UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d -1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

TRUNKBOW INTERNATIONAL HOLDINGS LIMITED

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

89818A102 

(CUSIP Number)

Qiang Li

Unit 1217-1218, 12F of Tower B, Gemdale Plaza

No. 91 Jianguo Road, Chaoyang District, Beijing 100022

People’s Republic of China

(86) 10-85712518

With a copy to:

Ling Huang, Esq.
W. Clayton Johnson, Esq.
Cleary Gottlieb Steen & Hamilton LLP
Twin Towers West (23Fl)
12B Jianguomenwai Avenue
Chaoyang District, Beijing 100022
People's Republic of China
Telephone: +86 10 5920 1000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 10, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 89818A102

⁽¹⁾ The 8,558,764 shares of Common Stock of the Company (as defined below) are owned by Chief Honour Investments Limited, a British Virgin Islands company (“Chief Honour”). Mr. Lao Chi Weng owns 100% of the outstanding ordinary shares of Chief Honour, but he does not have the power to vote or dispose of any of the shares of Common Stock of the Company owned by Chief Honour. Pursuant to a share transfer agreement dated September 21, 2009 by and between Lao Chi Weng, as transferor, and Dr. Wanchun Hou, as transferee (the “Hou STA”), Lao Chi Weng has irrevocably and unconditionally granted to Dr. Wanchun Hou the right to acquire any or all of the 1,000 outstanding shares of Chief Honour at a nominal price of US$1.00 at any time after February 14, 2012. In addition, pursuant to an entrustment agreement dated May 30, 2011 (which replaced an entrustment agreement dated October 1, 2009), by and between Chief Honour, Capital Melody Limited, a British Virgin Islands company (“Capital Melody”, and collectively with Chief Honour, “Party A”), Dr. Wanchun Hou and Mr. Qiang Li (the “Entrustment Agreement”), Party A has authorized Dr. Wanchun Hou and Mr. Qiang Li to act on behalf of Party A as the exclusive agents with respect to all matters concerning Party A’s shareholding in the Company, including the exercise of all of the shareholder’s rights and shareholder’s voting rights enjoyed by Party A in the shares of Common Stock of the Company owned by Party A, which consist of the 8,558,764 shares of Common Stock of the Company owned by Chief Honour and 7,580,619 shares of Common Stock of the Company owned by Capital Melody. For additional information regarding these agreements, see Item 2 below.

⁽²⁾ In addition to the 8,558,764 shares of Common Stock of the Company shown above as beneficially owned by Dr. Wanchun Hou, as further described in Item 2 below, Dr. Wanchun Hou could also be deemed to beneficially own the shares of Common Stock of the Company beneficially owned by the other Reporting Persons, Mr. Qiang Li and Capital Melody. The Reporting Persons collectively own 16,156,983 shares of Common Stock of the Company, representing approximately 43.90% of the outstanding shares of Common Stock of the Company.

⁽³⁾ Based on 36,807,075 shares of Common Stock of the Company outstanding as of November 18, 2013, as disclosed in the Schedule 14A filed by the Company with the SEC (as defined below) on November 22, 2013.

CUSIP No. 89818A102

⁽⁴⁾ The 8,558,764 shares of Common Stock of the Company are owned by Chief Honour. Mr. Lao Chi Weng owns 100% of the outstanding ordinary shares of Chief Honour, but he does not have the power to vote or dispose of any of the shares of Common Stock of the Company owned by Chief Honour. Pursuant to the Hou STA, Lao Chi Weng has irrevocably and unconditionally granted to Dr. Wanchun Hou the right to acquire any or all of the 1,000 outstanding shares of Chief Honour at a nominal price of US$1.00 at any time after February 14, 2012. In addition, pursuant to the Entrustment Agreement, Party A has authorized Dr. Wanchun Hou and Mr. Qiang Li to act on behalf of Party A as the exclusive agents with respect to all matters concerning Party A’s shareholding in the Company, including the exercise of all of the shareholder’s rights and shareholder’s voting rights enjoyed by Party A in the shares of Common Stock of the Company owned by Party A, which consist of the 8,558,764 shares of Common Stock of the Company owned by Chief Honour and 7,580,619 shares of Common Stock of the Company owned by Capital Melody. For additional information regarding these agreements, see Item 2 below.

⁽⁵⁾ In addition to the 8,558,764 shares of Common Stock of the Company shown above as owned by Chief Honour (and beneficially owned by Dr. Wanchun Hou), as further described in Item 2 below, Chief Honour and Dr. Wanchun Hou could also be deemed to beneficially own the shares of Common Stock of the Company beneficially owned by the other Reporting Persons, Mr. Qiang Li and Capital Melody. The Reporting Persons collectively own 16,156,983 shares of Common Stock of the Company, representing approximately 43.90% of the outstanding shares of Common Stock of the Company.

⁽⁶⁾ Based on 36,807,075 shares of Common Stock of the Company outstanding as of November 18, 2013, as disclosed in the Schedule 14A filed by the Company with the SEC on November 22, 2013.

CUSIP No. 89818A102

⁽⁷⁾ The 7,580,619 shares of Common Stock of the Company are owned by Capital Melody. Mr. Lao Chi Weng owns 100% of the outstanding ordinary shares of Capital Melody, but he does not have the power to vote or dispose of any of the shares of Common Stock of the Company owned by Capital Melody. Pursuant to a share transfer agreement dated September 21, 2009 by and between Lao Chi Weng, as transferor, and Mr. Qiang Li, as transferee (the “Li STA”), Lao Chi Weng has irrevocably and unconditionally granted to Mr. Qiang Li the right to acquire any or all of the 1,000 outstanding shares of Capital Melody at a nominal price of US$1.00 at any time after February 14, 2012. In addition, pursuant to the Entrustment Agreement, Party A has authorized Dr. Wanchun Hou and Mr. Qiang Li to act on behalf of Party A as the exclusive agents with respect to all matters concerning Party A’s shareholding in the Company, including the exercise of all of the shareholder’s rights and shareholder’s voting rights enjoyed by Party A in the shares of Common Stock of the Company owned by Party A, which consist of the 8,558,764 shares of Common Stock of the Company owned by Chief Honour and 7,580,619 shares of Common Stock of the Company owned by Capital Melody. For additional information regarding these agreements, see Item 2 below.

