,142
Floor plan notes payable non-manufacturer affiliated		-		1,029		685		640		-
Notes payable		5,091		8,753		6,725		4,620		3,056
Trade notes payable		60,683		24,838		35,828		32,318		9,902
Notes payable, related parties		-		15,011		12,538		14,942		2,659
Account payables and accrued liabilities		7,721		5,541		4,425		7,403		6,880
Due to affiliates		21,049		8,048		2,075		1,674		6,163
Customer deposits		5,311		3,705		5,527		5,349		1,330
Income tax payable		1,587		390		725		345		-
Liabilities from discontinued operation		-		1,313		5,281		671		-
Current portion of deferred income		2,774		-		-		-		-

Total current liabilities		121,089		77,299		84,617		75,200		31,132

Long term debt:
Deferred income, net of current portion		959		-		-		-		-
Deferred income tax liabilities		689		21		157		10		5

Total liabilities		122,737		77,320		84,774		75,210		31,137

Minority Interests		6,587		6,022		6,461		5,978		2,831

Shareholders equity:
Common stock - $0.001 per value, 50,000,000 shares authorized, 1,000 shares issued and outstanding	$	-	$	-	$	-	$	-	$	-
Additional paid-in capital		35,921		24,195		24,479		16,097		6,095
Statutory reserves		62		5		62		5		-
Accumulated other comprehensive income		6,098		1,666		2,837		724		78
Retained earnings		16,537		7,937		10,427		5,709		2,972
Total shareholders equity		58,618		33,803		37,805		22,535		9,145

Total liabilities and shareholders equity	$	187,942	$	117,145	$	129,040	$	103,723	$	43,113

The accompanying notes are an integral part of these consolidated financial statements.

F-6

AUTOCHINA GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

	Nine months Ended September 30,						Years Ended December 31,
	2008			2007			2007			2006			2005
	(Unaudited)			(Unaudited)

Net Sales:

New automobiles	$	270,164		$	193,351		$	270,508		$	145,960		$	82,988
Heavy trucks		33,102			-			-			-			-
Parts and services		27,327			16,218			24,003			6,682			1,838
Insurance service, net		212			88			154			54			-

Total sales		330,805			209,657			294,665			152,696			84,826

Cost of sales:

New automobiles		261,108			188,901			258,610			139,437			79,468
Heavy trucks		31,188			-			-			-			-
Parts and services		19,584			9,959			18,571			5,209			1,567

Total cost of sales		311,880			198,860			277,181			144,646			81,035

Gross profit		18,925			10,797			17,484			8,050			3,791

Operating expenses:
Selling and marketing		4,541			2,344			3,304			1,841			1,285
General and administrative		4,808			4,112			6,042			3,042			1,200
Other income, net		(467	)		(339	)		(355	)		(97	)		(8	)

Total operating expenses		8,882			6,117			8,991			4,786			2,477

Income from operations		10,043			4,680			8,493			3,264			1,314

Finance income (expenses) :
Floor plan interest expense		(630	)		(296	)		(601	)		(255	)		-
Other interest expense		(1,736	)		(1,021	)		(1,510	)		(468	)		(208	)
Interest income		1,851			240			288			125			41

Total finance expenses, net	$	(515	)	$	(1,077	)	$	(1,823	)	$	(598	)	$	(167	)

The accompanying notes are an integral part of these consolidated financial statements.

F-7

AUTOCHINA GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)

(In thousands, except share and per share data)

	Nine months Ended September 30,						Years Ended December 31,
	2008			2007			2007			2006			2005
	(Unaudited)			(Unaudited)

Equity in earnings (loss) of unconsolidated subsidiaries:	$	(50	)	$	6		$	139		$	417		$	365
Minority interests		(930	)		(660	)		(1,260	)		(283	)		(158	)

Income before income taxes		8,548			2,949			5,549			2,800			1,354

Income taxes provision (benefit)		2,285			534			983			(29	)		(62	)

Income from continuing operations		6,263			2,415			4,566			2,829			1,416
Income (loss) from discontinued operations, net of taxes		(153	)		(189	)		209			(87	)		-

Net income	$	6,110		$	2,226		$	4,775		$	2,742		$	1,416

Earnings (Loss) Per share basic and diluted
Continuing operations	$	6,263		$	2,415		$	4,566		$	2,829		$	1,416
Discontinued operations	$	(153	)	$	(189	)	$	209		$	(87	)	$	-
Net income	$	6,110		$	2,226		$	4,775		$	2,742		$	1,416

Weighted average number of common shares basic and diluted		1,000			1,000			1,000			1,000			1,000

The accompanying notes are an integral part of these consolidated financial statements.

