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CS CHINA ACQUISITION S-1/A Filing

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CS CHINA ACQUISITION  S-1/A Filing Powered By Docstoc
					                       As filed with the Securities and Exchange Commission on January 31, 2008
                                                                                                                            File No. 333-147294


                                                  UNITED STATES
                                      SECURITIES AND EXCHANGE COMMISSION
                                               Washington, D.C. 20549




                                                    AMENDMENT NO. 2
                                                           TO
                                                        FORM S-1
                                                REGISTRATION STATEMENT
                                                         UNDER
                                                THE SECURITIES ACT OF 1933




                              CS CHINA ACQUISITION CORP.
                                            (Exact Name of Registrant as Specified in Its Charter)




    Cayman Islands                                                6770                                                  N/A
 (State or Other Jurisdiction of                             (Primary Standard                                     (I.R.S. Employer
Incorporation or Organization)                    Industrial Classification Code Number)                        Identification Number)

                                               4100 N.E. Second Avenue, Suite 318
                                                     Miami, Florida 33137
                                                         (305) 576-1600
            (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)




                                                        Chien Lee,
                                     Chairman of the Board and Chief Executive Officer
                                           4100 N.E. Second Avenue, Suite 318
                                                   Miami, Florida 33137
                                                      (305) 576-1600
                    (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
                                                              Copies to:




                  David Alan Miller, Esq.                                                Robert Cohen, Esq.
                  Jeffrey M. Gallant, Esq.                                             Greenberg Traurig, LLP
                      Graubard Miller                                                     Met Life Building
                   The Chrysler Building                                                  200 Park Avenue
                   405 Lexington Avenue                                               New York, New York 10166
                 New York, New York 10174                                                   (212) 801-6907
                       (212) 818-8800                                                 (212) 801-6400 – Facsimile
                 (212) 818-8881 – Facsimile




    Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this
registration statement.
   If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933 check the following box. 
    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering. 
     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
   The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.




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 The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the
 registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these
 securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS                                                       SUBJECT TO COMPLETION, JANUARY 31, 2008

                                                          $32,000,000

                                CS CHINA ACQUISITION CORP.
                                                       4,000,000 Units
    CS China Acquisition Corp. is a newly formed exempted company organized as a blank check company for the purpose of
acquiring, through a share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business
combination, an operating business, or control of such operating business, through contractual arrangements, that has its principal
operations located in the People’s Republic of China. We will continue in existence only until , 2009 [eighteen months from the
consummation of this offering] or until , 2010 [thirty months from the consummation of this offering] if a letter of intent,
agreement in principle or definitive agreement has been executed within 18 months after the consummation of this offering and the
business combination has not been consummated within such 18 month period. If we have not completed a business combination
by such date, our corporate existence will cease except for the purposes of winding up our affairs and liquidating. Our efforts to
identify a prospective target business will not be limited to a particular industry. We do not have any specific business combination
under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target
business or had any discussions, formal or otherwise, with respect to such a transaction.
    This is an initial public offering of our securities. Each unit that we are offering has a price of $8.00 and consists of one
ordinary share and one warrant. Each warrant entitles the holder to purchase one ordinary share at a price of $5.50. Each warrant
will become exercisable six months after our completion of a business combination, and will expire on , 2013 [five years from
the date of this prospectus] , or earlier upon redemption.
    We have granted EarlyBirdCapital, Inc., the representative of the underwriters, a 45-day option to purchase up to 600,000 units
(over and above the 4,000,000 units referred to above) solely to cover over-allotments, if any. The over-allotment will be used only
to cover the net syndicate short position resulting from the initial distribution. We have also agreed to sell to EarlyBirdCapital, for
$100, as additional compensation, an option to purchase up to a total of 400,000 units at $8.80 per unit. The units issuable upon
exercise of this option are identical to those offered by this prospectus. The purchase option and its underlying securities have been
registered under the registration statement of which this prospectus forms a part.
    CS Capital USA, LLC, an affiliate of Chien Lee, our chairman of the board and chief executive officer, and Sylvia Lee, our
president, chief financial officer, secretary and a member of our board of directors, has committed to purchase from us an aggregate
of 1,500,000 warrants at $1.00 per warrant (for a total purchase price of $1,500,000). We refer to these warrants throughout this
prospectus as the insider warrants. The purchasers will use their own funds to purchase the insider warrants and will not borrow any
funds to make these purchases. These purchases will take place on a private placement basis simultaneously with the
consummation of this offering. All of the proceeds we receive from the purchases will be placed in the trust account described
below. The ―insider warrants‖ to be purchased by CS Capital USA will be identical to warrants underlying the units being offered
by this prospectus except that if we call the warrants for redemption, the insider warrants will be exercisable on a cashless basis so
long as they are still held by CS Capital USA or its affiliates. CS Capital USA has agreed that such warrants will not be sold or
transferred by it until we have completed a business combination.
    There is presently no public market for our units, common stock or warrants. The units will be quoted on the OTC Bulletin
Board under the symbol on or promptly after the date of this prospectus. Once the securities comprising the units begin separate
trading, the common stock and warrants will be quoted on the OTC Bulletin Board under the symbols and , respectively. We
cannot assure you that our securities will continue to be quoted on the OTC Bulletin Board.
    We have applied to register our securities, or have obtained or will seek to obtain an exemption from registration, in Colorado,
Delaware, the District of Columbia, Florida, Hawaii, Illinois, Indiana, New York and Rhode Island. If you are not an institutional
investor, you must be a resident of these jurisdictions to purchase our securities in the offering. Otherwise, you will not be able to
purchase units in this offering.
    Investing in our securities involves a high degree of risk. See ―Risk Factors‖ beginning on page 11 of this prospectus for
a discussion of information that should be considered in connection with an investment in our securities.
    Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
   No offer or invitation to subscribe for shares may be made to the public in the Cayman Islands.
                                                    Public Offering Price         Underwriting Discount             Proceeds,
                                                                                   and Commissions (1)        Before Expenses, to Us
Per unit                                       $                    8.00      $                  0.56     $                   7.44
Total                                          $              32,000,000      $             2,240,000     $             29,760,000




(1) Of the underwriting discount and commissions, $800,000 ($0.20 per unit) is being deferred by the underwriters and will not be
    payable by us to the underwriters unless and until we consummate a business combination.
    $29,860,000 of the net proceeds of this offering (including the $800,000, or $0.20 per unit, of underwriting discounts and
commissions payable to the underwriters in this offering which are being deferred by them until we consummate a business
combination), plus the additional aggregate $1,500,000 we will receive from the purchase of the insider warrants simultaneously
with the consummation of this offering, for an aggregate of $31,360,000 (or $7.84 per unit sold to the public in this offering), will
be deposited into a trust account at , maintained by Continental Stock Transfer & Trust Company acting as trustee. These funds
will not be released to us until the earlier of the completion of a business combination and our liquidation (which may not occur
until , 2009 [eighteen months from the consummation of this offering] or until , 2010 [thirty months from the
consummation of this offering] if a letter of intent, agreement in principle or definitive agreement has been executed within 18
months after the consummation of this offering and the business combination has not been consummated within such 18 month
period).
   We are offering the units for sale on a firm-commitment basis. EarlyBirdCapital, Inc., acting as representative of the
underwriters, expects to deliver our securities to investors in the offering on or about , 2008.

EarlyBirdCapital, Inc.
                                                                                                    Roth Capital Partners
                                                                  , 2008




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                                                      TABLE OF CONTENTS


                                                                                                                     Page
           Prospectus Summary                                                                                            1
           Summary Financial Data                                                                                       10
           Risk Factors                                                                                                 11
           Use of Proceeds                                                                                              32
           Dilution                                                                                                     35
           Capitalization                                                                                               37
           Management’s Discussion and Analysis of Financial Condition and Results of Operations                        38
           Proposed Business                                                                                            40
           Management                                                                                                   57
        Principal Shareholders                                                                                        62
        Certain Relationships and Related Transactions                                                                64
        Description of Securities                                                                                     66
        Underwriting                                                                                                  80
        Legal Matters                                                                                                 83
        Experts                                                                                                       83
        Where You Can Find Additional Information                                                                     84
        Index to Financial Statements                                                                                F-1

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                                                   PROSPECTUS SUMMARY
    This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of
this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements. Unless
otherwise stated in this prospectus, the information in this prospectus assumes that the representative of the underwriters will not
exercise its over-allotment option. You should rely only on the information contained in this prospectus. We have not authorized
anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer
is not permitted.
   We are a Cayman Islands company incorporated on September 24, 2007 as an exempted company with limited liability.
Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands. As an exempted
company, we are able to avoid direct taxation from the Cayman Islands government for a period of 20 years if such direct taxation
were ever introduced in the Cayman Islands by obtaining a tax undertaking from the Cayman Islands government.
    We were formed as a blank check company with the purpose of acquiring, through a share exchange, asset acquisition, plan of
arrangement, recapitalization, reorganization or similar business combination, an operating business, or control of such operating
business through contractual arrangements, that has its principal operations located in the People’s Republic of China, or PRC,
which includes the Hong Kong Special Administrative Region and the Macao Special Administrative Region but not Taiwan. Our
efforts to identify a prospective target business will not be limited to a particular industry.
    Opportunities for market expansion have emerged for businesses with operations in China due to certain changes in the PRC’s
political, economic and social policies as well as certain fundamental changes affecting the PRC and its neighboring countries. We
believe that China represents both a favorable environment for making acquisitions and an attractive operating environment for a
target business for several reasons, including, among other things, increased government focus within China on privatizing assets,
improving foreign trade and encouraging business and economic activity leading to China having one of the highest gross domestic
product growth among major industrial countries in the world as well as strong growth in many sectors of its economy driven by
emerging private enterprises.
    We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly
or indirectly, contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a
transaction. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any
candidates) with respect to a possible acquisition transaction with our company. Additionally, we have not, nor has anyone on our
behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate, nor have we engaged or
retained any agent or other representative to identify or locate any such acquisition candidate.
    We will have until , 2009 [eighteen months from the consummation of this offering] or until , 2010 [thirty months from
the consummation of this offering] if a letter of intent, agreement in principle or definitive agreement has been executed within
18 months after the consummation of this offering and the business combination has not been consummated within such 18 month
period to consummate a business combination. If we are unable to consummate a business combination by such date, our corporate
existence will cease by operation of corporate law (except for the purposes of winding up our affairs and liquidating). Our initial
business combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of our
net assets (all of our assets, including the funds held in the trust account, less our liabilities) at the time of such acquisition,
although this may entail simultaneous acquisitions of several operating businesses. If we issue securities in order to consummate a
business combination, our shareholders could end up owning a minority of the combined company as there is no requirement that
our shareholders own a certain percentage of our company after our business combination. Since we have no specific business
combination under consideration, we have not entered into any such arrangement to issue our securities.
    We may acquire a target business through the use of contractual arrangements that give us effective control over the target
business. Such agreements are generally used for acquisitions of target businesses that the PRC government has restricted or
limited foreign ownership in. The industry groups that are restricted are

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wide ranging, including certain aspects of telecommunications, advertising, food production, and heavy equipment manufacturers,
for example. In addition there can be restrictions on the foreign ownership of businesses that are determined from time to time to be
in ―important industries‖ that may affect the national economic security or having ―famous Chinese brand names‖ or ―well
established Chinese brand names.‖ To the extent that such agreements are employed, they may be for control of specific assets such
as intellectual property or control of blocks of the equity ownership interests of a company. The agreements would be designed to
provide us with the economic benefits of and control over the subject assets or equity interests similar to the rights of full
ownership, while leaving the technical ownership in the hands of Chinese parties who would be our nominees. These agreements
likely also would provide for increased ownership or full ownership and control by us when and if permitted under PRC law and
regulation. If we choose to effect a business combination that employs the use of these types of control arrangements, we may have
difficulty in enforcing our rights. Therefore these contractual arrangements may not be as effective in providing us with the same
economic benefits or control over a target business as would direct ownership.
   Our principal executive offices are located at 4100 N.E. Second Avenue, Suite 318, Miami, Florida 33137 and our telephone
number is (305) 576-1600.

                                                        THE OFFERING
Securities offered
                                                    4,000,000 units, at $8.00 per unit, each unit consisting of:
                                                          •
                                                               one ordinary share; and
                                                          •
                                                               one warrant.
                                                    The units will begin trading on or promptly after the date of this prospectus.
                                                    Each of the ordinary shares and warrants may trade separately on the 90 th day
                                                    after the date of this prospectus unless EarlyBirdCapital determines that an
                                                    earlier date is acceptable (based upon its assessment of the relative strengths of
                                                    the securities markets and small capitalization companies in general, and the
                                                    trading pattern of, and demand for, our securities in particular). In no event
                                                    will EarlyBirdCapital allow separate trading of the ordinary shares and
                                                    warrants until we file an audited balance sheet reflecting our receipt of the
                                                    gross proceeds of this offering. We will file a Current Report on Form 8-K
                                                    with the Securities and Exchange Commission, including an audited balance
                                                    sheet, promptly upon the consummation of this offering, which is anticipated
                                                    to take place three business days from the date the units commence trading.
                                                    The audited balance sheet will reflect our receipt of the proceeds from the
                                                    exercise of the over-allotment option if the over-allotment option is exercised
                                                    prior to the filing of the Form 8-K. If the over-allotment option is exercised
                                                    after our initial filing of a Form 8-K, we will file an amendment to the Form
                                                    8-K to provide updated financial information to reflect the exercise and
                                                    consummation of the over-allotment option. We will also include in this Form
                                                    8-K, or amendment thereto, or in a subsequent Form 8-K, information
                                                    indicating if EarlyBirdCapital has allowed separate trading of the ordinary
                                                    shares and warrants prior to the 90 th day after the date of this prospectus.
Securities being purchased by insiders
                                                    1,500,000 insider warrants at $1.00 per warrant (for a total purchase price of
                                                    approximately $1,500,000) will be sold to CS Capital USA pursuant to a letter
                                                    agreement

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                                                    among us, EarlyBirdCapital and CS Capital USA. These purchases will take
                                                    place on a private placement basis simultaneously with the consummation of
                                                    this offering. The purchasers will use their own funds to purchase the insider
                                                    warrants and will not borrow any funds to make these purchases. The insider
                                                    warrants will be identical to the warrants underlying the units being offered by
                                                    this prospectus except that if we call the warrants for redemption, the insider
                                                    warrants will be exercisable on a cashless basis so long as they are still held by
                                                     CS Capital USA or its affiliates. CS Capital USA has agreed, pursuant to the
                                                     agreement, that the insider warrants will not be sold or transferred by it until
                                                     we have completed a business combination. EarlyBirdCapital has no intention
                                                     of waiving these restrictions. In the event of a liquidation prior to our initial
                                                     business combination, the insider warrants will expire worthless.
Ordinary shares:
    Number outstanding before this offering
                                                     1,150,000 shares (1)
    Number to be outstanding after this
      offering
                                                     5,000,000 shares (2)
Warrants:
    Number outstanding before this offering
                                                     0 warrants
    Number to be sold to insiders
                                                     1,500,000 warrants
    Number to be outstanding after this
      offering and sale to insiders
                                                     5,500,000 warrants
    Exercisability
                                                     Each warrant is exercisable for one ordinary share.
    Exercise price
                                                     $5.50
    Exercise period
                                                     The warrants will become exercisable six months after the completion of a
                                                     business combination with a target business. However, the warrants will only
                                                     be exercisable if a registration statement relating to the ordinary shares
                                                     issuable upon exercise of the warrants is effective and current. The warrants
                                                     will expire at 5:00 p.m., New York City time, on [ ], 2013 [ five years from
                                                     the date of this prospectus ] or earlier upon redemption.
    Redemption
                                                     We may redeem the outstanding warrants (including any outstanding warrants
                                                     issued upon exercise of the unit purchase option issued to EarlyBirdCapital),
                                                     with the prior consent of EarlyBirdCapital:
                                                          •
                                                               in whole and not in part,



(1) This number includes an aggregate of 150,000 ordinary shares that are subject to forfeiture by our shareholders prior to this
    offering, or initial shareholders, if the over-allotment option is not exercised by the underwriters.
(2) Assumes the over-allotment option has not been exercised and an aggregate of 150,000 ordinary shares have been forfeited by
    our initial shareholders.

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                                                          •
                                                               at a price of $.01 per warrant at any time while the warrants are
                                                               exercisable,
                                                          •
                                                               upon a minimum of 30 days’ prior written notice of redemption, and
                                                          •
                                                               if, and only if, the last sales price of our 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 we send the notice of
                                                    redemption.
                                          If the foregoing conditions are satisfied and we issue a notice of redemption,
                                          each warrant holder can exercise his, her or its warrant prior to the scheduled
                                          redemption date. However, the price of the ordinary shares may fall below the
                                          $11.50 trigger price as well as the $5.50 warrant exercise price after the
                                          redemption notice is issued.
                                          If we call the warrants for redemption as described above, our management
                                          will have the option to require all holders that wish to exercise warrants to do
                                          so on a ―cashless basis.‖ In such event, each holder would pay the exercise
                                          price by surrendering the warrants for that number of 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‖ (defined below) by
                                          (y) the fair market value. The ―fair market value‖ shall mean 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 we call the warrants for redemption and our management does not take
                                          advantage of this option, CS Capital USA or its affiliates would still be able to
                                          exercise the insider warrants as described above for cash or on a cashless basis
                                          using the same formula that other warrant holders would have been required to
                                          use had all warrant holders been required to exercise their warrants on a
                                          cashless basis.
Proposed OTC Bulletin Board symbols for
our:
     Units
                                          [ ]
     Ordinary shares
                                          [ ]
     Warrants
                                          [ ]
Offering proceeds to be held in trust
                                          $29,860,000 of the net proceeds of this offering plus the $1,500,000 we will
                                          receive from the sale of the insider warrants (for an aggregate of $31,360,000
                                          or $7.84 per unit sold to the public in this offering) will be placed in a trust




                                          account at                                                      , maintained
                                          by Continental Stock Transfer & Trust Company, acting as trustee pursuant to
                                          an agreement to be signed on the date of this

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                                         prospectus. This amount includes $800,000 of underwriting discounts and
                                         commissions payable to the underwriters in the offering that is being deferred.
                                         The underwriters have agreed that such amount will not be paid unless and
                                         until we consummate a business combination. Except as set forth below, these
                                         proceeds will not be released until the earlier of the completion of a business
                                         combination and our liquidation. Therefore, unless and until a business
                                         combination is consummated, the proceeds held in the trust account will not be
                                         available for our use for any expenses related to this offering or expenses
                                         which we may incur related to the investigation and selection of a target
                                         business and the negotiation of an agreement to acquire a target business.
                                         Notwithstanding the foregoing, there can be released to us from the trust
                                         account interest earned on the funds in the trust account (i) up to an aggregate
                                         of $1,050,000 to fund expenses related to investigating and selecting a target
                                         business and our other working capital requirements and (ii) any amounts we
                                         may need to pay our income or other tax obligations. With these exceptions,
                                         expenses incurred by us may be paid prior to a business combination only
                                         from the net proceeds of this offering not held in the trust account (initially
                                         $150,000).
Limited payments to insiders
                                         There will be no fees or other cash payments paid to our existing shareholders,
                                         officers, directors or their affiliates prior to, or for any services they render in
                                         order to effectuate, the consummation of a business combination (regardless of
                                         the type of transaction that it is) other than:
                                              •
                                                   repayment of $125,000 non-interest bearing loans made by Chien
                                                   Lee, our chairman of the board and chief executive officer, and
                                                   Sylvia Lee, our president, chief financial officer, secretary and
                                                   member of our board of directors;
                                              •
                                                   payment of $7,500 per month to CS Capital USA for office space
                                                   and related services; and
                                              •
                                                   reimbursement of out-of-pocket expenses incurred by them in
                                                   connection with certain activities on our behalf, such as identifying
                                                   and investigating possible business targets and business
                                                   combinations.
Memorandum and Articles of Association
                                         As discussed below, there are specific provisions in our amended and restated
                                         memorandum and articles of association, including our requirements to seek
                                         shareholder approval of such a business combination and to allow our
                                         shareholders to seek redemption of their shares if they do not approve of such
                                         a business combination, which are contained in Sections 167 through 171 of
                                         our amended and restated memorandum and articles of association.

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                                         Our amended and restated memorandum and articles of association also
                                         provides that we will continue in existence only until ___, 2009 [eighteen
                                         months from the consummation of this offering] or until ___________,
                                         2010 [thirty months from the consummation of this offering] if a letter of
                                         intent, agreement in principle or definitive agreement has been executed within
                                         18 months after the consummation of this offering and the business
                                         combination has not been consummated within such 18 month period. If we
                                         have not completed a business combination by such date, our it will trigger our
                                               automatic liquidation and dissoultion pursuant to our amended and restated
                                               memorandum and articles of association. As a result, this has the same effect
                                               as if our board of directors and shareholders had formally voted to approve our
                                               voluntary winding up and dissolution. As a result, no vote would be required
                                               from our shareholders to commence such a voluntary winding up and
                                               dissolution. We view this provision terminating our corporate life by __, 2009
                                               [eighteen months from the consummation of this offering] or __, 2010
                                               [thirty months from the consummation of this offering] if a letter of intent,
                                               agreement in principle or definitive agreement has been executed within 18
                                               months after the consummation of this offering and the business combination
                                               has not been consummated within such 18 month period as an obligation to
                                               our shareholders and will not take any action to amend or waive this provision
                                               to allow us to survive for a longer period of time if we have not consummated
                                               a business combination by such date.
Shareholders must approve business
  combination
                                               Pursuant to our amended and restated memorandum and articles of association,
                                               we will seek shareholder approval before we effect any business combination,
                                               even if the nature of the acquisition would not ordinarily require shareholder
                                               approval under applicable state or Cayman Islands law. We view this
                                               requirement as an obligation to our shareholders and will not take any action to
                                               amend or waive this provision in our memorandum and articles of association.
                                               In connection with the vote required for any business combination, all of our
                                               existing shareholders, including all of our officers and directors, have agreed
                                               to vote the ordinary shares owned by them immediately before this offering in
                                               accordance with the majority of the ordinary shares voted by the public
                                               shareholders. We will proceed with a business combination only if (i) a
                                               majority of the ordinary shares voted by the public shareholders are voted in
                                               favor of the business combination and (ii) public shareholders owning less
                                               than 40% of the shares sold in this offering exercise their redemption rights
                                               described below. Accordingly, it is our understanding and intention in every
                                               case to structure and consummate a business combination in which
                                               approximately 39.99% of

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                                               the public shareholders may exercise their redemption rights and the business
                                               combination will still go forward.
Redemption rights for shareholders voting to
  reject a business combination.
                                               Pursuant to our amended and restated memorandum and articles of association,
                                               public shareholders voting against a business combination will be entitled to
                                               redeem their shares for a pro rata share of the trust account (initially $7.84 per
                                               share, whether or not the over-allotment option is exercised), plus any interest
                                               earned on their portion of the trust account but less the interest that may be
                                               released to us as described above to fund our working capital requirements and
                                               pay any of our tax obligations if any, if the business combination is approved
                                               and completed. We view this requirement as an obligation to our shareholders
                                               and will not take any action to amend or waive this provision in our
                                               memorandum and articles of association. Our existing shareholders will not
                                               have such redemption rights with respect to any ordinary shares owned by
                                               them, directly or indirectly, whether included in or underlying their initial
                                               shares or purchased by them in this offering or in the aftermarket.
                                               An eligible shareholder may request redemption at any time after the mailing
                                               to our shareholders of the proxy statement and prior to the vote taken with
                                               respect to a proposed business combination at a meeting held for that purpose,
                                               but the request will not be granted unless the shareholder votes against the
                                               business combination and the business combination is approved and
                                         completed. Additionally, we may require public shareholders, whether they are
                                         a record holder or hold their shares in ―street name,‖ to either tender their
                                         certificates to our transfer agent at any time through the vote on the business
                                         combination or to deliver their shares to the transfer agent electronically using
                                         Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian)
                                         System, at the holder’s option.
                                         The proxy solicitation materials that we will furnish to shareholders in
                                         connection with the vote for any proposed business combination will indicate
                                         whether we are requiring shareholders to satisfy such certification and delivery
                                         requirements. Accordingly, a shareholder would have from the time we send
                                         out our proxy statement through the vote on the business combination to
                                         deliver his shares if he wishes to seek to exercise his redemption rights. This
                                         time period varies depending on the specific facts of each transaction.
                                         However, based on information we have received from our transfer agent, as
                                         the delivery process can be accomplished by the shareholder, whether or not
                                         he is a record holder or his shares are held in ―street name,‖ in a matter of
                                         hours by simply contacting the transfer agent or his broker and requesting
                                         delivery of his shares through the DWAC System, we believe this time

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                                         period is sufficient for an average investor. Nevertheless, because we do not
                                         have any control over this process, it may take significantly longer than we
                                         anticipated. Accordingly, we will only require shareholders to deliver their
                                         certificate prior to the vote if we give shareholders at least two weeks between
                                         the mailing of the proxy solicitation materials and the meeting date.
                                         Any request for redemption, once made, may be withdrawn at any time up to
                                         the date of the meeting. Furthermore, if a shareholder delivered his certificate
                                         for conversion and subsequently decided prior to the meeting not to elect
                                         redemption, he may simply request that the transfer agent return the certificate
                                         (physically or electronically).
                                         If a vote on our initial business combination is held and the business
                                         combination is not approved, we may continue to try to consummate a
                                         business combination with a different target until thirty months from the date
                                         of this prospectus. If the initial business combination is not approved or
                                         completed for any reason, then public shareholders voting against our initial
                                         business combination who exercised their redemption rights would not be
                                         entitled to redeem their ordinary shares for a pro rata share of the aggregate
                                         amount then on deposit in the trust account. In such case, if we have required
                                         public shareholders to deliver their certificates prior to the meeting, we will
                                         promptly return such certificates to the public shareholder.
Liquidation if no business combination
                                         As described above, if we have not consummated a business combination by
                                         , 2009 [eighteen months from the consummation of this offering]
                                         or , 2010 [thirty months from the consummation of this offering] if a
                                         letter of intent, agreement in principle or definitive agreement has been
                                         executed within 18 months after the consummation of this offering and the
                                         business combination has not been consummated within such 18 month period,
                                         it will trigger our automatic liquidation and dissolution pursuant to our
                                         amended and restated memorandum and articles of assocation. As a result, this
                                         has the same effect as if we had formally went through a voluntary liquidation
                                         procedure under the Companies Law (2007 Revision) of the Cayman Islands,
                                         referred to in this prospectus 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

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                                                     before this time period has expired. We anticipate we would liquidate to our
                                                     public shareholders the amount in our trust account (including any accrued
                                                     interest) plus any remaining net assets (subject to our provision for creditors)
                                                     shortly following expiration of the 21 day period. As a result of potential
                                                     claims which could be made against us, we cannot assure you that the
                                                     per-share distribution from the trust fund, if we liquidate, will not be less than
                                                     $7.84, plus interest then held in the trust fund.
                                                     Our existing shareholders have waived their rights to participate in any
                                                     liquidation distribution with respect to their initial ordinary shares.
                                                     On an automatic liquidation and subsequent liquidation of the trust account
                                                     due to our failure to complete a business combination, the funds if any, held by
                                                     the Company outside of the trust account will be returned to all shareholders
                                                     pursuant to applicable law. Additionally, if we are forced to declare insolvency
                                                     or a petition to wind up the Company is filed against us 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 our insolvent estate
                                                     and subject to claims of third parties with priority over the claims of our
                                                     shareholders.
Risks
     In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of our
management team, but also the special risks we face as a blank check company, as well as the fact that this offering is not being
conducted in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended, and, therefore, you will not be
entitled to protections normally afforded to investors in Rule 419 blank check offerings. Additionally, our initial security holders’
initial equity investment is below that which is required under the guidelines of the North American Securities Administrators’
Association, Inc. and we do not satisfy such association’s policy regarding unsound financial condition. You should carefully
consider these and the other risks set forth in the section entitled ―Risk Factors‖ beginning on page 11 of this prospectus.

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                                               SUMMARY FINANCIAL DATA
    The following table summarizes the relevant financial data for our business and should be read with our financial statements,
which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data are presented.


                                                                                         October 31, 2007
                                                                                Actual                 As Adjusted (1)
             Balance Sheet Data:
               Working capital (deficiency)                                      ($28,245 )      $          31,530,837

                Total assets                                            $         121,187        $          31,530,837
                Total liabilities                                       $         100,450        $             800,000
                Value of ordinary shares which may be converted to                     —         $          12,543,992
                  cash
                Shareholders’ equity                                    $          20,737        $          18,186,845



(1) Includes the $1,500,000 we will receive from the sale of the insider warrants. Assumes the payment of the $800,000 deferred
    underwriters’ discounts and commissions to the underwriters.
   The ―as adjusted‖ information gives effect to the sale of the units we are offering, including the application of the related gross
proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities
required to be repaid.
    The working capital deficiency excludes $48,982 of costs related to this offering which were paid or accrued prior to October
31, 2007. These deferred offering costs have been recorded as a long-term asset and are reclassified against shareholders’ equity in
the ―as adjusted‖ information.
    The ―as adjusted‖ working capital and total assets amounts include the $31,360,000 to be held in the trust account, which will
be available to us only upon the consummation of a business combination within the time period described in this prospectus. The
total amount to be placed in trust includes an additional $800,000 (or approximately $0.20 per share) of deferred underwriting
discounts and commissions payable to the underwriters in the offering only if we consummate a business combination. If a business
combination is not so consummated, the trust account totaling $31,360,000 of net proceeds from the offering, including $1,500,000
of proceeds from the private placement of the insider warrants, and all accrued interest earned thereon less (i) up to $1,050,000 that
may be released to us to fund our expenses and other working capital requirements and (ii) any amounts released to us to pay our
income or other tax obligations, will be distributed solely to our public shareholders (subject to our obligations under Cayman
Islands law to provide for claims of creditors).
    We will not proceed with a business combination if public shareholders owning 40% or more of the shares sold in this offering
vote against the business combination and exercise their redemption rights. Accordingly, we may effect a business combination if
public shareholders owning up to approximately 39.99% of the shares sold in this offering exercise their redemption rights. If this
occurred, we would be required to redeem to cash up to approximately 39.99% of the 4,000,000 ordinary shares sold in this
offering, or 1,599,999 ordinary shares, at an initial per-share redemption price of $7.84, without taking into account interest earned
on the trust account. The actual per-share redemption price will be equal to:
   •    the amount in the trust account, including all accrued interest after distribution of interest income on the trust account
        balance to us as described above, as of two business days prior to the proposed consummation of the business combination,
   •    divided by the number of ordinary shares sold in the offering.

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                                                         RISK FACTORS
     An investment in our securities involves a high degree of risk. You should consider carefully the material risks described
below, which we believe represent all the material risks related to the offering, together with the other information contained in
this prospectus, before making a decision to invest in our units.

                                               Risks Associated with Our Business
We are a development stage company with no operating history and, accordingly, you will not have any basis on which to
evaluate our ability to achieve our business objective.
    We are a recently incorporated development stage company with no operating results to date. Therefore, our ability to
commence operations is dependent upon obtaining financing through the public offering of our securities. Since we do not have an
operating history, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to acquire
an operating business. We have not conducted any discussions and we have no plans, arrangements or understandings with any
prospective acquisition candidates. We will not generate any revenues until, at the earliest, after the consummation of a business
combination.
If we are forced to liquidate before a business combination and distribute the trust account, our public shareholders may receive
less than $8.00 per share and our warrants will expire worthless.
    Pursuant to our amended and restated memorandum and articles of association, if we are unable to complete a business
combination within thirty months from the consummation of this offering and are forced to liquidate our assets, the per-share
liquidation distribution may be less than $8.00 because of the expenses of this offering, our general and administrative expenses
and the anticipated costs of seeking a business combination. Furthermore, there will be no distribution with respect to our
outstanding warrants which will expire worthless if we liquidate before the completion of a business combination.
If we are unable to consummate a business combination, our public shareholders will be forced to wait the full 30 months
(assuming the period in which we need to consummate a business combination has been extended, as provided in our
memorandum and articles of association) before receiving liquidation distributions.
    We have 30 months in which to complete a business combination. We have no obligation to return funds to investors prior to
such date unless we consummate a business combination prior thereto and only then in cases where investors have sought
redemption of their shares. Only after the expiration of this full time period will public shareholders be entitled to liquidation
distributions if we are unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until
such date.
You will not be entitled to protections normally afforded to investors of blank check companies.
    Since the net proceeds of this offering are intended to be used to complete a business combination with a target business that
has not been identified, we may be deemed to be a ―blank check‖ company under the United States securities laws. However, since
we will have net tangible assets in excess of $5,000,000 upon the successful consummation of this offering and will file a Current
Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC
to protect investors of blank check companies such as Rule 419. Accordingly, investors will not be afforded the benefits or
protections of those rules such as completely restricting the transferability of our securities, requiring us to complete a business
combination within 18 months of the effective date of the initial registration statement and restricting the use of interest earned on
the funds held in the trust account. Because we are not subject to Rule 419, our units will be immediately tradable, we will be
entitled to withdraw a certain amount of interest earned on the funds held in the trust account prior to the completion of a business
combination and we have a longer period of time to complete such a business combination than we would if we were subject to
such rule.