⁽⁸⁾ In addition to the 7,598,219 shares of Common Stock of the Company shown above as beneficially owned by Mr. Qiang Li, as further described in Item 2 below, Mr. Qiang Li could also be deemed to beneficially own the shares of Common Stock of the Company beneficially owned by the other Reporting Persons, Mr, Wanchun Hou and Chief Honour. The Reporting Persons collectively own 16,156,983 shares of Common Stock of the Company, representing approximately 43.90% of the outstanding shares of Common Stock of the Company.

⁽⁹⁾ Based on 36,807,075 shares of Common Stock of the Company outstanding as of November 18, 2013, as disclosed in the Schedule 14A filed by the Company with the SEC on November 22, 2013.

CUSIP No. 89818A102

⁽¹⁰⁾ The 7,580,619 shares of Common Stock of the Company are owned by Capital Melody. Mr. Lao Chi Weng owns 100% of the outstanding ordinary shares of Capital Melody, but he does not have the power to vote or dispose of any of the shares of Common Stock of the Company owned by Capital Melody. Pursuant to the Li STA, Lao Chi Weng has irrevocably and unconditionally granted to Mr. Qiang Li the right to acquire any or all of the 1,000 outstanding shares of Capital Melody at a nominal price of US$1.00 at any time after February 14, 2012. In addition, pursuant to the Entrustment Agreement, Party A has authorized Dr. Wanchun Hou and Mr. Qiang Li to act on behalf of Party A as the exclusive agents with respect to all matters concerning Party A’s shareholding in the Company, including the exercise of all of the shareholder’s rights and shareholder’s voting rights enjoyed by Party A in the shares of Common Stock of the Company owned by Party A, which consist of the 8,558,764 shares of Common Stock of the Company owned by Chief Honour and 7,580,619 shares of Common Stock of the Company owned by Capital Melody. For additional information regarding these agreements, see Item 2 below.

⁽¹¹⁾ In addition to the 7,580,619 shares of Common Stock of the Company shown above owned by Capital Melody (and beneficially owned by Mr. Qiang Li), as further described in Item 2 below, Capital Melody and Mr. Qiang Li could also be deemed to beneficially own the shares of Common Stock of the Company beneficially owned by the other Reporting Persons, Mr, Wanchun Hou and Chief Honour. The Reporting Persons collectively own 16,156,983 shares of Common Stock of the Company, representing approximately 43.90% of the outstanding shares of Common Stock of the Company.

⁽¹²⁾ Based on 36,807,075 shares of Common Stock of the Company outstanding as of November 18, 2013, as disclosed in the Schedule 14A filed by the Company with the SEC on November 22, 2013.

This amendment No. 1 (this “Amendment No. 1”) is filed jointly by Dr. Wanchun Hou (“Dr. Hou”), Chief Honour, Mr. Qiang Li (“Mr. Li”) and Capital Melody. Dr. Hou, Chief Honour, Mr. Li and Capital Melody are collectively referred to herein as the “Reporting Persons.”

This Amendment No. 1 amends and supplements the Schedule 13D jointly filed by the Reporting Persons with respect to shares of common stock, par value $0.001 per share (“Common Stock”), of Trunkbow International Holdings Limited, a Nevada corporation (the “Company”), filed with the United States Securities and Exchange Commission (the “SEC”) on November 6, 2012 (the “Original Schedule 13D”).

The first paragraph in (a)-(f) of Item 2 of the Original Schedule 13D is hereby amended and restated as follows:

This Amendment No. 1 is filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Exchange Act by reason of the Merger Agreement, the Contribution Agreement, the Equity Commitment Letter, the Limited Guaranty (each as defined below) and the Entrustment Agreement as described in Item 4 below.

The third paragraph of Item 3 of the Original Schedule 13D is hereby amended and restated as follows:

As further described in Item 4 below, the transactions contemplated by the Merger Agreement, including the Merger (as defined below), will be financed by cash equity financing provided by Dr. Hou and Mr. Li pursuant to the terms and conditions of the Equity Commitment Letter (as defined below) and the contribution by the Reporting Persons of Rollover Shares (as defined below) to Parent pursuant to the Contribution Agreement. Chief Honour and Capital Melody have also arranged a term loan facility with China Minsheng Banking Corp., Ltd., Hong Kong Branch (“HK Minsheng Bank”) in accordance with the Facility Letter (as defined below), which will be secured by a standby letter of credit (the “SBLC”) to be issued by China Minsheng Banking Corporation Limited (“PRC Minsheng Bank”) in favor of HK Minsheng Bank and the SBLC will in turn be secured by the personal assets of Dr. Hou and Mr. Li located within the PRC. The proceeds from the term loan will be used for dividend distribution to the shareholders of Chief Honour and Capital Melody and Dr. Hou and Mr. Li will cause the proceeds of such distribution to be used to fund the equity financing under the Equity Commitment Letter.

The information contained on each of the cover pages of this Amendment No. 1 and the information set forth in or incorporated by reference in Items 4 of the Original Schedule 13D, as amended by this Amendment No. 1, are hereby incorporated herein by reference.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

Merger Agreement

On December 10, 2013, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Trunkbow Merger Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”) and Trunkbow International Merger Sub Limited, a Nevada corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”).

The Merger Agreement provides for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). Under the terms of the Merger Agreement, at the effective time of the Merger, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive an amount in cash equal to US$1.46 (the “Merger Consideration”), without any interest thereon, except for the shares of Common Stock (i) held by the Company as treasury stock or beneficially owned by any wholly owned subsidiary of the Company, or (ii) beneficially owned by Parent or Merger Sub, including the Rollover Shares (as defined below). All of the shares of Common Stock converted into the right to receive the Merger Consideration will no longer be outstanding and will automatically be cancelled and cease to exist as of the effective time of the Merger. All of the Rollover Shares will be cancelled without any consideration as of the effective time of the Merger.

The Merger is subject to customary closing conditions, including, but not limited to, adoption of the Merger Agreement by the affirmative vote of both (i) the holders of a majority of the outstanding shares of Common Stock and (ii) holders of a majority of the outstanding shares of Common Stock (excluding the Rollover Shares).

Parent and Merger Sub agreed to cause Dr. Hou and Mr. Li to deposit within two months after the date of the Merger Agreement US$30,150,000 (the “Escrow Amount”) in cash into a designated interest-bearing escrow account, which will be jointly controlled by the Company and Parent until the earlier of the closing date of the Merger and the date on which the Merger Agreement is validly terminated. At or prior to the effective time of the Merger, the Escrow Amount shall be used to fund the equity financing pursuant to the terms and conditions of the Equity Commitment Letter and released into the account of an exchange agent for the benefit of the Company’s stockholders.