F-8

AUTOCHINA GROUP INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY AND

COMPREHENSIVE INCOME

(In thousands, except share and per share data)

	Common Stock				Additional Paid-in		Statutory		Retained			Accumulated Other Comprehensive		Total Shareholders		Comprehen-
	Shares		Amount		Capital		Reserves		Earnings			Income		Equity		sive Income

Balance as of January 1, 2005		1,000	$	-	$	-	$	-	$	1,556		$	-	$	1,556		-
Capital contributions		-		-		6,095		-		-			-		6,095		-
Net income		-		-		-		-		1,416			-		1,416	$	1,416
Other comprehensive income (loss):
Foreign currency translation adjustments		-		-		-		-		-			78		78		78
Balance as of December 31, 2005		1,000	$	-	$	6,095	$	-	$	2,972		$	78	$	9,145	$	1,494
Capital contributions		-		-		10,002		-		-			-		10,002		-
Net income		-		-		-		-		2,742			-		2,742		2,742
Other comprehensive income (loss):
Foreign currency translation adjustments		-		-		-		-		-			646		646		646
Appropriations to statutory reserves		-		-		-		5		(5	)		-		-		-
Balance as of December 31, 2006		1,000	$	-	$	16,097	$	5	$	5,709		$	724	$	22,535	$	3,388
Capital contributions		-		-		8,382		-		-			-		8,382		-
Net income		-		-		-		-		4,775			-		4,775		4,775
Other comprehensive income (loss):
Foreign currency translation adjustments		-		-		-		-		-			2,113		2,113		2,113
Appropriations to statutory reserves		-		-		-		57		(57	)		-		-		-
Balance as of December 31, 2007		1,000	$	-	$	24,479	$	62	$	10,427		$	2,837	$	37,805	$	6,888
Capital contributions		-		-		11,442		-		-			-		11,442		-
Net income		-		-		-		-		6,110			-		6,110		6,110
Other comprehensive income (loss):
Foreign currency translation adjustments		-		-		-		-		-			3,261		3,261		3,261
Balance as of September 30, 2008 (Unaudited)		1,000	$	-	$	35,921	$	62	$	16,537		$	6,098	$	58,618	$	9,371

The accompanying notes are an integral part of these consolidated financial statements.

F-9

AUTOCHINA GROUP INC.

CONSOLIDATED STATEMENTS OF CASHFLOW

(In thousands)

	Nine months Ended September 30,						Years Ended December 31,
	2008			2007			2007			2006			2005
	(Unaudited)			(Unaudited)
Cash flow from operating activities:

Net income	$	6,110		$	2,226		$	4,775		$	2,742		$	1,416

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		1,627			1,215			1,707			1,073			265
Deferred income taxes		(112	)		(56	)		(129	)		(86	)		(67	)
Equity in earnings of unconsolidated subsidiaries		50			(6	)		(139	)		(417	)		(365	)
Minority interests		930			660			1,260			283			158

Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable		(283	)		(315	)		(234	)		(988	)		(319	)
Inventories		(14,443	)		(421	)		(2,103	)		(10,576	)		(3,165	)
Deposits for inventories		6,467			(1,553	)		(9,016	)		5,260			(3,327	)
Prepaid expense and other current assets		4,315			(7,872	)		(1,310	)		(4,610	)		1,689
Notes receivables		(27,351	)		-			-			-			-
Floor plan notes payable-manufacturer affiliated		2,213			1,122			3,569			2,388			(408	)
Trade notes payable		21,985			(8,581	)		3,510			12,083			6,677
Accounts payable and accrued liabilities		(9,650	)		(6,892	)		(2,977	)		(4,484	)		(3,814	)
Customers deposits		(975	)		(1,818	)		179			654			1,061
Income tax payable		745			31			399			137			196
Deferred income		3,658			-			-			-			-
Net cash provided by (used in) discontinued operations		-			198			(223	)		39			(1,239	)

Net cash provided by (used in) operating activities	$	(4,714	)		(22,062	)	$	(732	)	$	3,498		$	(1,242	)

The accompanying notes are an integral part of these consolidated financial statements.

F-10

AUTOCHINA GROUP INC.