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Because there are numerous companies with a business plan similar to ours seeking to effectuate a business combination, it
may be more difficult for us to do so.
    Since August 2003, based upon publicly available information, approximately __ similarly structured blank check companies
have completed initial public offerings in the United States. Of these companies, only __ companies have consummated a business
combination, while _____ other companies have announced they have entered into a definitive agreement for a business
combination, but have not consummated such business combination, and __ companies have failed to complete business
combinations and have either dissolved or announced their intention to dissolve and return trust proceeds to their shareholders.
Accordingly, there are approximately __ blank check companies with more than $___ billion in trust that are seeking to carry out a
business plan similar to our business plan. Of these companies, _____ with approximately $_______ in trust are seeking to
consummate a business combination with a company in China. Furthermore, there are a number of additional offerings for blank
check companies that are still in the registration process but have not completed initial public offerings and there are likely to be
more blank check companies filing registration statements for initial public offerings after the date of this prospectus and prior to
our completion of a business combination. While some of those companies must complete a business combination in specific
industries, a number of them may consummate a business combination in any industry they choose. Therefore, we may be subject
to competition from these and other companies seeking to consummate a business plan similar to ours. Because of this competition,
we cannot assure you that we will be able to effectuate a business combination within the required time periods.
If the net proceeds of this offering not being held in trust are insufficient to allow us to operate for at least the next 30 months,
we may be unable to complete a business combination.
     We believe that, upon consummation of this offering, the funds available to us outside of the trust account, plus the interest
earned on the funds held in the trust account that may be available to us, will be sufficient to allow us to operate for at least the next
30 months, assuming that a business combination is not consummated during that time. However, we cannot assure you that our
estimates will be accurate. We could use a portion of the funds available to us to pay fees to consultants to assist us with our search
for a target business. We could also use a portion of the funds as a down payment or to fund a ―no-shop‖ provision (a provision in
letters of intent designed to keep target businesses from ―shopping‖ around for transactions with other companies on terms more
favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any
current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target
business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have
sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.
A decline in interest rates could limit the amount available to fund our search for a target business or businesses and complete a
business combination since we will depend on interest earned on the trust account to fund our search, to pay our tax obligations
and to complete our initial business combination.
    Of the net proceeds of this offering, only $150,000 will be available to us initially outside the trust account to fund our working
capital requirements. We will depend on sufficient interest being earned on the proceeds held in the trust account to provide us with
additional working capital we will need to identify one or more target businesses and to complete our initial business combination,
as well as to pay any tax obligations that we may owe. While we are entitled to have released to us for such purposes certain
interest earned on the funds in the trust account, a substantial decline in interest rates may result in our having insufficient funds
available with which to structure, negotiate or close an initial business combination. In such event, we would need to borrow funds
from our initial shareholders to operate or may be forced to liquidate. Our initial shareholders are under no obligation to advance
funds in such circumstances.
If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation price received
by shareholders may be less than $7.84 per share.
   Our placing of funds in trust may not protect those funds from third party claims against us. Although we will seek to have all
vendors and service providers we engage and prospective target businesses we negotiate with, execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies

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held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements.
Furthermore, there is no guarantee that, even if such entities execute such agreements with us, they will not seek recourse against
the trust account. Nor is there any guarantee that a court would uphold the validity of such agreements. Accordingly, the proceeds
held in trust could be subject to claims which could take priority over those of our public shareholders. If we liquidate before the
completion of a business combination and distribute the proceeds held in trust to our public shareholders, Chien Lee and Sylvia Lee
have agreed that they will be personally liable 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 us for services rendered or contracted for or products sold
to us. Because we will seek to have all vendors and prospective target businesses execute agreements with us waiving any right,
title, interest or claim of any kind they may have in or to any monies held in the trust account, we believe the likelihood of Chien
Lee and Sylvia Lee having any such obligations is minimal. Notwithstanding the foregoing, we have questioned such individuals
on their financial net worth and reviewed their financial information and believe they will be able to satisfy any indemnification
obligations that may arise. However, we cannot assure you that they will be able to do so.Therefore, we cannot assure you that the
per-share distribution from the trust account, if we liquidate, will not be less than $7.84, plus interest, due to such claims.
    Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not
dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our
bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any
bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public shareholders at least $7.84
per share.
Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them.
    Our amended and restated memorandum and articles of association provides that we will continue in existence only until thirty
months from the consummation of this offering (assuming the period in which we need to consummate a business combination has
been extended, as provided in our amended and restated memorandum and articles of association). If we have not completed a
business combination by such date and amended this provision in connection thereto, this will trigger our automatic liquidation and
subsequent dissolution. As a result, this has the same effect as if we had formally went through a voluntary liquidation procedure
under the Companies Law (2007 Revision) of the Cayman Islands (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. As
soon as the affairs of the company are fully wound-up, the liquidator must lay 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 Cayman Islands Registrar of Companies ―Registar‖ confirming the date on which the meeting was held
and three months after the date of such filing the company is dissolved. In the case of a full voluntary liquidation procedure, any
liability of shareholders with respect to a liquidating distribution would be barred if creditors miss the deadline for submitting
claims. However, it is our intention to liquidate the trust account to our public shareholders as soon as reasonably possible and our
directors and officers have agreed to take any such action necessary to dissolve our company and liquidate the trust account as soon
as reasonably practicable if we do not complete a business combination within 30 months after the consummation of this offering.
Pursuant to our Articles of Association, failure to consummate a business combination within 30 months from the date of this
offering will trigger an automatic winding up of the company. As such, our shareholders could potentially be liable for any claims
to the extent of distributions received by them pursuant to such process and any liability of our shareholders may extend beyond the
date of such dissolution. Accordingly, we cannot assure you that third parties will not seek to recover from our shareholders
amounts owed to them by us.

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    If we are unable to consummate a transaction within 30 months from the consummation of this offering (assuming the period in
which we need to consummate a business combination has been extended, as provided in our memorandum and articles of
association) this will trigger our automatic liquidation and dissolution. Upon notice from us, the trustee of the trust account will
distribute the amount in our trust account to our public shareholders as part of our plan of dissolution and distribution.
Concurrently, we shall pay, or reserve for payment, from funds not held in trust, our liabilities and obligations, although we 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, Chien Lee and Sylvia Lee have agreed that they will be personally liable 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 us for services
rendered or contracted for or products sold to us.
    If we are forced to declare insolvency or a petition to wind up the Company is filed against us which is not dismissed, any
distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as either a
preferential payment or a fraudulent transfer. As a result, a bankruptcy court could seek to recover all amounts received by our
shareholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public shareholders




promptly after                                                         , 2009 [eighteen months from the consummation of this
offering] or ____________, 2010 [thirty months from the consummation of this offering], if a letter of intent, agreement in
principle or definitive agreement has been executed within 18 months after the consummation of this offering and the business
combination has not been consummated within such 18 month period, distributions to our public shareholders may be viewed or
interpreted as giving preference to them over any potential creditors with respect to access to or distributions from our assets.
Furthermore, our board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad
faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust
account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these
reasons.
An effective registration statement may not be in place when an investor desires to exercise warrants, thus precluding such
investor from being able to exercise his, her or its warrants and causing such warrants to be practically worthless.
    No warrant held by public shareholders will be exercisable and we will not be obligated to issue ordinary shares unless at the
time such holder seeks to exercise such warrant, a prospectus relating to the ordinary shares issuable upon exercise of the warrant 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, we have agreed to use our best efforts to meet
these conditions and to maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants until the
expiration of the warrants. However, we cannot assure you that we will be able to do so, and if we do 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 we will not be required to 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 held by public shareholders may have no value, the market for such warrants
may be limited and such warrants may expire worthless. Notwithstanding the foregoing, the insider warrants may be exercisable for
unregistered ordinary shares even if the prospectus relating to the ordinary shares issuable upon exercise of the warrants is not
current.
An investor will only be able to exercise a warrant if the issuance of ordinary shares upon such exercise has been registered or
qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.
    No warrants will be exercisable and we will not be obligated to issue ordinary shares unless the ordinary shares issuable upon
such exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the
holder of the warrants. Because the exemptions from qualification in certain states for resales of warrants and for issuances of
ordinary shares by the issuer upon exercise of a warrant may be different, a warrant may be held by a holder in a state where an
exemption is not available

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for issuance of ordinary shares upon an exercise and the holder will be precluded from exercise of the warrant. At the time that the
warrants become exercisable (following our completion of a business combination), we expect to become listed on a national
securities exchange, which would provide an exemption from registration in every state. Accordingly, we believe holders in every
state will be able to exercise their warrants as long as our prospectus relating to the ordinary shares issuable upon exercise of the
warrants is current. However, we cannot assure you of this fact. As a result, the warrants may be deprived of any value, the market
for the warrants may be limited and the holders of warrants may not be able to exercise their warrants if the ordinary shares
issuable upon such exercise is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants
reside.
Since we have not yet selected a particular industry or target business with which to complete a business combination, we are
unable to currently ascertain the merits or risks of the industry or business in which we may ultimately operate.
    We may consummate a business combination with a company in any industry we choose and are not limited to any particular
industry or type of business. Accordingly, there is no current basis for you to evaluate the possible merits or risks of the particular
industry in which we may ultimately operate or the target business which we may ultimately acquire. To the extent we complete a
business combination with a financially unstable company or an entity in its development stage, we may be affected by numerous
risks inherent in the business operations of those entities. If we complete a business combination with an entity in an industry
characterized by a high level of risk, we may be affected by the currently unascertainable risks of that industry. Although our
management will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot assure you that we
will properly ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not
ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a
target business.
We may issue shares of our share capital or debt securities to complete a business combination, which would reduce the equity
interest of our shareholders and likely cause a change in control of our ownership.
    Our amended and restated memorandum and articles of association authorizes the issuance of up to 50,000,000 ordinary shares,
par value $.0001 per share, and 1,000,000 preferred shares, par value $.0001 per share. Immediately after this offering and the
purchase of the insider warrants (assuming no exercise of the underwriters’ over-allotment option), there will be 38,700,000
authorized but unissued ordinary shares available for issuance (after appropriate reservation for the issuance of the shares upon full
exercise of our outstanding warrants and the unit purchase option granted to EarlyBirdCapital, the representative of the
underwriters) and all of the 1,000,000 preferred shares available for issuance. Although we have no commitment as of the date of
this offering, we may issue a substantial number of additional ordinary shares or preferred shares, or a combination of ordinary and
preferred shares, to complete a business combination. The issuance of additional ordinary or preferred shares:
   •    may significantly reduce the equity interest of investors in this offering;
   •    may subordinate the rights of holders of ordinary shares if we issue preferred shares with rights senior to those afforded to
        our ordinary shares;
   •    may cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things,
        our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present
        officers and directors; and
   •    may adversely affect prevailing market prices for our ordinary shares.
   Similarly, if we issue debt securities, it could result in:
   •    default and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our
        debt obligations;
   •    acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if
        we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or
        renegotiation of that covenant;

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   •    our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and
   •    our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain
        such financing while the debt security is outstanding.
Our ability to successfully effect a business combination and to be successful thereafter will be totally dependent upon the
efforts of our key personnel, some of whom may join us following a business combination.
    Our ability to successfully effect a business combination is dependent upon the efforts of Chien Lee, our chairman of the board
and chief executive officer, Sylvia Lee, our president, chief financial officer, secretary and member of our board of directors, and
Michael Zhang, our executive vice president and member of our board of directors. The role of these individuals in the target
business, however, cannot presently be ascertained. Although some of them may remain with the target business in senior
management or advisory positions following a business combination, it is likely that some or all of the management of the target
business will remain in place. While we intend to closely scrutinize any individuals we engage after a business combination, we
cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the
requirements of operating a public company which could cause us to have to expend time and resources helping them become
familiar with such requirements. This could be expensive and time-consuming and could lead to various regulatory issues which
may adversely affect our operations.
Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular
business combination. These agreements may provide for them to receive compensation following a business combination and
as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most
advantageous.
    Our key personnel will be able to remain with the company after the consummation of a business combination only if they are
able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take
place simultaneously with the negotiation of the business combination and could provide for such individuals to receive
compensation in the form of cash payments and/or our securities for services they would render to the company after the
consummation of the business combination. The personal and financial interests of such individuals may influence their motivation
in identifying and selecting a target business. However, we believe the ability of such individuals to remain with the company after
the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed
with any potential business combination and we do not intend to insist on arrangements to ensure that our officers and directors will
be able to maintain their positions with the company after the consummation of our initial business combination.
Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination
as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to consummate
a business combination.
    Our officers and directors are not required to commit their full time to our affairs, which could create a conflict of interest when
allocating their time between our operations and their other commitments. We do not intend to have any full time employees prior
to the consummation of a business combination. All of our executive officers are engaged in several other business endeavors and
are not obligated to devote any specific number of hours to our affairs. If our officers’ and directors’ other business affairs require
them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could
have a negative impact on our ability to consummate a business combination. We cannot assure you that these conflicts will be
resolved in our favor. As a result, a potential target business may be presented to another entity prior to its presentation to us and
we may miss out on a potential transaction.

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Our officers, directors and their affiliates may in the future become affiliated with entities engaged in business activities similar
to those intended to be conducted by us and accordingly, may have conflicts of interest in determining to which entity a
particular business opportunity should be presented.
    None of our directors, officers or their affiliates has been or currently is a principal of, or affiliated or associated with, a blank
check company. However, our officers and directors may in the future become affiliated with entities, including other ―blank
check‖ companies, engaged in business activities similar to those intended to be conducted by us. Additionally, our officers and
directors may become aware of business opportunities which may be appropriate for presentation to us and the other entities to
which they owe fiduciary duties. Accordingly, they may have conflicts of interest in determining to which entity a particular
business opportunity should be presented. We cannot assure you that these conflicts will be resolved in our favor. As a result, a
potential target business may be presented to another entity prior to its presentation to us and we may miss out on a potential
transaction.
All of our officers and directors own ordinary shares issued prior to the offering and an affiliate of certain of our officers and
directors will own warrants following this offering. These shares and warrants will not participate in liquidation distributions
and, therefore, our officers and directors may have a conflict of interest in determining whether a particular target business is
appropriate for a business combination.
     All of our officers and directors own our ordinary shares that were issued prior to this offering, for which they paid an
aggregate of $25,000. Assuming an $8.00 per-share price of the ordinary shares (which attributes no value to the warrants issued as
part of the units in this offering), the ordinary shares held by our officers and directors prior to this offering would have an
approximate value of $9,200,000. Additionally, CS Capital USA, an affiliate of Chien Lee and Sylvia Lee, are purchasing insider
warrants upon consummation of this offering. Such individuals have waived their right to receive distributions with respect to their
initial shares upon our liquidation if we are unable to consummate a business combination. Accordingly, the ordinary shares
acquired prior to this offering, as well as the insider warrants, and any warrants purchased by our officers or directors in this
offering or in the aftermarket will be worthless if we do not consummate a business combination. The personal and financial
interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and
completing a business combination. Consequently, our directors’ and officers’ 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 our shareholders’ best interest.
If our ordinary shares become subject to the SEC’s penny stock rules, broker-dealers may experience difficulty in completing
customer transactions and trading activity in our securities may be adversely affected.
    If at any time we have net tangible assets of $5,000,000 or less and our ordinary shares have a market price per share of less
than $5.00, transactions in our ordinary shares may be subject to the ―penny stock‖ rules promulgated under the Securities
Exchange Act of 1934. Under these rules, broker-dealers who recommend such securities to persons other than institutional
accredited investors must:
   •    make a special written suitability determination for the purchaser;
   •    receive the purchaser’s written agreement to the transaction prior to sale;
   •    provide the purchaser with risk disclosure documents which identify certain risks associated with investing in ―penny
        stocks‖ and which describe the market for these ―penny stocks‖ as well as a purchaser’s legal remedies; and
   •    obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the
        required risk disclosure document before a transaction in a ―penny stock‖ can be completed.
    If our ordinary shares become subject to these rules, broker-dealers may find it difficult to effectuate customer transactions and
trading activity in our securities may be adversely affected. As a result, the market price of our securities may be depressed, and
you may find it more difficult to sell our securities.

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We may only be able to complete one business combination with the proceeds of this offering, which will cause us to be solely
dependent on a single business which may have a limited number of products or services.
    Our business combination must be with a business with a fair market value of at least 80% of our net assets at the time of such
acquisition, although this may entail the simultaneous acquisitions of several operating businesses at the same time. By
consummating a business combination with only a single entity, our lack of diversification may subject us to numerous economic,
competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible
spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business
combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:
   •    solely dependent upon the performance of a single business, or
   •    dependent upon the development or market acceptance of a single or limited number of products, processes or services.
   This lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of
which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business
combination.
    Alternatively, if we determine to simultaneously acquire several businesses and such businesses are owned by different sellers,
we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the
other business combinations, which may make it more difficult for us, and delay our ability, to complete the business combination.
With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to
possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with
the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If
we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may proceed with a business combination even if public shareholders owning 39.99% of the shares sold in this offering
exercise their redemption rights.
    We may proceed with a business combination as long as public shareholders owning less than 40% of the shares sold in this
offering exercise their redemption rights. Accordingly, approximately 39.99% of the public shareholders may exercise their
redemption rights and we could still consummate a proposed business combination. We have set the redemption percentage at 40%
in order to reduce the likelihood that a small group of investors holding a block of our shares will be able to stop us from
completing a business combination that is otherwise approved by a large majority of our public shareholders. While there are
several other offerings similar to ours which include conversion provisions of between 20% to 30%, the 20% threshold was
previously customary and standard for offerings similar to ours.
    Our business combination may require us to use substantially all of our cash to pay the purchase price. In such a case, because
we will not know how many shareholders may exercise such redemption rights, we may need to arrange third party financing to
help fund our business combination in case a larger percentage of shareholders exercise their redemption rights than we expect.
Additionally, even if our business combination does not require us to use substantially all of our cash to pay the purchase price, if a
significant number of shareholders exercise their redemption rights, we will have less cash available to use in furthering our
business plans following a business combination and may need to arrange third party financing. We have not taken any steps to
secure third party financing for either situation. We cannot assure you that we will be able to obtain such third party financing on
terms favorable to us or at all.
The ability of our shareholders to exercise their redemption rights may not allow us to effectuate the most desirable business
combination or optimize our capital structure.
    When we seek shareholder approval of any business combination, we will offer each public shareholder (but not our existing
shareholders) the right to have his, her or its ordinary shares redeemed for cash if the shareholder votes against the business
combination and the business combination is approved and completed.

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Such holder must both vote against such business combination and then exercise his, her or its redemption rights to receive a pro
rata portion of the trust account. Accordingly, if our business combination requires us to use substantially all of our cash to pay the
purchase price, because we will not know how many shareholders may exercise such redemption rights, we may either need to
reserve part of the trust account for possible payment upon such conversion, or we may need to arrange third party financing to
help fund our business combination in case a larger percentage of shareholders exercise their redemption rights than we expect.
Since we have no specific business combination under consideration, we have not taken any steps to secure third party financing.
Therefore, we may not be able to consummate a business combination that requires us to use all of the funds held in the trust
account as part of the purchase price, or we may end up having a leverage ratio that is not optimal for our business combination.
This may limit our ability to effectuate the most attractive business combination available to us.
We may require shareholders who wish to redeem their ordinary shares in connection with a proposed business combination to
comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights
prior to the deadline for exercising their rights.
    We may require public shareholders who wish to redeem their ordinary shares in connection with a proposed business
combination to either tender their certificates to our transfer agent at any time prior to the vote taken at the shareholder meeting
relating to such business combination or to deliver their ordinary shares to the transfer agent electronically using the Depository
Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. In order to obtain a physical share certificate, a
shareholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our
understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent.
However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than
two weeks to obtain a physical share certificate. While we have been advised that it takes a short time to deliver shares through the
DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than we anticipate for shareholders to deliver their
shares, shareholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be
unable to redeem their ordinary shares. Moreover, our transfer agent will typically charge the tendering broker $35 to certificate the
shares and it would be up to the broker whether or not to pass this cost on to the redeeming holder. If a proposed business
combination is ultimately rejected and we are unable to complete another business combination, such fee would have been incurred
unnecessarily. Additionally, if you own very few shares and this fee is passed on to you when you seek to redeem your shares, the
cost may outweigh the benefit of redemption.
Because of our limited resources and structure, we may not be able to consummate an attractive business combination.
    We expect to encounter intense competition from entities other than blank check companies having a business objective similar
to ours, including venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of
these entities are well established and have extensive experience in identifying and effecting business combinations directly or
through affiliates. Many of these competitors possess greater technical, human and other resources than we do and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe that there are
numerous potential target businesses that we could acquire with the net proceeds of this offering, our ability to compete in
acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation
gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, the obligation we have to seek
shareholder approval of a business combination may delay the consummation of a transaction. Additionally, our outstanding
warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Any of these
obligations may place us at a competitive disadvantage in successfully negotiating a business combination. Because only ___ of the
____ blank check companies that have gone public in the United States since August 2003 have either consummated a business
combination or entered into a definitive agreement for a business combination, it may indicate that there are fewer attractive target
businesses available to such entities like our company or

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that many privately held target businesses are not inclined to enter into these types of transactions with publicly held blank check
companies like ours. If we are unable to consummate a business combination with a target business within the prescribed time
periods, we will be forced to liquidate.
We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and
growth of the target business, which could compel us to restructure or abandon a particular business combination.
    Although we believe that the net proceeds of this offering will be sufficient to allow us to consummate a business combination,
because we have not yet identified any prospective target business, we cannot ascertain the capital requirements for any particular
transaction. If the net proceeds of this offering prove to be insufficient, either because of the size of the business combination, the
depletion of the available net proceeds in search of a target business, or the obligation to convert into cash a significant number of
shares from dissenting shareholders, we will be required to seek additional financing. We cannot assure you that such financing
will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to
consummate a particular business combination, we would be compelled to either restructure the transaction or abandon that
particular business combination and seek an alternative target business candidate. In addition, if we consummate a business
combination, we may require additional financing to fund the operations or growth of the target business. The failure to secure
additional financing could have a material adverse effect on the continued development or growth of the target business. None of
our officers, directors or shareholders is required to provide any financing to us in connection with or after a business combination.
Our existing shareholders, including our officers and directors, control a substantial interest in us and thus may influence
certain actions requiring a shareholder vote.
    Upon consummation of our offering, our existing shareholders (including all of our officers and directors) will collectively own
20% of our issued and outstanding ordinary shares (assuming they do not purchase any units in this offering). Our board of
directors is and will be divided into threeclasses, each of which will generally serve for a term of three years with only one class of
directors being elected in each year. It is unlikely that there will be an annual meeting of shareholders to elect new directors prior to
the consummation of a business combination, in which case all of the current directors will continue in office until at least the
consummation of the business combination. If there is an annual meeting, as a consequence of our ―staggered‖ board of directors,
only a minority of the board of directors will be considered for election and our existing shareholders, because of their ownership
position, will have considerable influence regarding the outcome. Accordingly, our existing shareholders will continue to exert
control at least until the consummation of a business combination.
Our existing shareholders paid an aggregate of $25,000, or approximately $0.02 per ordinary share, for their ordinary shares
and, accordingly, you will experience immediate and substantial dilution from the purchase of our ordinary shares.
    The difference between the public offering price per ordinary share and the pro forma net tangible book value per ordinary
share after this offering constitutes the dilution to the investors in this offering. Our existing shareholders acquired their initial
ordinary shares at a nominal price, significantly contributing to this dilution. Upon consummation of this offering, you and the
other new investors will incur an immediate and substantial dilution of approximately 28% or $2.23 per share (the difference
between the pro forma net tangible book value per share of $5.77, and the initial offering price of $8.00 per unit).
Our outstanding warrants and option may have an adverse effect on the market price of our ordinary shares and make it more
difficult to effect a business combination.
    We will be issuing warrants to purchase 4,000,000 ordinary shares as part of the units offered by this prospectus and the insider
warrants to purchase 1,500,000 ordinary shares. We will also issue an option to purchase 400,000 units to the representative of the
underwriters which, if exercised, will result in the issuance of an additional 400,000 warrants. To the extent we issue ordinary
shares to effect a business combination, the potential for the issuance of a substantial number of additional shares upon exercise of
these warrants could make us a less attractive acquisition vehicle in the eyes of a target business. Such securities, when exercised,

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will increase the number of issued and outstanding ordinary shares and reduce the value of the shares issued to complete the
business combination. Accordingly, our warrants and option may make it more difficult to effectuate a business combination or
increase the cost of acquiring the target business. Additionally, the sale, or even the possibility of sale, of the ordinary shares
underlying the warrants or option could have an adverse effect on the market price for our securities or on our ability to obtain
future financing. If and to the extent these warrants and option are exercised, you may experience dilution to your holdings.
If our existing shareholders or the holders of the insider warrants (or underlying securities) exercise their registration rights
with respect to their securities, it may have an adverse effect on the market price of our ordinary shares and the existence of
these rights may make it more difficult to effect a business combination.
    Our existing shareholders are entitled to make a demand that we register the resale of their initial shares at any time
commencing three months prior to the date on which their shares are released from escrow. Additionally, the holders of the insider
warrants are entitled to demand that we register the resale of their insider warrants and underlying ordinary shares at any time after
we consummate a business combination. If such individuals exercise their registration rights with respect to all of their securities,
then there will be an additional 1,000,000 ordinary shares (or 1,150,000 ordinary shares if the underwriters exercise the
over-allotment option in full) and 1,500,000 warrants (as well as 1,500,000 ordinary shares underlying the warrants)eligible for
trading in the public market. The presence of these additional ordinary shares trading in the public market may have an adverse
effect on the market price of our ordinary shares. In addition, the existence of these rights may make it more difficult to effectuate a
business combination or increase the cost of acquiring the target business, as the shareholders of the target business may be
discouraged from entering into a business combination with us or will request a higher price for their securities because of the
potential effect the exercise of such rights may have on the trading market for our ordinary shares.
If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our
activities may be restricted, which may make it difficult for us to complete a business combination.
    A company that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily, in the
business of investing, reinvesting, owning, trading or holding certain types of securities would be deemed an investment company
under the Investment Company Act of 1940. Since we will invest the proceeds held in the trust account, it is possible that we could
be deemed an investment company. Notwithstanding the foregoing, we do not believe that our anticipated principal activities will
subject us to the Investment Company Act of 1940. To this end, the proceeds held in trust may be invested by the trustee only in
United States ―government securities‖ within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a
maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act of 1940. By restricting the investment of the proceeds to these instruments, we intend to meet the
requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act of 1940.
    If we are nevertheless deemed to be an investment company under the Investment Company Act of 1940, we may be subject to
certain restrictions that may make it more difficult for us to complete a business combination, including:
   •    restrictions on the nature of our investments; and
   •    restrictions on the issuance of securities.
   In addition, we may have imposed upon us certain burdensome requirements, including:
   •    registration as an investment company;
   •    adoption of a specific form of corporate structure; and
   •    reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules
        and regulations.

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   Compliance with these additional regulatory burdens would require additional expense for which we have not allotted.
The determination for the offering price of our units is more arbitrary compared with the pricing of securities for an operating
company in a particular industry and therefore may not accurately reflect the value of your investment.
    Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the
terms of the warrants were negotiated between us and the representatives. Factors considered in determining the prices and terms of
the units, including the ordinary shares and warrants underlying the units, include:
   •    the history and prospects of companies whose principal business is the acquisition of other companies;
   •    prior offerings of those companies;
   •    our prospects for acquiring an operating business at attractive values;
   •    our capital structure;
   •    an assessment of our management and their experience in identifying operating companies;
   •    general conditions of the securities markets at the time of the offering; and
   •    other factors as were deemed relevant.
   However, although these factors were considered, the determination of our offering price is more arbitrary than the pricing of
securities for an operating company in a particular industry since we have no historical operations or financial results to compare
them to. As a result, the offering price of our units may not accurately reflect the value of your investment in our securities.
Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and
your ability to protect your rights through the U.S. federal courts may be limited.
    We are a company incorporated under the laws of the Cayman Islands. We have been advised that the PRC does not have
treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States. Further, it is
unclear if extraction treaties now in effect between the United States and the PRC would permit effective enforcement of criminal
penalties of the United States federal securities laws.
    Our corporate affairs will be governed by our memorandum and articles of association, the Companies Law (as the same may
be supplemented or amended from time to time) or the common law of the Cayman Islands. The rights of shareholders to take
action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman
Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is
derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the
decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our
shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they
would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less
developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed
and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a
shareholder derivative action in a federal court of the United States.
   Although there is not statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the
Cayman Islands will recognize a foreign judgment as the basis for a claim at common law in the Cayman Islands provided such
judgment:
   •    is given by a competent foreign court;
   •    imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

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   •    is final;
   •    is not in respect of taxes, a fine or a penalty; and
   •    was not obtained in a manner and is not of a kind the enforcement of which is contrary to the public policy of the Cayman
        Islands.
    As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions
taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a
United States company.
Investors in this offering may engage in resale transactions only in those states that we have registered this offering and a
limited number of other jurisdictions where an applicable exemption from registration exists.
    We have applied to register our securities, or have obtained or will seek to obtain an exemption from registration, in Colorado,
Delaware, the District of Columbia, Florida, Hawaii, Illinois, Indiana, New York and Rhode Island. If you are not an ―institutional
investor,‖ you must be a resident of these jurisdictions to purchase our securities in the offering. Institutional investors in every
state except Idaho may purchase units in this offering pursuant to exemptions provided to such entities under the Blue Sky laws of
various states. The definition of an ―institutional investor‖ varies from state to state but generally includes financial institutions,
broker-dealers, banks, insurance companies and other qualified entities. Under the National Securities Markets Improvement Act of
1996, the resale of the units and, once they become separately transferable, the common stock and warrants comprising the units
are exempt from state registration requirements. However, each state retains jurisdiction to investigate and bring enforcement
actions with respect to fraud or deceit, or unlawful conduct by a broker or dealer, in connection with the sale of securities. Although
we are not aware of a state having used these powers to prohibit or restrict resales of securities issued by blank check companies
generally, certain state securities commissioners view blank check companies unfavorable and might use these power, or threaten
to use these powers, to hinder the resale of securities of blank check companies in their state.
Our directors may not be considered “independent” under the policies of the North American Securities Administrators
Association, Inc.
    No salary or other compensation will be paid to our directors for services rendered by them on our behalf prior to or in
connection with a business combination. Accordingly, we believe our non-executive directors would be considered ―independent‖
as that term is commonly used. However, under the policies of the North American Securities Administrators Association, Inc., an
international organization devoted to investor protection, because each of our directors own shares of our securities and may
receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on our behalf (such as identifying
potential target businesses and performing due diligence on suitable business combinations), state securities administrators could
argue that all of such individuals are not ―independent.‖ If this were the case, they would take the position that we would not have
the benefit of any independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement.
Additionally, there is no limit on the amount of out-of-pocket expenses that could be incurred and there will be no review of the
reasonableness of the expenses by anyone other than our board of directors, which would include persons who may seek
reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. Although we believe that all actions taken
by our directors on our behalf will be in our best interests, whether or not they are deemed to be ―independent,‖ we cannot assure
you that this will actually be the case. If actions are taken, or expenses are incurred that are actually not in our best interests, it
could have a material adverse effect on our business and operations, and a material adverse effect on the price of the shares held by
the public shareholders.
Because our initial shareholders’ initial equity investment was only $25,000, our offering may be disallowed by state
administrators that follow the North American Securities Administrators Association, Inc. Statement of Policy on development
stage companies.
    Pursuant to the Statement of Policy Regarding Promoter’s Equity Investment promulgated by The North American Securities
Administrators Association, Inc., any state administrator may disallow an offering of a development stage company if the initial
equity investment by a company’s promoters does not equal a certain

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percentage of the aggregate public offering price. Our promoters’ initial investment of $25,000 is less than the required $910,000
minimum amount pursuant to this policy. Accordingly, a state administrator would have the discretion to disallow our offering if it
wanted to. We cannot assure you that our offering would not be disallowed pursuant to this policy. If the offering were disallowed,
it would further restrict your ability to engage in resale transactions with respect to our securities. Additionally, if we are unable to
complete a business combination, our promoters’ loss will be limited to their initial investment. Conversely, if we are able to
complete a business combination, the ordinary shares acquired prior to this offering will be worth significantly more than $25,000.
Assuming an $8.00 per-share price of the ordinary shares (which attributes no value to the warrants issued as part of the units in
this offering), the ordinary shares held by our officers and directors prior to this offering would have an approximate value of
$9,200,000.

                                            Risks Related to Operations in China
    Business combinations with companies with operations in China entail special considerations and risks. If we are successful in
completing a business combination with a target business with operations in China, we will be subject to, and possibly adversely
affected by, the following risks:
After a business combination, substantially all of our assets will likely be located in China and substantially all of our revenue
will be derived from our operations in China. Accordingly, our results of operations and prospects will be subject, to a
significant extent, to the economic, political and legal policies, developments and conditions in China.
    The PRC’s economic, political and social conditions, as well as government policies, could affect our business. The PRC
economy differs from the economies of most developed countries in many respects. China’s GDP has grown consistently since
1978 (National Bureau of Statistics of China). However, we cannot assure you that such growth will be sustained in the future. If in
the future China’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for
spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our
ability to find an attractive target business with which to consummate a business combination and if we effect a business
combination, the ability of that target business to become profitable.
    The PRC’s economic growth has been uneven, both geographically and among various sectors of the economy. The PRC
government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these
measures benefit the overall PRC economy, but may have a negative effect on us, depending on the industry in which we engage in
a business combination. For example, our financial condition and results of operations may be adversely affected by PRC
government control over capital investments or changes in tax regulations that are applicable to a potential target business and a
business combination.
    The PRC economy has been transitioning from a planned economy to a more market-oriented economy. Although in recent
years the PRC government has implemented measures emphasizing the use of market forces for economic reform, the reduction of
state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial
portion of productive assets in China is still owned by the PRC government. In addition, the PRC government continues to play a
significant role in regulating industry development by imposing industrial policies. It also exercises significant control over PRC
economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting
monetary policy and providing preferential treatment to particular industries or companies. We cannot assure you that China’s
economic, political or legal systems will not develop in a way that becomes detrimental to our business, results of operations and
prospects.
    A recent positive economic change has been the PRC’s entry into the World Trade Organization, or WTO, the sole global
international organization dealing with the rules of trade between nations. It is believed that the PRC’s entry will ultimately result
in a reduction on tariffs for industrial products, a reduction in trade restrictions and an increase in trading with the United States. If
actions are not taken to rectify these problems, trade relations may be strained and this may have a negative impact on China’s
economy.
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If relations between the United States and the PRC deteriorate, potential target businesses or their goods or services could
become less attractive.
    The relationship between the United States and the PRC is subject to sudden fluctuation and periodic tension. For instance, the
United States recently announced its intention to impose new short-term quotas on Chinese clothing imports, which may be
extended for several years. Such import quotas may adversely affect political relations between the two countries and result in
retaliatory countermeasures by the PRC in industries that may affect our ultimate target business. Relations may also be
compromised if the U.S. becomes a more vocal advocate of Taiwan or proceeds to sell certain military weapons and technology to
Taiwan. Changes in political conditions in the PRC and changes in the state of Sino-U.S. relations are difficult to predict and could
adversely affect our operations or cause potential target businesses or their goods and services to become less attractive.
As a result of merger and acquisition regulations implemented on September 8, 2006 relating to acquisitions of assets and
equity interests of Chinese companies by foreign persons, it is expected that acquisitions will take longer and be subject to
economic scrutiny by the PRC government authorities such that we may not be able to complete a transaction.
     On September 8, 2006, the Ministry of Commerce, together with several other government agencies, promulgated a
comprehensive set of regulations governing the approval process by which a Chinese company may participate in an acquisition of
its assets or its equity interests and by which a Chinese company may obtain public trading of its securities on a securities exchange
outside the PRC. Although there was a complex series of regulations in place prior to September 8, 2006 for approval of Chinese
enterprises that were administered by a combination of provincial and centralized agencies, the new regulations have largely
centralized and expanded the approval process to the Ministry of Commerce (MOFCOM), the State Administration of Industry and
Commerce (SAIC), the State Administration of Foreign Exchange (SAFE) or its branch offices, the State Asset Supervision and
Administration Commission, and the China Securities Regulatory Commission (CSRC). Depending on the structure of the
transaction as determined once a definitive agreement is executed, these regulations will require the Chinese parties to make a
series of applications and supplemental applications to the aforementioned agencies, some of which must be made within strict time
limits and depending on approvals from one or the other of the aforementioned agencies. The application process has been
supplemented to require the presentation of economic data concerning a transaction, including appraisals of the business to be
acquired and evaluations of the acquirer which will permit the government to assess the economics of a transaction in addition to
the compliance with legal requirements. If obtained, approvals will have expiration dates by which a transaction must be
completed. Also, completed transactions must be reported to MOFCOM and some of the other agencies within a short period after
closing or be subject to an unwinding of the transaction. It is expected that compliance with the regulations will be more time
consuming than in the past, will be more costly for the Chinese parties and will permit the government much more extensive
evaluation and control over the terms of the transaction. Therefore, a business combination we propose may not be able to be
completed because the terms of the transaction may not satisfy aspects of the approval process and may not be completed, even if
approved, if they are not consummated within the time permitted by the approvals granted.
Because the September 8, 2006, PRC merger and acquisition regulations permit the government agencies to have scrutiny over
the economics of an acquisition transaction and require consideration in a transaction to be paid within stated time limits, we
may not be able to negotiate a transaction that is acceptable to our shareholders or sufficiently protect their interests in a
transaction.
    The regulations have introduced aspects of economic and substantive analysis of the target business and the acquirer and the
terms of the transaction by MOFCOM and the other governing agencies through submissions of an appraisal report, an evaluation
report and the acquisition agreement, all of which form part of the application for approval, depending on the structure of the
transaction as determined once a definitive agreement is executed. The regulations also prohibit a transaction at an acquisition price
obviously lower than the appraised value of the Chinese business or assets. The regulations require that in certain transaction
structures, the consideration must be paid within strict time periods, generally not in excess of a year. Because the Chinese
authorities expressed concern with offshore transactions which converted domestic companies into

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foreign investment enterprises (FIEs) in order to take advantage of certain benefits, including reduced taxation, in China,
regulations require new foreign sourced capital of not less than 25% of the domestic company’s post–acquisition capital in order to
obtain FIE treatment. Accordingly, if a sufficient amount of foreign capital is not infused into the domestic company, it will not be
eligible to obtain FIE treatment. In asset transactions there must be no harm of third parties and the public interest in the allocation
of assets and liabilities being assumed or acquired. These aspects of the regulations will limit our ability to negotiate various terms
of the acquisition, including aspects of the initial consideration, contingent consideration, holdback provisions, indemnification
provisions and provisions relating to the assumption and allocation of assets and liabilities. Therefore, we may not be able to
negotiate a transaction with terms that will satisfy our investors and protect our shareholders interests in an acquisition of a Chinese
business or assets.
The PRC merger and acquisition regulations of September 8, 2006, have introduced industry protection and anti-trust aspects to
the acquisition of Chinese companies and assets which may limit our ability to effect an acquisition.
     Under the PRC merger and acquisition regulations, acquisitions of Chinese domestic companies relating to ―important
industries‖ that may affect the national economic security or result in the transfer of ―actual control‖ of companies having ―famous
Chinese brand names‖ or ―well established Chinese brand names‖ must be reported and approved by the Ministry of Commerce.
The merger and acquisition regulations also provide for antitrust review requirements for certain large transactions or transactions
involving large companies and roll-up transactions with the same effect in the relevant Chinese market. In addition, certain mergers
and acquisitions among foreign companies occurring outside of the PRC could also be subject to antitrust review in China which is
similar to United States anti-trust law concepts. The regulations use various economic tests to determine if the transaction has to be
reported to MOFCOM which include (i) if any of the parties to the transaction has a turnover in the Chinese market of more than
RMB 1,500,000,000, (ii) if in a transaction outside of the PRC, any party thereto has assets in the PRC of more than RMB
3,000,000,000, (iii) if any of the parties to the transaction, before its consummation, has control not less than 20% of the Chinese
market, (iv) if any of the parties as a result of the transaction will control 25% of the Chinese market, (v) the foreign investor has
acquired 10 or more enterprises in related industries in the PRC during the last year, or (vi) if in a transaction outside of the PRC
results in the foreign entities acquiring 15 or more FIEs in related industries within the PRC. Exemptions may be sought from the
MOFCOM and SAIC on the basis that: (i) the transaction will improve market competition, (ii) the transaction will restructure
unprofitable entities and ensures employment, (iii) the transaction will introduce high technologies and increase international
competitiveness, and (iv) the transaction will improve the environment. Notwithstanding the September 8, 2006, regulations, there
is a draft anti-monopoly law being considered which may replace or supplement the above provisions. Any transaction that we
contemplate will have to comply with these regulations and may require additional approval or abandonment if we are not able to
satisfy the requirements of the governmental authorities. When we evaluate a potential transaction, we will consider the need to
comply with these regulations which may result in our modifying or not pursuing a particular transaction.
Ambiguities in the regulations of September 8, 2006 may make it difficult for us to properly comply with all applicable rules and
may affect our ability to consummate a business combination.
    Although the merger and acquisition regulations provide specific requirements and procedures, there are many ambiguities
which give the regulators great latitude in the approval process which will cause uncertainty in our ability to complete a transaction
on a timely basis.
    The merger and acquisition regulations set forth many requirements that have to be followed, but there are still many
ambiguities in the meaning of many provisions. Although further regulations are anticipated in the future, until there has been
clarification either by pronouncements, regulation or practice, there is some uncertainty in the scope of the regulations. Moreover,
the ambiguities give the regulators wide latitude in the enforcement of the regulations and the transactions to which they may or
may not apply. Therefore, we cannot predict the extent to which the regulations will apply to a transaction, and therefore, there may
be uncertainty in whether or not a transaction will be completed until the approval process is under way or until the preliminary
approvals are obtained. This may negatively impact our ability to consummate a business combination.