If the transactions contemplated by the Merger Agreement are consummated, the Company will become a privately held company beneficially owned by Dr. Hou and Mr. Li and the shares of Common Stock of the Company will no longer be listed on the NASDAQ Global Market.

Contribution Agreement

Concurrently with the execution of the Merger Agreement, the Reporting Persons entered into a contribution agreement with Parent (the “Contribution Agreement”), pursuant to which they agreed that, immediately prior to the closing of the Merger and without further action by the Reporting Persons, all of the 16,156,983 shares of Common Stock of the Company beneficially owned by the Reporting Persons (the “Rollover Shares”) will be contributed to Parent in exchange for the newly issued shares of Parent.

The Reporting Persons agreed, with respect to the Rollover Shares beneficially owned by such Reporting Person, to vote (i) in favor of the approval of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof, (ii) in favor of any matters necessary for the consummation of the transactions contemplated by the Merger Agreement, (iii) against the approval of any alternative acquisition proposal or the approval of any other action contemplated by an alternative acquisition proposal, (iv) against any action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay or postpone, discourage or adversely affect the Merger Agreement or the transactions contemplated therein and (v) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement, or of any Reporting Person contained in the Contribution Agreement. In addition, the Reporting Persons agreed to appoint Parent and any other designee of Parent as their proxy and attorney-in-fact (with full power of substitution) to vote their Rollover Shares as indicated above.

Equity Commitment Letter

Concurrently with the execution of the Merger Agreement, Dr. Hou and Mr. Li entered into a commitment letter (the “Equity Commitment Letter”) with Parent, pursuant to which Dr. Hou and Mr. Li committed, on a joint and several basis, to purchase, or cause the purchase of, at or immediately prior to the effective time of the Merger, equity interests of Parent for an aggregate cash purchase price equal to US$30,150,000, which will be used by Parent solely for the purpose of funding the aggregate amount of the Merger Consideration required to be paid by Parent to consummate the Merger in accordance with the Merger Agreement, together with all related fees and expenses.

Limited Guaranty

Concurrently with the execution of the Merger Agreement, Dr. Hou and Mr. Li entered into a limited guaranty (the “Limited Guaranty”) with the Company, pursuant to which each of Dr. Hou and Mr. Li absolutely, unconditionally and irrevocably guaranteed to the Company, severally but not jointly, on the terms and subject to the conditions therein, the due and punctual payment when due of his percentage (Dr. Hou as to 52.97% and Mr. Li as to 47.03%) of the payment obligations of Parent to the Company with respect to the termination fee that may be payable by Parent to the Company under the Merger Agreement.

The Limited Guaranty will terminate as of the earliest of (i) the effective time of the Merger, (ii) the termination of the Merger Agreement in accordance with its terms where the termination fee to be paid by Parent to the Company is not payable and there is no unpaid expense obligation of Parent, and (iii) in the case of a termination of the Merger Agreement for which the termination fee to be paid by Parent to the Company is payable, the date falling 90 days after such termination, or if the Company has made a written claim with respect to the guaranteed obligations under this Limited Guaranty prior to such a date, the time upon the final, non-appealable resolution of such action or satisfaction of the guaranteed obligations.

Facility Letter

Chief Honour and Capital Melody entered into a facility letter with HK Minsheng Bank, dated December 6, 2013 (the “Facility Letter”), pursuant to which HK Minsheng Bank will provide a term loan facility in the aggregate amount of up to US$30,150,000 to Chief Honour and Capital Melody and the loan proceeds may be used for dividend distribution to the shareholders of Chief Honour and Capital Melody.

The descriptions of the Merger Agreement, the Contribution Agreement, the Equity Commitment Letter, the Limited Guaranty and the Facility Letter set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, the Contribution Agreement, the Equity Commitment Letter, the Limited Guaranty and the Facility Letter, which have been filed as Exhibits 7.06, 7.07, 7.08, 7.09 and 7.10 respectively, and are incorporated herein by this reference.

(a) – (b) of Item 5 of the Original Schedule 13D is hereby amended as follows:

Each reference of “(based on 36,807,075 shares of Common Stock of the Company outstanding as of November 6, 2012, as provided by the Company)” is replaced with “(based on 36,807,075 shares of Common Stock of the Company outstanding as of November 18, 2013, as disclosed in the Schedule 14A filed by the Company with the SEC on November 22, 2013)”.

Item 5(c) of the Original Schedule 13D is hereby updated as follows:

(c) Except as described in this Amendment No. 1, the Reporting Persons did not effect any transactions in the Company’s securities within the past 60 days.

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

The information regarding the Merger Agreement, the Contribution Agreement, the Equity Commitment Letter, the Limited Guaranty and the Facility Letter under Item 4 is incorporated herein by reference in its entirety.

Item 7 of the Original Schedule 13D is hereby amended and restated as follows: 

† Previously filed on November 6, 2012

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Exhibit 7.07

Execution Version

CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of December 10, 2013, by and among Trunkbow Merger Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Chief Honour Investments Limited, a business company with limited liability incorporated under the laws of British Virgin Islands (“Chief Honour”), Capital Melody Limited, a business company with limited liability incorporated under the laws of British Virgin Islands (“Capital Melody”), Dr. Wanchun Hou (People’s Republic of China Passport No. G34572959) and Mr. Qiang Li (People’s Republic of China Passport No. G38438782). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, concurrently herewith, Parent, Trunkbow International Merger Sub Limited, a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Trunkbow International Holdings Limited, a Nevada corporation (the “Company”) are entering into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), which provides for, among other things, the merger of Merger Sub with and into the Company (the “Merger”) with the Company continuing as the surviving corporation of the Merger;

WHEREAS, as of the date hereof, Chief Honour is the registered stockholder of 8,558,764 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), Capital Melody is the registered stockholder of 7,580,619 Shares and Mr. Qiang Li directly owns 17,600 Shares (collectively, the “Rollover Shares”);