CONSOLIDATED STATEMENTS OF CASHFLOW (CONTINUED)

(In thousands)

	Nine months ended September 30,						Years Ended December31,
	2008			2007			2007			2006			2005
	(Unaudited)			(Unaudited)
Cash flow from investing activities:

Business acquisitions ,net of cash acquired	$	(3,560	)	$	(561	)	$	(1,848	)	$	4,867		$	(1,044	)
Investment in unconsolidated subsidiaries		-			-			(205	)		(487	)		(260	)
Purchase of property, equipment, and improvement		(8,871	)		(2,835	)		(3,766	)		(3,470	)		(5,234	)
Proceeds from the sale of property, equipment and improvements		2,206			1,048			96			64			-
Cash received from sale of unconsolidated subsidiaries equity		-			-			924			-			-
Cash received from sales of discontinued subsidiaries equity, net of cash relinquished		2,160			-			332			-			-
Decrease (increase) in restricted cash		(13,311	)		9,441			1,152			(17,399	)		(8,486	)

Net cash used in investing activities		(21,376	)		7,093			(3,315	)		(16,425	)		(15,024	)

Cash flow from financing activities:
Floor plan borrowings non-manufacturer affiliated, net		(716	)		356			44			640			-
Proceeds from borrowings		25,267			12,068			2,937			1,563			8,641
Repayments of borrowings		(8,543	)		(1,296	)		-			(9,067	)		(1,062	)
Notes payable, related parties		-			4,545			(2,404	)		12,283			2,659
Capital contributions		16,218			7,988			8,382			10,002			6,095
Others		(2,406	)		(176	)		809			711			1,266

Net cash provided by financing activities		29,820			23,485			9,768			16,132			17,599

Effect of exchange rate change	$	1,111		$	306		$	(350	)	$	(285	)	$	(60	)

The accompanying notes are an integral part of these consolidated financial statements.

F-11

AUTOCHINA GROUP INC.

CONSOLIDATED STATEMENTS OF CASHFLOW (CONTINUED)

(In thousands)

	Nine months ended September 30,				Years Ended December31,
	2008		2007		2007		2006		2005
	(Unaudited)		(Unaudited)

Net increase in cash and cash equivalents	$	4,841	$	8,822	$	5,371	$	2,920	$	1,273

Cash and cash equivalents, beginning of period		12,820		7,449		7,449		4,529		3,256

Cash and cash equivalents, end of period	$	17,661	$	16,271	$	12,820	$	7,449	$	4,529

Supplemental Disclosure of Cash Flow Information:

Interest paid	$	1,684	$	1,202	$	1,890	$	873	$	208
Income taxes paid	$	2,203	$	534	$	873	$	37	$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-12

AUTOCHINA GROUP INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

(1) DESCRIPTION OF BUSINESS

AutoChina Group Inc. (AutoChina or the Company) which was formerly known as KYF Inc. is a holding company incorporated in the Cayman Islands on July 26, 2007. The Company and its subsidiaries and variable interest entities (VIE) (collectively referred to as the Group) are an integrated automotive dealership engaged in sales of automobiles and spare parts and after sales services consisting of 15 new automobile franchises in 26 auto dealerships, which are located primarily in Hebei Province of the People's Republic of China (the PRC or China). The Group offers an extensive range of automotive products and services, including new automobiles, auto maintenance, replacement parts, collision repair services, financing, and insurance consulting and other aftermarket service contracts. In April 2008, the Company commenced the heavy truck sales and financing services which provides full services to the customers to acquire heavy trucks by hire purchase in China. On August 8, 2008, the Company changed its name from KYF Inc. to AutoChina Group Inc.

The Companys business is mainly operated by four companies, Hebei Hua An Investment Co., Ltd, Hebei Huiyin Investment Co., Ltd, Hebei Shijie Kaiyuan Logistics Co., Ltd. and Hebei Shijie Kaiyuan Auto Trade Co., Ltd. (collectively referred to as the Auto Kaiyuan Companies) which are limited liability corporations established under the laws of the PRC. On November 26, 2008, through the Companys wholly owned subsidiary, Hebei Chuanglian Trade Co., Ltd., the Company executed a series of contractual arrangements with the Auto Kaiyuan Companies and their shareholder (the Enterprise Agreements). Pursuant to the Enterprise Agreements, the Company has exclusive rights to obtain the economic benefits and assume the business risks of the Auto Kaiyuan Companies from their shareholders, and generally has control of the Auto Kaiyuan Companies. The Auto Kaiyuan Companies are considered variable interest entities (VIE), and the Company is the primary beneficiary. The Companys relationships with the Auto Kaiyuan Companies and their shareholder are governed by the Enterprise Agreements between Hebei Chuanglian Trade Co., Ltd. and each of the Auto Kaiyuan Companies, which are the operating companies of the Company in the PRC.