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If the PRC imposes restrictions to reduce inflation, future economic growth in the PRC could be severely curtailed which could
materially and adversely impact our profitability following a business combination.
    While the economy of the PRC has experienced rapid growth, this growth has been uneven among various sectors of the
economy and in different geographical areas of the country. Rapid economic growth can lead to growth in the supply of money and
rising inflation. In order to control inflation in the past, the PRC has imposed controls on bank credits, limits on loans for fixed
assets and restrictions on state bank lending. Imposition of similar restrictions may lead to a slowing of economic growth and
decrease the interest in the services or products we may ultimately offer leading to a material and adverse impact on our
profitability.
Any devaluation of currencies used in the PRC could negatively impact our target business’ results of operations and any
appreciation thereof could cause the cost of a target business as measured in dollars to increase.
    Because our objective is to complete a business combination with a target business having its primary operating facilities
located in the PRC, and because substantially all revenues and income following a business combination would be received in a
foreign currency such as Renminbi, the main currency used in the PRC, the dollar equivalent of our net assets and distributions, if
any, would be adversely affected by reductions in the value of the Renminbi. The value of the Renminbi fluctuates and is affected
by, among other things, changes in the PRC’s political and economic conditions. The conversion of Renminbi into foreign
currencies such as the United States dollar has been generally based on rates set by the People’s Bank of China, which are set daily
based on the previous day’s interbank foreign exchange market rates and current exchange rates on the world financial markets.
Historically, China ―pegged‖ its currency to the United States dollar. This meant that each unit of Chinese currency had a set ratio
for which it could be exchanged for United States currency, as opposed to having a floating value like other countries’ currencies.
Many countries argued that this system of keeping the Chinese currency low when compared to other countries gave Chinese
companies an unfair price advantage over foreign companies. Due to mounting pressure from other countries, the PRC recently
reformed its economic policies to establish a floating value for its currency. However, China recently adopted a floating rate with
respect to the Renminbi, with a 0.3% fluctuation. As of ___, 2007, the exchange rate of the Renminbi was ____ against the United
States dollar, amounting to a __% appreciation of the Renminbi. This floating exchange rate, and any appreciation of the Renminbi
that may result from such rate, could cause the cost of a target business as measured in dollars to increase. Further, target
companies may be adversely affected since the competitive advantages that existed as a result of the former policies will cease. We
cannot assure you that a target business with which we consummate a business combination will be able to compete effectively
with the new policies in place.
Fluctuations in the value of the Renminbi relative to foreign currencies could affect our operating results.
    Following a business combination, our payroll and other costs of non-United States operations will be payable in foreign
currencies, primarily Renminbi. To the extent future revenue is denominated in non-United States currencies, we would be subject
to increased risks relating to foreign currency exchange rate fluctuations that could have a material adverse affect on our business,
financial condition and operating results. The value of Renminbi against the United States dollar and other currencies may fluctuate
and is affected by, among other things, changes in China’s political and economic conditions. As our operations will be primarily in
China, any significant revaluation of the Renminbi may materially and adversely affect our cash flows, revenues and financial
condition. For example, to the extent that we need to convert United States dollars into Chinese Renminbi for our operations,
appreciation of this currency against the United States dollar could have a material adverse effect on our business, financial
condition and results of operations. Conversely, if we decide to convert our Renminbi into United States dollars for other business
purposes and the United States dollar appreciates against this currency, the United States dollar equivalent of the Renminbi we
convert would be reduced. The Chinese government recently announced that it is pegging the exchange rate of the Renminbi
against a number of currencies, rather than just the United States dollar. Fluctuations in the Renminbi exchange rate could
adversely affect our ability to find an attractive target business with which to consummate a business combination and to operate
our business after a business combination.

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Exchange controls that exist in the PRC may limit our ability to utilize our cash flow effectively following a business
combination.
    Following a business combination, we will be subject to the PRC’s rules and regulations on currency conversion. In the PRC,
the State Administration for Foreign Exchange (SAFE) regulates the conversion of the Renminbi into foreign currencies. Currently,
foreign investment enterprises (FIEs) are required to apply to the SAFE for ―Foreign Exchange Registration Certificates for FIEs.‖
Following a business combination, we will likely be an FIE as a result of our ownership structure. 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 conversion 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. However, conversion of currency in the ―capital
account,‖ including capital items such as direct investment, loans and securities, still require approval of the SAFE. We cannot
assure you that the PRC regulatory authorities will not impose further restrictions on the convertibility of the Renminbi. Any future
restrictions on currency exchanges may limit our ability to use our cash flow for the distribution of dividends to our shareholders or
to fund operations we may have outside of the PRC.
If the PRC enacts regulations in our target business’ proposed industry segments which forbid or restrict foreign investment,
our ability to consummate a business combination could be severely impaired.
    Many of the rules and regulations that companies face in China are not explicitly communicated. If new laws or regulations
forbid foreign investment in industries in which we want to complete a business combination, they could severely limit the
candidate pool of potential target businesses. Additionally, if the relevant Chinese authorities find us or the target business with
which we ultimately complete a business combination to be in violation of any existing or future Chinese laws or regulations, they
would have broad discretion in dealing with such a violation, including, without limitation:
   •    levying fines;
   •    revoking our business and other licenses;
   •    requiring that we restructure our ownership or operations; and
   •    requiring that we discontinue any portion or all of our business.
Recent regulations relating to offshore investment activities by PRC residents may increase the administrative burden we face
and create regulatory uncertainties that may limit or adversely effect our ability to acquire PRC companies.
   Regulations were issued on October 21, 2005 by the SAFE (that replaced two previously issued regulations on January 24,
2005 and April 8, 2005, respectively) that will require approvals from, and registrations with, PRC government authorities in
connection with direct or indirect offshore investment activities by PRC residents and PRC corporate entities. The SAFE
regulations retroactively require approval and registration of direct or indirect investments previously made by PRC residents in
offshore companies. In the event that a PRC shareholder with a direct or indirect stake in an offshore parent company fails to obtain
the required SAFE approval and make the required registration, the PRC subsidiaries of such offshore parent company may be
prohibited from making distributions of profit to the offshore parent and from paying the offshore parent proceeds from any
reduction in capital, share transfer or liquidation in respect of the PRC subsidiaries. Further, failure to comply with the various
SAFE approval and registration requirements described above, as currently drafted, could result in liability under PRC law for
foreign exchange evasion.
    As a result of the lack of implementing rules, the uncertainty as to when the new draft regulations will take effect, and
uncertainty concerning the reconciliation of the new regulations with other approval requirements, it remains unclear how these
existing regulations, and any future legislation concerning offshore or cross-border transactions, will be interpreted, amended and
implemented by the relevant government authorities. We are committed to complying with the relevant rules. As a result of the
foregoing, we cannot assure you that we or the owners of the target business we intend to acquire, as the case may be, will be able
to complete the necessary approval, filings and registrations for a proposed business combination. This may restrict our ability to
implement our business combination strategy and adversely affect our operations.

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Because Chinese law will govern almost all of any target business’ material agreements, we may not be able to enforce our
rights within the PRC or elsewhere, which could result in a significant loss of business, business opportunities or capital.
    Chinese law will govern almost all of our target business’ material agreements, many of which may be with Chinese
governmental agencies. We cannot assure you that the target business will be able to enforce any of its material agreements or that
remedies will be available outside of the PRC. The system of laws and the enforcement of existing laws and contracts in the PRC
may not be as certain in implementation and interpretation as in the United States. The Chinese judiciary is relatively inexperienced
in enforcing corporate and commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any litigation.
The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business,
business opportunities or capital.
If we acquire a target business through contractual arrangements with one or more operating businesses in China, such
contracts may not be as effective in providing operational control as direct ownership of such businesses and may be difficult to
enforce.
    The government of the PRC has restricted or limited foreign ownership of certain kinds of assets and companies operating in
certain industries. The industry groups that are restricted are wide ranging, including certain aspects of telecommunications,
advertising, food production, and heavy equipment manufacturers, for example. In addition there can be restrictions on the foreign
ownership of businesses that are determined from time to time to be in ―important industries‖ that may affect the national economic
security or having ―famous Chinese brand names‖ or ―well established Chinese brand names.‖ Subject to the review requirements
of the Ministry of Commerce and other relevant agencies as discussed elsewhere for acquisitions of assets and companies in the
PRC and subject to the various percentage ownership limitations that exist from time to time, acquisitions involving foreign
investors and parties in the various restricted categories of assets and industries may nonetheless sometimes be consummated using
contractual arrangements with permitted Chinese parties. To the extent that such agreements are employed, they may be for control
of specific assets such as intellectual property or control of blocks of the equity ownership interests of a company which may not be
subject to the merger and acquisition regulations mentioned above since these types of arrangements typically do not involve a
change of equity ownership in a PRC operating company, injure a third party or affect the social public interest. The agreements
would be designed to provide our company with the economic benefits of and control over the subject assets or equity interests
similar to the rights of full ownership, while leaving the technical ownership in the hands of Chinese parties who would be our
nominees and, therefore, may exempt the transaction from the merger and acquisition regulations, including the application process
required thereunder. However, since there has been limited implementation guidance provided with respect to the merger and
acquisition regulations, there can be no assurance that the relevant government agency would not apply them to a business
combination effected through contractual arrangements. If such an agency determines that such an application should have been
made consequences may include levying fines, revoking business and other licenses, requiring restructure of ownership or
operations and requiring discontinuation of any portion of all of the acquired business. These agreements likely also would provide
for increased ownership or full ownership and control by us when and if permitted under PRC law and regulation. If we choose to
effect a business combination that employs the use of these types of control arrangements, we may have difficulty in enforcing our
rights. Therefore these contractual arrangements may not be as effective in providing us with the same economic benefits,
accounting consolidation or control over a target business as would direct ownership. For example, if the target business or any
other entity fails to perform its obligations under these contractual arrangements, we may have to incur substantial costs and expend
substantial resources to enforce such arrangements, and rely on legal remedies under Chinese law, including seeking specific
performance or injunctive relief, and claiming damages, which we cannot assure will be sufficient to off-set the cost of enforcement
and may adversely affect the benefits we expect to receive from the business combination.
   Moreover, we expect that the contractual arrangements upon which we would be relying would be governed by Chinese law
and would be the only basis of providing resolution of disputes which may arise through either arbitration or litigation in China.
Accordingly, these contracts would be interpreted in accordance with Chinese law and any disputes would be resolved in
accordance with Chinese legal procedures. Uncertainties in the Chinese legal system could limit our ability to enforce these
contractual arrangements. In

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the event we are unable to enforce these contractual arrangements, we may not be able to exert the effective level of control or
receive the full economic benefits of full direct ownership over the target business.
If our management following a business combination is unfamiliar with United States securities laws, they may have to expend
time and resources becoming familiar with such laws which could lead to various regulatory issues.
    Following a business combination, our management will likely resign from their positions as officers of the company and the
management of the target business at the time of the business combination will remain in place. We cannot assure you that
management of the target business will be familiar with United States securities laws. If new management is unfamiliar with our
laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming
and could lead to various regulatory issues which may adversely affect our operations.
Because any target business with which we attempt to complete a business combination may be required to provide our
shareholders with financial statements prepared in accordance with and reconciled to United States generally accepted
accounting principles, prospective target businesses may be limited.
    In accordance with requirements of United States Federal securities laws, in order to seek shareholder approval of a business
combination, a proposed target business may be required to have certain financial statements which are prepared in accordance
with, or which can be reconciled to, U.S. generally accepted accounting principles and audited in accordance with U.S. generally
accepted auditing standards. To the extent that a proposed target business does not have financial statements which have been
prepared with, or which can be reconciled to, U.S. generally accepted accounting principles and audited in accordance with U.S.
generally accepted auditing standards, we may not be able to complete a business combination with that proposed target business.
These financial statement requirements may limit the pool of potential target businesses with which we may complete a business
combination. Furthermore, to the extent that we seek to acquire a target business that does not have financial statements prepared in
accordance with United States generally accepted accounting principles, it could make it more difficult for our management to
analyze such target business and determine whether it has a fair market value in excess of 80% of our net assets. It could also delay
our preparation of our proxy statement that we will send to shareholders relating to the proposed business combination with such a
target business, thereby making it more difficult for us to consummate such a business combination.
If certain exemptions within the PRC regarding withholding taxes are removed, we may be required to deduct Chinese
corporate withholding taxes from dividends we may pay to our shareholders following a business combination.
    According to the PRC’s applicable income tax laws, regulations, notices and decisions related to foreign investment enterprises
and their investors (the ―Applicable Foreign Enterprises Tax Law‖), income such as dividends and profits distribution derived from
the PRC and received by a foreign enterprise which has no establishment in the PRC is subject to a 20% withholding tax, unless the
relevant income is specifically exempted from tax under the Applicable Foreign Enterprises Tax Law. Currently, profits received
by a shareholder, such as through dividends, from a foreign-invested enterprise (an ―FIE‖) is exempted. Under a newly
promulgated Enterprise Income Tax Law, the foregoing exemption will be removed starting from January 1, 2008 when such new
law becomes effective, in which circumstances we may be required to deduct certain amounts from dividends we may pay to our
shareholders to pay corporate withholding taxes.
After we consummate a business combination, our operating company in China will be subject to restrictions on dividend
payments.
    After we consummate a business combination, we will rely on dividends and other distributions from our operating company to
provide us with cash flow and to meet our other obligations. Current regulations in China would permit our operating company in
China to pay dividends to us only out of its accumulated distributable profits, if any, determined in accordance with Chinese
accounting standards and regulations. In addition, our operating company in China will be required to set aside at least 10% (up to
an aggregate amount equal to half of its registered capital) of its accumulated profits each year. Such reserve account may

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not be distributed as cash dividends. In addition, if our operating company in China incurs debt on its own behalf in the future, the
instruments governing the debt may restrict its ability to pay dividends or make other payments to us.
If any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. dollars
than the U.S. dollar amount that you will actually ultimately receive.
    If you are a U.S. holder, you will be taxed on the U.S. dollar value of your dividends at the time you receive them, even if you
actually receive a smaller amount of U.S. dollars when the payment is in fact converted into U.S. dollars. Specifically, if a dividend
is declared and paid in a foreign currency, the amount of the dividend distribution that you must include in your income as a U.S.
holder will be the U.S. dollar value of the payments made in the foreign currency, determined at the conversion rate of the foreign
currency to the U.S. dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is
in fact converted into U.S. dollars. Thus, if the value of the foreign currency decreases before you actually convert the currency into
U.S. dollars, you will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately
receive.
If we are treated as a “passive foreign investment company,” it could have adverse U.S. federal income tax consequences to U.S.
holders.
     If we are determined to be a passive foreign investment company, known as a ―PFIC,‖ U.S. holders could be subject to adverse
United States federal income tax consequences. Specifically, if we are determined to be a PFIC for any taxable year, each U.S.
holder may be subject to increased tax liabilities under U.S. tax laws and regulations and may be subject to additional reporting
requirements. The determination of whether we are a PFIC will be made on an annual basis and will depend on the composition of
our income and assets, including goodwill. The calculation of goodwill will be based, in part, on the market value of our ordinary
shares from time to time, which may be volatile. In general, we will be classified as a PFIC for any taxable year in which either (1)
at least 75% of our gross income is passive income or (2) at least 50% of the value (determined on the basis of a quarterly average)
of our assets is attributable to assets that produce or are held for the production of passive income. For purposes of these tests, cash,
including working capital, and investments are considered assets that produce or are held for the production of passive income. If a
corporation would otherwise be a PFIC in its start-up year (defined as the first taxable year such corporation earns gross income), it
is not treated as a PFIC in that taxable year, provided that: (i) no predecessor corporation was a PFIC; (ii) it is established to the
Internal Revenue Service’s satisfaction that the corporation will not be a PFIC in either of the two succeeding taxable years; and
(iii) the corporation is not, in fact, a PFIC for either succeeding taxable year. We cannot assure you that we will not be treated as a
PFIC for U.S. federal income tax purposes. We urge U.S. investors to consult their own tax advisors regarding the possible
application of the PFIC rules.

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                                                          USE OF PROCEEDS
     We estimate that the net proceeds of this offering, in addition to the funds we will receive from the sale of the insider warrants
(all of which will be deposited into the trust account), will be as set forth in the following table:




                                                                                   Without Over-            Over-Allotment
                                                                                  Allotment Option          Option Exercised
        Gross proceeds
          From offering                                                       $      32,000,000         $      36,800,000
           From private placement                                                   1,500,000                1,500,000
             Total gross proceeds                                                  33,500,000               38,300,000

         Offering expenses (1)
                                                                                                (2)                      (2)
           Underwriting discount (7% of gross proceeds from offering,               1,440,000                1,656,000
             4.5% of which is payable at closing and 2.5% of which is
             payable upon consummation of a business combination)
           Legal fees and expenses (including blue sky services and                   350,000                  350,000
             expenses)
           Printing and engraving expenses                                            100,000                  100,000
           Accounting fees and expenses                                                50,000                   50,000
           FINRA filing fee                                                             7,282                    7,282
           SEC registration fee                                                         2,083                    2,083
           Miscellaneous expenses (3)                                                  40,635                   40,635
         Net proceeds
           Held in trust                                                           31,360,000               35,944,000
           Not held in trust                                                          150,000                  150,000
             Total net proceeds                                                    31,510,000               36,094,000

         Use of net proceeds not held in trust and amounts available
           from interest income earned on the trust account (4)
         Legal, accounting and other third party expenses attendant to      $         400,000                     (33.3 )%
           the search for target businesses and to the due diligence
           investigation, structuring and negotiation of a business
           combination
         Payment of administrative fee to CS Capital USA ($7,500 per                  225,000                     (18.8 )%
           month for 30 months)
         Due diligence of prospective target businesses by officers,                  200,000                     (16.7 )%
           directors and existing shareholders
         Legal and accounting fees relating to SEC reporting obligations              200,000                     (16.7 )%

         Working capital to cover miscellaneous expenses, D&O                         175,000                     (14.5 )%
          insurance, general corporate purposes, liquidation obligations
          and reserves
             Total                                                          $       1,200,000                    (100.0 )%




(1) A portion of the offering expenses, including the SEC registration fee, the FINRA filing fee and a portion of the legal and audit
    fees, have been or will be paid from the funds we received from Chien Lee and Sylvia Lee described below. These funds will
    be repaid out of the proceeds of this offering available to us.
(2) No discounts or commissions will be paid with respect to the purchase of the insider warrants. For purposes of presentation, the
    underwriting discounts are reflected as the amount payable to the underwriters upon consummation of the offering. An
    additional $800,000, or $920,000 if the over-allotment option is exercised in full, all of which will be deposited in trust
    following the consummation of the offering, is payable to the underwriters only if and when we consummate a business
    combination.
(3) The miscellaneous expenses are anticipated to be allocated for ―road show‖ and other expenses (such as mailing and
    distribution charges) incurred by or on our behalf. To the extent not used for such purposes, any remainder will be received by
    us and included in our working capital following the offering.
(4) The amount of proceeds not held in trust will remain constant at $150,000 even if the over-allotment is exercised. In addition,
    $1,050,000 of interest income earned on the amounts held in the trust account will

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    be available to us to pay for our working capital requirements. For purposes of presentation, the full amount available to us is
    shown as the total amount of net proceeds available to us immediately following the offering.
    In addition to the offering of units by this prospectus, CS Capital USA has committed to purchase the insider warrants (for an
aggregate purchase price of $1,500,000) from us. These purchases will take place on a private placement basis simultaneously with
the consummation of this offering. We will not pay any discounts or commissions with respect to the purchase of the insider
warrants. All of the proceeds we receive from this purchase will be placed in the trust account described below.
    $29,860,000, or $34,444,000 if the over-allotment option is exercised in full, of net proceeds of this offering, plus the
$1,500,000 we will receive from the sale of the insider warrants, will be placed in a trust account at _________, maintained by
Continental Stock Transfer & Trust Company, New York, New York, as trustee. This amount includes a portion of the
underwriting discounts and commissions payable to the underwriters in this offering. The underwriters have agreed that such
amount will not be paid unless and until we consummate a business combination and have waived their right to receive such
payment upon our liquidation if we are unable to complete a business combination. The funds held in trust will be invested only in
United States ―government securities‖ within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a
maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act of 1940, so that we are not deemed to be an investment company under the Investment Company Act.
Except with respect to interest income that may be released to us of (i) up to $1,050,000 to fund expenses related to investigating
and selecting a target business and our other working capital requirements and (ii) any additional amounts we may need to pay our
income or other tax obligations, the proceeds will not be released from the trust account until the earlier of the completion of a
business combination or our liquidation. If the underwriters determine the size of the offering should be increased or decreased,
such an increase or decrease in offering size could also result in a proportionate increase or decrease in the amount of interest we
may withdraw from the trust account. The proceeds held in the trust account may be used as consideration to pay the sellers of a
target business with which we complete a business combination. Any amounts not paid as consideration to the sellers of the target
business may be used to finance operations of the target business.
    The payment to CS Capital USA, an affiliate of Chien Lee, our chairman of the board and chief executive officer, and Sylvia
Lee, our president, chief financial officer, secretary and member of our board of directors, of a monthly fee of $7,500 is for general
and administrative services including office space, utilities and secretarial support. This arrangement is being agreed to by CS
Capital USA for our benefit and is not intended to provide Mr. Lee or Ms. Lee compensation in lieu of a salary. We believe, based
on rents and fees for similar services in the Miami, Florida metropolitan area, that the fee charged by CS Capital USA is at least as
favorable as we could have obtained from an unaffiliated person. This arrangement will terminate upon completion of a business
combination or the distribution of the trust account to our public shareholders. Other than the $7,500 per month administrative fee,
no compensation of any kind (including finder’s, consulting or other similar fees) will be paid to any of our existing officers,
directors, shareholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of
the business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for
any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target
businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and
from the offices, plants or similar locations of prospective target businesses to examine their operations. Reimbursement for such
expenses will be paid by us out of the funds not held in trust and currently allocated to ―Legal, accounting and other third-party
expenses attendant to the search for target businesses and to the due diligence investigation, structuring and negotiation of a
business combination,‖ ―Due diligence of prospective target businesses by our officers, directors and existing shareholders‖ and
―Working capital to cover miscellaneous expenses, D&O insurance, general corporate purposes, liquidation obligations and
reserves.‖ Since the role of present management after a business combination is uncertain, we have no ability to determine what
remuneration, if any, will be paid to those persons after a business combination.

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    Regardless of whether the over-allotment option is exercised in full, the net proceeds from this offering available to us out of
trust for our search for a business combination will be approximately $150,000. In addition, interest earned on the funds held in the
trust account, up to $1,050,000, may be released to us to fund our working capital requirements. We intend to use the excess
working capital (approximately $175,000) for director and officer liability insurance premiums (approximately $120,000), with the
balance of $55,000 being held in reserve for tax payments and in the event due diligence, legal, accounting and other expenses of
structuring and negotiating business combinations exceed our estimates, as well as for reimbursement of any out-of-pocket
expenses incurred by our existing shareholders in connection with activities on our behalf as described below. We will also be
entitled to have interest earned on the funds held in the trust account released to us to pay any tax obligations that we may owe. We
believe these funds will be sufficient to cover the foregoing expenses and reimbursement costs. We could use a portion of the funds
not being placed in trust to pay fees to consultants to assist us with our search for a target business or as a down payment or to fund
a ―no-shop‖ provision (a provision in letters of intent designed to keep target businesses from ―shopping‖ around for transactions
with other companies on terms more favorable to such target businesses) with respect to a particular proposed business
combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right
to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a ―no-shop‖ provision
would be determined based on the terms of the specific business combination and the amount of our available funds at the time.
Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to
continue searching for, or conducting due diligence with respect to, potential target businesses.
   The allocation of the net proceeds available to us outside of the trust account, along with the available interest earned on the
funds held in the trust account, represents our best estimate of the intended uses of these funds. In the event that our assumptions
prove to be inaccurate, we may reallocate some of such proceeds within the above described categories.
    We will likely use substantially all of the net proceeds of this offering, including the funds held in the trust account, to acquire a
target business and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as
consideration to effect a business combination, the proceeds held in the trust account which are not used to consummate a business
combination will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as
working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways
including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and
development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we
had incurred prior to the completion of our business combination if the funds available to us outside of the trust account were
insufficient to cover such expenses.
    To the extent we are unable to consummate a business combination, we will pay the costs of liquidation from our remaining
assets outside of the trust account. If such funds are insufficient, certain of our initial shareholders have agreed to advance us the
funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and have agreed not
to seek repayment of such expenses.
    Chien Lee and Sylvia Lee have advanced to us a total of $125,000 which was used to pay a portion of the expenses of this
offering referenced in the line items above for SEC registration fee, FINRA filing fee and a portion of the legal and audit fees and
expenses. The loans will be payable without interest on the earlier of October 15, 2008 or the consummation of this offering. The
loans will be repaid out of the proceeds of this offering available to us for payment of offering expenses.
    We believe that, upon consummation of this offering, we will have sufficient available funds (which includes amounts that may
be released to us from the trust account) to operate for the next 30 months, assuming that a business combination is not
consummated during that time.
    A public shareholder will be entitled to receive funds from the trust account (including interest earned on his, her or its portion
of the trust account) only in the event of our automatic liquidation and dissolution or if that public shareholder redeems such shares
into cash in connection with a business combination which the public shareholder voted against and which we consummate. In no
other circumstances will a public shareholder have any right or interest of any kind to or in the trust account.

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                                                                 DILUTION
    The difference between the public offering price per ordinary share, assuming no value is attributed to the warrants included in
the units we are offering by this prospectus and the insider warrants, and the pro forma net tangible book value per ordinary share
after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with
the sale and exercise of warrants , including the insider warrants. Net tangible book value per share is determined by dividing our
net tangible book value, which is our total tangible assets less total liabilities (including the value of ordinary shares which may be
redeemed for cash), by the number of outstanding ordinary shares.
   At October 31, 2007, our net tangible book value was a deficiency of $28,245, or approximately $(0.03) per ordinary share.
After giving effect to the sale of 4,000,000 ordinary shares included in the units we are offering by this prospectus, and the
deduction of underwriting discounts and estimated expenses of this offering, and the sale of the insider warrants, our pro forma net
tangible book value at October 31, 2007 would have been $18,186,845 or $5.77 per share, representing an immediate increase in
net tangible book value of $5.80 per share to the existing shareholders and an immediate dilution of $2.23 per share or 28% to new
investors not exercising their redemption rights. For purposes of presentation, our pro forma net tangible book value after this
offering is approximately $12,543,992 less than it otherwise would have been because if we effect a business combination, the
redemption rights to the public shareholders (but not our existing shareholders) may result in the conversion into cash of up to
approximately 39.99% of the aggregate number of the shares sold in this offering at a per-share redemption price equal to the
amount in the trust account (a portion of which is made up of $800,000 in deferred underwriting discounts and commissions) as of
two business days prior to the consummation of the proposed business combination, inclusive of any interest then held in the trust
account, divided by the number of shares sold in this offering.
   The following table illustrates the dilution to the new investors on a per-share basis, assuming no value is attributed to the
warrants included in the units and the insider warrants:




              Public offering price                                                                       $       8.00
                Net tangible book value before this offering                              $     (.03 )

                Increase attributable to new investors and private sales                       5.80
              Pro forma net tangible book value after this offering                                               5.77
              Dilution to new investors                                                                   $       2.23

   The following table sets forth information with respect to our existing shareholders and the new investors:




                                             Shares Purchased                      Total Consideration                 Average
                                                                                                                       Price Per
                                                                                                                        Share
                                          Number            Percentage           Amount             Percentage
                                                      (1)
        Existing shareholders             1,150,000              20.0 %    $          25,000             0.08 %    $      0.02
        New investors                    4,000,000              80.0 %    $     32,000,000       99.92 %    $    8.00


                                         5,000,000             100.0 %    $     32,025,000       100.0 %




(1) Assumes the over-allotment option has not been exercised and an aggregate of 150,000 ordinary shares have been forfeited by
    our initial shareholders as a result thereof.

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   The pro forma net tangible book value after the offering is calculated as follows:




             Numerator:
               Net tangible book value before this offering                             $            (28,245 )
               Proceeds from this offering and private placement                                  31,510,000
               Proceeds from option sold to underwriter                                                  100
               Offering costs paid in advance and excluded from net tangible book                     48,982
                 value before this offering
               Less: Deferred underwriter’s fee paid upon consummation of a                         (800,000 )
                  business combination
                Less: Proceeds held in trust subject to redemption to cash                             (12,543,992 )
                                                                                            $           18,186,845

              Denominator:
                Ordinary shares outstanding prior to this offering                                        1,000,000 (1)
                Ordinary shares included in the units offered                                             4,000,000
                Less: Shares subject to redemption                                                       (1,599,999 )
                Less: Shares to be forfeited by the existing stockholders in the event                     (249,875 )
                  of maximum redemption
                                                                                                         3,150,126




(1) Assumes the over-allotment option has not been exercised and an aggregate of 150,000 ordinary shares have been forfeited by
    our initial shareholders as a result thereof.

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                                                         CAPITALIZATION
    The following table sets forth our capitalization at October 31, 2007 and as adjusted to give effect to the sale of our units and
the application of the estimated net proceeds derived from the sale of our units:




                                                                                                 October 31, 2007
                                                                                        Actual             As Adjusted
        Ordinary Shares, $.0001 par value, -0- and 1,599,999 shares which are      $     100,000                         —
          subject to possible conversion, shares at conversion value
        Deferred underwriting discount ($0.20 per share)                                         —    $          800,000
        Value of ordinary shares which may be redeemed for an interest in the                    —    $       12,543,992
          trust fund, as adjusted ($7.84 per share)
        Shareholders’ equity:
          Preferred shares, $.0001 par value, 1,000,000 shares authorized;                       —                       —
             none issued or outstanding
          Ordinary Shares, $.0001 par value, 50,000,000 shares authorized;                   115                     315
             1,150,000 shares issued and outstanding, actual; 3,150,126 (1)
             shares issued and outstanding (excluding 1,599,999 shares subject
             to possible redemption and 249,875 shares subject to forfeiture),
             as adjusted
          Additional paid-in capital                                                      24,885              18,190,793
          Deficit accumulated during the development stage                                (4,263 )                (4,263 )

             Total shareholders’ equity                                                   20,737              18,186,845

             Total capitalization                                                  $     120,737      $       31,530,837




(1) Assumes the over-allotment option has not been exercised and an aggregate of 150,000 ordinary shares have been forfeited by
    our initial shareholders as a result thereof.
    If we consummate a business combination, the redemption rights afforded to our public shareholders (but not our existing
shareholders)may result in the conversion into cash of up to approximately 39.99% of the aggregate number of shares sold in this
offering at a per-share redemption price equal to the amount in the trust account (a portion of which is made up of $800,000 in
deferred underwriting discounts and commissions), inclusive of any interest thereon not previously released to us, as of two
business days prior to the proposed consummation of a business combination divided by the number of shares sold in this offering.