WHEREAS, pursuant to an entrustment agreement dated May 30, 2011 by and among Chief Honour, Capital Melody, Dr. Wanchun Hou and Mr. Qiang Li (as it may be amended, supplemented or otherwise modified from time to time, the “Entrustment Agreement”), Chief Honour and Capital Melody have authorized Dr. Wanchun Hou and Mr. Qiang Li to act on behalf of them as the exclusive agents for the exercise of all of the shareholder’s rights, including shareholder’s voting rights, of Chief Honour and Capital Melody with respect to the Shares held by them (Chief Honour, Capital Melody, Dr. Wanchun Hou and Mr. Qiang Li, collectively, the “Rollover Shareholders”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, including the Merger (the “Transaction”), the Rollover Shareholders agree to contribute the Rollover Shares to Parent in exchange for the number of newly issued ordinary shares of Parent as set forth opposite the relevant Rollover Shareholder’s name on Schedule A (the “Parent Shares”) in accordance with the terms of this Agreement;

WHEREAS, the Rollover Shareholders agree to vote or cause to be voted all of the Rollover Shares in accordance with the terms of this Agreement;

WHEREAS, in order to induce Parent and Merger Sub to enter into the Merger Agreement and consummate the Transaction, the Rollover Shareholders are entering into this Agreement;

WHEREAS, the board of directors of the Company (the “Company Board”), acting upon the unanimous recommendation of a special committee of the Company Board comprising three members of the Company Board who are not affiliated with Parent or Merger Sub and are not members of the Company’s management, has unanimously approved this Agreement; and

WHEREAS, the Rollover Shareholders acknowledge that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Rollover Shareholders set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Parent and the Rollover Shareholders hereby agree as follows:

1.            Contribution of Rollover Shares. Subject to the conditions set forth herein, immediately prior to the Closing and without further action by the Rollover Shareholders, all of shareholder’s right, title and interest in and to the Rollover Shares shall be contributed, assigned, transferred and delivered to Parent.

2.            Issuance of Parent Shares. In consideration for the contribution, assignment, transfer and delivery of the Rollover Shares to Parent pursuant to Section 1 and immediately prior to the Closing, Parent shall issue to the relevant Rollover Shareholder or his or its Affiliate, as the case may be, the number of Parent Shares set forth opposite the relevant Rollover Shareholder’s name on Schedule A.

3.            Closing. Subject to the satisfaction in full (or waiver) of all of the conditions set forth in Sections 7.1 and 7.2 of the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the contribution of the Rollover Shares and issuance of Parent Shares contemplated hereby shall take place immediately prior to the Closing.

4.            Deposit of Rollover Shares. No later than three (3) Business Days prior to the Closing, the Rollover Shareholders and any of their respective Affiliates and agents holding certificates evidencing any Rollover Shares shall deliver or cause to be delivered to Parent all certificates representing the Rollover Shares in such Person’s possession, for disposition in accordance with the terms of this Agreement (the “Share Documents”). The Share Documents shall be held by Parent or any agent authorized by Parent until the Closing.

5.            Voting of the Shares; Proxy Card.

(a)            The Rollover Shareholders hereby irrevocably and unconditionally agree that, during the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms, at any meeting (whether annual or extraordinary and whether or not an adjourned or postponed meeting) of the holders of the Shares, however called, the Rollover Shareholders and their respective Affiliates that shall have acquired beneficial ownership of any Shares of the Company after the date hereof and prior to the termination of this Agreement will appear at such meeting or otherwise cause the Rollover Shares to be counted as present thereat for purposes of establishing a quorum and vote (or cause to be voted) the Rollover Shares (i) in favor of the approval of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof, (ii) in favor of any matters necessary for the consummation of the Transaction, (iii) against the approval of any Acquisition Proposal or the approval of any other action contemplated by an Acquisition Proposal, (iv) against any action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interface with, delay or postpone, discourage or adversely affect the Merger Agreement or the Transaction and (v) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement, or of any Rollover Shareholder contained in this Agreement. As used in this Agreement, “beneficially own” or “beneficial ownership” with respect to any securities means having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act.

(b)            Subject to applicable Laws, the Rollover Shareholders hereby irrevocably appoint Parent and any designee thereof as its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written consent, if applicable) the Rollover Shares in accordance with this Section 5 at any annual or extraordinary meeting of the holders of the Shares of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in this Section 5 is to be considered. The Rollover Shareholders hereby represent that all proxies, powers of attorney, instructions or other requests given by the Rollover Shareholders prior to the execution of this Agreement in respect of the voting of the Rollover Shares, if any, are not irrevocable and the Rollover Shareholders hereby revoke (or cause to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to the Rollover Shares. The Rollover Shareholders shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy, including, without limitation, execution and delivery of separate proxy instruments.

(c)            The Rollover Shareholders hereby affirm that the irrevocable proxy set forth in this Section 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Rollover Shareholders under this Agreement. The Rollover Shareholders hereby further affirm that the irrevocable proxy is coupled with an interest and is intended to be irrevocable prior to the termination of this Agreement in accordance with its terms. If for any reason the proxy granted herein is not irrevocable, then the Rollover Shareholders agree to vote the Rollover Shares in accordance with this Section 5.

6.            Irrevocable Election.

(a)            The execution of this Agreement by the Rollover Shareholders evidences, subject to Section 9 and the proviso in Section 22, the irrevocable election and agreement by the Rollover Shareholders to the contribution of the Rollover Shares in exchange for Parent Shares and the voting of the Rollover Shares, in each case on the terms and conditions set forth herein. In furtherance of the foregoing, the Rollover Shareholders covenant and agree that from the date hereof until any termination of this Agreement pursuant to Section 9, the Rollover Shareholders shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of, any Rollover Shares or any right, title or interest thereto or therein (including by operation of law), including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Rollover Shares and that (x) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholders’ economic interest in the Rollover Shares and/or (y) grants a third party the right to vote or direct the voting of any Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement with respect to any Rollover Shares other than the Entrustment Agreement, (iv) knowingly take any action that would make any representation or warranty of the Rollover Shareholders set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholders from performing any of their obligations under this Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer in violation of this paragraph shall be void.

(b)            The Rollover Shareholders further covenant and agree that the Rollover Shareholders shall promptly (and in any event within twenty-four (24) hours) notify Parent of any Shares with respect to which beneficial ownership is acquired by any Rollover Shareholder, including, without limitation, by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, if any, after the date hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and Schedule A shall be deemed amended accordingly.