As a result, the Auto Kaiyuan Companies are deemed to be subsidiaries of the Company under FASB Interpretation - FIN 46(R): Consolidation of Variable Interest Entities (as amended) (FIN 46 (R)). Details of the Enterprise Agreements are as follows:

Assignment of Voting Rights

The shareholder of the Auto Kaiyuan Companies irrevocably agreed to assign all of its voting rights to the Company for all business resolutions. As a result, the Company has direct control of the Board of Directors and has authority to appoint the majority of the Board of Directors which makes it the primary controlling shareholder of the Auto Kaiyuan Companies.

F-13

Management and Operating Agreement

The Company was engaged to exclusively manage and operate the sales and service of the 26 automotive dealerships held by the Auto Kaiyuan Companies, including the development of sales and marketing strategy, management of customer services, daily operations, financial management, employment issues and all other related operating and consulting services. Furthermore, the Auto Kaiyuan Companies agree that without the prior consent of the Company, the Auto Kaiyuan Companies will not engage in any transactions that could materially affect their respective assets, liabilities, rights or operations, including, without limitation, incurrence or assumption of any indebtedness, sale or purchase of any assets or rights, incurrence of any encumbrance on any of their assets or intellectual property rights in favor of a third party or transfer of any agreements relating to their business operation to any third party. The management and operating agreement has a term of 10 years and will be extended for another 10 years automatically unless the Company files a written notice at least 3 months prior to the expiration of this agreement.

Equity Interest Transfer Agreement

The shareholder of the Auto Kaiyuan Companies agreed to transfer all of its assets to the Company and the Company has an exclusive, irrevocable and unconditional right to purchase, or cause the Companys designated party to purchase, from such shareholder, at the Companys sole discretion, part or all of the shareholders equity interests in the Auto Kaiyuan Companies when and, to the extent that, applicable PRC Laws permit the Company to own part or all of such equity interests in the Auto Kaiyuan Companies. According to the Exclusive Equity Interest Transfer Agreement, the purchase price to be paid by the Company to the shareholder of the Auto Kaiyuan Companies will be the minimum amount of consideration permitted by applicable PRC Law at the time when such share transfer occurs.

Equity Pledge Agreement

Pursuant to the Equity Pledge Agreement, the Auto Kaiyuan Companies and their shareholder agreed to pledge all of its equity interest and operating profits to guarantee the performance of the Auto Kaiyuan Companies in the obligation under the Equity Interest Transfer Agreement. In the event of the breach of any conditions of the Equity Interest Transfer Agreement, the Company is entitled to enforce its pledge rights over the equity interests of the Auto Kaiyuan Companies for any losses suffered from the breach.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounts of the Auto Kaiyuan Companies are consolidated in the accompanying financial statements pursuant to FIN 46(R). As a VIE, the Auto Kaiyuan Companies sales are included in the Company's total sales, its income from operations is consolidated with the Companys, the assets and liabilities of the Auto Kaiyuan Companies are consolidated with the Companys, and the Companys net income includes all of the Auto Kaiyuan Companies net income.

F-14

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), and reflect the consolidated accounts of the Company and its wholly owned subsidiaries and VIEs. All significant inter-company balances and transactions have been eliminated. Investments in non-consolidated subsidiaries, typically representing an ownership interest in the voting stock of the subsidiaries of between 20% and 50%, are stated at cost of acquisition plus the Companys equity in undistributed net income or proportionate share of net losses since acquisition.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The most significant estimates and related assumptions include the assessment of the provision for doubtful accounts, the assessment of the impairment of tangible and intangible long-lived assets, the assessment of the valuation allowance on deferred tax assets, and the purchase price allocation on acquisitions. Actual results could differ from these estimates.

Consolidation of Affiliate

Pursuant to FIN 46 (R), a VIE is required to be consolidated if a party with an ownership, contractual or other financial interest in the VIE, is obligated to absorb a majority of the risk of loss from the VIEs activities, is entitled to receive a majority of the VIEs residual returns (if no party absorbs a majority of the VIEs losses), or both. A variable interest holder that consolidates the VIEs is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIEs assets, liabilities, and non-controlling interests at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. FIN 46(R) provides a new framework for identifying VIEs and determining when a company should include the assets, liabilities, non-controlling interests and results of activities of a VIE in its consolidated financial statements.

A VIE is a corporation, partnership, limited liability corporation, trust or any other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activitie