Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Interim Review.

On December 17, 2012, the board of directors and the audit committee of China Growth Equity Investment Ltd. (the "Company") determined, based on the recommendation of management, and after consulting with its independent auditor, Crowe Horwath LLP that the Company should have accounted for its outstanding warrants as a derivative liability due to a restructuring provision contained in the warrants, instead of accounting for the warrants as a component of equity. As a result of this provision, the Company will be restating its consolidated financial statements for the years ended December 31, 2011 and the unaudited interim financial statements for the periods ended March 31, 2012, June 30, 2012 and 2011 and September 30, 2012 and 2011, respectively, to reflect the Company's warrants as a derivative liability with changes in the fair value recorded in the current period earnings.

The board of directors approved, authorized and directed the restatement of the financial statements for the periods stated above, and the filing of this Current Report on Form 8-K. The Company will file an amended Annual Report on Form 10-K for the year ended December 31, 2011 and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2012, June 30, 2012 and September 30, 2012, which will contain restated financial statements, as soon as practicable.

The Company's executive officers have discussed the matters disclosed in this Form 8-K with Crowe Horwath LLP.