(c)            Unless required by law or legal process, the Rollover Shareholders shall not, and shall cause their Affiliates and representatives not to, make any press release, public announcement or other public communication that criticizes or disparages this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, without the prior written consent of Parent. The Rollover Shareholders (a) consent to and authorize the publication and disclosure by Parent of the Rollover Shareholders' identities and ownership of the Rollover Shares and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines in its good faith judgment is required to be disclosed by law (including the rules and regulations of the U.S. Securities and Exchange Commission) in any press release, any Current Report on Form 8-K, the Proxy Statement, the Schedule 13E-3 and any other disclosure document in connection with the Merger Agreement and any filings with or notices to any Governmental Entity in connection with the Merger Agreement (or the transactions contemplated thereby) and (b) agree promptly to give to Parent any information it may reasonably request for the preparation of any such documents.

7.            Representations and Warranties of the Rollover Shareholders. The Rollover Shareholders jointly make the following representations and warranties to Parent, each and all of which shall be true and correct as of the date of this Agreement and as of the Closing:

(a)            Ownership of Shares. (i) The Rollover Shareholders (A) are and will be the record or beneficial owners of, and have and will have good and valid title to, the Rollover Shares set forth opposite its name in Schedule A, free and clear of any Liens other than as provided by this Agreement; and (B) have and will have sole or shared (together with Affiliates controlled by the Rollover Shareholders) voting power, power of disposition and power to demand appraisal rights (if applicable), in each case with respect to the Rollover Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable Laws and the terms of this Agreement and the Entrustment Agreement; (ii) the Rollover Shares will not be subject to any voting trust agreement or other Contract to which any Rollover Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Rollover Shares other than this Agreement and the Entrustment Agreement; and (iii) the Rollover Shareholders have not Transferred any Rollover Shares pursuant to any Derivative Transaction. As of the date hereof, other than the Rollover Shares, no Rollover Shareholder owns, beneficially or of record, any Shares, securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities). The Rollover Shareholders have not appointed or granted any proxy or power of attorney that will be in effect as of the Closing with respect to any Rollover Shares, except as contemplated by this Agreement.

(b)            Standing and Authority. Each Rollover Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by each Rollover Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of each Rollover Shareholder, enforceable against each Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If any Rollover Shareholder that is a natural person is married, and any of the Rollover Shares constitutes community property of such Rollover Shareholder or otherwise needs spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder’s spouse, enforceable against such Rollover Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c)            Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of any Rollover Shareholder for the execution, delivery and performance of this Agreement by any Rollover Shareholder or the consummation by any Rollover Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by any Rollover Shareholder nor the consummation by any Rollover Shareholder of the transactions contemplated hereby, nor compliance by any Rollover Shareholder with any of the provisions hereof will (A) conflict with or violate any provision of the organizational documents of any Rollover Shareholder which is an entity, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of any Rollover Shareholder pursuant to any Contract to which any Rollover Shareholder is a party or by which any Rollover Shareholder or any property or asset of any Rollover Shareholder is bound or affected, (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any Rollover Shareholder or any of any Rollover Shareholder’s properties or assets, or (D) require the consent or approval of any other Person, except with respect to (B), (C) and (D), for any such conflict, violation, default, or other occurrence which would not, individually or in the aggregate, materially impair the ability of such Rollover Shareholder to perform his or its obligations hereunder.

(d)            Litigation. Except as disclosed in the Company SEC Reports, there is no action, suit, investigation, complaint or other Proceeding pending against any Rollover Shareholder or, to the knowledge of any Rollover Shareholder, any other Person or, to the knowledge of any Rollover Shareholder, threatened against any Rollover Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by any Rollover Shareholder of its obligations under this Agreement.

(e)            Reliance. Each Rollover Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Rollover Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Rollover Shareholder contained herein.

(f)            Receipt of Information. Each Rollover Shareholder has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning the Parent Shares. Each Rollover Shareholder acknowledges that it has been advised to discuss with his or its own counsel the meaning and legal consequences of such Rollover Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby.

8.            Representations and Warranties of Parent. Parent represents and warrants to the Rollover Shareholders that:

(a)            Organization, Standing and Authority. Parent is duly organized, validly existing and in good standing under the laws of the British Virgin Islands and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Rollover Shareholders subject to the proviso in Section 22, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(b)            Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act and laws of the British Virgin Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the provisions hereof will (A) conflict with or violate any provision of the organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which such Parent or any property or asset of Parent is bound or affected, (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of Parent’s properties or assets, or (D) require the consent or approval of any other Person, except with respect to (B), (C) and (D), for any such conflict, violation, default, or other occurrence which would not, individually or in the aggregate, materially impair the ability of Parent to perform its obligations hereunder.

(c)            Issuance of Parent Shares. The Parent Shares to be issued under this Agreement shall have been duly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Liens, preemptive rights, rights of first refusal, subscription and similar rights (other than restrictions arising under any applicable securities laws or agreements entered into by the Rollover Shareholders) when issued.

9.            Termination. This Agreement, and the obligations of the Rollover Shareholders hereunder, will terminate immediately upon the valid termination of the Merger Agreement in accordance with its terms; provided, however, that the provisions set forth in Sections 6(c) and 10 through 24 shall survive the termination of this Agreement; provided further, that Parent shall promptly return any Share Documents that have been delivered to Parent prior to such termination to the Rollover Shareholders at their respective addresses set forth on Schedule A and take all such actions as necessary to restore the Rollover Shares to the position he or it was in with respect to ownership of the Rollover Shares prior to such deposit.

10.          Further Assurances. The Rollover Shareholders hereby covenant that, from time to time, the Rollover Shareholders will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, such further acts, conveyances, transfers, assignments, powers of attorney and assurances necessary to perform their obligations in accordance with the terms of this Agreement.

11.          Amendments and Modification. This Agreement may not be amended, altered, supplemented or otherwise modified except upon the execution and delivery of a written agreement executed by each party hereto.

12.          Waiver. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

13.          Survival of Representations and Warranties. All representations, warranties and agreements of the Rollover Shareholders or Parent contained herein shall survive the execution and delivery of this Agreement, the issuance of the Parent Shares and the consummation of the transactions contemplated hereby.