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                                       MANAGEMENT’S DISCUSSION AND ANALYSIS
                               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     We were formed on September 24, 2007 to serve as a vehicle to acquire, through a share exchange, asset acquisition or other
similar business combination, an operating business, or control of such operating business through contractual arrangements, that
has its principal operations located in the People’s Republic of China. We intend to utilize cash derived from the proceeds of this
offering, our securities, debt or a combination of cash, securities and debt, in effecting a business combination. The issuance of
additional ordinary or preferred shares:
   •    may significantly reduce the equity interest of our shareholders;
   •    may subordinate the rights of holders of ordinary shares if we issue preferred shares with rights senior to those afforded to
        our ordinary shares;
   •    will likely cause a change in control if a substantial number of our ordinary shares are issued, which may affect, among
        other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the
        resignation or removal of our present officers and directors; and
   •    may adversely affect prevailing market prices for our securities.
   Similarly, if we issue debt securities, it could result in:
   •    default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt
        obligations;
   •    acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when
        due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we
        breach any such covenant without a waiver or renegotiation of that covenant;
   •    our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and
   •    our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to
        obtain additional financing while such security is outstanding.
   We have neither engaged in any operations nor generated any revenues to date. Our entire activity since inception has been to
prepare for our proposed fundraising through an offering of our equity securities.
    We estimate that the net proceeds from the sale of the units, after deducting offering expenses of approximately $550,000 and
underwriting discounts of $2,240,000, or $2,576,000 if the over-allotment option is exercised in full, will be approximately
$29,210,000, or $33,674,000 if the underwriters’ over-allotment option is exercised in full. However, the underwriters have agreed
that 2.5% of the underwriting discounts and commissions will be deferred and will not be payable unless and until we consummate
a business combination. Accordingly, $29,860,000, or $34,444,000 if the over-allotment option is exercised in full, plus the
$1,500,000 we will receive from the sale of the insider warrants, will be held in trust and the remaining $150,000 in either event
will not be held in trust. We intend to use substantially all of the net proceeds of this offering, including the funds held in the trust
account (excluding deferred underwriting discounts and commissions), to acquire a target business and to pay our expenses relating
thereto. To the extent that our share capital is used in whole or in part as consideration to effect a business combination, the
remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to
finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or
expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new
products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the
completion of our business combination if the funds available to us outside of the trust account were insufficient to cover such
expenses.
    We believe that, upon consummation of this offering, the $150,000 of net proceeds not held in the trust account plus the up to
$1,050,000 of interest earned on the trust account balance that may be released to us to fund our working capital requirements will
be sufficient to allow us to operate for at least the next 30 months,

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assuming that a business combination is not consummated during that time. Over this time period, we will be using these funds for
identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses,
traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and
material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and
consummating the business combination. We anticipate that we will incur approximately:
   •    $400,000 of expenses for the search for target businesses and for the legal, accounting and other third-party expenses
        attendant to the due diligence investigations, structuring and negotiating of a business combination;
   •    $225,000 for the administrative fee payable to CS Capital USA ($7,500 per month for thirty months);
   •    $200,000 of expenses for the due diligence and investigation of a target business by our officers, directors and existing
        shareholders;
   •    $200,000 of expenses in legal and accounting fees relating to our SEC reporting obligations;
   •    $175,000 for general working capital that will be used for miscellaneous expenses and reserves, including approximately
        $120,000 for director and officer liability insurance premiums.
    We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for
operating our business. However, we 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 us, although we have not entered into any such
arrangement and have no current intention of doing so.
   We are obligated, commencing on the date of this prospectus, to pay to CS Capital USA, an affiliate of Chien Lee and Sylvia
Lee, a monthly fee of $7,500 for general and administrative services.
    Prior to the date of this prospectus, Chien Lee and Sylvia Lee advanced an aggregate of $125,000 to us, on a non-interest
bearing basis, for payment of offering expenses on our behalf. The loans will be payable without interest on the earlier of October
15, 2008 or the consummation of this offering. The loans will be repaid out of the proceeds of this offering not being placed in
trust.
    CS Capital USA has committed to purchase an aggregate of 1,500,000 warrants at $1.00 per warrant (for a total purchase price
of $1,500,000) from us. These purchases will take place on a private placement basis simultaneously with the consummation of this
offering.

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                                                     PROPOSED BUSINESS
Introduction
     We are a recently formed Cayman Islands blank check company incorporated as an exempted company with limited liability
on September 24, 2007 in order to serve as a vehicle for the acquisition of an operating business in the PRC. Exempted companies
are Cayman Islands companies wishing to conduct business outside the Cayman Islands.
Opportunities in China
    Opportunities for market expansion have emerged for businesses with operations in China due to certain changes in the PRC’s
political, economic and social policies as well as certain fundamental changes affecting the PRC and its neighboring countries. We
believe that China represents both a favorable environment for making acquisitions and an attractive operating environment for a
target business for several reasons, including:
   •    prolonged economic expansion within China, including gross domestic product growth of approximately 9% on average
        over the last 25 years, including 9.5% in 2004, 9.9% in 2005, ___% in 2006 (National Bureau of Statistics of China);
   •    increased government focus within China on privatizing assets, improving foreign trade and encouraging business and
        economic activity;
   •    favorable labor rates and efficient, low-cost manufacturing capabilities;
   •    the recent entry of China into the World Trade Organization, the sole global international organization dealing with the
        rules of trade between nations, which may lead to a reduction on tariffs for industrial products, a reduction in trade
        restrictions and an increase in trading with the United States; and
   •    the fact that China’s public equity markets are not as well developed and active as the equity markets within the United
        States and are characterized by companies with relatively small market capitalizations and low trading volumes, thereby
        causing Chinese companies to attempt to be listed on the United States equity markets.
   We believe that these factors and others should enable us to acquire a target business with growth potential on favorable terms.
Government Regulations
Government Regulations Relating to Foreign Exchange Controls
     The principal regulation governing foreign exchange in China is the Foreign Currency Administration Rules (IPPS), as
amended. Under these rules, the Renminbi, China’s 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 (―SAFE‖) of China is obtained. Foreign investment enterprises (―FIEs‖) are required to apply to the SAFE for ―Foreign
Exchange Registration Certificates for FIEs.‖ Following a business combination, involving a change of equity ownership of a PRC
operating entity or through contractual arrangements with a PRC operating entity. Our subsidiary will likely be an FIE as a result of
our ownership structure. 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.
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 our ability to operate following a business combination.
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 as long as proper foreign
exchange registrations are made with the SAFE.

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Government Regulations Relating to Taxation
    According to the PRC income Tax Law of Foreign Investment Enterprises and Foreign Enterprises and the Implementation
Rules for the Income Tax Law, the standard Enterprise Income Tax (―EIT‖) rate of FIEs is 33%, reduced or exempted in some
cases under any applicable laws or regulations. Income such as dividends and profits derived from the PRC by a foreign enterprise
which has no establishment in the PRC is subject to a 20% withholding tax, unless reduced or exempted by any applicable laws or
regulations. The profit derived by a foreign investor from a FIE is currently exempted from EIT. The EIT Law of the People’s
Republic of China (―New EIT Law‖), was promulgated on March 16, 2007 and will become effective on January 1, 2008. The New
EIT Law lowers the EIT from 33% to 25%. The tax preferential treatments that are generally available to existing FIEs will be
either removed or phased out after January 1, 2008, and will no longer be available to new FIEs that are established after January 1,
2008. Certain special tax treatments will be made available to companies that are conducting business in certain sectors that are
considered ―encouraged‖ by the government such as clean energy, high-tech business, etc. It is also believed that the New EIT Law
will remove the dividend tax exemption that is currently enjoyed by foreign investors that are shareholders of FIEs in China.
Regulation of Foreign Currency Exchange and Dividend Distribution
    Foreign Currency Exchange . Foreign currency exchange in China 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 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 SAFE.
    Regulation of Foreign Exchange in Certain Onshore and Offshore Transactions . Pursuant to recent regulations issued by the
SAFE, PRC residents are required to register with and receive approvals from SAFE in connection with offshore investment
activities. SAFE has stated that the purpose of these regulations is to ensure the proper balance of foreign exchange and the
standardization of the cross-border flow of funds.
    On January 24, 2005, SAFE issued a regulation stating that SAFE approval is required for any sale or transfer by the PRC
residents of a PRC company’s assets or equity interests to foreign entities in exchange for the equity interests or assets of the
foreign entities. The regulation also states that, when registering with the foreign exchange authorities, a PRC company acquired by
an offshore company must clarify whether the offshore company is controlled or owned by PRC residents and whether there is any
share or asset link between or among the parties to the acquisition transaction.
    On April 8, 2005, SAFE issued another regulation further explaining and expanding upon the January regulation. The April
regulation clarified that, where a PRC company is acquired by an offshore company in which PRC residents directly or indirectly
hold shares, such PRC residents must (i) register with the local SAFE regarding their respective ownership interests in the offshore
company, even if the transaction occurred prior to the January regulation, and (ii) file amendments to such registration concerning
any material events of the offshore company, such as changes in share capital and share transfers. The April regulation also
expanded the statutory definition of the term ―foreign acquisition‖, making the regulations applicable to any transaction that results
in PRC residents directly or indirectly holding shares in the offshore company that has an ownership interest in a PRC company.
The April regulation also provides that failure to comply with the registration procedures set forth therein may result in the
imposition of restrictions on the PRC company’s foreign exchange activities and its ability to distribute profits to its offshore parent
company.

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   On October 21, 2005, SAFE issued the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-raising
and Reverse Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies, or Notice 75, which
became effective as of November 1, 2005. Notice 75 replaced the two rules issued by SAFE in January and April 2005 mentioned
above.
   According to Notice 75:
   •    prior to establishing or assuming control of an offshore company for the purpose of financing that offshore company with
        assets or equity interests in an onshore enterprise in the PRC, each PRC resident, whether a natural or legal person, must
        complete the overseas investment foreign exchange registration procedures with the relevant local SAFE branch;
   •    an amendment to the registration with the local SAFE branch is required to be filed by any PRC resident that directly or
        indirectly holds interests in that offshore company upon either (1) the injection of equity interests or assets of an onshore
        enterprise to the offshore company, or (2) the completion of any overseas fund raising by such offshore company; and
   •    an amendment to the registration with the local SAFE branch is also required to be filed by such PRC resident when there
        is any material change involving a change in the capital of the offshore company, such as (1) an increase or decrease in its
        capital, (2) a transfer or swap of shares, (3) a merger or division, (4) a long term equity or debt investment, or (5) the
        creation of any security interests over the relevant assets located in China.
    Moreover, Notice 75 applies retroactively. As a result, PRC residents who have established or acquired control of offshore
companies that have made onshore investments in the PRC in the past are required to complete the relevant overseas investment
foreign exchange registration procedures by March 31, 2006. Under the relevant rules, failure to comply with the registration
procedures set forth in Notice 75 may result in restrictions being imposed on the foreign exchange activities of the relevant onshore
company, including the payment of dividends and other distributions to its offshore parent or affiliate and the capital inflow from
the offshore entity, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration
regulations.
    As a Cayman Islands company, and therefore a foreign entity, if we purchase the assets or equity interest of a PRC company
owned by PRC residents, such PRC residents will be subject to the registration procedures described in the regulations as currently
drafted. Moreover, PRC residents who are beneficial holders of our shares are required to register with SAFE in connection with
their investment in us.
    As a result of the lack of implementing rules, other uncertainties concerning how the existing SAFE regulations will be
interpreted or implemented, and uncertainty as to when the new regulations will take effect, we cannot predict how they will affect
our business operations following a business combination. For example, our ability to conduct foreign exchange activities
following a business combination, such as remittance of dividends and foreign-currency-denominated borrowings, may be subject
to compliance with the SAFE registration requirements by such PRC residents, over whom we have no control. In addition, we
cannot assure you that such PRC residents will be able to complete the necessary approval and registration procedures required by
the SAFE regulations. We will require all our shareholders, following a business combination, who are PRC residents to comply
with any SAFE registration requirements, although we have no control over either our shareholders or the outcome of such
registration procedures. Such uncertainties may restrict our ability to implement our acquisition strategy and adversely affect our
business and prospects following a business combination.
   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;

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   •    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.
Regulation of Foreign Investors’ Merging Chinese Enterprises
    On August 8, 2006, the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission, State
Administration of Taxation, State Administration for Industry and Commerce, China Securities Regulatory Commission and State
Administration of Foreign Exchange jointly promulgated the Provisions for Foreign Investors to Merge Domestic Enterprises,
which will take effect from September 8, 2006, replacing the Interim Provisions for Foreign Investors to Merge Domestic
Enterprises issued in March 2003 by four authorities, the Ministry of Foreign Trade and Economic Cooperation, State
Administration of Taxation, State Administration for Industry and Commerce and State Administration of Foreign Exchange. The
State-owned Assets Supervision and Administration Commission and China Securities Regulatory Commission newly join the
regulation promulgation.
    The requirements and approval procedures for the Equity Acquisition and Assets Acquisition remains unchanged as those in the
interim regulation. The new regulation adds one chapter on the acquisition with equity as the consideration including one section on
the special purpose company. This chapter stipulated the relevant conditions and approval procedures in detail making such
acquisitions workable. The currently mandatory requirement for the submission of fund remittance into China will be changed.
   The Anti-monopoly Chapter in the new regulation is more or less the same as the existing interim regulation, although Chinese
government is recently tightening such control.
   We cannot predict how such regulations especially the anti-monopoly examination will affect our future completion of a
business combination. However, we are confident our strong and in-depth understanding of Chinese market would help us
minimize the negative impacts.
Use of Contractual Arrangements
    The government of the PRC has restricted or limited foreign ownership of certain kinds of assets and companies operating in
certain industries. The industry groups that are restricted are wide ranging, including certain aspects of telecommunications,
advertising, food production, and heavy equipment manufacturers, for example. In addition there can be restrictions on the foreign
ownership of businesses that are determined from time to time to be in ―important industries‖ that may affect the national economic
security or having ―famous Chinese brand names‖ or ―well established Chinese brand names.‖ Subject to the review requirements
of the Ministry of Commerce and other relevant agencies as discussed elsewhere for acquisitions of assets and companies in the
PRC and subject to the various percentage ownership limitations that exist from time to time, acquisitions involving foreign
investors and parties in the various restricted categories of assets and industries may nonetheless sometimes be consummated using
contractual arrangements with permitted Chinese parties. To the extent that such agreements are employed, they may be for control
of specific assets such as intellectual property or control of blocks of the equity ownership interests of a company. The agreements
would be designed to provide our company with the economic benefits of and control over the subject assets or equity interests
similar to the rights of full ownership, while leaving the technical ownership in the hands of Chinese parties who would be our
nominees.
    For example, these contracts could result in a structure where, in exchange for our payment of the acquisition consideration, (i)
the target company would be majority owned by Chinese residents whom we designate and the target company would continue to
hold the requisite licenses for the target business, and (ii) we would establish a new subsidiary in China which would provide
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and related services to the target company in exchange for fees, which would transfer to us substantially all of the economic
benefits of ownership of the target company.
   These contractual arrangements would be designed to provide the following:
   •    Our exercise of effective control over the target company;
   •    A substantial portion of the economic benefits of the target company would be transferred to us; and
   •    We, or our designee, would have an exclusive option to purchase all or part of the equity interests in the target company
        owned by the Chinese residents whom we designate, or all or part of the assets of the target company, in each case when
        and to the extent permitted by Chinese regulations.
    While we cannot predict the terms of any such contract that we will be able to negotiate, at a minimum, any contractual
arrangement would need to provide us with (i) effective control over the target’s operations and management either directly through
board control or through affirmative and/or negative covenants and veto rights with respect to matters such as entry into material
agreements, management changes and issuance of debt or equity securities, among other potential control provisions and (ii) a
sufficient level of economic interest to ensure that we satisfy the 80% net asset test required for our initial business combination.
We have not, however, established specific provisions which must be in an agreement in order to meet the definition of business
combination. We would obtain an independent appraisal from an investment bank or industry expert for the purpose of determining
the fair value of any contractual arrangement.
    These agreements likely also would provide for increased ownership or full ownership and control by us when and if permitted
under PRC law and regulation. If we choose to effect a business combination that employs the use of these types of control
arrangements, we may have difficulty in enforcing our rights. Therefore these contractual arrangements may not be as effective in
providing us with the same economic benefits, accounting consolidation or control over a target business as would direct
ownership.
Effecting a Business Combination
General
    We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of
time following this offering. We intend to utilize cash derived from the proceeds of this offering, our capital stock, debt or a
combination of these in effecting a business combination. Although substantially all of the net proceeds of this offering are
intended to be applied generally toward effecting a business combination as described in this prospectus, the proceeds are not
otherwise being designated for any more specific purposes. Accordingly, investors in this offering are investing without first having
an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may
involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to
establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a
public offering itself. These include time delays, significant expense, loss of voting control and compliance with various Federal
and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be
financially unstable or in its early stages of development or growth. While we may seek to effect simultaneous business
combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect
only a single business combination.
We Have Not Identified a Target Business
    To date, we have not selected any target business on which to concentrate our search for a business combination. None of our
officers, directors, promoters and other affiliates has engaged in discussions on our behalf with representatives of other companies
regarding the possibility of a potential merger, capital stock exchange, asset acquisition or other similar business combination with
us, nor have we, nor any of our agents or affiliates, been approached by any candidates (or representatives of any candidates) with
respect to a possible business combination with us. Additionally, we have not, nor has anyone on our behalf, taken any measure,
directly or indirectly, to identify or locate any suitable acquisition candidate, nor have we engaged or retained any agent or other
representative to identify or locate such an acquisition candidate. We have also not

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conducted any research with respect to identifying the number and characteristics of the potential acquisition candidates. As a
result, we cannot assure you that we will be able to locate a target business or that we will be able to engage in a business
combination with a target business on favorable terms or at all.
    Subject to the limitations that a target business have its principal operations in the People’s Republic of China and have a fair
market value of at least 80% of our net assets at the time of the acquisition, as described below in more detail, we will have
virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. We have not established any other
specific attributes or criteria (financial or otherwise) for prospective target businesses. Accordingly, there is no basis for investors
in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete a business
combination. To the extent we effect a business combination with a financially unstable company or an entity in its early stage of
development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks
inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. Although
our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will
properly ascertain or assess all significant risk factors.
Sources of Target Businesses
    While we have not yet identified any acquisition candidates, we believe based on our management’s business knowledge and
past experience that there are numerous acquisition candidates. We anticipate that target business candidates will be brought to our
attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged
buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought to our
attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also
introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will have
read this prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may
also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal
or informal inquiries or discussions they may have, as well as attending trade shows or conventions. While we do not presently
anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal
basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or
other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. Our management has
experience in evaluating transactions , but will retain advisors as they deem necessary to assist them in their due diligence efforts. If
we become aware of a potential business combination outside of the industries which our officers and directors have their most
extensive experience, it is more likely that they would retain consultants and advisors with experience in such industries to assist in
the evaluation of such business combination and in our determination of whether or not to proceed with such a business
combination, although we are not required to do so and may determine that our management is able to make its own determinations
based on its collective business experience. In no event, however, will any of our existing officers, directors or shareholders, or any
entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they
render in order to effectuate, the consummation of a business combination (regardless of the type of transaction that it is). If we
determine to enter into a business combination with a target business that is affiliated with our officers, directors, special advisors
or shareholders, we would do so only if we obtained an opinion from an independent investment banking firm that the business
combination is fair to our unaffiliated shareholders from a financial point of view. However, as of the date of this prospectus, there
are no affiliated entities that we would consider as a business combination target.
Selection of a Target Business and Structuring of a Business Combination
    Subject to the requirement that our initial business combination must be with a target business having its principal operations in
the People’s Republic of China and a fair market value that is at least 80% of our net assets at the time of such acquisition, our
management will have virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not
established any other specific attributes or criteria (financial or otherwise) for prospective target businesses. In evaluating a
prospective target business, our management may consider a variety of factors, including one or more of the following:

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   •    identified infrastructure projects requiring one-time capital investment;
   •    stable, growing cash flows;
   •    high barriers to entry;
   •    opportunities for organic and acquisition growth;
   •    highly developed economic environment; and
   •    books and accounts that have been audited by a fully qualified auditing firm duly registered in the PRC and proper
        business records.
    These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will
be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in
effecting a business combination consistent with our business objective. In evaluating a prospective target business, we will
conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and
inspection of facilities, as well as review of financial and other information which is made available to us. This due diligence
review will be conducted either by our management or by unaffiliated third parties we may engage, although we have no current
intention to engage any such third parties. We are also required to have all prospective target businesses execute agreements with
us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. If any prospective target
business refused to execute such agreement, we would cease negotiations with such target business.
    The time and costs required to select and evaluate a target business and to structure and complete the business combination
cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of
a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce
the amount of capital available to otherwise complete a business combination.
Fair Market Value of Target Business
    The target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of our net
assets at the time of such acquisition, although we may acquire a target business whose fair market value significantly exceeds 80%
of our net assets. We anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target
business. We may, however, structure a business combination to acquire less than 100% of such interests or assets of the target
business but will not acquire less than a controlling interest (meaning not less than 50.1% of the voting securities of the target
business). If we acquire only a controlling interest in a target business or businesses, the portion of such business that we acquire
must have a fair market value equal to at least 80% of our net assets. In order to consummate such an acquisition, we may issue a
significant amount of our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through a
private offering of debt or equity securities. If we issue securities in order to consummate a business combination, our shareholders
could end up owning a minority of the combined company as there is no requirement that our shareholders own a certain
percentage of our company after our business combination. Since we have no specific business combination under consideration,
we have not entered into any such fund raising arrangement. The fair market value of the target will be determined by our board of
directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales,
earnings and cash flow and/or book value). If our board is not able to independently determine that the target business has a
sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm with respect to
the satisfaction of such criteria. As the opinion will be addressed to our board of directors for their use in evaluating the transaction,
we do not anticipate that our shareholders will be entitled to rely on such opinion. However, as the opinion will be attached to, and
thoroughly described in, our proxy soliciting materials, we believe investors will be provided with sufficient information in order to
allow them to properly analyze the transaction. Accordingly, whether the independent investment banking firm allows shareholders
to rely on their opinion will not be a factor in determining which firm to hire. We will not be required to obtain an opinion from an
investment banking firm as to the fair market value if our board of directors independently determines that the target business
complies with the 80% threshold.

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Lack of Business Diversification
     Our business combination must be with a target business or businesses that collectively satisfy the minimum valuation standard
at the time of such acquisition, as discussed above, although this process may entail the simultaneous acquisitions of several
operating businesses at the same time. Therefore, at least initially, the prospects for our success may be entirely dependent upon the
future performance of a single business. Unlike other entities which may have the resources to complete several business
combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have
the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a
business combination with only a single entity, our lack of diversification may:
   •    subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial
        adverse impact upon the particular industry in which we may operate subsequent to a business combination, and
   •    result in our dependency upon the performance of a single operating business or the development or market acceptance of
        a single or limited number of products, processes or services.
    If we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need
for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other
acquisitions, which may make it more difficult for us, and delay our ability, to complete the business combination. With multiple
acquisitions, we could also face additional risks, including additional burdens and costs with respect to possible multiple
negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent
assimilation of the operations and services or products of the acquired companies in a single operating business.
Limited Ability to Evaluate the Target Business’ Management
    Although we intend to scrutinize the management of a prospective target business when evaluating the desirability of effecting
a business combination, we cannot assure you that our assessment of the target business’ management will prove to be correct. In
addition, we cannot assure you that the future management will have the necessary skills, qualifications or abilities to manage a
public company. Furthermore, the future role of our officers and directors, if any, in the target business following a business
combination cannot presently be stated with any certainty. While it is possible that some of our key personnel will remain
associated in senior management or advisory positions with us following a business combination, it is unlikely that they will devote
their full time efforts to our affairs subsequent to a business combination. Moreover, they would only be able to remain with the
company after the consummation of a business combination if they are able to negotiate employment or consulting agreements in
connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business
combination and could provide for them to receive compensation in the form of cash payments and/or our securities for services
they would render to the company after the consummation of the business combination. While the personal and financial interests
of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the
company after the consummation of a business combination will not be the determining factor in our decision as to whether or not
we will proceed with any potential business combination. Additionally, we cannot assure you that our officers and directors will
have significant experience or knowledge relating to the operations of the particular target business.
    Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of
the target business. We cannot assure you that we will have the ability to recruit additional managers, or that any such additional
managers we do recruit will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
Opportunity for Shareholder Approval of Business Combination
    Prior to the completion of a business combination, we will submit the transaction to our shareholders for approval, even if the
nature of the acquisition is such as would not ordinarily require shareholder approval under applicable law.
    In connection with seeking shareholder approval of a business combination, we will furnish our shareholders with proxy
solicitation materials prepared in accordance with the Securities Exchange Act of 1934, as

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amended, which, among other matters, will include a description of the operations of the target business and audited historical
financial statements of the business. We will publicly announce the record date for determining the shareholders entitled to vote at
the meeting to approve our business combination at least two business days prior to such record date.
   In connection with the vote required for any business combination, all of our existing shareholders, including all of our officers
and directors, have agreed to vote their respective initial shares in accordance with the majority of the ordinary shares voted by the
public shareholders. This voting arrangement shall not apply to ordinary shares included in units purchased in this offering or
purchased following this offering in the open market by any of our existing shareholders, officers and directors. Accordingly, they
may vote these ordinary shares on a proposed business combination any way they choose.
    We will proceed with the business combination only if a majority of the ordinary shares voted by the public shareholders are
voted in favor of the business combination and public shareholders owning less than 40% of the shares sold in this offering both
exercise their redemption rights and vote against the business combination.
Redemption Rights
    At the time we seek shareholder approval of any business combination, we will offer each public shareholder the right to have
such shareholder’s ordinary shares redeemed to cash if the shareholder votes against the business combination and the business
combination is approved and completed. Our existing shareholders will not have such redemption rights with respect to any
ordinary shares owned by them, directly or indirectly, whether included in or underlying their initial shares or purchased by them in
this offering or in the aftermarket. The actual per-share redemption price will be equal to the amount in the trust account, inclusive
of any interest then held in the trust account (calculated as of two business days prior to the consummation of the proposed business
combination), divided by the number of shares sold in this offering. Without taking into account any interest earned on the trust
account, the initial per-share redemption price would be $7.84.
    An eligible shareholder may request conversion at any time after the mailing to our shareholders of the proxy statement and
prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not
be granted unless the shareholder votes against the business combination and the business combination is approved and completed.
Additionally, we may require public shareholders, whether they are a record holder or hold their shares in ―street name,‖ to either
tender their certificates to our transfer agent at any time through the vote on the business combination or to deliver their shares to
the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the
holder’s option. The proxy solicitation materials that we will furnish to shareholders in connection with the vote for any proposed
business combination will indicate whether we are requiring shareholders to satisfy such certification and delivery requirements.
Accordingly, a shareholder would have from the time we send out our proxy statement through the vote on the business
combination to tender his shares if he wishes to seek to exercise his redemption rights. This time period varies depending on the
specific facts of each transaction. However, as the delivery process can be accomplished by the shareholder, whether or not he is a
record holder or his shares are held in ―street name,‖ in a matter of hours by simply contacting the transfer agent or his broker and
requesting delivery of his shares through the DWAC System, we believe this time period is sufficient for an average investor.
However, because we do not have any control over this process, it may take significantly longer than we anticipated. Accordingly,
we will only require shareholders to deliver their certificate prior to the vote if we give shareholders at least two weeks between the
mailing of the proxy solicitation materials and the meeting date.
    Traditionally, in order to perfect redemption rights in connection with a blank check company’s business combination, a holder
could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking
to redeem. After the business combination was approved, the company would contact such shareholder to arrange for him to deliver
his certificate to verify ownership. As a result, the shareholder then had an ―option window‖ after the consummation of the business
combination during which he could monitor the price of the stock in the market. If the price rose above the redemption price, he
could sell his shares in the open market before actually delivering his shares to the company for cancellation. Thus, the redemption
right, to which shareholders were aware they needed to commit before the

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shareholder meeting, would become a ―put‖ right surviving past the consummation of the business combination until the converting
holder delivered his certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a converting
holder’s election to redeem is irrevocable once the business combination is approved. There is a nominal cost associated with the
above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The
transfer agent will typically charge the tendering broker $35 and it would be up to the broker whether or not to pass this cost on to
the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise
redemption rights to tender their shares prior to the meeting — the need to deliver shares is a requirement of conversion regardless
of the timing of when such delivery must be effectuated. Notwithstanding the foregoing, if a proposed business combination is
ultimately rejected and we are unable to complete another business combination, such fee would have been incurred unnecessarily.
    Any request for redemption, once made, may be withdrawn at any time up to the vote taken with respect to the proposed
business combination. Furthermore, if a shareholder delivered his certificate for redemption and subsequently decided prior to the
meeting not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically). It
is anticipated that the funds to be distributed to shareholders entitled to redeem their shares who elect conversion will be distributed
promptly after completion of a business combination. Public shareholders who redeem their shares for their share of the trust
account still have the right to exercise any warrants they still hold.
   If a vote on our initial business combination is held and the business combination is not approved, we may continue to try to
consummate a business combination with a different target until thirty months from the date of this prospectus. If the initial
business combination is not approved or completed for any reason, then public shareholders voting against our initial business
combination who exercised their redemption rights would not be entitled to redeem their ordinary shares for a pro rata share of the
aggregate amount then on deposit in the trust account. In such case, if we have required public shareholders to tender their
certificates prior to the meeting, we will promptly return such certificates to the tendering public shareholder. Public shareholders
would be entitled to receive their pro rata share of the aggregate amount on deposit in the trust account only in the event that the
initial business combination they voted against was duly approved and subsequently completed, or in connection with our
liquidation.
    We will not complete any business combination if public shareholders, owning 40% or more of the shares sold in this offering,
both exercise their redemption rights and vote against the business combination. Accordingly, it is our understanding and intention
in every case to structure and consummate a business combination in which public shareholders owning 39.99% of the shares sold
in this offering may exercise their redemption rights and the business combination will still go forward. We have set the conversion
percentage at 40% in order to reduce the likelihood that a small group of investors holding a block of our stock will be able to stop
us from completing a business combination that is otherwise approved by a large majority of our public shareholders.
    Investors in this offering who do not sell, or who receive less than an aggregate of approximately $0.16 of net sales proceeds
for, the warrants included in the units, and persons who purchase ordinary shares in the aftermarket at a price in excess of $7.84 per
share, may have a disincentive to exercise their redemption rights because the amount they would receive upon redemption could
be less than their original or adjusted purchase price. Because converting shareholders will receive their proportionate share of
deferred underwriting compensation at the time of closing of our business combination, the non-converting shareholders will bear
the financial effect of such payments to both the redeeming shareholders and the underwriters as a consequence of the reduction in
our net assets resulting from such distribution.
Automatic Liquidation and Subsequent Dissolution if No Business Combination
    Our amended and restated memorandum and articles of association provides that we will continue in existence only until
_____, 2009 [eighteen months from the consummation of this offering] or until_________, 2010 [thirty months from the
consummation of this offering] if a letter of intent, agreement in principle or definitive agreement has been executed within 18
months after the consummation of this offering and the business combination has not been consummated within such 18 month
period. This provision may not be amended except in connection with the consummation of a business combination. If we have not

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completed a business combination by such date, it will trigger our automatic liquidation. This has the same effect as if our board of
directors and shareholders had formally voted to approve our winding up and dissolution and formally began a voluntary winding
up procedure under the Companies Law. As a result, no vote would be required from our shareholders to commence such a
voluntary winding up and dissolution. We view this provision terminating our corporate life by




                                                          , 2009 [eighteen months from the consummation of this offering] or
_________, 2010 [thirty months from the consummation of this offering] if a letter of intent, agreement in principle or
definitive agreement has been executed within 18 months after the consummation of this offering and the business combination has
not been consummated within such 18 month period as an obligation to our shareholders and will not take any action to amend or
waive this provision to allow us to survive for a longer period of time except in connection with the consummation of a business
combination. Under the Companies Law, in the case of a full voluntary liquidation procedure, 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. We anticipate the trust account would be liquidated shortly
following the expiration of the 21 day period. As soon as the affairs of the company are fully wound-up, the liquidator must lay 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.




