Southern Cross Acquisition I ^{Filed Terms, Nasdaq: NCOU}

We are a blank check company. Because of our significant ties to China, we may pursue opportunities in China (including Hong Kong and Macau). The main ambition of our management is to create value for our shareholders by completing a business combination with a target business where we would potentially utilize our experience by working with management of the target business to attract market attention and interests, generate access to capital, improve the operating efficiency, implement revenue-driven and/or profit-engagement strategies and increase profit potential through additional acquisitions. Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are essential in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we consider it appropriate to do so: Industry Leadership with Sustainable Competitive Advantage; Long-term Revenue Visibility with Defensible Market Position; Benefits from Being a U.S. Public Company (Value Creation and Marketing Opportunities); and Niche Deal Size with Growth Potential.