14.          Notices. All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given (a) upon receipt if delivered personally, or if by facsimile, upon confirmation of receipt by facsimile, (b) one (1) Business Day after being sent by express courier service, or (c) three (3) Business Days after being sent by registered or certified mail, return receipt requested. All notices hereunder shall be delivered to the addresses set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to Parent:

Room D, 5/F of Noble Center

No. 1006 Fuzhong San Road, Futian District

Shenzhen 518026

P.R.China

Attention: Dr. Wanchun Hou and Mr. Qiang Li

with a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

Twin Towers – West (23Fl)

12 B Jianguomenwai Avenue

Chaoyang District, Beijing 100022, PRC

Attention: Ling Huang and W. Clayton Johnson

Facsimile: +86 10 5879 3902

E-mail:  lhuang@cgsh.com; cjohnson@cgsh.com

15.          Entire Agreement. This Agreement (together with the Merger Agreement to the extent referred to in this Agreement) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.

16.          Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, except as specifically set forth in this Agreement.

17.          Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to the choice of Law principles thereof, except that matters relating to the fiduciary duties of the board of Parent and internal corporate affairs of Parent shall be governed by the Laws of the British Virgin Islands.

18.          Jurisdiction; Waiver of Jury Trial.

(a)            The parties agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions shall be brought in any U.S. federal court or state court of New York sitting in the Borough of Manhattan, the City of New York. Each of the parties submits to the jurisdiction of any such court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the Transactions, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such Proceeding. Each party irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding brought in any such court has been brought in an inconvenient forum.

(b)            EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS REFERRED TO IN THIS AGREEMENT, THE TRANSACTION OR THEREBY, OR THE ACTIONS OF PARENT OR THE ROLLOVER SHAREHOLDERS IN NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

19.          Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void; provided that a Rollover Shareholder may assign its rights under this Agreement to one or more of its Affiliates without the prior written consent of the other parties; provided further, that no assignment will relieve the assignor of its obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

20.          Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity. Each party hereby waives (i) any defense in any action for specific performance that a remedy at Law would be adequate, and (ii) any requirement under any law to post security as a prerequisite to obtaining equitable relief.

21.          Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Laws, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

22.          Counterparts. This Agreement may be executed in two (2) or more counterparts, and by facsimile or, pdf format, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party; provided, however, that if any Rollover Shareholder fails for any reason to execute, or perform their obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

23.          Headings. The section headings in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

24.          No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

[Signature Page to Follow]

IN WITNESS WHEREOF, Parent and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.

Contribution Agreement

Signature Page

Contribution Agreement

Signature Page

SCHEDULE A TO CONTRIBUTION AGREEMENT

[Schedule A to Contribution Agreement]

Exhibit 7.08

Execution Version

COMMITMENT LETTER

December 10, 2013

Trunkbow Merger Group Limited

Room D, 5/F of Noble Center

No. 1006 Fuzhong San Road, Futian District

Shenzhen 518026

P. R. China

Ladies and Gentlemen:

This letter agreement sets forth the commitment of Dr. Wanchun Hou and Mr. Qiang Li, collectively (the “Sponsors”), subject to the terms and conditions contained herein, to purchase equity interests of Trunkbow Merger Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Trunkbow International Holdings Limited, a Nevada corporation (the “Company”), Parent, and Trunkbow International Merger Sub Limited, a Nevada corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct, wholly owned subsidiary of Parent. Capitalized terms used in this letter agreement and not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

1.          Equity Commitment.

(a)        Each Sponsor hereby commits, on a joint and several basis with the other Sponsor, subject to the terms and conditions set forth herein, that he shall purchase, or shall cause the purchase of, immediately prior to the Effective Time, equity interests of Parent (or one or more Affiliates of Parent organized to consummate the Merger) for an aggregate cash purchase price in immediately available funds equal to $30,150,000 subject to adjustment pursuant to Section 1(b) below (the “Equity Commitment”), which will be used by Parent solely for the purpose of funding the aggregate Merger Consideration required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with all related fees and expenses.

(b)          The Sponsors may effect the funding of the Equity Commitment directly or indirectly through one or more Affiliates of the Sponsors. The Sponsors will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Parent and/or Merger Sub. In the event Parent does not require an amount equal to the sum of the Equity Commitment in order to consummate the Merger, the amount of the Equity Commitment to be funded under this letter agreement shall be reduced by Parent, to the level sufficient to, in combination with the other financing arrangements contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the Transactions.

2.          Conditions. The Equity Commitment shall be subject only to (a) the execution and delivery of the Merger Agreement by the Company and (b) the satisfaction or waiver at or prior to the closing of the Merger (the “Closing”) of each of the conditions set forth in Section 7.1 and Section 7.2 of the Merger Agreement (other than any conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions).

3.          Limited Guaranty. Concurrently with the execution and delivery of this letter agreement, the Sponsors are executing and delivering to the Company a limited guaranty related to Parent’s and Merger Sub’s payment obligations with respect to the Parent Termination Fee under the Merger Agreement (the “Limited Guaranty”). Other than with respect to the Company’s rights described in the Sections 4 hereof, the Company’s rights against Parent and Merger Sub pursuant to the Merger Agreement, the Company’s right to assert the Retained Claims (as such term is defined under the Limited Guaranty) and the Company’s remedies against the Sponsors under the Limited Guaranty (as set forth in and in accordance with the terms of the Limited Guaranty) shall be, and are intended to be, the sole and exclusive direct or indirect remedies (whether at law or in equity, whether in contract, tort, statute or otherwise) available to the Company and its Affiliates (or to any Person purporting to claim by or through the Company or any of its Affiliates or for the benefit of any of them) against the Sponsors and the Non-Recourse Parties (as defined in the Limited Guaranty) in respect of any claims, liabilities or obligations arising with respect to this letter agreement, the Merger Agreement or the Limited Guaranty and the transactions contemplated hereby and thereby, including without limitation in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not Parent’s or Merger Sub’s breach is caused by the Sponsors’ breach of its obligations under this letter agreement.

4.          Enforceability; Third-Party Beneficiary. This letter agreement shall inure to the benefit of and be binding upon Parent and the Sponsors and their respective successors and permitted assigns; provided that the Company is an express third-party beneficiary of this letter agreement. This letter agreement may only be enforced (i) by Parent at the direction of the Sponsors, and (ii) by the Company pursuant to the Company’s right to seek specific performance to enforce the Sponsors’ obligation to fund the Equity Commitment in accordance with Section 1 hereof and pursuant to Section 9.8 of the Merger Agreement.  Parent’s creditors shall have no right to enforce this letter agreement or cause Parent or any other Person to enforce this letter agreement.