     If we are unable to complete a business combination by                                                               , 2009 [eighteen
months from the consummation of this offering] or _________, 2010 [thirty months from the consummation of this offering]
if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the consummation of
this offering and the business combination has not been consummated within such 18 month period, we will distribute to all of our
public shareholders, in proportion to their respective equity interests, an aggregate sum equal to the amount in the trust account,
inclusive of any interest, plus any remaining net assets (subject to our obligations under Cayman Islands law to provide for claims
of creditors). We anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after expiration of the
21 day period and anticipate it will take no more than 10 business days to effectuate such distribution. Our initial shareholders have
waived their rights to participate in any liquidation distribution with respect to their initial shares. There will be no distribution
from the trust account with respect to our warrants which will expire worthless. We will pay the costs of liquidation from our
remaining assets outside of the trust fund. If such funds are insufficient, Chien Lee and Sylvia Lee have contractually agreed to
advance us the funds necessary to complete such liquidation (currently anticipated to be no more than $15,000) and have
contractually agreed not to seek repayment of such expenses.
    If we were to expend all of the net proceeds of this offering, other than the proceeds deposited in the trust account, and without
taking into account interest, if any, earned on the trust account, the initial per-share liquidation price would be $7.84 or $0.16 less
than the per-unit offering price of $8.00. The proceeds deposited in the trust account could, however, become subject to the claims
of our creditors (which could include vendors and service providers we have engaged to assist us in any way in connection with our
search for a target business and that are owed money by us, as well as target businesses themselves) which could have higher
priority than the claims of our public shareholders. Chien Lee and Sylvia Lee have agreed, pursuant to agreements with us and
EarlyBirdCapital that, if we liquidate prior to the consummation of a business combination, they will be personally liable to pay
debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted
for or products sold to us in excess of the net proceeds of this offering not held in the trust account. We cannot assure you,
however, that they would be able to satisfy those obligations. Furthermore, if they refused to satisfy their obligations, we would be
required to bring a claim against them to enforce our indemnification rights. Accordingly, the actual per-share liquidation price
could be less than $7.84, plus interest, due to claims of creditors.
    Our public shareholders will be entitled to receive funds from the trust account only in the event of the expiration of our
existence and our automatic liquidation and subsequent dissolution or if they seek to redeem

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their respective shares into cash upon a business combination which the shareholder voted against and which is completed by us. In
no other circumstances will a shareholder have any right or interest of any kind to or in the trust account.
    Additionally, in any liquidation proceedings of the company under Cayman Islands’ law, the funds held in our trust account
may be included in our estate and subject to the claims of third parties with priority over the claims of our shareholders. To the
extent any such claims deplete the trust account, we cannot assure you we will be able to return to our public shareholders the
liquidation amounts payable to them. Furthermore, a liquidator of the company might seek to hold a shareholder liable to contribute
to our 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, we cannot assure you that third parties will not seek to recover from our shareholders
amounts owed to them by us. Furthermore, our board may be viewed as having breached their fiduciary duties to our creditors
and/or may have acted in bad faith, and thereby exposing itself and our company to claims for having paid public shareholders from
the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for
these reasons.
    If we are unable to consummate a transaction within 30 months from the consummation of this offering (assuming the period in
which we need to consummate a business combination has been extended, as provided in our amended and restated memorandum
and articles of association), we will automatically liquidate and subsequently liquidate the trust account. Upon notice from us, the
trustee of the trust account will liquidate the investments constituting the trust account and will turn over the proceeds to our
transfer agent for distribution to our public shareholders. Concurrently, we shall pay, or reserve for payment, from funds not held in
trust, our liabilities and obligations, although we 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, our directors and officers have agreed to indemnify us for all
claims of creditors to the extent we obtain valid and enforceable waivers from such entities in order to protect the amounts held in
trust. However, because we are a blank check company, rather than an operating company, and our operations will be limited to
searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors and service
providers (such as accountants, lawyers, investment bankers, etc.) and potential target businesses. As described above, pursuant to
the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers and prospective target
businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held
in the trust account. As a result, we believe the claims that could be made against us will be limited, thereby lessening the
likelihood that any claim would result in any liability extending to the trust. We therefore believe that any necessary provision for
creditors will be reduced and should not have a significant impact on our ability to distribute the funds in the trust account to our
public shareholders. Nevertheless, we cannot assure you of this fact as there is no guarantee that vendors, service providers and
prospective target businesses will execute such agreements. Nor is there any guarantee that, even if they execute such agreements
with us, they will not seek recourse against the trust fund. A court could also conclude that such agreements are not legally
enforceable. As a result, if we liquidate, the per-share distribution from the trust fund could be less than $7.84 due to claims or
potential claims of creditors.
Competition
    In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a
business objective similar to ours. There are approximately __ blank check companies that have completed initial public offerings
in the United States with more than $___ billion in trust that are seeking to carry out a business plan similar to our business plan.
Of these, _______ companies with $_____ in trust are seeking to effectuate a business combination with a company in China.
Furthermore, there are a number of additional offerings for blank check companies that are still in the registration process but have
not completed initial public offerings and there are likely to be more blank check companies filing registration statements for initial
public offerings after the date of this prospectus and prior to our completion of a business combination. Additionally, we may be
subject to competition from entities other than blank check companies having a business objective similar to ours, including
venture capital firms, leverage buyout firms and operating businesses looking to expand their operations through the acquisition of
a target business. Many

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of these entities are well established and have extensive experience identifying and effecting business combinations directly or
through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be
numerous potential target businesses that we could acquire with the net proceeds of this offering, our ability to compete in
acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation
gives others an advantage in pursuing the acquisition of a target business. Further, the following may not be viewed favorably by
certain target businesses:
   •    our obligation to seek shareholder approval of a business combination may delay the completion of a transaction;
   •    our obligation to convert into cash ordinary shares held by our public shareholders to such holders that both vote against
        the business combination and exercise their redemption rights may reduce the resources available to us for a business
        combination; and
   •    our outstanding warrants, and the potential future dilution they represent.
   Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our
management believes, however, that our status as a public entity and potential access to the United States public equity markets
may give us a competitive advantage over privately-held entities having a similar business objective as ours in acquiring a target
business with significant growth potential on favorable terms.
    If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the
target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete
effectively.
Facilities
    We maintain our principal executive offices at 4100 N.E. Second Avenue, Suite 318, Miami, Florida 33137. The cost for this
space is included in the $7,500 per-month fee CS Capital USA will charge us for general and administrative services commencing
on the effective date of this prospectus pursuant to a letter agreement between us and CS Capital USA. We believe, based on rents
and fees for similar services in the Miami, Florida metropolitan area, that the fee charged by CS Capital USA is at least as
favorable as we could have obtained from an unaffiliated person. We consider our current office space, combined with the other
office space otherwise available to our executive officers, adequate for our current operations.
Employees
    We have three executive officers. These individuals are not obligated to devote any specific number of hours to our matters and
intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period
will vary based on whether a target business has been selected for the business combination and the stage of the business
combination process the company is in. Accordingly, once management locates a suitable target business to acquire, they will
spend more time investigating such target business and negotiating and processing the business combination (and consequently
spend more time to our affairs) than they would prior to locating a suitable target business. We presently expect each of our
executive officers to devote an average of approximately 10 hours per week to our business. We do not intend to have any full time
employees prior to the consummation of a business combination.
Periodic Reporting and Audited Financial Statements
    We have registered our units, ordinary shares and warrants under the Securities Exchange Act of 1934, as amended, and have
reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with
the requirements of the Securities Exchange Act of 1934, our annual reports will contain financial statements audited and reported
on by our independent registered public accountants.
    We will provide shareholders with audited financial statements of the prospective target business as part of the proxy
solicitation materials sent to shareholders to assist them in assessing the target business. In all

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likelihood, these financial statements will need to be prepared in accordance with United States generally accepted accounting
principles. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have
financial statements prepared in accordance with United States generally accepted accounting principles or that the potential target
business will be able to prepare its financial statements in accordance with United States generally accepted accounting principles.
To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business. While this may limit
the pool of potential acquisition candidates, we do not believe that this limitation will be material.
Comparison to Offerings of Blank Check Companies
    The following table compares and contrasts the terms of our offering and the terms of an offering of blank check companies
under Rule 419 promulgated by the SEC assuming that the gross proceeds, underwriting discounts and underwriting expenses for
the Rule 419 offering are the same as this offering and that the underwriters will not exercise their over-allotment option. None of
the terms of a Rule 419 offering will apply to this offering.
                                          Terms of Our Offering                     Terms Under a Rule 419 Offering
       Escrow of offering   $29,860,000 of the net offering proceeds plus      $26,784,000 of the offering proceeds
         proceeds           the $1,500,000 we will receive from the sale of    would be required to be deposited into
                            the insider warrants will be deposited into a      either an escrow account with an
                            trust account at _________, maintained by          insured depositary institution or in a
                            Continental Stock Transfer & Trust Company,        separate bank account established by a
                            acting as trustee.                                 broker-dealer in which the
                                                                               broker-dealer acts as trustee for persons
                                                                               having the beneficial interests in the
                                                                               account.
       Investment of net    The $29,860,000 of net offering proceeds plus      Proceeds could be invested only in
         proceeds           the $1,500,000 we will receive from the sale of    specified securities such as a money
                            the insider warrants held in trust will only be    market fund meeting conditions of the
                            invested in United States ―government              Investment Company Act of 1940 or in
                            securities‖ within the meaning of Section          securities that are direct obligations of,
                            2(a)(16) of the Investment Company Act of          or obligations guaranteed as to
                            1940 with a maturity of 180 days or less or in     principal or interest by, the United
                            money market funds meeting certain                 States.
                            conditions under Rule 2a-7 promulgated under
                            the Investment Company Act of 1940.
       Limitation on fair   The initial target business that we acquire must   We would be restricted from acquiring
         value or net       have a fair market value equal to at least 80%     a target business unless the fair value of
         assets of target   of our net assets at the time of such              such business or net assets to be
         business           acquisition.                                       acquired represent at least 80% of the
                                                                               maximum offering proceeds.

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                                                Terms of Our Offering                            Terms Under a Rule 419
                                                                                                        Offering
       Trading of        The units may commence trading on or promptly after the date          No trading of the units or
         securities      of this prospectus. The ordinary shares and warrants comprising       the underlying ordinary
         issued          the units will begin to trade separately on the 90 th day after the   shares and warrants
                         date of this prospectus unless EarlyBirdCapital informs us of its     would be permitted until
                         decision to allow earlier separate trading (based upon its            the completion of a
                         assessment of the relative strengths of the securities markets and    business combination.
                         small capitalization companies in general, and the trading pattern    During this period, the
                         of, and demand for, our securities in particular), provided we        securities would be held
                         have filed with the SEC a Current on Form 8-K, which includes         in the escrow or trust
                         an audited balance sheet reflecting our receipt of the proceeds of    account.
                         this offering, including any proceeds we receive from the
                         exercise of the over-allotment option, if such option is exercised
                         prior to the filing of the Current Report on Form 8-K. If the
                         over-allotment option is exercised after our initial filing of a
                         Form 8-K, we will file an amendment to the Form 8-K to
                         provide updated financial information to reflect the exercise and
                         consummation of the over-allotment option. We will also
                         include in this Form 8-K, an amendment thereto, or in a
                         subsequent Form 8-K, information indicating if
                         EarlyBirdCapital has allowed separate trading of the ordinary
                         shares and warrants prior to the 90 th day after the date of this
                         prospectus.
       Exercise of the   The warrants cannot be exercised until the later of the               The warrants could be
         warrants        completion of a business combination and one year from the            exercised prior to the
                         date of this prospectus and, accordingly, will be exercised only      completion of a business
                         after the trust account has been terminated and distributed.          combination, but
                                                                                               securities received and
                                                                                               cash paid in connection
                                                                                               with the exercise would
                                                                                               be deposited in the
                                                                                               escrow or trust account.

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                                        Terms of Our Offering                      Terms Under a Rule 419 Offering
       Election to remain   We will give our shareholders the              A prospectus containing information
         an investor        opportunity to vote on the business            required by the SEC would be sent to each
                            combination. In connection with seeking        investor. Each investor would be given the
                            shareholder approval, we will send each        opportunity to notify the company, in
                            shareholder a proxy statement containing       writing, within a period of no less than 20
                            information required by the SEC. A             business days and no more than 45 business
                            shareholder following the procedures           days from the effective date of the
                            described in this prospectus is given the      post-effective amendment, to decide
                            right to redeem his or her ordinary shares     whether he or she elects to remain a
                            into his or her pro rata share of the trust    shareholder of the company or require the
                            account. However, a shareholder who does       return of his or her investment. If the
                            not follow these procedures or a shareholder   company has not received the notification
                            who does not take any action would not be      by the end of the 45 th business day, funds
                            entitled to the return of any funds.           and interest or dividends, if any, held in the
                                                                           trust or escrow account would
                                                                           automatically be returned to the
                                                                           shareholder. Unless a sufficient number of
                                                                           investors elect to remain investors, all of the
                                                                           deposited funds in the escrow account must
                                                                           be returned to all investors and none of the
                                                                           securities will be issued.
       Business             Pursuant to our amended and restated           If an acquisition has not been consummated
         combination        memorandum and articles of association,        within 18 months after the effective date of
         deadline           our corporate existence will cease 30          the initial registration statement, funds held
                            months from the consummation of this           in the trust or escrow account would be
                            offering (assuming the period in which we      returned to investors.
                            need to consummate a business
                            combination has been extended, as provided
                            in our memorandum and articles of
                            association) except for the purposes of
                            winding up our affairs and we will
                            liquidate. However, if we complete a
                            business combination within this time
                            period, we will amend this provision to
                            allow for our perpetual existence following
                            such business combination.

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                                               Terms of Our Offering                         Terms Under a Rule 419 Offering
        Interest earned     There can be released to us, from time to time, interest      All interest earned on the funds in
          on the funds      earned on the funds in the trust account (i) up to            the trust account will be held in
          in the trust      $1,050,000 we may need to fund expenses related to            trust for the benefit of public
          account           investigating and selecting a target business and our         shareholders until the earlier of the
                            other working capital requirements and (ii) any               completion of a business
                            amounts that we may need to pay our tax obligations.          combination and our liquidation
                            The remaining interest earned on the funds in the trust       upon failure to effect a business
                            account will not be released until the earlier of the         combination within the allotted
                            completion of a business combination and our                  time.
                            liquidation upon failure to effect a business
                            combination within the allotted time.
        Release of funds    Except for (i) up to $1,050,000 we may need to fund           The proceeds held in the escrow
                            expenses related to investigating and selecting a target      account would not be released
                            business and our other working capital requirements           until the earlier of the completion
                            and (ii) any amounts that we may need to pay our tax          of a business combination or the
                            obligations that may be released to us from the interest      failure to effect a business
                            earned on the trust account balance, the proceeds held        combination within the allotted
                            in the trust account will not be released until the earlier   time.
                            of the completion of a business combination and our
                            automatic liquidation upon failure to effect a business
                            combination within the allotted time.

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                                                          MANAGEMENT
Directors and Executive Officers
   Our current directors and executive officers are as follows:
             Name                               Age                                Position
             Chien Lee                        47        Chairman of the Board and Chief Executive Officer
             Sylvia Lee                       44        President, Chief Financial Officer, Secretary and Director
             Michael Zhang                    47        Executive Vice President and Director
     Chien Lee has served as our chairman of the board and chief executive officer since our inception. Mr. Lee is a founding
member, and has served as the chairman and chief executive officer of CS Capital USA, LLC since August 2004. CS Capital USA
is a private equity firm focused on diversified investments in China. Its investments include SK Development (Zhongshan)
Company, Ltd., a land acquisition and real estate development company located in China. Mr. Lee has been the vice chairman of
SK Development since its formation in May 2005. In October 2004, Mr. Lee co-founded 7 Days Inn, one of the leading budget
hotel chains in China. Mr. Lee also co-founded The Officebox, a retail office products chain superstore in China, in April 2004 and
has served as a director since its formation. Since August 1989, Mr. Lee has been a founding member and serves as the president of
Lee Holdings Company, Inc., a Miami-based investment company focusing on the acquisition of non-performing assets in the
United States from different sources, including but not limited to major banks and life insurance companies. Mr. Lee has also been
a special advisor to the Zhongshan Xiaolan Asset Management Company, Ltd., an investment and asset management company, in
Guangdong, China since April, 2007. From January 1988 to August 1995, Mr. Lee served as the president and was the founder of
City Homes, Inc., a real estate investment company in Miami. Mr. Lee is the spouse of Sylvia Lee.
    Sylvia Lee has served as our president, chief financial officer, secretary and a member of our board of directors since our
inception. Ms. Lee is a founding member, and has served as the vice chairman and chief financial officer of CS Capital USA since
August 2004. She has also been a director of SK Development since May 2006. Ms. Lee is a founding member and has been the
executive vice president of Lee Holdings Company, Inc. since August 1989. Ms. Lee has also been a special advisor to the
Zhongshan Xiaolan Asset Management Company since April 2007. From November 1994 to January 2001, Ms. Lee served as the
president and was a co-founder of Unique Domain, Inc., an interior design firm and furniture trade showroom chain store in
Florida. From June 1993 to September 1997, Ms. Lee was a member and also served as the treasurer of the Arts and Design Village
Development Council of Buena Vista, Inc., a non-profit organization which had helped revitalized the mid-town Miami area and
the Miami Design District. From August 1989 to August 1995, Ms. Lee served as the vice president of City Homes, Inc. Ms. Lee
received a M.S. from the Florida International University and a B.A. from the University of Hawaii. Ms. Lee is the spouse of Chien
Lee.
    Michael Zhang has served as our executive vice president and member of our board of directors since our inception. Since
April 2002, Mr. Zhang has served as vice president of Hailiang Group Co. Ltd., a Fortune 500 company in China and the parent
company of Hailiang Stock Company, a Shenzhen Stock Exchange listed company that is one of the world’s largest producers of
copper and copper alloy products, where he leads the real estate development group in the U.S., China and Vietnam and the venture
capital and mergers and acquisition groups of the company. From October 2001 to March 2002, Mr. Zhang served as general
counsel to the International Data Group (IDG), an international IT media, research and exposition company in China providing
legal expertise in corporate and venture capital matters. From January 2000 to September 2001, Mr. Zhang served as vice president
of Shenzhen New Industries Investment Company, an investment banking firm in China focusing on mergers and acquisition. From
January 1993 to December 1999, Mr. Zhang was an attorney at the law firm of Becker & Poliakoff, PA, and later was named
managing partner of the firm’s Guangzhou and Beijing Office. Mr. Zhang represented many U.S. companies doing business in
China in strategic business negotiations, joint ventures, and mergers and acquisitions. He was the author of three published books
and numerous articles in newspapers and magazines in China. Mr. Zhang was also a frequent lecturer on U.S. laws and on doing
business in China. Mr. Zhang founded his own law firm in January 1990 and provided advice mainly focusing on immigration and
corporate law and mergers and acquisitions

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until December 1992. Mr. Zhang received a J.D. from Nova Southeastern University, graduated from The Graduate School of the
Chinese Academy of Social Sciences in Beijing, China, and received a B.A. from Shandong University in Jinan, China.
    Our board of directors is divided into three classes with only one class of directors being elected in each year and each class
serving a three-year term. The term of office of the first class of directors, consisting of Michael Zhang, will expire at our first
annual meeting of shareholders. The term of office of the second class of directors, consisting of Sylvia Lee, will expire at the
second annual meeting. The term of the third class of directors, consisting of Chien Lee, will expire at the third annual meeting.
    These individuals will play a key role in identifying and evaluating prospective acquisition candidates, selecting the target
business, and structuring, negotiating and consummating its acquisition. We believe that the skills and expertise of these
individuals, their collective access to acquisition opportunities and ideas, their contacts, and their transactional expertise should
enable them to successfully identify and effect an acquisition.
Special Advisor
    We may seek guidance and advice from the following special advisor. We have no formal arrangements or agreements with this
advisor to provide services to us and accordingly, he has no fiduciary obligations to present business opportunities to us. This
special advisor will simply provide advice, introductions to potential targets, and assistance to us, at our request, only if he is able
to do so. Nevertheless, we believe with his business background and extensive contacts, he will be helpful to our search for a target
business and our consummation of a business combination.
    Jie Liu is the chief executive officer of Shenzhen New Industries Venture Capital Co., Ltd., the venture capital affiliate of New
Industries Investment Co., Ltd. (NII), an investment banking enterprise in Shenzhen, China sponsored by the State Planning and
Development Commission. NII has principal investments focused in the high-tech, communications, bio-tech, and new materials
sectors. Mr. Liu joined Shenzhen New Industries Venture Capital in January 2001 as manager of the Investment Department was
later named deputy general manager and eventually chief executive officer. From July 1999 to January 2001, Mr. Liu led the
development and research department at NII. From March 1998 to July 1999, he was a manager in the investment banking division
at New China Trust & Investment Co., Ltd., an investment banking firm. From March 1996 to March 1998, he served as general
manager of the Chonqing Silian Environment Engineering Co., Ltd., a project engineering firm. Mr. Liu began his career as a
principal staff member of the National Economic Comprehensive Department within the National Development and Reform
Commission. He currently serves on the board of directors of the Shenzhen New Industry Medical & Development Co., Ltd.,
Shenzhen New Industry Biomedical Engineering Co., Ltd. and Changchun New Industry Optoelectronics Tech. Co., Ltd. He also
currently serves as executive director of the Shenzhen Venture Capital Association and General Manager and fund manager of the
Direct Investment Department of New China Trust & Investment Co., Ltd. Mr. Liu received a B.S. with honors in Management
Information Systems from the Beijing University of Aeronautics & Astronautics.
Executive Compensation
    No executive officer has received any cash compensation for services rendered to us. Commencing on the date of this
prospectus through the acquisition of a target business, we will pay CS Capital USA, an affiliate of Chien Lee and Sylvia Lee, a fee
of $7,500 per month for providing us with office space and certain office and secretarial services. However, this arrangement is
solely for our benefit and is not intended to provide Mr. Lee or Ms. Lee compensation in lieu of a salary. Other than the $7,500 per
month administrative fee, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of
our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in
order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any
out-of-pocket expenses incurred in connection with activities on our 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 our board of directors, which includes persons
who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

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Conflicts of Interest
   Potential investors should be aware of the following potential conflicts of interest:
   •    None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have
        conflicts of interest in allocating their time among various business activities.
   •    In the course of their other business activities, our officers and directors may become aware of investment and business
        opportunities which may be appropriate for presentation to our company as well as the other entities with which they are
        affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity
        should be presented.
   •    Our officers and directors may in the future become affiliated with entities, including other blank check companies,
        engaged in business activities similar to those intended to be conducted by our company.
   •    The initial shares owned by our officers and directors will be released from escrow only if a business combination is
        successfully completed, and the insider warrants purchased by our officers and directors, and any warrants which they may
        purchase in this offering or in the aftermarket will expire worthless if a business combination is not consummated.
        Additionally, our officers and directors will not receive liquidation distributions with respect to any of their initial shares.
        Furthermore, CS Capital USA, an affiliate of certain of our officers and directors, has agreed that such securities will not
        be sold or transferred by it until after we have completed a business combination. For the foregoing reasons, our board may
        have a conflict of interest in determining whether a particular target business is appropriate to effect a business
        combination with.
    Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to
presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise
when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any
of the above mentioned conflicts will be resolved in our favor.
    Under Cayman Islands law, our directors have a duty of loyalty to act honestly, in good faith and with a view to our best
interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in
comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our amended and
restated memorandum and articles of association. In certain limited circumstances, a shareholder has the right to seek damages if a
duty owed by our directors is breached.
    In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and
certain of our directors has agreed, until the earliest of a business combination, our liquidation or such time as he ceases to be an
officer or director, to present to our company for our consideration, prior to presentation to any other entity, any suitable business
opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual obligations
he might have.
   The following table summarizes the relevant pre-existing fiduciary or contractual obligations of our officers and directors:




        Name of Affiliated            Name of                               Priority/Preference relative to
        Company                      Individual                             Grand Slam Acquisition Corp.
        CS Capital USA,           Chien Lee          Each of these individuals will be required to present all business
          LLC                     Sylvia Lee         opportunities which are suitable for CS Capital USA to CS Capital
                                                     USA prior to presenting them to us.
        Lee Holdings              Chien Lee          Each of these individuals will be required to present all business
          Company, Inc.           Sylvia Lee         opportunities which are suitable for Lee Holdings Company to Lee
                                                     Holdings Company prior to presenting them to us.

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        Name of Affiliated           Name of                                Priority/Preference relative to
        Company                     Individual                              Grand Slam Acquisition Corp.
        China Hailiang           Michael Zhang      Mr. Zhang will be required to present all business opportunities which
          Group                                     are suitable for China Hailiang Group to China Hailiang Group prior
                                                    to presenting them to us.

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    In connection with the vote required for any business combination, all of our existing shareholders, including all of our officers
and directors, have agreed to vote their respective initial shares in accordance with the vote of the public shareholders owning a
majority of the ordinary shares sold in this offering. In addition, they have agreed to waive their respective rights to participate in
any liquidation distribution with respect to those ordinary shares acquired by them prior to this offering. Any ordinary shares
acquired by existing shareholders in the offering or aftermarket will be considered part of the holdings of the public shareholders.
Except with respect to the redemption rights afforded to public shareholders, these existing shareholders will have the same rights
as other public shareholders with respect to such shares, including voting rights in connection with a potential business
combination. Accordingly, they may vote such shares on a proposed business combination any way they choose.
    To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity
which is affiliated with any of our existing stockholders, including an entity that is either a portfolio company of, or has otherwise
received a financial investment from, an investment banking firm (or an affiliate thereof) that is affiliated with our management, or
enter into a business combination where we acquire less than 100% of a target business and any of our officers, directors, founders,
special advisors or their affiliates acquire the remaining portion of such target business, unless we obtain an opinion from an
independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point of
view. We currently do not anticipate entering into a business combination with an entity affiliated with any of our existing
stockholders and neither we nor our officers and directors have given any consideration to entering into a business combination
with a company that is directly or indirectly affiliated with our existing shareholders, officers or directors. We will also not acquire
an entity with which our management, through their other business activities, is currently having acquisition or investment
discussions. No such discussions are currently taking place. Furthermore, in no event will any of our existing officers, directors,
shareholders or advisors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation
prior to, or for any services they render in order to effectuate, the consummation of a business combination.

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                                                   PRINCIPAL SHAREHOLDERS
     The following table sets forth information regarding the beneficial ownership of our ordinary shares as of January 31, 2008
and as adjusted to reflect the sale of our ordinary shares included in the units offered by this prospectus (assuming none of the
individuals listed purchase units in this offering), by:
   •    each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
   •    each of our officers and directors; and
   •    all our officers and directors as a group.
    Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect
to all ordinary shares beneficially owned by them.




                                                          Prior to Offering                          After Offering (2)
        Name and Address of Beneficial       Amount and Nature of         Approximate         Amount and              Approximate
        Owner (1)                                Beneficial                Percentage          Nature of               Percentage
                                                 Ownership               of Outstanding   Beneficial Ownership       of Outstanding
                                                                            Ordinary                                    Ordinary
                                                                             Shares                                      Shares
                                                                                                           (4)
        Chien Lee                                    1,035,000 (3)              45.0 %           900,000                    9.0 %
                                                                                                           (4)
        Sylvia Lee                                   1,035,000 (3)              45.0 %           900,000                    9.0 %

        Michael Zhang (5)                              115,000                  10.0 %           100,000                    2.0 %
                                                                                                           (4)
        All directors and executive                  1,150,000                100.0 %          1,000,000                   20.0 %
          officers as a group (three
          individuals)




(1) Unless otherwise indicated, the business address of each of the individuals is 4100 N.E. Second Avenue, Suite 318, Miami,
    Florida 33137.
(2) Assumes no exercise of the over-allotment option and, therefore, the forfeiture of an aggregate of 150,000 ordinary shares held
    by our initial shareholders.
(3) Represents 517,500 ordinary shares held by each of Mr. Lee and Ms. Lee.
(4) Does not include 1,500,000 ordinary shares issuable upon exercise of insider warrants held by CS Capital USA, an affiliate of
    such individual, that are not exercisable and will not become exercisable within 60 days.
(5) Mr. Zhang’s business address is Hailiang Group — Diankou Down, Zhuji City, Zhejiang Province, China 311814.
    Immediately after this offering, our existing shareholders, which include all of our officers and directors, collectively, will
beneficially own 20% of the then issued and outstanding ordinary shares (assuming none of them purchase any units offered by this
prospectus). None of our existing shareholders, officers and directors has indicated to us that he intends to purchase our securities
in the offering. Because of the ownership block held by our existing shareholders, such individuals may be able to effectively
exercise control over all matters requiring approval by our shareholders, including the election of directors and approval of
significant corporate transactions other than approval of our initial business combination.
    If the underwriters do not exercise all or a portion of the over-allotment option, our initial shareholders will be required to
forfeit up to an aggregate of 150,000 ordinary shares. Our initial shareholders will be required to forfeit only a number of shares
necessary to maintain their collective 20% ownership interest in our ordinary shares after giving effect to the offering and the
exercise, if any, of the underwriters’ over-allotment option.
    All of the initial ordinary shares outstanding prior to the date of this prospectus will be placed in escrow with Continental Stock
Transfer & Trust Company, as escrow agent, until one year after the consummation of our initial business combination. The initial
ordinary shares may be released from escrow earlier than this date if, within the first year after we consummate a business
combination, we consummate a subsequent liquidation, share exchange or other similar transaction which results in all of our
shareholders having the right to exchange their ordinary shares for cash, securities or other property. Additionally, if holders of
more than 20%

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of the ordinary shares sold in this offering vote against a proposed business combination and seek to exercise their redemption
rights and such business combination is consummated, our existing shareholders have agreed to forfeit and return to us for
cancellation a number of shares so that the existing shareholders will collectively own no more than 23.81% of our outstanding
ordinary shares upon consummation of such business combination (without giving effect to any shares that may be issued in the
business combination).
    During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (i) to an entity’s
members upon its liquidation, (ii) to relatives and trusts for estate planning purposes or (iii) by private sales made at or prior to the
consummation of a business combination at prices no greater than the price at which the shares were originally purchased, in each
case where the transferee agrees to the terms of the escrow agreement, but will retain all other rights as our stockholders, including,
without limitation, the right to vote their ordinary shares and the right to receive cash dividends, if declared. If dividends are
declared and payable in ordinary shares, such dividends will also be placed in escrow. If we are unable to effect a business
combination and liquidate, none of our existing stockholders will receive any portion of the liquidation proceeds with respect to
their initial shares.
    CS Capital USA has committed to purchase the insider warrants (for a total purchase price of $1,500,000) from us. These
purchases will take place on a private placement basis simultaneously with the consummation of this offering. The purchasers will
use their own funds to purchase the insider warrants and will not borrow any funds to make these purchases. The insider warrants
will be identical to the warrants underlying the units being offered by this prospectus except that if we call the warrants for
redemption, the insider warrants will be exercisable on a cashless basis so long as such warrants are held by CS Capital USA or its
affiliates. CS Capital USA has agreed that the insider warrants will not be sold or transferred by it until after we have completed a
business combination. The SEC takes the position that Rule 144 would not be available to promoters or affiliates of a blank check
company until one year after the consummation of a business combination. Accordingly, if transfers are made within that one year
period, they would need to be done in registered transactions. After the one year period, they would not be required to be registered
transactions.
    Chien Lee, Sylvia Lee and Michael Zhang are our ―promoters,‖ as that term is defined under the Federal securities laws.

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                                                CERTAIN TRANSACTIONS
    In September 2007, we issued 1,150,000 ordinary shares to the individuals set forth below for $25,000 in cash, at a purchase
price of approximately $0.02 share, as follows:
              Name                         Number of Shares                          Relationship to Us
              Chien Lee                        517,500          Chairman of the Board and Chief Executive Officer
              Sylvia Lee                       517,500          President, Chief Financial Officer, Secretary and
                                                                Director
              Michael Zhang                    115,000          Executive Vice President and Director
    If the underwriters do not exercise all or a portion of their over-allotment option, our initial shareholders have agreed to forfeit
up to an aggregate of 150,000 ordinary shares in proportion to the portion of the over-allotment option that was not exercised. If
such shares are forfeited, we would record the aggregate fair value of the shares forfeited and reacquired to share capital and a
corresponding credit to additional paid-in capital based on the difference between the fair market value of the ordinary shares
forfeited and the price paid to us for such forfeited shares (which would be an aggregate total of approximately $3,260 for all
150,000 shares). Upon receipt, such forfeited shares would then be immediately cancelled which would result in the retirement of
the treasury stock and a corresponding charge to additional paid-in capital.
    If the underwriters determine the size of the offering should be increased or decreased, a share dividend or a contribution back
to capital, as applicable, would be effectuated in order to maintain our founders’ ownership at a percentage of the number of share
to be sold in this offering. Such an increase or decrease in offering size could also result in a proportionate increase or decrease in
the amount of interest we may withdraw from the trust account. As a result of an increase in offering size, the per-share redemption
or liquidation price could decrease by as much as $0.__.
    The holders of the majority of these shares will be entitled to make up to two demands that we register these shares pursuant to
an agreement to be signed prior to or on the date of this prospectus. The holders of the majority of these shares may elect to
exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are released
from escrow. In addition, these shareholders have certain ―piggy-back‖ registration rights with respect to registration statements
filed subsequent to the date on which these ordinary shares are released from escrow. We will bear the expenses incurred in
connection with the filing of any such registration statements.
    CS Capital USA has committed, pursuant to a written subscription agreement with us and EarlyBirdCapital, to purchase the
1,500,000 insider warrants (for a total purchase price of $1,500,000) from us. These purchases will take place on a private
placement basis simultaneously with the consummation of this offering. The purchasers will use their own funds to purchase the
insider warrants and will not borrow any funds to make these purchases. The insider warrants were priced in relation to what we
believe will be the fair market value for our warrants, as determined by, among other things, references to the trading prices of
similar warrants of other blank check companies at the time the ordinary shares and warrants commence separate trading. The
purchase price for the insider warrants will be delivered to Graubard Miller, our counsel in connection with this offering, who will
also be acting solely as escrow agent in connection with the private sale of insider warrants, at least 24 hours prior to the date of
this prospectus to hold in a non-interest bearing account until we consummate this offering. Graubard Miller will deposit the
purchase price into the trust account simultaneously with the consummation of the offering. The insider warrants will be identical
to the warrants underlying the units being offered by this prospectus except that if we call the warrants for redemption, the insider
warrants will be exercisable on a cashless basis so long as such warrants are held by CS Capital USA or its affiliates. CS Capital
USA has agreed that the insider warrants will not be sold or transferred by it until after we have completed a business combination.
The holders of the majority of these insider warrants (or underlying shares) will be entitled to demand that we register these
securities pursuant to an agreement to be signed prior to or on the date of this prospectus. The holders of the majority of these
securities may elect to exercise these registration rights with respect to such securities at any time after we consummate a business
combination. In addition, these holders have certain ―piggy-back‖ registration rights with respect to registration statements filed
subsequent to such date. We will bear the expenses incurred in connection with the filing of any such registration statements.

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    CS Capital USA has agreed that, commencing on the effective date of this prospectus through the acquisition of a target
business, it will make available to us a small amount of office space and certain office and secretarial services, as we may require
from time to time. We have agreed to pay CS Capital USA $7,500 per month for these services. Chien Lee and Sylvia Lee are the
chairman and vice chairman of CS Capital USA, respectively. Accordingly, they will benefit from the transaction to the extent of
their interest in CS Capital USA. However, this arrangement is solely for our benefit and is not intended to provide Mr. Lee or Ms.
Lee compensation in lieu of a salary. We believe, based on rents and fees for similar services in the Miami, Florida metropolitan
area, that the fee charged by CS Capital USA is at least as favorable as we could have obtained from an unaffiliated person.
However, as our directors may not be deemed ―independent,‖ we did not have the benefit of disinterested directors approving this
transaction.
    As of the date of this prospectus, Chien Lee and Sylvia Lee have advanced to us $125,000 to cover expenses related to this
offering. The loans will be payable without interest on the earlier of October 15, 2008 or the consummation of this offering. We
intend to repay these loans from the proceeds of this offering not being placed in trust. There are no penalties if we are unable to
repay these advances.
   We will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in
connection with certain activities on our 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 us, which will be reviewed only by our
board or a court of competent jurisdiction if such reimbursement is challenged.
    Other than the $7,500 per-month administrative fee and reimbursable out-of-pocket expenses payable to our officers and
directors, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid
to any of our existing shareholders, officers or directors who owned our ordinary shares prior to this offering, or to any of their
respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction that it is).
    All ongoing and future transactions between us and any of our officers and directors or their respective affiliates, including
loans by our officers and directors, will be on terms believed by us to be no less favorable to us than are available from unaffiliated
third parties. Such transactions or loans, including any forgiveness of loans, will require prior approval by a majority of our
uninterested independent directors or the members of our board who do not have an interest in the transaction, in either case who
had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our
disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be
available to us with respect to such a transaction from unaffiliated third parties.

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                                                 DESCRIPTION OF SECURITIES
General
    We are authorized to issue 50,000,000 ordinary shares, par value $.0001, and 1,000,000 preferred shares, par value $.0001. As
of the date of this prospectus, 1,150,000 ordinary shares are outstanding, held by three shareholders of record. No preferred shares
are currently outstanding.
Units
     Each unit consists of one ordinary share andone warrant. Each warrant entitles the holder to purchase one ordinary share. The
ordinary shares and warrants will begin to trade separately on the 90 th day after the date of this prospectus unless EarlyBirdCapital
informs us of its decision to allow earlier separate trading (based upon its assessment of the relative strengths of the securities
markets and small capitalization companies in general and the trading pattern of, and demand for, our securities in particular),
provided that in no event may the ordinary shares and warrants be traded separately until we have filed with the SEC a Current
Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will
file a Current Report on Form 8-K which includes this audited balance sheet promptly upon the consummation of this offering. The
audited balance sheet will reflect proceeds we receive from the exercise of the over-allotment option, if the over-allotment option is
exercised prior to the filing of the Form 8-K. If the over-allotment option is exercised after our initial filing of a Form 8-K, we will
file an amendment to the Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option.
We will also include in this Form 8-K, an amendment thereto, or in a subsequent Form 8-K information indicating if
EarlyBirdCapital has allowed separate trading of the ordinary shares and warrants prior to the 90 th day after the date of this
prospectus.
Ordinary Shares
   Our shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. In
connection with the vote required for any business combination, all of our existing shareholders, including all of our 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 our public shareholders. This voting arrangement shall not apply to shares included in
units purchased in this offering or purchased following this offering in the open market by any of our existing shareholders, officers
and directors. Our existing 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 our shareholders.
    We will proceed with the business combination only if a majority of the ordinary shares voted by the public shareholders are
voted in favor of the business combination and public shareholders owning less than 40% of the shares sold in this offering both
exercise their redemption rights discussed below and vote against the business combination.
    Our 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 our amended and restated memorandum and articles of association, if we do not consummate a business




combination by                                                            , 2009 [eighteen months from the consummation of this
offering] or ____________, 2010 [thirty months from the consummation of this offering] if a letter of intent, agreement in
principle or definitive agreement has been executed within 18 months after the consummation of this offering and the business
combination has not been consummated within such 18 month period, this will trigger our automatic liquidation and dissolution. If
we are forced to liquidate prior to a business combination, our 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. Our existing
shareholders have agreed to waive their rights to share in any distribution with respect to their initial shares.
   Our 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

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to have their ordinary shares redeemed for cash equal to their pro rata share of the trust account if they vote against the business
combination and the business combination is approved and completed. Public shareholders who redeem their 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
    Our 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 our board of directors. No preferred shares are being issued or
registered in this offering. Accordingly, our board of directors is empowered, without shareholder approval, to issue preferred
shares with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of
the holders of ordinary shares. However, the underwriting agreement prohibits us, 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. We may issue some or all of the preferred shares to effect a business combination. In addition,
the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do
not currently intend to issue any preferred shares, we cannot assure you that we will not do so in the future.
Warrants
   No warrants are currently outstanding. Each warrant entitles the registered holder to purchase one ordinary share at a price of
$5.50 per share, subject to adjustment as discussed below, at any time commencing six months after the completion of a business
combination. However, the warrants will be exercisable only if a registration statement relating to the ordinary shares issuable upon
exercise of the warrants is effective and current. The warrants will expire five years from the date of this prospectus at 5:00 p.m.,
New York City time.
   We may call the warrants for redemption (including any insider warrants and any warrants issued upon exercise of our unit
purchase option), with the prior consent of EarlyBirdCapital,
   •    in whole and not in part,
   •    at a price of $.01 per warrant at any time after the warrants become exercisable,
   •    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 right to exercise will be forfeited unless they are exercised prior to the date specified in the notice of redemption. On and
after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such
holder’s warrant upon surrender of such warrant.
    The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a
reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing ordinary share
price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not
cause the share price to drop below the exercise price of the warrants.
   Since we may redeem the warrants only with the prior written consent of EarlyBirdCapital and EarlyBirdCapital may hold
warrants subject to redemption, EarlyBirdCapital may have a conflict of interest in determining whether or not to consent to such
redemption. We cannot assure you that EarlyBirdCapital will consent to such redemption if it is not in its best interest, even if such
redemption is in our best interest.
    If we call the warrants for redemption as described above, our management will have the option to require any holder that
wishes to exercise his, her or its warrant to do so on a ―cashless basis.‖ If our management takes advantage of this option, all
holders of warrants would pay the exercise price by surrendering his, her or its warrants for that number of 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‖ (defined below) by (y) the fair market value. The

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―fair market value‖ shall mean the average reported last sale price of the common stock 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 our 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. We believe
this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after a business combination.
    If we call the warrants for redemption as described above but our management does not take advantage of this option, we have
agreed to still allow CS Capital USA or its affiliates to exercise the insider warrants on a ―cashless basis.‖ If the holders take
advantage of this option, they would pay the exercise price by surrendering their insider warrants using the same formula described
above. The reason that we have agreed that the insider warrants will be exercisable on a cashless basis so long as they are held by
CS Capital USA or its affiliates is because it is not known at this time whether they will be affiliated with us following a business
combination. If they are, their ability to sell our securities in the open market will be significantly limited. If they remain insiders,
we will have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during
such periods of time, an insider cannot trade in our securities if he is in possession of material non-public information. Accordingly,
unlike public stockholders who could exercise their warrants and sell the shares of common stock 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, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.
    The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust
Company, as warrant agent, and us. You should review a copy of the warrant agreement, which has been filed as an exhibit to the
registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the
warrants.
    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 our 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 us, 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 and we will not be obligated to issue ordinary shares unless at the time a holder seeks to
exercise such warrant, a prospectus relating to the 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, we have agreed to use our best efforts to meet these conditions and to
maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants until the expiration of the
warrants. However, we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus relating to
the ordinary shares issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be
required to 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 is not qualified or exempt from qualification in the jurisdictions in which the
holders of the warrants reside, we will not be required to net cash settle or cash settle the warrant exercise, the warrants may have
no value, the market for the warrants may be limited and the warrants may expire worthless.