5.          No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent, the Sponsors and the Company. Together with the Merger Agreement, the Contribution Agreement and the Limited Guaranty, this letter agreement constitutes the entire agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsors or any of his Affiliates, on the one hand, and Parent or any of its Affiliates (other than the Sponsors and any of his Affiliates), on the other, with respect to the transactions contemplated hereby. Each of the parties hereto acknowledges that each party hereto and his (or its) respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

6.          Governing Law; Jurisdiction; Venue. This letter agreement shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to the choice of Law principles thereof. The parties agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of or in connection with this letter agreement shall be brought in any U.S. federal court or state court of New York sitting in the Borough of Manhattan, the City of New York. Each of the parties submits to the jurisdiction of any such court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this letter agreement, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such Proceeding. Each party irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding brought in any such court has been brought in an inconvenient forum.

7.          Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS REFERRED TO IN THIS LETTER AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF EACH OF THE PARTIES HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS LETTER AGREEMENT.

8.          Counterparts. This letter agreement shall not be effective until it has been executed and delivered by both parties hereto. This letter agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, but all such counterparts shall together constitute one and the same agreement. This letter agreement may be executed and delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, and in the event this letter agreement is so executed and delivered, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

9.          Termination. The obligation of the Sponsors to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms and receipt of the payment of all of the Parent Termination Fee that becomes due and payable pursuant to Section 8.5(c) of the Merger Agreement, (b) the Effective Time, at which time the obligation will be discharged but subject to the performance of such obligation, (c) the Company or any of its Affiliates asserting a claim against the Sponsors or any Non-Recourse Party in connection with this letter agreement, the Merger Agreement, the Limited Guaranty or any of the transactions contemplated hereby or thereby or otherwise relating hereto or thereto, other than the Company asserting a claim under this letter agreement in accordance with Section 4 hereof or asserting any Retained Claim (as such term is defined under the Limited Guaranty) pursuant to Section 10 of the Limited Guaranty and (d) the Company or any of its Affiliates, or any Person claiming by, through or for the benefit of the Company, accepting all of the Parent Termination Fee pursuant to the Merger Agreement or accepting the Guaranteed Obligations from the Guarantors under the Limited Guaranty.

10.        Representations and Warranties. The Sponsors jointly and severally represent and warrant to Parent that (a) the Sponsors have the authority to execute, deliver and perform this letter agreement; (b) this letter agreement has been duly and validly executed and delivered by the Sponsors and constitutes a valid and legally binding obligation of the Sponsors, enforceable against him in accordance with the terms of this letter agreement (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (c) the Sponsors will have available funds immediately prior to Closing in excess of the Equity Commitment plus the aggregate amount of all other commitments and obligations that are then due and payable but remain unpaid by the Sponsor; (d) no action by, and no notice to, approval or consent by, or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement by the Sponsors; and (e) the execution, delivery and performance of this letter agreement by the Sponsors do not violate any applicable Law or judgment binding on the Sponsors or the assets of the Sponsors, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any agreement binding on the Sponsors.

11.        No Assignment. The Sponsors’ obligations to fund the Equity Commitment may not be assigned, except that the Sponsors may assign all or a portion of its obligations to fund the Equity Commitment to any of the Sponsors’ Affiliates; provided, that, any such assignment shall not relieve the Sponsors of its obligations under this letter agreement to the extent not performed by such Affiliate. Parent may not assign its rights to any of its Affiliates or other entity owned directly or indirectly by the beneficial owners of Parent, without the prior written consent of the Sponsors (which shall be given or withheld solely in the discretion of the Sponsors). Any transfer in violation of this section shall be null and void.

12.        Notices. All notices, requests, claims, demands and other communications required or permitted to be given under this letter agreement shall be given in the manner specified in the Merger Agreement (and shall be deemed given as specified therein) as follows:

(a)          if to the Sponsors:

Dr. Wanchun Hou/Mr. Qiang Li

Unit 1217-1218, 12F of Tower B,

Gemdale Plaza, No. 91 Jianguo Road, Chaoyang District,

Beijing 100022,

People’s Republic of China

with a copy to (which shall not constitute notice):

Cleary Gottlieb Steen & Hamilton LLP

Twin Towers - West (23Fl), Jianguomenwai Da Jie

Chaoyang District

Beijing 100022, China

Attention: Ling Huang and W. Clayton Johnson

Facsimile: +852 2160 1087

Email: lhuang@cgsh.com and cjohnson@cgsh.com

(b)          if to Parent, to:

Trunkbow Merger Group Limited

Room D, 5/F of Noble Center

No. 1006 Fuzhong San Road, Futian District

Shenzhen 518026

People’s Republic of China

with a copy to (which shall not constitute notice):

Cleary Gottlieb Steen & Hamilton LLP

Twin Towers - West (23Fl), Jianguomenwai Da Jie

Chaoyang District

Beijing 100022, China

Attention: Ling Huang and W. Clayton Johnson

Facsimile: +852 2160 1087

Email: lhuang@cgsh.com and cjohnson@cgsh.com

[Signature Page Follows]

Sincerely,

Agreed to and accepted:

[SIGNATURE PAGE TO COMMITMENT LETTER]

Exhibit 7.10

Chief Honour Investment Limited

P.O. Box 957,

Offshore Incorporations Centre,

Road Town,

Tortola, British Virgin Islands.

Capital Melody Limited

P.O. Box 957,

Offshore Incorporations Centre,

Road Town,

Tortola, British Virgin Islands.

Dear Sir(s),

We are pleased to offer to you the following facilities (collectively the “Facilities”) on the following terms:-

Chief Honour Investment Limited (“CHIL”)

Capital Melody Limited (“CML”) 

(collectively, the “Co-Borrowers”)

A Term Loan Facility of up to USD30,150,000.00 to be repaid by bullet repayment on which the date before seven (7) business day of the expiry date of the Standby Letter of Credit to be issued by China Minsheng Banking Corporation Limited, PRC Branch (the “Issuing Bank”); or the date falling 12 months after the date of drawing; or such shorten day as we may determine at our sole discretion, whichever is earlier (the “Final Repayment Date”);

The loan interest is charged at 3 months LIBOR plus 3.3% per annum for the whole period of the loan and the interest period is fixed for 3 months and interest shall be payable to us on the first day of each interest period that no interest period can overrun the Final Repayment Date. For the avoidance of doubt, the first interest shall be payable on the date of each drawing and to be deducted from the proceeds of that drawing;

A Term Loan Facility is available to be made by multiple drawings;

The loan proceeds of each drawing should be remitted directly to the account of your shareholder(s) for the payment of dividends.