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    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, we will, upon exercise, round up or down to the nearest whole number the number of
ordinary shares to be issued to the warrant holder.
Purchase Option
    We have agreed to sell to EarlyBirdCapital, the representative of the underwriters an option to purchase up to a total of 400,000
units at $8.80 per unit. The units issuable upon exercise of this option are identical to those offered by this prospectus.
Dividends
    We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the
completion of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and
earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The
payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the
present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our
board does not anticipate declaring any dividends in the foreseeable future.
Certain Differences in Corporate Law
    Cayman Islands companies are governed by the Companies Law. The Companies Law is modeled on English Law but does not
follow recent English Law statutory enactments, and differs from laws applicable to United States corporations and their
shareholders. Set forth below is a summary of some significant differences between the provisions of the Companies Law
applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.
    Mergers and Similar Arrangements. Cayman Islands law does not provide for mergers as that expression is understood under
United States corporate law. While Cayman Islands law does have statutory provisions that facilitate the reconstruction and
amalgamation of companies in certain circumstances, commonly referred to in the Cayman Islands as a ―scheme of arrangement‖
which may be tantamount to a merger, we do not anticipate the use of such statutory provisions because a business combination can
be achieved through other means, such as a share capital exchange, asset acquisition or control, through contractual arrangements,
of an operating business. However, in the event that a business combination was sought pursuant to these statutory provisions
(which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United
States), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with
whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders
or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meeting summoned for that
purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of
the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction ought
not be approved, the court can be expected to approve the arrangement if it satisfies itself that:
   •    we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to
        majority vote have been complied with;
   •    the shareholders have been fairly represented at the meeting in question;
   •    the arrangement is such as a businessman would reasonably approve; and
   •    the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law or
        that would amount to a ―fraud on the minority.‖
    When a takeover offer is made and accepted by holders of 90% of the shares within four months, the offeror may, within a
two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be
made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion
or inequitable treatment of the shareholders.

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    If the arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal
rights, which would otherwise ordinarily be available to dissenting shareholders of United States corporations, providing rights to
receive payment in cash for the judicially determined value of the shares.
    Shareholders’ Suits. Our Cayman Islands counsel is not aware of any reported class action or derivative action having been
brought in a Cayman Islands court. In principle, we will normally be the proper plaintiff and a derivative action may not be brought
by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority and be
applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:
   •    a company is acting or proposing to act illegally or beyond the scope of its authority;
   •    the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than
        the number of votes which have actually been obtained;
   •    the individual rights of the plaintiff shareholder have been infringed or are about to be infringed; or
   •    those who control the company are perpetrating a ―fraud on the minority.‖
    Enforcement of Civil Liabilities. The Cayman Islands has a less developed body of securities laws as compared to the United
States and provides significantly less protection to investors. Additionally, Cayman Islands companies may not have standing to
sue before the federal courts of the United States. Although there is no statutory enforcement in the Cayman Islands of judgments
obtained in the United Sates, the courts of the Cayman Islands will recognize a foreign judgment as the basis for a claim at common
law in the Cayman Islands provided such judgment:
   •    is given by a competent foreign court;
   •    imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;
   •    is final;
   •    is not in respect of taxes, a fine or a penalty; and
   •    was not obtained in a manner and is not of a kind the enforcement of which is contrary to the public policy of the Cayman
        Islands.
Memorandum and Articles of Association
   Our amended and restated memorandum and articles of association filed under the laws of the Cayman Islands contain
provisions designed to provide certain rights and protections to our shareholders prior to the consummation of a business
combination, including:
   •    a requirement that all proposed business combinations be presented to shareholders for approval regardless of whether or
        not the Cayman Islands requires such a vote;
   •    a prohibition against completing a business combination if 40% or more of our shareholders exercise their redemption
        rights in lieu of approving a business combination;
   •    the right of shareholders voting against a business combination (up to approximately 39.99%) to surrender their ordinary
        shares for a pro rata portion of the trust account in lieu of participating in a proposed business combination;
   •    if a business combination is not consummated within 30 months from the date of this offering, then our corporate existence
        will terminate and we will distribute all amounts in the trust account and any net assets remaining outside the trust account
        on a pro-rata basis to all of our public shareholders;
   •    limitation on shareholders’ rights to receive a portion of the trust account so that they may only receive a portion of the
        trust account upon winding up and dissolution of our company or upon the exercise of their redemption rights; and

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   •    the bifurcation of our board of directors into three classes and the establishment of related procedures regarding the
        standing and election of such directors.
    Our amended and restated memorandum and articles of association requires that these provisions may only be amended by a
consent of 66.66% of our shareholders at a quorate meeting. Neither we nor a board of directors will propose an amendment to
these provisions, or support, endorse or recommend any proposal that shareholders amend any of these provisions at any time prior
to the consummation of our business combination (subject to any fiduciary obligations our management board may have). In
addition, we believe we have an obligation in every case to structure our initial business combination so that not less than 40% of
the shares sold in this offering (minus one share) have the ability to be redeemed for cash by public shareholders exercising their
shareholder redemption rights and the business combination will still go forward. We believe these provisions to be obligations of
our company to its shareholders and that investors will make an investment in our company relying, at least in part, on the
enforceability of the rights and obligations set forth in these provisions including, without limitation, the prohibition on any
amendment or modification of such provisions.
Anti-Money Laundering — Cayman Islands
    In order to comply with legislation or regulations aimed at the prevention of money laundering, we are required to adopt and
maintain anti-money laundering procedures, and may require subscribers to provide evidence to verify their identity. Where
permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures
(including the acquisition of due diligence information) to a suitable person.
    We reserve the right to request such information as is necessary to verify the identity of a subscriber. In the event of delay or
failure on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the
application, in which case any funds received will be returned without interest to the account from which they were originally
debited.
    We also reserve the right to refuse to make any redemption payment to a shareholder if our directors or officers suspect or are
advised that the payment of redemption proceeds to such shareholder might result in a breach of applicable anti-money laundering
or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to
ensure our compliance with any such laws or regulations in any applicable jurisdiction.
    If any person resident in the Cayman Islands knows or suspects that another person is engaged in money laundering or is
involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the
course of their business the person will be required to report such belief or suspicion to either the Financial Reporting Authority of
the Cayman Islands, pursuant to the Proceeds of Criminal Conduct Law (2007 Revision) if the disclosure relates to money
laundering or to a police officer of the rank of constable or higher if the disclosure relates to involvement with terrorism or terrorist
property, pursuant to the Terrorism Law. Such a report shall not be treated as a breach of confidence or of any restriction upon the
disclosure of information imposed by any enactment or otherwise.
Our Transfer Agent and Warrant Agent
   The transfer agent for our securities and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 17
Battery Place, New York, New York 10004.
Shares Eligible for Future Sale
    Immediately after this offering, we will have 5,000,000 ordinary shares outstanding, or 5,750,000 shares if the over-allotment
option is exercised in full. Of these shares, the 4,000,000 shares sold in this offering, or 4,600,000 shares if the over-allotment
option is exercised in full, will be freely tradable without restriction or further registration under the Securities Act, except for any
shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining shares are
restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. None of those
shares would be eligible for sale under Rule 144 prior to September 24, 2008. However, as described below, the Securities and
Exchange Commission has taken the position that these securities would not be eligible for

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transfer under Rule 144 until one year after our business combination. Furthermore, all of those shares have been placed in escrow
and will not be transferable for a period of one year from the consummation of our initial business combination and will be released
prior to that date only if (ii) the underwriters do not exercise the over-allotment option in full or in part in order to maintain our
initial shareholders’ ownership interest in our ordinary shares at 20%, (ii) holders of more than 20% of the shares sold in this
offering exercise their redemption rights with respect to a proposed business combination and such business combination is
consummated in order to maintain our initial shareholders’ ownership interest in our ordinary shares at no more than 23.81% of our
outstanding shares upon consummation of such business combination (without giving effect to any shares that may be issued in the
business combination) or (iii) following a business combination, we consummate a subsequent liquidation, merger, stock exchange
or other similar transaction which results in all of our stockholders having the right to exchange their ordinary shares for cash,
securities or other property.
Rule 144
    In general, under Rule 144 as currently in effect, a person who has beneficially owned restricted ordinary shares for at least one
year would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the
following:
   •    1% of the number of ordinary shares then outstanding, which will equal 50,000 shares immediately after this offering (or
        57,500 if the over-allotment option is exercised in full); and
   •    if the common stock is listed on a national securities exchange or on The Nasdaq Stock Market, 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 by manner of sale provisions and notice requirements and to the availability of current
public information about us.
    The SEC has adopted amendments to Rule 144 which shorten the holding period described above from one year to six months.
In addition, these amendments provide that sales made after such holding period need not comply with the volume limitation,
manner of sale or notice provisions described above, provided that a person making such sale is not deemed to have been one of our
affiliates at the time of, or at any time during the three months preceding, a sale. Such sales must comply with the public
information provision of Rule 144 (until our common stock has been held for one year). These amendments will become effective
on February 15, 2008.
Rule 144(k)
    Under Rule 144(k), a person who is not deemed to have been one of our affiliates at the time of or at any time during the three
months preceding a sale, and who has beneficially owned the restricted shares proposed to be sold for at least two years, including
the holding period of any prior owner other than an affiliate, is entitled to sell their shares without complying with the manner of
sale, public information, volume limitation or notice provisions of Rule 144. As discussed above, the SEC has adopted amendments
to Rule 144 which will, upon their effectiveness, permit non-affiliates to sell restricted shares without complying with the volume
or manner of sale restrictions after six months.
SEC Position on Rule 144 Sales
    The Securities and Exchange Commission had taken the position that promoters or affiliates of a blank check company and
their transferees, both before and after a business combination act as ―underwriters‖ under the Securities Act when reselling the
securities of a blank check company acquired prior to the consummation of its initial public offering. The SEC has recently
approved amendments to Rule 144 that will make Rule 144 available to promoters or affiliates of blank check companies and their
transferees one year after the consummation of a business combination by the blank check company. Accordingly, 1,000,000
ordinary shares (or 1,150,000 ordinary shares if the underwriters exercise the over-allotment option in full) and 1,500,000 warrants
(as well as 1,500,000 ordinary shares underlying the warrants) held by our initial shareholders will be eligible for trading in the
public market one year after we consummate our initial business combination.
Registration Rights
   The holders of our initial shares issued and outstanding on the date of this prospectus, as well as the holders of the insider
warrants (and underlying securities), will be entitled to registration rights pursuant to an

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agreement to be signed prior to or on the effective date of this offering. The holders of the majority of these securities are entitled to
make up to two demands that we register such securities. The holders of the majority of the initial shares can elect to exercise these
registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from
escrow. The holders of a majority of the insider warrants (or underlying securities) can elect to exercise these registration rights at
any time after we consummate a business combination. In addition, the holders have certain ―piggy-back‖ registration rights with
respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses
incurred in connection with the filing of any such registration statements.

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                                                            TAXATION
   The following summary of the material Cayman Islands and United States federal income tax consequences of an investment in
ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are
subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ordinary shares,
such as the tax consequences under state, local and other tax laws.
Cayman Islands Taxation
    The Government of the Cayman Islands will not, under existing legislation, impose any income, corporate or capital gains tax,
estate duty, inheritance tax, gift tax or withholding tax upon the company or its shareholders. The Cayman Islands are not party to
any double taxation treaties.
    No Cayman Islands stamp duty will be payable by you in respect of the issue or transfer of ordinary shares. However, an
instrument transferring title to an ordinary share, if brought to or executed in the Cayman Islands, would be subject to Cayman
Islands stamp duty.
    We have received an undertaking from the Governor-in-Cabinet of the Cayman Islands that, in accordance with section 6 of the
Tax Concessions Law (1999 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law
which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or
our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate
duty or inheritance tax shall be payable (i) on the shares, debentures or other obligations of the company or (ii) by way of the
withholding in whole or in part of a payment of dividend or other distribution of income or capital by the company to its members
or a payment of principal or interest or other sums due under a debenture or other obligation of the company.
United States Federal Income Taxation
    This is a general summary of the material U.S. federal tax consequences of the acquisition, ownership and disposition of our
units, each consisting of one ordinary share and on half of one warrant, purchased pursuant to this offering. This discussion
assumes that stockholders will hold our securities as capital assets within the meaning of Section 1221 of the Internal Revenue
Code of 1986, as amended (the ―Code‖). This discussion does not address all aspects of U.S. federal taxation that may be relevant
to a stockholder in light of such stockholder's particular circumstances. In addition, this discussion does not address (i) U.S. gift or
estate tax laws, (ii) state, local or foreign tax consequences, (iii) the special tax rules that may apply to certain stockholders,
including without limitation banks, insurance companies, financial institutions, broker-dealers, taxpayers owning directly,
indirectly or by attribution at least 10% of our voting power, taxpayers subject to the alternative minimum tax provisions of the
Code, tax-exempt entities, regulated investment companies, real estate investment trusts, taxpayers whose functional currency is
not the U.S. dollar, or U.S. expatriates or former long-term residents of the United States, or (iv) the special tax rules that may
apply to a stockholder that acquires, holds, or disposes of our units as part of a straddle, hedge, wash sale, constructive sale or
conversion transaction or other integrated investment. Additionally, this discussion does not consider the tax treatment of
partnerships (including entities treated as partnerships for U.S. federal tax purposes) or other pass-through entities or persons who
hold our units through such entities. The tax treatment of a partnership and each partner thereof will generally depend upon the
status and activities of the partnership and such partner. Thus, partnerships, other pass-through entities and persons holding our
units through such entities should consult their own tax advisors.
    This discussion is based on current provisions of the Code, U.S. Treasury regulations promulgated under the Code, judicial
opinions, and published rulings and procedures of the United States Internal Revenue Service (―IRS‖), all as in effect on the date of
this prospectus and all of which are subject to change, possibly with retroactive effect. We have not sought, and will not seek, any
ruling from the IRS or any opinion of counsel with respect to the tax consequences discussed below, and there can be no assurance
that the IRS will not take a position contrary to the tax consequences discussed below or that any position taken by the IRS would
not be sustained.

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    As used in this ―Material U.S. Federal Income Tax Considerations‖ section only, the term ―U.S. Person‖ means a person that is,
for U.S. federal income tax purposes (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity
treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or of
any State thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation
regardless of its source, or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. Persons have the authority to control all substantial decisions of the trust, or (B) it
has in effect a valid election to be treated as a U.S. Person. As used in this discussion, the term ―U.S. holder‖ means a beneficial
owner of our securities that is a U.S. Person and the term ―non-U.S. holder‖ means a beneficial owner of our securities (other than
an entity that is treated as a partnership or as a disregarded entity for U.S. federal income tax purposes) that is not a U.S. Person.
    This discussion is only a summary of the material U.S. federal income tax consequences of the acquisition, ownership and
disposition of our units. Each prospective investor is urged to consult its own tax advisors with respect to the U.S. federal, state,
local and foreign tax consequences to such investor of the acquisition, ownership and disposition of our securities.
Allocation of Basis
   Each unit will be treated for U.S. federal income tax purposes as an investment unit consisting of one ordinary share and one
warrant to acquire one ordinary share, subject to adjustment. For U.S. federal income tax purposes, a holder must allocate the
purchase price of a unit between the ordinary share and the warrant that comprise the unit based on the relative fair market value of
each. We intend to allocate a portion of the purchase price to each ordinary share and to each half warrant comprising part of a unit.
While uncertain, it is possible that the IRS, will apply, by analogy, rules pursuant to which our allocation of the purchase price will
be binding on a holder of a unit that acquired the unit upon original issuance, unless the holder explicitly discloses in a statement
attached to the U.S. holder’s timely filed U.S. federal income tax return for the taxable year that includes the acquisition date of the
unit that the holder’s allocation of the purchase price between the ordinary share and the half warrant that comprise the unit is
different than our allocation. Our allocation is not, however, binding on the IRS.
    Each holder is advised to consult such holder’s own tax advisor with respect to the allocation of the purchase price between the
ordinary share and the half warrant that comprise a unit, including the risks associated with taking a position that is inconsistent
with our allocation of the purchase price.
Tax Consequences to U.S. Holders of Ordinary Shares or Warrants
Dividends and Distributions
    As discussed under ―Dividend Policy‖ above, we do not anticipate that any dividends will be paid prior to the completion of a
business combination. If we do make distributions on our ordinary shares, subject to the PFIC discussion below, such distributions
will be treated as dividends for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits (as
determined under U.S. federal income tax principles). Distributions in excess of our current or accumulated earnings and profits
will reduce the U.S. holder’s basis in its ordinary shares (but not below zero). Any excess over the U.S. holder’s basis will be
treated as gain realized on the sale or other disposition of the ordinary shares and will be treated as described in the first paragraph
under ― — Sale or Other Disposition or Redemption of Ordinary Shares‖ below.
     In the case of a U.S. holder that is a corporation, dividends that we pay will generally be taxable at regular corporate rates of up
to 35% and generally will not qualify for a dividends-received deduction. With certain exceptions and provided certain holding
period requirements are met, dividends we pay to a non-corporate U.S. holder generally will constitute ―qualified dividends‖ that
will be subject to tax at the maximum tax rate accorded to capital gains for tax years beginning on or before December 31, 2010,
after which the rate applicable to dividends is currently scheduled to return to the tax rate generally applicable to ordinary income.
It is unclear whether redemption rights with respect to the ordinary shares, described above under ―Proposed Business — Effecting
a Business Combination — Redemption Rights,‖ may prevent a U.S. holder from satisfying the applicable holding period
requirements with respect to the preferential tax rate on qualified dividend income.

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Sale or Other Disposition or Redemption of Ordinary Shares
     Subject to the PFIC discussion below, gain or loss realized by the U.S. holder on the sale or other disposition of its ordinary
shares (other than redemption but including liquidation if we do not consummate a business combination within the required time)
will be capital gain or loss. The amount of the U.S. holder’s gain or loss will be equal to the difference between its tax basis in the
ordinary shares disposed of and the amount realized on the disposition. Any capital gain or loss realized by the U.S. holder on a
sale or other disposition of our ordinary shares will generally be long-term capital gain or loss if the U.S. holder’s holding period
for the ordinary shares is more than one year. However, the redemption feature of the ordinary shares described under ―Proposed
Business — Effecting a Business Combination — Redemption rights‖ conceivably could affect the U.S. holder’s ability to satisfy
the holding period requirements for the long-term capital gain tax rate with respect to the time period prior to the approval of an
initial business combination.
    Long-term capital gains recognized by certain U.S. holders with respect to tax years beginning before January 1, 2011 may
qualify for a reduced rate of taxation of 15% or lower. Gain recognized by a U.S. holder on a sale, exchange or other disposition of
ordinary shares generally will be treated as U.S. source income for U.S. foreign tax credit purposes. A loss recognized by a U.S.
holder on the sale, exchange or other disposition of ordinary shares generally will be allocated to U.S. source income for U.S.
foreign tax credit purposes. The deductibility of a capital loss recognized on the sale, exchange or other disposition of ordinary
shares is subject to limitations.
    If a U.S. holder redeems its ordinary shares for the right to receive cash pursuant to the exercise of a redemption right as
described above in ―Proposed Business — Effecting a Business Combination — Redemption rights,‖ the redemption will be treated
as either a sale of ordinary shares described in the preceding paragraph or as a dividend or distribution. In general, the redemption
will be treated as a sale only if the U.S. holder’s percentage ownership in us (including shares that the U.S. holder is deemed to own
under certain attribution rules, which provide, among other things, that the U.S. holder is deemed to own any shares that such U.S.
holder holds a warrant to acquire) after the redemption is not meaningfully reduced from what the U.S. holder’s percentage
ownership was prior to the redemption. If a U.S. holder has a relatively minimal share interest and, taking into account the effect of
redemption by other shareholders, such U.S. holder’s percentage ownership in us is reduced as a result of the redemption, generally
the U.S. holder should be regarded as having suffered a meaningful reduction in interest.
    Each U.S. holder should consult its own tax advisor as to whether redemption of such U.S. holder’s ordinary shares will be
treated as a sale or as a dividend under the Code (including as to the possible application to you of the attribution rules). Each U.S.
holder that actually or constructively own 5% or more of our ordinary shares before redemption, may be subject to special reporting
requirements with respect to such redemption and such holders should consult their own tax advisors in that regard.
Exercise, Sale or Other Disposition, or Expiration of Warrants
   Subject to the PFIC discussion below, upon the sale or other disposition of a warrant, a U.S. holder generally will recognize
capital gain or loss equal to the difference between the amount realized on the sale or exchange and its tax basis in the warrant. This
capital gain or loss will be long-term capital gain or loss if, at the time of the sale or exchange, the warrant has been held by a U.S.
holder for more than one year. The deductibility of capital losses is subject to limitations.
    In general, a U.S. holder should not be required to recognize income, gain or loss upon exercise of a warrant. However, if the
U.S. holder receives any cash in lieu of a fractional ordinary share, the rules described above under ―Sale or Other Disposition or
Redemption of Ordinary Shares‖ will apply. A U.S. holder’s basis in an ordinary share received upon exercise will be equal to the
sum of (1) such U.S. holder’s basis in the warrant and (2) the exercise price of the warrant. The U.S. holder’s holding period in the
shares received upon exercise will commence on the day after the warrants are exercised.
    If a warrant expires without being exercised, a U.S. holder will recognize a capital loss in an amount equal to such U.S. holder’s
basis in the warrant. Such loss will be a long-term capital loss if, at the time of the expiration, the warrant has been held the U.S.
holder for more than one year. The deductibility of capital losses is subject to limitations.

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    If a warrant is redeemed the redemption will be treated as either a sale of the warrant or as a dividend or distribution taxable in
a similar way to a redemption of ordinary shares as described above in ―Sale or Other Disposition or Redemption of Ordinary
Shares.‖
Constructive Dividends on Warrants
    As discussed under ―Dividend Policy‖ above, we do not anticipate that any dividends will be paid prior to the completion of a
business combination. If at any time during the period that a U.S. holder holds warrants we were to pay a taxable dividend to our
stockholders and, in accordance with the anti-dilution provisions of the warrants, the conversion rate of the warrants were
increased, that increase would be deemed to be the payment of a taxable dividend to the U.S. holder to the extent of our earnings
and profits, notwithstanding the fact that the U.S. holder will not receive a cash payment. If the conversion rate is adjusted in
certain other circumstances (or in certain circumstances, there is a failure to make adjustments), such adjustments may also result in
the deemed payment of a taxable dividend to the U.S. holder. Each U.S. holder should consult your tax advisor regarding the proper
treatment of any adjustments to the warrants.
Tax Consequences If We Are a Passive Foreign Investment Company
    Special rules will apply if we are a passive foreign investment company, or PFIC, and U.S. holders may incur significant
adverse tax consequences if we are deemed to be a PFIC. In general, we will be a PFIC if either 75% or more of our gross income
in a taxable year is passive income or if at least 50% of our assets are held for the production of, or produce, passive income. In
applying these rules, we are required to take into account our pro rata share of the income and gross assets of any company of
which we own 25% or more (determined by value).
    Because we are a company with no current active business, we believe that it is likely that we will meet the PFIC asset or
income tests for the current year. However, the PFIC rules contain an exception to PFIC status for companies in their ―start-up
year.‖ Under this exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income, if (1) no
predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two
taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of these years. We cannot predict
whether we will be entitled to take advantage of the start-up year exception. After acquisition of a company in a business
combination, we may still meet one of the PFIC tests, depending on the timing of the acquisition and the nature of the income and
assets of the acquired business. Consequently, we can provide no assurance that we will not be a PFIC for either the current year or
for any subsequent year.
    If a U.S. holder holds our ordinary shares or warrants during any year in which we are a PFIC, significant adverse tax
consequences would apply to such U.S. holder. Specifically, dividends received by a non-corporate U.S. holder from us would not
be considered ―qualified dividends‖ and would not be entitled to the 15% preferential tax rate, and gain on the disposition of our
shares or warrants would generally not be treated as capital gain. Instead, the U.S. holder, upon its receipt of certain ―excess
distributions‖ by us and upon disposition of ordinary shares or warrants at a gain, would be liable to pay tax at the then highest
prevailing income tax rate on ordinary income plus interest on the tax, as if the distribution or gain had been recognized ratably
over the U.S. holder’s holding period for the ordinary shares or warrants. Additionally, if we are a PFIC during any year of a
deceased U.S. holder’s holding period, a U.S. holder who acquires ordinary shares or warrants from the deceased U.S. holder
would not receive the step-up of the income tax basis to fair market value for such ordinary shares or warrants. Instead, such U.S.
holder would have a tax basis equal to the deceased’s tax basis, if lower.
    If a U.S. holder has made a qualifying electing fund, or QEF, election covering all taxable years during which the holder held
shares and in which we were a PFIC, distributions and gains will not be taxed as described above, nor will the denial of a basis
step-up at death described above apply. Instead, a U.S. holder that makes a QEF election is required for each taxable year to include
in income the holder’s pro rata share of ordinary earnings as ordinary income and a pro rata share of net long-term capital gain as
long-term capital gain, regardless of whether such earnings or gain have in fact been distributed. When earnings and profits that
were included in income under this rule are later distributed, the distribution is not a dividend. The basis of a U.S. holder’s shares in
a QEF is increased by amounts that are included in income, and decreased by amounts

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distributed but not taxed as dividends, under the above rules. Undistributed income is subject to a separate election to defer
payment of taxes. If deferred, the taxes will be subject to an interest charge.
    U.S. holders may not make a QEF election with respect to warrants. As a result, if a U.S. holder sells warrants, any gain 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 warrants properly makes a QEF
election with respect to the newly acquired ordinary shares, the adverse tax consequences relating to PFIC shares will continue to
apply with respect to the pre-QEF election period, unless the holder makes a ―purging election.‖ The purging election creates a
deemed sale of the ordinary shares acquired on exercising the warrants. The gain recognized by the purging election would 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 would have a new tax basis and holding period in the ordinary shares acquired on the exercise of
the warrants for purposes of the PFIC rules. The application of the PFIC rules to warrants and to the ordinary shares acquired upon
exercise of warrants is subject to significant uncertainty. U.S. holders of warrants should consult with their own tax advisors as to
the advisability and consequences of, and the procedures for, making a purging election.
    A U.S. holder of shares makes a QEF election by attaching a completed IRS Form 8621 to a timely filed U.S. federal income
tax return and by filing a copy of the form with the IRS. Once made, a QEF election can be revoked only 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. [We will
attempt to provide such information as the IRS may require in order to enable U.S. holders to make the QEF election.] However,
there is no assurance that we will have timely knowledge of our status as a PFIC, or that the information which we provide will be
adequate to allow U.S. holders to make a QEF election. U.S. holders should consult their own tax advisors as to the advisability of,
consequences of, and procedures for making, a QEF election. Even if a U.S. holder in a PFIC does not make a QEF election, such
holder generally must file a completed Form 8621 with the shareholder’s tax return.
     If our ordinary shares became ―regularly traded‖ on a ―qualified exchange or other market,‖ as provided in applicable Treasury
Regulations, a U.S. holder of our ordinary shares may elect to mark the ordinary shares to market annually, recognizing as ordinary
income or loss each year an amount equal to the difference between the U.S. holder’s adjusted tax basis in such ordinary shares and
its fair market value. Losses would be allowed only to the extent of net mark-to-market gain previously included by the U.S. holder
under the election in previous taxable years. As with the QEF election, a U.S. holder who makes a mark-to-market election would
not be subject to the general PFIC regime and the denial of basis step-up at death described above. Although it is expected that our
ordinary shares will be listed on the American Stock Exchange (which is a ―qualified exchange‖) we cannot predict at this time
whether there would be sufficient trading activity for our ordinary shares to be treated as ―regularly traded.‖ Accordingly, there can
be no assurance that a holder of our ordinary shares would be able to make a mark-to-market election. U.S. holders should consult
their own tax advisors as to requirements for, advisability of, consequences of, and procedures for, making a mark-to-market
election.
    If we are a PFIC and, at any time, have a non-U.S. subsidiary that is classified as a PFIC, U.S. holders of our ordinary shares
generally would be deemed to own, and also would be subject to the PFIC rules with respect to, their indirect ownership interests in
that lower-tier PFIC. A QEF election under the PFIC rules with respect to our ordinary shares would not apply to a lower-tier PFIC.
If we are a PFIC and a U.S. holder of ordinary shares does not make a QEF election in respect of a lower-tier PFIC, the U.S. holder
could incur liability for the deferred tax and interest charge described above if either (1) we receive a distribution from, or dispose
of all or part of our interest in, the lower-tier PFIC or (2) the U.S. holder disposes of all or part of its ordinary shares. Upon request,
we will endeavor to cause any lower-tier PFIC to provide to a U.S. holder no later than ninety days after the request the information
that may be required to make a QEF election with respect to the lower-tier PFIC. A mark-to-market election under the PFIC rules
with respect to our ordinary shares would not apply to a lower-tier PFIC, and a U.S. holder would not be able to make such a
mark-to-market election in respect of its indirect ownership interest in that lower-tier PFIC. Consequently, U.S. holders of our
ordinary shares could be subject to the PFIC rules with respect to income of the lower-tier PFIC the value of which already had
been taken into account indirectly via mark-to-market adjustments. Similarly, if a

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U.S. holder made a mark-to-market election under the PFIC rules in respect of our ordinary shares and made a QEF election in
respect of a lower-tier PFIC, such U.S. holder could be subject to current taxation in respect of income from the lower-tier PFIC the
value of which already had been taken into account indirectly via mark-to-market adjustments. U.S. holders are urged to consult
their own tax advisors regarding the issues raised by lower-tier PFICs.
Tax Consequences to Non-U.S. Holders of Ordinary Shares or Warrants
    Except as described in ― — Information Reporting and Back-up Withholding‖ below, a non-U.S. holder of shares or warrants
will not be subject to U.S. federal income or withholding tax on the payment of dividends on shares and the proceeds from the
disposition of shares or warrants unless:
   •    Such item is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States and,
        in the case of a resident of a country which has a treaty with the United States, such item is attributable to a permanent
        establishment or, in the case of an individual, a fixed place of business, in the United States; or
   •    The non-U.S. holder is an individual who holds the shares or warrants as a capital asset and is present in the United States
        for 183 days or more in the taxable year of the disposition, certain other conditions are met, and such non-U.S. holder does
        not qualify for an exemption.
    If the first exception applies, the non-U.S. holder generally will be subject to U.S. federal income tax with respect to such item
in the same manner as a U.S. holder unless otherwise provided in an applicable income tax treaty; a non-U.S. holder that is a
corporation for U.S. federal income tax purposes may also be subject to a branch profits tax with respect to such item at a rate of
30% (or at a reduced rate under an applicable income tax treaty). If the second exception applies, the non-U.S. holder generally will
be subject to U.S. federal income tax at a rate of 30% (or at a reduced rate under an applicable income tax treaty) on the amount by
which such non-U.S. holder’s capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the
taxable year of disposition of the shares or warrants.
Information Reporting and Backup Withholding
    U.S. holders generally are subject to information reporting requirements with respect to dividends paid on ordinary shares, and
on the proceeds from the sale, exchange or disposition of our ordinary shares or warrants. In addition, U.S. holders will be subject
to back-up withholding (currently at a rate of 28%) on dividends paid on ordinary shares, and on the proceeds from the sale,
exchange or other disposition of ordinary shares or warrants, unless the U.S. holder provides a duly executed IRS Form W-9 or
otherwise establishes an exemption.
    Non-U.S. holders generally are not subject to information reporting or back-up withholding with respect to dividends paid on
ordinary shares, or the proceeds from the sale, exchange or other disposition of ordinary shares or warrants, provided that such
non-U.S. holder certifies to its foreign status on the applicable duly executed IRS Form W-8 or otherwise establishes an exemption.
   Backup withholding is not an additional tax. Rather, the amount of any backup withholding will be allowed as a credit against a
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.

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                                                       UNDERWRITING
    In accordance with the terms and conditions contained in the underwriting agreement, we have agreed to sell to each of the
underwriters named below, and each of the underwriters, for which EarlyBirdCapital is acting as representative, has individually
agreed to purchase on a firm commitment basis the number of units set forth opposite their respective name below:
              Underwriters                                                                            Number of Units
              EarlyBirdCapital, Inc.
              Roth Capital Partners, LLC
                Total

    A copy of the underwriting agreement has been filed as an exhibit to the registration statement of which this prospectus forms a
part.
State Blue Sky Information
     We will offer and sell the units to retail customers only in Colorado, Delaware, the District of Columbia, Florida, Hawaii,
Illinois, Indiana, New York and Rhode Island. In New York and Hawaii, we have relied on exemptions from the state registration
requirements. In the other states, we have applied to have the units registered for sale and will not sell the units to retail customers
in these states unless and until such registration is effective (including in Colorado, pursuant to 11-51-302(6) of the Colorado
Revised Statutes).
    If you are not an institutional investor, you may purchase our securities in this offering only in the jurisdictions described
directly above. Institutional investors in every state except in Idaho may purchase the units in this offering pursuant to exemptions
under the Blue Sky laws of various states. The definition of an ―institutional investor‖ varies from state to state but generally
includes financial institutions, broker-dealers, banks, insurance companies and other qualified entities.
    We will file periodic and annual reports under the Securities Exchange Act of 1934. Therefore, under the National Securities
Markets Improvement Act of 1996, the resale of the units, from and after the effective date, and the common stock and warrants
comprising the units, once they become separately transferable, are exempt from state registration requirements. However, states
are permitted to require notice filings and collect fees with regard to these transactions, and a state may suspend the offer and sale
of securities within such state if any such required filing is not made or fee is not paid. As of the date of this prospectus, the
following states either do not presently require any notice filings or fee payments or have not yet issued rules or regulations
indicating whether notice filings or fee payments will be required:
   •    Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho,
        Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Massachusetts, Minnesota, Mississippi, Missouri, Nebraska, Nevada,
        New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina,
        South Dakota, Utah, the Virgin Islands, Virginia, Washington, West Virginia, Wisconsin and Wyoming.
    Additionally, the following states currently permit the resale of the units, and the ordinary shares and warrants comprising the
units, once they become separately transferable, if the proper notice filings have been submitted and the required fees have been
paid:
   •    The District of Columbia, Illinois, Maryland, Michigan, Montana, New Hampshire, North Dakota, Oregon, Puerto Rico,
        Tennessee, Texas and Vermont.
     As of the date of this prospectus, we have not determined in which, if any, of these states we will submit the required filings or
pay the required fee. Additionally, if any of these states that has not yet adopted a statute relating to the National Securities Markets
Improvement Act adopts such a statute in the future requiring a filing or fee or if any state amends its existing statutes with respect
to its requirements, we would need to comply with those new requirements in order for the securities to continue to be eligible for
resale in those jurisdictions.

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    Under the National Securities Markets Improvement Act, the states retain the jurisdiction to investigate and bring enforcement
actions with respect to fraud or deceit, or unlawful conduct by a broker or dealer, in connection with the sale of securities. Although
we are not aware of a state having used these powers to prohibit or restrict resales of securities issued by blank check companies
generally, certain state securities commissioners view blank check companies unfavorably and might use these powers, or threaten
to use these powers, to hinder the resale of securities of blank check companies in their states.
    Aside from the exemption from registration provided by the National Securities Markets Improvement Act, we believe that the
units, from and after the effective date, and the ordinary shares and warrants comprising the units, once they become separately
transferable, may be eligible for sale on a secondary market basis in various states based on the availability of another applicable
exemption from state registration requirements, in certain instances subject to waiting periods, notice filings or fee payments.
Determination of Offering Size
   We agreed to an offering size of $32,000,000 based on the previous transactional experience of our principals. We also
considered the size of the offering to be an amount we and the underwriters believed to be successfully received given market
conditions, our proposed geographical focus and the size of initial public offerings of other similarly structured blank check
companies.
Structure and Pricing of Securities
    The structure of the units is the same structure that is employed by numerous other similarly structured blank check companies.
Although similarly structured blank check offerings had previously offered units comprised of one ordinary share and two warrants,
each to purchase one ordinary share, we believe our unit structure comprised of one ordinary share and one warrant is more
beneficial in that it reduces the potential dilution that may occur following our consummation of a business combination. We
therefore believe our unit structure will be more attractive to potential target businesses than the prior structure.
    We have been advised by the representative that the underwriters propose to offer the units to the public at the offering price set
forth on the cover page of this prospectus. They may allow some dealers concessions not in excess of $___ per unit and the dealers
may reallow a concession not in excess of $____ per unit to other dealers.
    Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the
terms of the warrants were negotiated between us and the representative. Factors considered in determining the prices and terms of
the units, including the ordinary shares and warrants underlying the units, include:
   •    the history and prospects of companies whose principal business is the acquisition of other companies;
   •    prior offerings of those companies;
   •    our prospects for acquiring an operating business at attractive values;
   •    our capital structure;
   •    an assessment of our management and their experience in identifying operating companies;
   •    general conditions of the securities markets at the time of the offering; and
   •    other factors as were deemed relevant.
    The purchase price of the units is also designed to approximate the expected value of the components of the unit after they
commence separate trading. This expected value of the units consists of two components, the expected value of the ordinary shares
and the expected value of the warrants. The expected value of the ordinary shares is estimated, based on the discounted cash value
of the per share amount of the trust fund that would be distributed to the public shareholders if a business combination does not
occur. The expected value of the warrants is based on historical trading patterns of warrants included in units of similarly structured
blank check companies after those units are separated.

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   However, although these factors were considered, the determination of our offering price is more arbitrary than the pricing of
securities for an operating company in a particular industry since the underwriters are unable to compare our financial results and
prospects with those of public companies operating in the same industry.
Over-Allotment Option
    We have granted to the representative of the underwriters an option, exercisable during the 45-day period commencing on the
date of this prospectus, to purchase from us at the offering price, less underwriting discounts, up to an aggregate of 600,000
additional units for the sole purpose of covering over-allotments, if any. The over-allotment option will only be used to cover the
net syndicate short position resulting from the initial distribution. The representative of the underwriters may exercise the
over-allotment option if the underwriters sell more units than the total number set forth in the table above.
Commissions and Discounts
   The following table shows the public offering price, underwriting discount to be paid by us to the underwriters and the
proceeds, before expenses, to us. This information assumes either no exercise or full exercise by the representative of the
underwriters of its over-allotment option.




                                                           Per Unit          Without Option              With Option
         Public offering price.                        $      8.00     $            32,000,000     $          36,800,000
         Discount (1)                                  $      0.56     $             2,240,000     $           2,576,000
         Proceeds before expenses (2)                  $      7.44     $            29,760,000     $          34,224,000




(1) $800,000 (or $920,000 if the over-allotment option is exercised in full) of the underwriting discounts will not be payable unless
    and until we complete a business combination. The underwriters have waived their right to receive such payment upon our
    liquidation if we are unable to complete a business combination.
(2) The offering expenses are estimated at $550,000.
    No discounts or commissions will be paid on the sale of the insider warrants.
Purchase Option
    We have agreed to sell to the representative, for $100, an option to purchase up to a total of 400,000 units. The units issuable
upon exercise of this option are identical to those offered by this prospectus. This option is exercisable at $8.80 per unit, and may
be exercised on a cashless basis, commencing six months after the consummation of a business combination and expiring five years
from the date of this prospectus. The option and the 400,000 units, the 400,000 shares of common stock and the 400,000 warrants
underlying such units, and the 400,000 shares of common stock underlying such warrants, have been deemed compensation by
FINRA’s NASD and are therefore subject to a 180-day lock-up pursuant to Rule 2710(g)(1) of the FINRA Conduct Rules.
Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the
foregoing 180-day period) following the date of this prospectus except to any underwriter and selected dealer participating in the
offering and their bona fide officers or partners. Although the purchase option and its underlying securities have been registered
under the registration statement of which this prospectus forms a part, the option grants to holders demand and ―piggy back‖ rights
for periods of five and seven years, respectively, from the date of this prospectus with respect to the registration under the
Securities Act of the securities directly and indirectly issuable upon exercise of the option. We will bear all fees and expenses
attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The
exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the
event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted
for issuances of common stock at a price below its exercise price.
Regulatory Restrictions on Purchase of Securities
   Rules of the SEC may limit the ability of the underwriters to bid for or purchase our units before the distribution of the units is
completed. The distribution of the units in this offering will be completed once all

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the units have been sold, all stabilizing transactions have been completed and all penalty bids have either been reclaimed or
withdrawn.However, the underwriters may engage in the following activities in accordance with the rules:
   •    Stabilizing Transactions. The underwriters may make bids or purchases for the purpose of preventing or retarding a
        decline in the price of our units, as long as stabilizing bids do not exceed the offering price of $8.00.
   •    Over-Allotments and Syndicate Coverage Transactions. The underwriters may create a short position in our units by
        selling more of our units than are set forth on the cover page of this prospectus. If the underwriters create a short position
        during the offering, the representative may engage in syndicate covering transactions by purchasing our units in the open
        market. The representative may also elect to reduce any short position by exercising all or part of the over-allotment
        option.
   •    Penalty Bids. The representative may reclaim a selling concession from a syndicate member when the units originally
        sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short
        positions.
    Stabilization and syndicate covering transactions may cause the price of our securities to be higher than they would be in the
absence of these transactions. The imposition of a penalty bid might also have an effect on the prices of our securities if it
discourages resales of our securities.
    Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may
have on the price of our securities. These transactions may occur on the American Stock Exchange, in the over-the-counter market
or on any trading market. If any of these transactions are commenced, they may be discontinued without notice at any time.
Other Terms
    Although we are not under any contractual obligation to engage any of the underwriters to provide any services for us after this
offering, and have no present intent to do so, any of the underwriters may, among other things, introduce us to potential target
businesses or assist us in raising additional capital, as needs may arise in the future. If any of the underwriters provide services to us
after this offering, we may pay such underwriter fair and reasonable fees that would be determined at that time in an arm's length
negotiation; provided that no agreement will be entered into with any of the underwriters and no fees for such services will be paid
to any of the underwriters prior to the date which is 90 days after the date of this prospectus, unless the National Association of
Securities Dealers determines that such payment would not be deemed underwriters’ compensation in connection with this offering.
Indemnification
   We have agreed to indemnify the underwriters against some liabilities, including civil liabilities under the Securities Act, or to
contribute to payments the underwriters may be required to make in this respect.

                                                        LEGAL MATTERS
   Graubard Miller, New York, New York is acting as counsel in connection with the registration of our securities under the
Securities Act of 1933, and as such, will pass upon the validity of the securities offered in this prospectus. Legal matters as to
Cayman Islands’ law will be passed upon for us by Maples and Calder. Greenberg Traurig, New York, New York, is acting as
counsel for the underwriters in this offering.

                                                              EXPERTS
    The financial statements included in this prospectus and in the registration statement have been audited by UHY LLP,
independent registered public accounting firm, to the extent and for the period set forth in their report appearing elsewhere in this
prospectus and in the registration statement. The financial statements and the report of UHY LLP are included in reliance upon
their report given upon the authority of UHY LLP as experts in auditing and accounting.

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                                   WHERE YOU CAN FIND ADDITIONAL INFORMATION
    We have filed with the SEC a registration statement on Form S-1, which includes exhibits, schedules and amendments, under
the Securities Act, with respect to this offering of our securities. Although this prospectus, which forms a part of the registration
statement, contains all material information included in the registration statement, parts of the registration statement have been
omitted as permitted by rules and regulations of the SEC. We refer you to the registration statement and its exhibits for further
information about us, our securities and this offering. The registration statement and its exhibits, as well as our other reports filed
with the SEC, can be inspected and copied at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. The
public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition,
the SEC maintains a web site at http://www.sec.gov which contains the Form S-1 and other reports, proxy and information
statements and information regarding issuers that file electronically with the SEC.

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                                               CS CHINA ACQUISITION CORP.
                                            (A Corporation in the Development Stage)

                                            AUDITED FINANCIAL STATEMENTS
                                              For the Period September 24, 2007
                                               (Inception) to October 31, 2007

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                      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
CS China Acquisition Corp.
    We have audited the accompanying balance sheet of CS China Acquisition Corp. (a corporation in the development stage) as of
October 31, 2007, and the related statements of operations, stockholders’ equity and cash flows for the period from September 24,
2007 (inception) to October 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 audit.
    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal control 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 company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
    In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CS
China Acquisition Corp. as of October 31, 2007, and the results of its operations and its cash flows for the period from September
24, 2007 (inception) to October 31, 2007, in conformity with accounting principles generally accepted in the United States of
America.
UHY LLP
New York, New York
October 31, 2007

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                                               CS CHINA ACQUISITION CORP.
                                            (A Corporation in the Development Stage)
                                                        BALANCE SHEET
                                                         October 31, 2007




                                                        ASSETS
       Current Assets
         Cash                                                                                      $    72,205
         Deferred offering costs associated with proposed public offering                               48,982
           Total assets                                                                            $   121,187

                                  LIABILITIES AND STOCKHOLDERS’ EQUITY
       Current Liabilities
         Accrued Expenses Payable                                                                  $       450
         Note payable to stockholders                                                                  100,000
           Total liabilities                                                                           100,450
       Commitments
       Stockholders’ Equity (Deficit)
         Preferred shares, $0.0001 par value Authorized 1,000,000 shares; none issued                       —
         Ordinary shares, $0.0001 par value Authorized 50,000,000 shares; issued and                       115
           outstanding 1,150,000 shares
         Additional paid-in capital                                                                     24,885
         Deficit accumulated during the development stage                                               (4,263 )

           Total stockholders' equity                                                                   20,737
           Total liabilities and stockholders' equity                                              $   121,187




                                                See notes to financial statements.

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                                              CS CHINA ACQUISITION CORP.
                                           (A Corporation in the Development Stage)
                                               STATEMENT OF OPERATIONS
                               For the Period September 24, 2007 (Inception) to October 31, 2007
       Formation costs                                                                  $          (3,752 )

       General and Administrative expenses                                                          (511 )

         Operating loss                                                                            (4,263 )

       Net loss                                                                         $          (4,263 )


       Weighted average shares outstanding                                                      1,150,000

       Basic and diluted net loss per share                                             $            0.00



                                              See notes to financial statements.

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                                           CS CHINA ACQUISITION CORP.
                                        (A Corporation in the Development Stage)
                             STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
                            For the Period September 24, 2007 (Inception) to October 31, 2007
                                      Ordinary Shares                Additional             Deficit             Stockholders'
                                                                   Paid-In Capital      Accumulated                Equity
                                                                                         During the
                                                                                      Development Stage
                                     Shares             Amount

       Ordinary shares               1,150,000       $ 115        $     24,885        $          —          $        25,000
         issued
         September 24,
         2007 for cash
       Net loss                             —           —                   —                (4,263 )                (4,263 )
       Balance at October            1,150,000       $ 115        $     24,885        $      (4,263 )       $        20,737
         31, 2007



                                                 See notes to financial statements.

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                                           CS CHINA ACQUISITION CORP.
                                        (A Corporation in the Development Stage)
                                            STATEMENT OF CASH FLOWS
                            For the Period September 24, 2007 (Inception) to October 31, 2007




       Operating Activities
        Net loss                                                                                        $            (4,263 )

         Change in accrued expenses                                                                                     450
           Net cash used in operating activities                                                                     (3,813 )

       Financing Activities
         Proceeds from sale of ordinary shares to founding stockholders                                             25,000
         Proceeds from stockholders note payable                                                                   100,000
         Deferred offering costs associated with proposed public offering                                          (48,982 )

            Net cash provided by financing activities                                                                76,018
       Net Increase in Cash                                                                                          72,205
       Cash, Beginning                                                                                                   —
       Cash, Ending                                                                                     $            72,205
                                                  See notes to financial statements.

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                                               CS CHINA ACQUISITION CORP.

                                          NOTES TO FINANCIAL STATEMENTS
                              For the Period September 24, 2007 (Inception) to October 31, 2007
Note 1 — Organization and Plan of Business Operations
    CS China Acquisition Corp. (the ―Company‖) was incorporated in the Cayman Islands on September 24, 2007 as a blank check
company whose objective is to acquire, through a stock exchange, asset acquisition or other similar business combination, an
operating business, or control of such operating business through contractual arrangements, that has its principal operations located
in People’s Republic of China (―PRC‖).
     At October 31, 2007, the Company had not yet commenced any significant operations. All activity through October 31, 2007
relates to the Company’s formation and the proposed public offering described below. The Company has selected December 31 as
its fiscal year-end.
    The Company’s ability to commence significant operations is contingent upon obtaining adequate financial resources through a
proposed public offering of up to 4,000,000 units (―units‖) which is discussed in Note 3 (―Proposed Offering‖). The Company’s
management has broad discretion with respect to the specific application of the net proceeds of this Proposed Offering, although
substantially all of the net proceeds of this Proposed Offering are intended to be generally applied toward consummating a business
combination with an operating business that has its principal operations located in the PRC (―Business Combination‖).
Furthermore, there is no assurance that the Company will be able to successfully affect a Business Combination. Upon the closing
of the Proposed Offering, management has agreed that at least $7.84 per unit sold in the Proposed Offering will be held in a trust
account (―Trust Account‖) and invested in United States ―government securities‖ within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940 having a maturity of 180 days or less or in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act of 1940 until the earlier of (i) the consummation of its first Business
Combination and (ii) liquidation of the Company. The placing of funds in the Trust Account may not protect those funds from third
party claims against the Company. Although the Company will seek to have all vendors, prospective target businesses or other
entities it engages, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies
held in the Trust Account, there is no guarantee that they will execute such agreements. Two of the initial shareholders have agreed
that they will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims
of target businesses or vendors or other entities that are owed money by the Company for services rendered contracted for or
products sold to the Company. However, there can be no assurance that they will be able to satisfy those obligations should they
arise. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due
diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, if the Company is unable
to consummate a Business Combination by the one year anniversary of the effective date of the Proposed Offering, up to an
aggregate of $1,050,000 of interest earned on the Trust Account balance may be released to the Company to fund working capital
requirements as well as any amounts that are necessary to pay the Company’s tax obligations.
    The Company, after signing a definitive agreement for the acquisition of a target business, is required to submit such
transaction for stockholder approval. In the event that stockholders owning 40% or more of the shares sold in the Proposed
Offering vote against the Business Combination and exercise their conversion rights described below, the Business Combination
will not be consummated. All of the Company’s stockholders prior to the Proposed Offering, including all of the officers and
directors of the Company (―Initial Stockholders‖), have agreed to vote their 1,150,000 founding shares of ordinary shares in
accordance with the vote of the majority in interest of all other stockholders of the Company (―Public Stockholders‖) with respect
to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be
applicable.
    With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the
Business Combination may demand that the Company convert his or her shares. The per share conversion price will equal the
amount in the Trust Account, calculated as of two business days prior to the consummation of the proposed Business Combination,
divided by the number of ordinary shares held by Public Stockholders at the consummation of the Proposed Offering. Accordingly
Public Stockholders

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                                                 CS CHINA ACQUISITION CORP.

                                           NOTES TO FINANCIAL STATEMENTS
                               For the Period September 24, 2007 (Inception) to October 31, 2007
Note 1 — Organization and Plan of Business Operations – (continued)
holding up to 39.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in
the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account
computed without regard to the shares held by Initial Stockholders.
    The Company’s Memorandum and Articles of Association will be amended prior to the Proposed Offering to provide that the
Company will continue in existence only until 18 months from the consummation of the Proposed Offering or 30 months from the
consummation of the Proposed Offering if a letter of intent, agreement in principle or definitive agreement has been executed
within 18 months after the consummation of this offering and the business combination has not been consummated within such 18
month period. If the Company has not completed a Business Combination by such date, its corporate existence will cease and it
will dissolve and liquidate for the purposes of winding up its affairs. In the event of liquidation, it is likely that the per share value
of the residual assets remaining available for distribution (including Trust Fund assets) will be less than the initial public offering
price per share in the Proposed Offering (assuming no value is attributed to the Warrants contained in the Unit to be offered in the
Proposed Offering discussed in Note 3).
Note 2 — Significant 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.
    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.
   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.
Note 3 — Proposed Public Offering
    The Proposed Offering calls for the Company to offer for public sale up to 4,000,000 units at a proposed offering price of $8.00
per unit (plus up to an additional 600,000 units solely to cover overallotments, if any). Each unit consists of one ordinary share of
the Company’s stock and one Redeemable Ordinary Share Purchase Warrants (―Warrants‖). Each Warrant will entitle the holder to
purchase from the Company one ordinary share at an exercise price of $5.50 commencing the later of the completion of a Business
Combination and one year from the effective date of the Proposed Offering and expiring five years from the effective date of the
Proposed Offering. The Company may redeem the Warrants, with the prior consent of EarlyBirdCapital, Inc. (―EBC‖), the
representative of the underwriters in the Proposed Offering, at a price of $0.01 per Warrant upon 30 days’ notice while the
Warrants are exercisable, only in the event that the last sale price of the ordinary shares is at least $11.50 per share for any 20
trading days within a 30 trading day period ending on the third day prior to the date on which notice of redemption is given. If the
Company redeems the Warrants as described above, management will have the option to require any holder that wishes to exercise
his Warrant to do so on a ―cashless basis.‖ In such event, the holder would pay the exercise price by surrendering his Warrants for
that number of 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‖
(defined below) by (y) the fair market value. The ―fair market value‖ shall mean the average reported last sale price of the ordinary
shares for the 10 trading days

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                                                 CS CHINA ACQUISITION CORP.

                                           NOTES TO FINANCIAL STATEMENTS
                               For the Period September 24, 2007 (Inception) to October 31, 2007
Note 3 — Proposed Public Offering – (continued)
ending on the third trading day prior to the date on which the notice of redemption is sent to holders of Warrants. In accordance
with the warrant agreement relating to the Warrants to be sold and issued in the Proposed Offering the Company is only required to
use its best efforts to maintain the effectiveness of the registration statement covering the Warrants. The Company will not be
obligated to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not
effective at the time of exercise. Additionally, in the event that a registration is not effective at the time of exercise, the holder of
such Warrant shall not be entitled to exercise such Warrant and in no event (whether in the case of a registration statement not
being effective or otherwise) will the Company be required to net cash settle the Warrant exercise. Consequently, the Warrants may
expire unexercised and unredeemed.
    The Company will pay the underwriters in the Proposed Offering an underwriting discount of 7% of the gross proceeds of the
Proposed Offering. However, the underwriters have agreed that 2.5% of the underwriting discounts will not be payable unless and
until the Company completes a Business Combination and have waived their right to receive such payment upon the Company’s
liquidation if it is unable to complete a Business Combination. The Company will also issue a unit purchase option, for $100, to
EBC to purchase 400,000 units at an exercise price of $8.80 per unit. The units issuable upon exercise of this option are identical to
the units being offered in the Proposed Offering. The Company intends to account for the fair value of the unit purchase option,
inclusive of the receipt of $100 cash payment, as an expense of the Proposed Offering resulting in a charge directly to stockholders’
equity. The Company estimates that the fair value of this unit purchase option is approximately $1,920,097 ($4.80 per unit) using a
Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriter is estimated as of the date
of grant using the following assumptions: (1) expected volatility of 71.55%, (2) risk-free interest rate of 4.17% and (3) expected life
of 5 years. The unit purchase option may be exercised for cash or on a ―cashless‖ basis, at the holder’s option (except in the case of
a forced cashless exercise upon the Company’s redemption of the Warrants, as described above), such that the holder may use the
appreciated value of the unit purchase option (the difference between the exercise prices of the unit purchase option and the
underlying Warrants and the market price of the Units and underlying ordinary shares) to exercise the unit purchase option without
the payment of any cash. The Company will have no obligation to net cash settle the exercise of the unit purchase option or the
Warrants underlying the unit purchase option. The holder of the unit purchase option will not be entitled to exercise the unit
purchase option or the Warrants underlying the unit purchase option unless a registration statement covering the securities
underlying the unit purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the
unit purchase option or underlying Warrants, the unit purchase option or Warrants, as applicable, will expire worthless.
Note 4 — Deferred Offering Costs
    Deferred offering costs consist principally of legal and underwriting fees incurred through the balance sheet date that are
directly related to the Proposed Offering and that will be charged to stockholders’ equity upon the receipt of the capital raised.
Should the Proposed Offering prove to be unsuccessful, these deferred costs as well as additional expenses to be incurred will be
charged to operations.
Note 5 — Note Payable to Stockholders
    The Company issued, in aggregate, $100,000 principal amount of unsecured promissory note to certain officers and initial
stockholders on October 16, 2007. The note is non-interest bearing and is payable on the earlier of October 15, 2008 or the
consummation of the Proposed Offering. Due to the short-term nature of the note, the fair value of the note approximates its
carrying amount.
Note 6 — Commitments
    The Company presently occupies office space provided by an affiliate of the Company’s chief executive officer, chief financial
officer and director. Such affiliate has agreed that, until the Company consummates a

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                                                 CS CHINA ACQUISITION CORP.

                                            NOTES TO FINANCIAL STATEMENTS
                                For the Period September 24, 2007 (Inception) to October 31, 2007
Note 6 — Commitments – (continued)
Business Combination, it will make such office space, as well as certain office and secretarial services, available to the Company,
as may be required by the Company from time to time. The Company has agreed to pay such affiliate $7,500 per month for such
services commencing on the effective date of the Proposed Offering.
   Pursuant to letter agreements dated as of November 6, 2007 with the Company and the underwriter, the initial stockholders
have waived their right to receive distributions with respect to their founding shares upon the Company’s liquidation.
    The initial stockholders of the Company have committed to purchase 1,500,000 Warrants (―Insider Warrants‖) at $1 per unit
(for an aggregate purchase price of $1,500,000) privately from the Company. These purchases will take place simultaneously with
the consummation of the Proposed Offering. All of the proceeds received from these purchases will be placed in the Trust Account.
The Insider Warrants to be purchased by such purchasers will be identical to the Units being offered by in the Proposed Offering
(and the Warrants underlying such units) except that if the Company calls the Warrants for redemption, the Insider Warrants may
be exercisable on a ―cashless basis,‖ at the holder’s option (except in the case of a forced cashless exercise upon the Company’s
redemption of the Warrants, as described above), so long as such securities are held by such purchasers or their affiliates.
Furthermore, the purchasers have agreed that the Insider Warrants will not be sold or transferred by them until after the Company
has completed a Business Combination.
    The Initial Stockholders and the holders of the Insider Warrants (or underlying ordinary shares) will be entitled to registration
rights with respect to their founding shares, Insider Warrants (or underlying ordinary shares) pursuant to an agreement to be signed
prior to or on the effective date of the Proposed Offering. The holders of the majority of the founding shares are entitled to demand
that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of
a Business Combination. The holders of the Insider Warrants (or underlying ordinary shares) are entitled to demand that the
Company register these securities at any time after the Company consummates a Business Combination. In addition, the Initial
Stockholders and holders of the Insider Warrants (or underlying ordinary shares) have certain ―piggy-bank‖ registration rights on
registration statements filed after the Company’s consummation of a Business Combination.
Note 7 — Preferred Stock
    The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of Directors.
   The agreement with the underwriters prohibits the Company, prior to a Business Combination, from issuing preferred stock
which participates in the proceeds of the Trust Account or which votes as a class with the ordinary shares on a Business
Combination.

                                                               F-10


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                                                         $32,000,000



                                    CS China Acquisition Corp.

                                                       4,000,000 Units
                           PROSPECTUS




EarlyBirdCapital, Inc.
                                                                                  Roth Capital Partners




                                                               , 2007
    Until _______________, 2007, all dealers that effect transactions in these securities, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or subscriptions.
    No dealer, salesperson or any other person is authorized to give any information or make any representations in
connection with this offering other than those contained in this prospectus and, if given or made, the information or
representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a
solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized
or is unlawful.




TABLE OF CONTENTS

                                                             PART II

                                    INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
   The estimated expenses payable by us in connection with the offering described in this registration statement (other than the
underwriting discount and commissions) will be as follows:




             Initial Trustees’ fee                                                     $              1,000.00 (1)
             SEC Registration Fee                                                                     2,082.08
             NASD filing fee                                                                          7,282.01
             Accounting fees and expenses                                                            50,000.00
             Printing and engraving expenses                                                        100,000.00
             Directors & Officers liability insurance premiums                                    120,000.00 (2)
             Legal fees and expenses                                                                350,000.00
             Miscellaneous                                                                           39,635.91 (3)
                Total                                                                  $            670,000.00
(1) In addition to the initial acceptance fee that is charged by Continental Stock Transfer & Trust Company, as trustee, the
    registrant will be required to pay to Continental Stock Transfer & Trust Company annual fees of $3,000 for acting as trustee,
    $4,800 for acting as transfer agent of the registrant’s common stock, $2,400 for acting as warrant agent for the registrant’s
    warrants and $1,800 for acting as escrow agent.
(2) This amount represents the approximate amount of director and officer liability insurance premiums the registrant anticipates
    paying following the consummation of its initial public offering and until it consummates a business combination.
(3) This amount represents additional expenses that may be incurred by the Company in connection with the offering over and
    above those specifically listed above, including distribution and mailing costs.
Item 14. Indemnification of Directors and Officers.
    Cayman Islands law does not limit the extent to which a company’s amended and restated memorandum and articles of
association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the
Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of
committing a crime. Our memorandum and articles of association will provide for indemnification of our officers and directors for
any liability incurred in their capacities as such, except through their own fraud or willful default.
   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.
   Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the
Underwriters and the Underwriters have agreed to indemnify us against certain civil liabilities that may be incurred in connection
with this offering, including certain liabilities under the Securities Act.

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Item 15. Recent Sales of Unregistered Securities.
   (a) During the past three years, we sold the following ordinary shares without registration under the Securities Act:
                Shareholders                                                                      Number of Shares
                Chien Lee                                                                                 517,500
                Sylvia Lee                                                                                517,500
                Michael Zhang                                                                             115,000
    Such shares were issued on September 24, 2007 in connection with our organization pursuant to the exemption from
registration contained in Section 4(2) of the Securities Act as they were sold to accredited individuals and entities. The shares
issued to the individuals and entities above were sold for an aggregate offering price of $25,000 at an average purchase price of
$0.02 per share.
    In addition, CS Capital USA, LLC has committed to purchase from us an aggregate of 1,500,000 warrants at $1.00 per warrant
(for a total purchase price of $1,500,000). This purchase will take place on a private placement basis simultaneously with the
consummation of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in
Section 4(2) of the Securities Act. The obligation to purchase the warrants undertaken by the above entity was made pursuant to a
Subscription Agreement, dated as of November 9, 2007 (the form of which was filed as Exhibit 10.9 to the Registration Statement
on Form S-1).
   No underwriting discounts or commissions were paid with respect to such sales.
Item 16. Exhibits and Financial Statement Schedules.
   (a) The following exhibits are filed as part of this Registration Statement:




        Exhibit No.                                                     Description
         1.1                   Form of Underwriting Agreement.
         3.1*                  Memorandum and Articles of Association.
         4.1                   Specimen Unit Certificate.
         4.2                   Specimen Ordinary Share Certificate.
         4.3                   Specimen Warrant Certificate.
         4.4                   Form of Unit Purchase Option to be granted to Representative.
         4.5               Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the
                           Registrant.
         5.1*              Opinion of Maples and Calder.
         5.2               Opinion of Graubard Miller.
        10.1               Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and Chien Lee.
        10.2               Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and Sylvia Lee.
        10.3               Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and Michael Zhang.
        10.4               Form of Investment Management Trust Agreement between Continental Stock Transfer &
                           Trust Company and the Registrant.
        10.5               Form of Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust
                           Company and the Initial Shareholders.
        10.6               Form of Letter Agreement between the Registrant and CS Capital USA, LLC regarding
                           administrative support.
        10.7               Form of Promissory Note, dated as of October 16, 2007, issued to Chien Lee and Sylvia Lee.
        10.8               Form of Registration Rights Agreement among the Registrant and the Initial Shareholders.
        10.9               Form of Subscription Agreement among the Registrant, EarlyBirdCapital, Inc., Graubard
                           Miller and CS Capital USA, LLC.
        23.1               Consent of UHY LLP.
        23.2               Consent of Maples and Calder (included in Exhibit 5.1).
        23.3               Consent of Graubard Miller (included in Exhibit 5.2).
        24                 Power of Attorney (included on signature page of this Registration Statement).**




*   To be filed by amendment.
** Previously filed.

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Item 17. Undertakings.
   (a) The undersigned registrant hereby undertakes:
        (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
    statement:
           i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
           ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the
       most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in
       the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of
       securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
       filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
       than 20 percent change in the maximum aggregate offering price set forth in the ―Calculation of Registration Fee‖ table in
       the effective registration statement;
           iii. To include any material information with respect to the plan of distribution not previously disclosed in the
       registration statement or any material change to such information in the registration statement.
       (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment
   shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
   that time shall be deemed to be the initial bona fide offering thereof.
      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which
   remain unsold at the termination of the offering.
       (4) That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of
   the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the
   securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
   communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such
   securities to such purchaser:
          (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed
       pursuant to Rule 424;
           (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or
       referred to by the undersigned registrant;
          (iii) The portion of any other free writing prospectus relating to the offering containing material information about the
       undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
           (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
    (b) The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each
purchaser.
    (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being

                                                                 II-3


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registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
   (d) The undersigned registrant hereby undertakes that:
       (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of
   prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by
   the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration
   statement as of the time it was declared effective.
       (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that
   contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and
   the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                                                                 II-4


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                                                           SIGNATURES
    Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on the 31st day of January, 2008.
                                              CS China Acquisition Corp.
                                            By:




                                                  /s/ Chien Lee
                                                   Chien Lee
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)
    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.




        Name                                                      Position                                     Date
        /s/ Chien                  Chairman and Chief Executive Officer,                                 January 31, 2008
        Lee                        (Principal executive officer)
Chien Lee
/s/ Sylvia    President, Chief Financial Officer, Secretary and Director   January 31, 2008
Lee           (Principal financial and accounting officer)




Sylvia Lee
/s/ Michael   Executive Vice President and Director                        January 31, 2008
Zhang
Michael Zhang

                II-5
UNDERWRITING AGREEMENT

           between

CS CHINA ACQUISITION CORP.

             and

 EARLYBIRDCAPITAL, INC.

   Dated: [__________] 2008
                                                       CS CHINA ACQUISITION CORP.

                                                       UNDERWRITING AGREEMENT

                                                                                                                            New York, New York
                                                                                                                            [___________], 2008

EarlyBirdCapital, Inc.
275 Madison Avenue
27th Floor
New York, New York 10016


Dear Sirs:

The undersigned, CS China Acquisition Corp., a Cayman Islands limited life exempted company (―Company‖), hereby confirms its agreement
with EarlyBirdCapital, Inc. (being referred to herein variously as ―you‖ or the ―Representative‖) and with the other underwriters named on
Schedule I hereto for which EarlyBirdCapital, Inc. is acting as Representative (the Representative and the other Underwriters being collectively
called the ―Underwriters‖ or, individually, an ―Underwriter‖) as follows:

1.   Purchase and Sale of Securities.

         1.1   Firm Securities.

                    1.1.1 Purchase of Firm Units . On the basis of the representations and warranties herein contained, but subject to the terms
and conditions herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of
4,000,000 units (―Firm Units‖) of the Company at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit (including
discounts and commissions of $0.20 (referred to hereinafter as the ―Deferred Commissions‖) that will be paid to the Underwriters only upon
consummation of a Business Combination (as defined below) by the Company). The Underwriters, severally and not jointly, agree that they
will not seek payment of the Deferred Commissions unless and until a Business Combination has been consummated by the Company, and the
Company agrees that it shall pay such discounts and commissions only upon consummation of such Business Combination. The Underwriters,
severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I
attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $7.44 per Firm Unit (including the Deferred
Commissions). The Firm Units are to be offered initially to the public (―Offering‖) at the offering price of $8.00 per Firm Unit. Each Firm Unit
consists of one of the Company’s ordinary shares, par value $.0001 per share (―Ordinary Shares‖), and one warrant (―Warrant(s)‖). The
Ordinary Shares and the Warrants included in the Firm Units will not be separately transferable until 90 days after the effective date (―Effective
Date‖) of the Registration Statement (as defined in Section 2.1.1 hereof) unless the Representative informs the Company of its decision to
allow earlier separate trading, but in no event will the Representative allow separate trading until the preparation of an audited balance sheet of
the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of a Current Report on Form 8-K with the
Securities and Exchange Commission (the ―Commission‖) by the Company which includes such balance sheet. Each Warrant entitles its holder
to exercise it to purchase one share of Ordinary Shares for $5.50 during the period commencing six months after the consummation by the
Company of its ―Business Combination‖ and terminating on the five-year anniversary of the Effective Date. ―Business Combination‖ shall
mean any merger, capital stock exchange, asset acquisition or other similar business combination consummated by the Company with an
operating business (as described more fully in the Registration Statement).