The Facilities shall be secured by:

Standby Letter of Credit to be issued in favour of our Bank by the Issuing Bank in form and substance satisfactory to our Bank;

The Issuing Bank confirms that the issuance of the Standby Letter of Credit has fulfilled all relevant China Mainland legal and regulatory requirements.

The Facilities are granted on an uncommitted basis and subject to our review at our absolute discretion from time to time. As such, notwithstanding any other terms applicable to the Facilities, the Facilities (or any part thereof) shall be available until terminated by us either (a) by immediate written notice at our sole discretion at any time without cause, without having to give any reason and regardless of whether any default has occurred or whether any part of the Facilities has been utilized or (b) as per the terms applicable to the Facilities. Such period shall be known as the “Availability Period”.

In the event of any termination by us, you shall upon our further seven calendar days written notice repay all amounts owing/payable in respect of the Facilities and/or pay to us such cash amount sufficient to cover all contingent or future liabilities thereunder, provided always that overdraft and/or other similar types of facility may be terminated by us and shall be repayable to us upon immediate notice. For the avoidance of doubt, upon termination of such overdraft or facility, we shall not have any obligation to honour any cheque or similar instrument drawn that (i) is presented to us on or after the termination regardless of the date on which such cheque may have been drawn, or (ii) may cause the concerned current account to be overdrawn.

No Facility may be utilised until we have received and found to be satisfactory:

Commission Fee: 0.45% per annum on each of the actual drawdown amount and to be deducted from the proceeds of that drawing.

Notwithstanding any other provisions of this Letter or any other documents, all undrawn facilities are available at our sole discretion and may be cancelled by us without condition or notice. You shall, on demand by us at our discretion, pay to us (or as requested provide full cash cover for) all outstanding principal, accrued interest and other amounts owing and/or payable to us, whether actual or contingent, present or future. We may at any time vary, increase, reduce, suspend, cancel or replace the Facilities and any terms and conditions at our sole discretion, including the amount of any Facility, interest rates, fees and any security documents.

You hereby covenant that so long as the Facilities or any sum thereunder are outstanding, you will:

The Conditions are as set out in Schedule 1 attached hereto and shall apply as if set out herein verbatim.

This Letter shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). Each of you and the Bank agrees to submit to the non-exclusive jurisdiction of the Hong Kong courts but this Letter may be enforced in the courts of any competent jurisdiction and that the taking of any suit, action or proceedings arising out of or in connection with this Letter in one or more jurisdictions shall not preclude the taking of such suit, action or proceedings in any other jurisdiction whether concurrently or not.

Please confirm your acceptance of the above by signing and returning to us the attached copy of this Letter within 60 days from the date of this Letter. Otherwise, this offer will automatically lapse.

If you have any queries, please do not hesitate to contact Ms. Hildy Hu at (852) 2281 7056 who shall be pleased to assist you.

Schedule 1

Each payment (whether principal, interest or otherwise) under the Facilities will be made when due without any deduction or withholding, in immediately available and good funds and in the currency outstanding. If you are required by law to deduct or withhold any payment (including for taxes, levies or fees), you shall pay us such further sum to ensure that we received the same amount as if no deduction or withholding had been made.

You shall compensate us for any cost, loss and expense (including fund breakage cost) that we may incur/suffer in connection with any prepayment under the Facilities.

You represent to us that (i) you are duly incorporated under the laws of your country of incorporation with the power and authority to enter into and exercise your rights and perform your obligations under the Facilities, (ii) all actions required to authorise your execution of this Letter and your performance of your obligations under the Facilities have been duly taken and your exercise of your rights and performance of your obligations under the Facilities will neither contravene any law or regulations to which you are subject nor cause you to be in breach of or default under any agreement/document binding on you or any of your assets, (iii) your obligations under the Facilities are legal, valid, binding and enforceable against you, (iv) all governmental or other licenses, consents, registration, filings and authorisations requisite for such execution, delivery and performance have been obtained or complied with and are in full force and effect, and (v) each of these representations will remain correct and complied with so long as the Facilities and/or any sum thereunder remain outstanding.

The terms applicable to the Facilities shall benefit and be binding on yourselves and ourselves and your and our permitted assignees and respective successors.

You may not without our prior written consent assign or transfer any of your rights, benefits and obligations under the Facilities. We may grant participations, purchase insurance cover and/or enter into risk, credit, derivative, hedging or similar instruments (including collateralized debt obligation) in respect of any of our rights, benefits and obligations under the Facilities. We may assign or transfer any of our rights, benefits and obligations under the Facilities to any party without reference to you.

We are authorised to disclose information relating to the Facilities and/or you to any Security Party, any party in-charge of the allocation/control of the Facilities under an umbrella or similar structure (if applicable), any party for the purpose under paragraph 6 above (Assignment), including potential assignee and/or any person proposing or entering into a contractual relationship with us with respect to the Facilities. Where there is more than one borrower under the Facilities, we are also authorised to disclose the information to the other borrowers.

All costs and expenses (including legal fees, stamp duty, goods and services tax and any other taxes) incurred by us in connection with the enforcement of this Letter and/or the Facilities shall be for your account on a full indemnity basis.

No payment to us (whether under any judgement or court order or otherwise) shall discharge the outstanding amount in respect of which it was made unless and until we shall have received payment in full in the currency in which that payment was to be made in accordance with the terms of this Agreement (the “Relevant Currency”). To the extent the amount of any payment shall on conversion on such terms as we may determine into the Relevant Currency falls short of such outstanding amount expressed in the Relevant Currency, you shall indemnify us against the shortfall and we shall have a separate cause of action against you to recover the amount of the shortfall.

The Facilities are extended to you on the basis that you are fully aware that borrowing in and assuming payment obligations in different currencies could involve foreign exchange risks which may result in exchange losses to you. You accept full responsibility for your choice of the currency(ies) of the Facilities and in making available the Facilities, we do not imply any statement or warranty whatsoever as to the merit now or in future of the currency(ies) thereof.

If any term or provision of the Facilities be unenforceable or invalid, the other terms and provisions shall remain in force.

The Facilities are subject to the General Agreement. [The transactions under treasury facilities are also subject to the 2002 ISDA Master Agreement with Schedule.] If there is any inconsistency between the foregoing documents and this Letter, the terms of this Letter shall prevail.