                   1.1.2 Payment and Delivery . Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on
the third business day following commencement of trading of the Firm Units or at such earlier time as shall be agreed upon by the
Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and
the Company. The hour and date of delivery and payment for the Firm Units are called ―Closing Date.‖ Payment for the Firm Units shall be
made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s
check(s) in New York Clearing House funds, payable as follows: $29,860,000 of the proceeds received by the Company for the Firm Units
shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration
Statement (―Trust Fund‖) pursuant to the terms of an Investment Management Trust Agreement (―Trust Agreement‖) and the remaining
proceeds shall be paid (subject to Section 3.13 hereof) to the order of the Company upon delivery to you of certificates (in form and substance
satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (―DTC‖)) for the
account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the
Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to
examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated
to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units.
         1.2   Over-Allotment Option .

                   1.2.1 Option Units . For the purposes of covering any over-allotments in connection with the distribution and sale of the
Firm Units, the Underwriters are hereby granted, severally and not jointly, an option to purchase up to an additional 600,000 units from the
Company (―Over-allotment Option‖). Such additional 600,000 units are hereinafter referred to as ―Option Units.‖ The Firm Units and the
Option Units are hereinafter collectively referred to as the ―Units,‖ and the Units, the Ordinary Shares and the Warrants included in the Units
and the Ordinary Shares issuable upon exercise of the Warrants are hereinafter referred to collectively as the ―Public Securities.‖ The purchase
price to be paid for the Option Units will be the same price per Option Unit as the price per Firm Unit set forth in Section 1.1.1 hereof.

                   1.2.2 Exercise of Option . The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the
Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the Effective Date. The
Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The
Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be
confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Units to be purchased and the date and
time for delivery of and payment for the Option Units (the ―Option Closing Date‖), which will not be later than five full business days after the
date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at
such other place as shall be agreed upon by the Company and the Representative. Upon exercise of the Over-allotment Option, the Company
will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become
obligated to purchase, the number of Option Units specified in such notice.

                   1.2.3 Payment and Delivery . Payment for the Option Units shall be made on the Option Closing Date at the
Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House
funds, payable as follows: approximately $7.64 per Option Unit shall be deposited in the Trust Fund (including the Deferred Commissions that
will be paid to the Underwriters only upon consummation of a Business Combination by the Company) pursuant to the Trust Agreement upon
delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units (or through the facilities of
DTC) for the account of the Underwriters. The certificates representing the Option Units to be delivered will be in such denominations and
registered in such names as the Representative requests not less than two full business days prior to the Closing Date or the Option Closing
Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the
Company’s transfer agent or correspondent not less than one full business day prior to such Closing Date.

         1.3   Representative’s Purchase Option .

                   1.3.1 Purchase Option . The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the
Effective Date an option (―Representative’s Purchase Option‖) for the purchase of an aggregate of 400,000 units (―Representative’s Units‖) for
an aggregate purchase price of $100. Each of the Representative’s Units is identical to the Firm Units. The Representative’s Purchase Option
shall be exercisable, in whole or in part, commencing six months after the consummation of a Business Combination and expiring on the
five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $8.80 (110% of the initial public offering
price of a Unit). The Representative’s Purchase Option, the Representative’s Units, the Warrants included in the Representative’s Units
(―Representative’s Warrants‖) and Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to
collectively as the ―Representative’s Securities.‖ The Public Securities and the Representative’s Securities are hereinafter referred to
collectively as the ―Securities.‖ The Representative understands and agrees that there are significant restrictions against transferring the
Representative’s Purchase Option during the first year after the Effective Date, as set forth in Section 3 of the Representative’s Purchase
Option.
                1.3.2 Payment and Delivery . Delivery and payment for the Representative’s Purchase Option shall be made on the Closing
Date. The Company shall deliver to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the
name or names and in such authorized denominations as the Representative may request.

2.   Representations and Warranties of the Company . The Company represents and warrants to the Underwriters as follows:

         2.1   Filing of Registration Statement .

                   2.1.1 Pursuant to the Act . The Company has filed with the Commission a registration statement and an amendment or
amendments thereto, on Form S-1 (File No. 333-147294), including any related preliminary prospectus (―Preliminary Prospectus‖), for the
registration of the Public Securities under the Securities Act of 1933, as amended (―Act‖), which registration statement and amendment or
amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (―Regulations‖)
of the Commission under the Act. Except as the context may otherwise require, such registration statement, as amended, on file with the
Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all
other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to
paragraph (b) of Rule 430A of the Regulations), is hereinafter called the ―Registration Statement,‖ and the form of the final prospectus dated
the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to
Rule 424 of the Regulations), is hereinafter called the ―Prospectus.‖ The Registration Statement has been declared effective by the Commission
on the date hereof.

                   2.1.2 Pursuant to the Exchange Act . The Company has filed with the Commission a Form 8-A (File Number 000-_____)
providing for the registration under the Securities Exchange Act of 1934, as amended (―Exchange Act‖), of the Units, the Ordinary Shares and
the Warrants. The registration of the Units, Ordinary Shares and Warrants under the Exchange Act has been declared effective by the
Commission on the date hereof.
         2.2 No Stop Orders, Etc . Neither the Commission nor, to the best of the Company’s knowledge, any state regulatory authority has
issued any order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus or has instituted or, to the best
of the Company’s knowledge, threatened to institute any proceedings with respect to such an order.

         2.3   Disclosures in Registration Statement .

                   2.3.1 10b-5 Representation . At the time the Registration Statement became effective and at all times subsequent thereto up
to the Closing Date and the Option Closing Date, if any, each of the Registration Statement and the Prospectus does and will contain all
material statements that are required to be stated therein in accordance with the Act and the Regulations, and will in all material respects
conform to the requirements of the Act and the Regulations; neither the Registration Statement nor the Prospectus, nor any amendment or
supplement thereto, on such dates, does or will contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. When
any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the
Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto
was first filed with the Commission, such Preliminary Prospectus and any amendments thereof and supplements thereto complied in all
material respects with the applicable provisions of the Act and the Regulations and did not contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or
statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by
the Representative expressly for use in the Registration Statement or Prospectus or any amendment thereof or supplement thereto.

                   2.3.2 Disclosure of Agreements . The agreements and documents described in the Registration Statement and the
Prospectus conform to the descriptions thereof contained therein and there are no agreements or other documents required to be described in
the Registration Statement or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so
described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which its
property or business is or may be bound or affected and (i) that is referred to in the Prospectus, or (ii) is material to the Company’s business,
has been duly and validly executed by the Company, is in full force and effect and is enforceable against the Company and, to the Company’s
knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may
be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be
brought, and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the
Company’s knowledge, any other party is in breach or default thereunder and, to the best of the Company’s knowledge, no event has occurred
that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the best of the Company’s
knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any
existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having
jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and
regulations.
                    2.3.3 Prior Securities Transactions . No securities of the Company have been sold by the Company or by or on behalf of, or
for the benefit of, any person or persons controlling, controlled by, or under common control with the Company since the Company’s
formation, except as disclosed in the Registration Statement.

                  2.3.4 Regulations . The disclosures in the Registration Statement concerning the effects of foreign, Federal, State and local
regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit to state a material fact.

         2.4   Changes After Dates in Registration Statement .

                  2.4.1 No Material Adverse Change . Since the respective dates as of which information is given in the Registration
Statement and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition,
financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other
than as contemplated pursuant to this Agreement, and (iii) no member of the Company’s management has resigned from any position with the
Company.

                   2.4.2 Recent Securities Transactions, Etc . Subsequent to the respective dates as of which information is given in the
Registration Statement and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not
(i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend
or made any other distribution on or in respect to its equity securities.

        2.5 Independent Accountants . UHY, LLP (―UHY‖), whose report is filed with the Commission as part of the Registration
Statement, are independent accountants as required by the Act and the Regulations. UHY has not, during the periods covered by the financial
statements included in the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange
Act.
          2.6 Financial Statements . The financial statements, including the notes thereto and supporting schedules included in the
Registration Statement and Prospectus fairly present the financial position, the results of operations and the cash flows of the Company at the
dates and for the periods to which they apply; and such financial statements have been prepared in conformity with generally accepted
accounting principles, consistently applied throughout the periods involved; and the supporting schedules included in the Registration
Statement present fairly the information required to be stated therein. The summary financial data included in the Registration Statement and
the Prospectus present fairly the information shown thereon and have been compiled on a basis consistent with the audited financial statements
presented therein. No other financial statements or schedules are required to be included in the Registration Statement or the Prospectus. The
Registration Statement discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and
other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the
Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or
significant components of revenues or expenses.

          2.7 Authorized Capital; Options; Etc . The Company had at the date or dates indicated in the Prospectus duly authorized, issued and
outstanding capitalization as set forth in the Registration Statement and the Prospectus. Based on the assumptions stated in the Registration
Statement and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth
in, or contemplated by, the Registration Statement and the Prospectus, on the Effective Date and on the Closing Date, there will be no options,
warrants, or other rights to purchase or otherwise acquire any authorized but unissued Ordinary Shares of the Company or any security
convertible into Ordinary Shares of the Company, or any contracts or commitments to issue or sell Ordinary Shares or any such options,
warrants, rights or convertible securities.

         2.8   Valid Issuance of Securities; Etc .

                   2.8.1 Outstanding Securities . All issued and outstanding securities of the Company have been duly authorized and validly
issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to
personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders
of any security of the Company or similar contractual rights granted by the Company. The authorized Ordinary Shares conform to all
statements relating thereto contained in the Registration Statement and the Prospectus. The offers and sales of the outstanding Ordinary Shares
were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the
representations and warranties of the purchasers of such Ordinary Shares, exempt from such registration requirements.
                   2.8.2 Securities Sold Pursuant to this Agreement . The Securities have been duly authorized and, when issued and paid for,
will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being
such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar
contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the
Securities has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the
Registration Statement. When issued, the Representative’s Purchase Option, the Representative’s Warrants and the Warrants will constitute
valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor,
the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase
Option, the Representative’s Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except
(i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as
enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the
remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought.

                   2.8.3 Insider Warrants . CS Capital USA, LLC (hereinafter referred to as the ―Insider Purchaser‖), an affiliate of Chien Lee,
the Company’s Chairman of the Board and Chief Executive Officer, and Sylvia Lee, the Company’s President, Chief Financial Officer,
Secretary and a member of the Board of Directors, has committed to purchase an aggregate of 1,500,000 Warrants (the ―Insider Warrants‖ and
together with the Ordinary Shares underlying the Insider Warrants, collectively referred to as the ―Insider Securities‖) at a purchase price of
$1.00 per Insider Warrant (for an aggregate purchase price of $1,500,000) from the Company upon consummation of the Offering. The Insider
Securities have been duly authorized and, when issued and paid for in accordance with the subscription agreement (―Subscription Agreement‖)
and the Insider Warrants, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal
liability by reason of being such holders; the Insider Securities are not and will not be subject to the preemptive rights of any holders of any
security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the
authorization, issuance and sale of the Insider Securities has been duly and validly taken.

          2.9 Registration Rights of Third Parties . Except as set forth in the Prospectus, no holders of any securities of the Company or any
rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such
securities of the Company under the Act or to include any such securities in a registration statement to be filed by the Company.
          2.10 Validity and Binding Effect of Agreements . This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the
Trust Agreement, the Subscription Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined
in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly and validly authorized by
the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when
executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with
their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state
securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the
equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

         2.11 No Conflicts, Etc . The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the
Representative’s Purchase Option, the Trust Agreement, the Subscription Agreement, the Services Agreement and the Escrow Agreement, the
consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof
and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of
the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or
encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a
party except pursuant to the Trust Agreement referred to in Section 2.23 hereof; (ii) result in any violation of the provisions of the
Memorandum and Articles of Association of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or
decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

         2.12 No Defaults; Violations . No material default exists in the due performance and observance of any term, covenant or condition
of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument
evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the
Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any term or
provision of its Memorandum and Articles of Association or in violation of any material franchise, license, permit, applicable law, rule,
regulation, judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its
properties, businesses or assets.
         2.13   Corporate Power; Licenses; Consents .

                    2.13.1 Conduct of Business . The Company has all requisite corporate power and authority, and has all necessary
authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as
of the date hereof to conduct its business purpose as described in the Prospectus. The disclosures in the Registration Statement concerning the
effects of federal, state and local regulation on this offering and the Company’s business purpose as currently contemplated are correct in all
material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.

                   2.13.2 Transactions Contemplated Herein . The Company has all corporate power and authority to enter into this
Agreement, the Warrant Agreement, the Representative’s Purchase Option, the Trust Agreement, the Registration Rights Agreement and the
Escrow Agreement and to carry out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals, licenses,
certifications, permits and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing
with, any court, government agency or other body is required for the valid issuance, sale and delivery, of the Securities and the consummation
of the transactions and agreements contemplated by this Agreement, the Warrant Agreement, the Representative’s Purchase Option, the Trust
Agreement and the Escrow Agreement and as contemplated by the Prospectus, except with respect to applicable federal and state securities
laws.

         2.14 D&O Questionnaires . To the best of the Company’s knowledge, all information contained in the questionnaires
(―Questionnaires‖) completed by each of the Initial Stockholders and provided to the Underwriters as an exhibit to his, her or its Insider Letter
(as defined in Section 2.22.1) is true and correct and the Company has not become aware of any information which would cause the
information disclosed in the questionnaires completed by each Initial Stockholder to become inaccurate and incorrect.

       2.15 Litigation; Governmental Proceedings . There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or
governmental proceeding pending or, to the best of the Company’s knowledge, threatened against, or involving the Company or, to the best of
the Company’s knowledge, any Initial Stockholder, which has not been disclosed in the Registration Statement or the Questionnaires.

          2.16 Good Standing . The Company has been duly organized and is validly existing as a company and is in good standing under the
laws of its jurisdiction of organization, and is duly qualified to do business and is in good standing as a foreign company in each jurisdiction in
which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not
have a material adverse effect on the assets, business or operations of the Company.
        2.17 Stop Orders . The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or
Prospectus or any part thereof and has not threatened to issue any such order.

         2.18   Transactions Affecting Disclosure to FINRA .

                   2.18.1 Finder’s Fees . Except as described in the Prospectus, there are no claims, payments, arrangements, agreements or
understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Initial Stockholder with respect to the
sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the best of the Company’s
knowledge, any Initial Stockholder that may affect the Underwriters’ compensation, as determined by the Financial Industry Regulatory
Authority (―FINRA‖).

                  2.18.2 Payments Within Twelve Months . Other than payments to the Underwriters, the Company has not within the twelve
months prior to the Effective Date made any direct or indirect payments (in cash, securities or otherwise) (i) to any person, as a finder’s fee,
consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised
or provided capital to the Company, (ii) to any FINRA member or (iii) to any person or entity that has any direct or indirect affiliation or
association with any FINRA member.

                  2.18.3 Use of Proceeds . None of the net proceeds of the Offering will be paid by the Company to any participating FINRA
member or its affiliates, except as specifically authorized herein and except as may be paid in connection with a Business Combination as
contemplated by the Prospectus.

                  2.18.4 Insiders’ FINRA Affiliation . Based on the Questionnaires, except as set forth on Schedule 2.18.4, no officer,
director or any beneficial owner of the Company’s unregistered securities has any direct or indirect affiliation or association with any FINRA
member. The Company will advise each Representative and its counsel if it learns that any officer, director or owner of at least 5% of the
Company’s outstanding Ordinary Shares is or becomes an affiliate or associated person of an FINRA member participating in the offering.

         2.19 Foreign Corrupt Practices Act . Neither the Company nor any of the Initial Stockholders or any other person acting on behalf of
the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to
customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of
any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or
foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder
the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any
damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a material adverse
effect on the assets, business or operations of the Company as reflected in any of the financial statements contained in the Prospectus or (iii) if
not continued in the future, might adversely affect the assets, business, operations or prospects of the Company. The Company’s internal
accounting controls and procedures are sufficient to cause the Company to comply with the Foreign Corrupt Practices Act of 1977, as
amended.
         2.20 Officers’ Certificate . Any certificate signed by any duly authorized officer of the Company and delivered to you or to your
counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

         2.21 Warrant Agreement . The Company has entered into a warrant agreement with respect to the Warrants, the Insider Warrants
and the Representative’s Warrants with Continental Stock Transfer & Trust Company substantially in the form annexed as Exhibit 4.5 to the
Registration Statement (―Warrant Agreement‖).

         2.22   Agreements With Initial Stockholders .

                    2.22.1 Insider Letters . The Company has caused to be duly executed legally binding and enforceable agreements (except
(i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as
enforceability of any indemnification, contribution or noncompete provision may be limited under the federal and state securities laws, and (iii)
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought) annexed as Exhibits 10.1 through 10.3 to the Registration
Statement (―Insider Letters‖), pursuant to which each of the Initial Stockholders of the Company agrees to certain matters, including but not
limited to, certain matters described as being agreed to by them under the ―Proposed Business‖ section of the Prospectus.

                    2.22.2 Escrow Agreement . The Company and the Initial Stockholders have entered into an escrow agreement (―Escrow
Agreement‖) with Continental Stock Transfer & Trust Company (―Initial Share Escrow Agent‖) substantially in the form annexed as Exhibit
10.5 to the Registration Statement, whereby the Ordinary Shares owned by the Initial Stockholders will be held in escrow by the Escrow Agent,
until the first anniversary of the consummation of a Business Combination. During such escrow period, the Initial Stockholders shall be
prohibited from selling or otherwise transferring such shares (except as set forth in the Initial Share Escrow Agreement) but will retain the right
to vote such shares. To the Company’s knowledge, the Initial Share Escrow Agreement is enforceable against each of the Initial Stockholders
and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and
provisions of, or constitute a default under, any agreement or instrument to which any of the Initial Stockholders is a party. The Initial Share
Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of the Representative.
                 2.22.3 Subscription Agreement . The Company has entered into a Subscription Agreement substantially in the form
annexed as Exhibit 10.9 to the Registration Statement with the Insider Purchaser to purchase the Insider Securities. Pursuant to the Subscription
Agreement, the Insider Purchaser has placed the purchase price for the Insider Securities in escrow prior to the date hereof. Simultaneously
with the consummation of the Offering, such purchase price shall be deposited into the Trust Fund pursuant to the Trust Agreement.

                  2.22.4 Registration Rights Agreement . The Company and the Initial Stockholders have entered into a registration rights
agreement (―Registration Rights Agreement‖) substantially in the form annexed as Exhibit 10.8 to the Registration Statement, whereby the
Initial Stockholders will be entitled to certain registration rights as set forth in such Registration Rights Agreement and described more fully in
the Registration Statement.

        2.23 Investment Management Trust Agreement . The Company has entered into the Trust Agreement with respect to certain
proceeds of the Offering substantially in the form annexed as Exhibit 10.4 to the Registration Statement. The Trust Agreement will provide that
there may be released to the Company (i) up to $1,050,000 of interest earned on the funds held pursuant to the Trust Agreement to fund
expenses related to investigating and selecting a target business and the Company’s other working capital requirements and (ii) any amounts
the Company may need to pay its income or other tax obligations.

          2.24 Covenants Not to Compete . No Initial Stockholder, employee, officer or director of the Company is subject to any
noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an
Initial Stockholder, employee, officer and/or director of the Company.

         2.25 Investment Company Act; Investments . The Company has been advised concerning the Investment Company Act of 1940, as
amended (the ―Investment Company Act‖), and the rules and regulations thereunder and has in the past conducted, and intends in the future to
conduct, its affairs in such a manner as to ensure that it will not become an ―investment company‖ or a company ―controlled‖ by an
―investment company‖ within the meaning of the Investment Company Act and such rules and regulations. The Company is not, nor will the
Company become upon the sale of the Units and the application of the proceeds therefore as described in the Prospectus under the caption ―Use
of Proceeds,‖ an ―investment company‖ or a person controlled by an ―investment company‖ within the meaning of the Investment Company
Act. No more than 45% of the ―value‖ (as defined in Section 2(a)(41) of the Investment Company Act) of the Company’s total assets
(exclusive of cash items and ―Government Securities‖ (as defined in Section 2(a)(16) of the Investment Company Act) consist of, and no more
than 45% of the Company’s net income after taxes is derived from, securities other than the Government Securities.
          2.26 Subsidiaries . The Company does not own an interest in any corporation, partnership, limited liability company, joint venture,
trust or other business entity.

         2.27 Related Party Transactions . There are no business relationships or related party transactions involving the Company or any
other person required to be described in the Prospectus that have not been described as required. There are no outstanding loans, advances
(except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the
benefit of any of the officers or directors or Initial Stockholders of the Company or any of the members of the families of any of them, except
as disclosed in the Registration Statement and the Prospectus.

         2.28 No Distribution of Offering Material . The Company has not distributed and will not distribute prior to the Closing Date any
offering material in connection with the offering and sale of the Units other than any Preliminary Prospectuses, the Prospectus, the Registration
Statement and other materials, if any, permitted by the Act.

          2.29 Title to Assets . Except as set forth in the Registration Statement and Prospectus, the Company has good and marketable title to
all properties and assets described in the Registration Statement and Prospectus as owned by it, free and clear of any pledge, lien, security
interest, encumbrances, claim or equitable interest, other than such as would not have a material adverse effect on the financial condition,
earnings, operations, business or business prospects of the Company.

         2.30 Taxes . The Company has timely filed all necessary federal, state and foreign income and franchise tax returns and has paid all
taxes shown thereon as due, and there is no tax deficiency that has been or, to the best of the Company’s knowledge, might be asserted against
the Company that might have a material adverse effect on the financial condition, earnings, operations, business or business prospects of the
Company, and all material tax liabilities are adequately provided for on the books of the Company.

          2.31 Loans . Chien Lee and Sylvia Lee have made loans to the Company in the aggregate amount of $125,000 (the ― Insider Loans ‖
substantially in the form annexed as Exhibit 10.7 to the Registration Statement). The Insider Loans do not bear any interest and are repayable
by the Company on the earlier to occur of (i) October 15, 2008 or (ii) the date on which the Company consummates an initial public offering of
its securities.

3.   Covenants of the Company . The Company covenants and agrees as follows:

        3.1 Amendments to Registration Statement . The Company will deliver to the Representative, prior to filing, any amendment or
supplement to the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or
supplement to which the Representative shall reasonably object in writing.
         3.2   Federal Securities Laws .

                   3.2.1 Compliance . During the time when a Prospectus is required to be delivered under the Act, the Company will use its
best efforts to comply with all requirements imposed upon it by the Act, the Regulations and the Exchange Act and by the regulations under the
Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in
accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities is required to be
delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the
Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will notify the Representative
promptly and prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment or supplement in accordance with
Section 10 of the Act.

                 3.2.2 Filing of Final Prospectus . The Company will file the Prospectus (in form and substance satisfactory to the
Representative) with the Commission pursuant to the requirements of Rule 424 of the Regulations.

                   3.2.3 Exchange Act Registration . The Company will use its best efforts to maintain the registration of the Units, Ordinary
Shares and Warrants under the provisions of the Exchange Act (except in connection with a going private transaction) for a period of five years
from the Effective Date, or until the Company is required to be liquidated, if earlier or, in the case of the Warrants, until the Warrants expire
and are no longer exercisable. The Company will not deregister the Units, the Ordinary Shares or the Warrants under the Exchange Act without
the prior written consent of the Representative.

                   3.2.4 Ineligible Issuer . At the time of filing the Registration Statement and at the date hereof, the Company was and is an
―ineligible issuer,‖ as defined in Rule 405 under the Securities Act. The Company has not made and will not make any offer relating to the
Public Securities that would constitute an ―issuer free writing prospectus,‖ as defined in Rule 433, or that would otherwise constitute a ―free
writing prospectus,‖ as defined in Rule 405.

          3.3 Blue Sky Filings . The Company will use its best efforts, in cooperation with the Representative, at or prior to the time the
Registration Statement becomes effective, to qualify the Public Securities for offering and sale under the securities laws of such jurisdictions as
the Representative may reasonably designate, provided that no such qualification shall be required in any jurisdiction where, as a result thereof,
the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. In each
jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time
necessary or advisable, use its best efforts to file and make such statements or reports at such times as are or may be required by the laws of
such jurisdiction.
          3.4 Delivery to Underwriters of Prospectuses . The Company will deliver to each of the several Underwriters, without charge, from
time to time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of
each Preliminary Prospectus and the Prospectus as such Underwriters may reasonably request and, as soon as the Registration Statement or any
amendment or supplement thereto becomes effective, deliver to you two original executed Registration Statements, including exhibits, and all
post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and all original executed
consents of certified experts.

          3.5 Effectiveness and Events Requiring Notice to the Representative . The Company will use its best efforts to cause the
Registration Statement to remain effective and will notify the Representative immediately and confirm the notice in writing (i) of the
effectiveness of the Registration Statement and any amendment thereto, (ii) of the issuance by the Commission of any stop order or of the
initiation, or the threatening, of any proceeding for that purpose, (iii) of the issuance by any state securities commission of any proceedings for
the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any
proceeding for that purpose, (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration
Statement or Prospectus, (v) of the receipt of any comments or request for any additional information from the Commission, and (vi) of the
happening of any event during the period described in Section 3.4 hereof that, in the judgment of the Company, makes any statement of a
material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration
Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will use
commercially reasonable effort to obtain promptly the lifting of such order.

         3.6 Review of Financial Statements . Until the earlier of five years from the Effective Date, or until such earlier time upon which the
Company is required to be liquidated, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to
review (but not audit) the Company’s financial statements for each of the first three fiscal quarters prior to the announcement of quarterly
financial information, the filing of the Company’s Form 10-Q quarterly report and the mailing of quarterly financial information to
stockholders.
         3.7    Affiliated Transactions .

                   3.7.1 Business Combinations . The Company will not consummate a Business Combination with any entity which is
affiliated with any Initial Stockholder unless the Company obtains an opinion from an independent investment banking firm that the Business
Combination is fair to the Company’s stockholders from a financial perspective.

     3.7.2 Administrative Services . The Company has entered into an agreement (― Services Agreement ‖) with CS Capital USA, LLC (― CS
Capital ‖) substantially in the form annexed as Exhibit 10.6 to the Registration Statement pursuant to which CS Capital will make available to
the Company general and administrative services including office space, utilities and secretarial support for a monthly fee of $7,500 per month.

                    3.7.3 Compensation . Except as set forth above in this Section 3.7, the Company shall not pay any Initial Stockholder or
any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the
consummation of a Business Combination; provided that the Initial Stockholders shall be entitled to reimbursement from the Company for their
reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

         3.8 Secondary Market Trading and Standard & Poor’s . The Company will apply to be included in Standard & Poor’s Daily News
and Corporation Records Corporate Descriptions for a period of five years from the consummation of a Business Combination. Promptly after
the consummation of the Offering, the Company shall take such steps as may be necessary to obtain a secondary market trading exemption for
the Company’s securities in the State of California. The Company shall also take such other action as may be reasonably requested by the
Representative to obtain a secondary market trading exemption in such other states as may be requested by the Representative.

         3.9    Intentionally Omitted .

         3.10 Financial Public Relations Firm . Promptly after the execution of a definitive agreement for a Business Combination, the
Company shall retain a financial public relations firm reasonably acceptable to the Representative for a term to be agreed upon by the Company
and the Representative.

         3.11    Reports to the Representative .

                    3.11.1 Periodic Reports, Etc. For a period of five years from the Effective Date or until such earlier time upon which the
Company is required to be liquidated, the Company will furnish to the Representative (Attn: Chief Executive Officer) and its counsel copies of
such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of
its securities, and promptly furnish to the Representative (i) a copy of each periodic report the Company shall be required to file with the
Commission, (ii) a copy of every press release and every news item and article with respect to the Company or its affairs which was released by
the Company, (iii) a copy of each Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company, (iv) five copies of
each registration statement filed by the Company with the Commission under the Securities Act, (v) a copy of monthly statements, if any,
setting forth such information regarding the Company’s results of operations and financial position (including balance sheet, profit and loss
statements and data regarding outstanding purchase orders) as is regularly prepared by management of the Company and (vi) such additional
documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative may
from time to time reasonably request.
                   3.11.2 Secondary Market Trading Survey . Until such time as the Public Securities are listed or quoted, as the case may be,
on the New York Stock Exchange, the American Stock Exchange or quoted on Nasdaq, or until such earlier time upon which the Company is
required to be liquidated, the Company shall engage Graubard Miller (―GM‖), for a one-time fee of $5,000 payable on the Closing Date , to
deliver and update to the Representative on a timely basis, but in any event on the Effective Date and at the beginning of each fiscal quarter, a
written report detailing those states in which the Public Securities may be traded in non-issuer transactions under the Blue Sky laws of the fifty
States (―Secondary Market Trading Survey‖).

         3.12 Disqualification of Form S-3 . Until the earlier of seven years from the date hereof or until the Warrants have expired and are
no longer exercisable, the Company will not take any action or actions which may prevent or disqualify the Company’s use of Form S-3 (or
other appropriate form) for the registration of the Warrants and the Representative’s Warrants under the Act.

         3.13   Payment of Expenses .

                     3.13.1 General Expenses Related to the Offering . The Company hereby agrees to pay on each of the Closing Date and the
Option Closing Date, if any, to the extent not paid at Closing Date, all expenses incident to the performance of the obligations of the Company
under this Agreement, including but not limited to (i) the preparation, printing, filing and mailing (including the payment of postage with
respect to such mailing) of the Registration Statement, the Preliminary and Final Prospectuses and the printing and mailing of this Agreement
and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the
Underwriters in quantities as may be required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the Units, the Ordinary
Shares and the Warrants included in the Units and the Representative’s Purchase Option, including any transfer or other taxes payable thereon,
(iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the
―Preliminary Blue Sky Memorandum,‖ and all amendments and supplements thereto, fees and disbursements of GM (such fees shall be
$35,000 in the aggregate (of which $15,000 has previously been paid)), and a one-time fee of $5,000 payable to GM for the preparation of the
Secondary Market Trading Survey, (iv) filing fees, costs and expenses incurred in registering the Offering with the FINRA, (v) fees and
disbursements of the transfer and warrant agent, (vi) the Company’s expenses associated with ―due diligence‖ meetings arranged by the
Representative, (vii) the preparation, binding and delivery of transaction ―bibles,‖ in form and style reasonably satisfactory to the
Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the
Representative and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder
which are not otherwise specifically provided for in this Section 3.13.1. The Company also agrees that, if requested by the Representative, it
will engage and pay for an investigative search firm of the Representative’s choice to conduct an investigation of the principals of the Company
as shall be mutually selected by the Representative and the Company. The Representative may deduct from the net proceeds of the Offering
payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the
Company to the Representative and others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then
the Company shall reimburse the Underwriters in full for their out of pocket expenses, including, without limitation, its legal fees and
disbursements and ―road show‖ and due diligence expenses. The Representative shall retain such part of the nonaccountable expense allowance
previously paid as shall equal their actual out-of-pocket expenses and refund the balance. If the amount previously paid is insufficient to cover
such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses.
                   3.13.2 Deferred Compensation . Upon the consummation of a Business Combination, the Company shall pay the
Underwriters the Deferred Commissions. This payment shall be made by wire transfer to an account designated by the Representative on the
closing date of the Business Combination.

         3.14 Application of Net Proceeds . The Company will apply the net proceeds from the Offering received by it in a manner consistent
with the application described under the caption ―Use Of Proceeds‖ in the Prospectus.

         3.15 Delivery of Earnings Statements to Security Holders . The Company will make generally available to its security holders as
soon as practicable, but not later than the first day of the fifteenth full calendar month following the Effective Date, an earnings statement
(which need not be certified by independent public or independent certified public accountants unless required by the Act or the Regulations,
but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve consecutive months
beginning after the Effective Date.

          3.16 Notice to FINRA . For a period of ninety days following the Effective Date, in the event any person or entity (regardless of any
FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and
acquisition services, the Company will provide the following to FINRA and the Representative prior to the consummation of the Business
Combination: (i) complete details of all services and copies of agreements governing such services (which details or agreements may be
appropriately redacted to account for privilege or confidentiality concerns); and (ii) justification as to why the person or entity providing the
merger and acquisition services should not be considered an ―underwriter and related person‖ with respect to the Company’s initial public
offering, as such term is defined in Rule 2710 of FINRA’s Conduct Rules. The Company also agrees that proper disclosure of such
arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder
approval for the Business Combination.
           3.17 Stabilization . Neither the Company, nor, to its knowledge, any of its employees, directors or stockholders (without the consent
of the Representative) has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be
expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Units.

         3.18 Internal Controls . The Company will maintain a system of internal accounting controls sufficient to provide reasonable
assurances that: (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded
as necessary in order to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain
accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the
recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any
differences.

         3.19 Accountants . Until the earlier of five years from the Effective Date or until such earlier time upon which the Company is
required to be liquidated, the Company shall retain UHY or another independent registered public accountant.

         3.20 Form 8-K . The Company shall, on the date hereof, retain its independent public accountants to audit the financial statements of
the Company as of the Closing Date (―Audited Financial Statements‖) reflecting the receipt by the Company of the proceeds of the initial
public offering. As soon as the Audited Financial Statements become available, the Company shall immediately file a Current Report on Form
8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements.

           3.21 FINRA . The Company shall advise FINRA if it is aware that any 5% or greater stockholder of the Company becomes an
affiliate or associated person of a FINRA member participating in the distribution of the Company’s Public Securities.

       3.22 Corporate Proceedings . All corporate proceedings and other legal matters necessary to carry out the provisions of this
Agreement and the transactions contemplated hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.
         3.23 Investment Company . The Company shall cause a portion of the proceeds of the Offering to be held in the Trust Fund to be
invested only as set forth in the Trust Agreement and as more fully described in the Prospectus. The Company will otherwise conduct its
business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates a
Business Combination, it will be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.

          3.24 Business Combination Announcement . Within five business days following the consummation by the Company of a Business
Combination, the Company shall cause an announcement (―Business Combination Announcement‖) to be placed, at its cost, in The Wall Street
Journal , The New York Times and a third publication to be selected by the Representative announcing the consummation of the Business
Combination and indicating that the Representative was the managing underwriters in the Offering. The Company shall supply the
Representative with a draft of the Business Combination Announcement and provide the Representative with a reasonable opportunity to
comment thereon. The Company will not place the Business Combination Announcement without the final approval of the Representative,
which such approval will not be unreasonably withheld.

         3.25   Insider Warrants .

                  3.25.1 Insider Warrant Purchase Price . Simultaneously with the consummation of the Offering, the purchase price for the
Insider Warrants shall be deposited in the Trust Fund.

                  3.25.2 Insider Warrant Exercises . The Company hereby acknowledges and agrees that, if the Warrants are called for
redemption, so long as the Insider Warrants are held by the Insider Purchaser or its affiliates, such Warrants shall be exercisable by the holder
by surrendering such Warrants for that number of 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 Warrant Price and the ―Fair Market Value‖ (defined below)
by (y) the Fair Market Value. The ―Fair Market Value‖ shall mean the average reported last sale price of the Ordinary Shares for the 10 trading
days ending on the third business day prior to the date on which the notice of redemption is sent to holders of Warrants.

         3.26 Colorado Trust Filing . In the event the Securities are registered in the State of Colorado, the Company will cause a Colorado
Form ES to be filed with the Commissioner of the State of Colorado no less than 10 days prior to the distribution of the Trust Fund in
connection with a Business Combination and will do all things necessary to comply with Section 11-51-302 and Rule 51-3.4 of the Colorado
Securities Act.
4. Conditions of Underwriters’ Obligations . The obligations of the several Underwriters to purchase and pay for the Units, as provided
herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of
the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the
provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

         4.1   Regulatory Matters .

                  4.1.1 Effectiveness of Registration Statement . The Registration Statement shall have become effective not later than 5:00
P.M., New York time, on the date of this Agreement or such later date and time as shall be consented to in writing by you, and, at each of the
Closing Date and the Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and
no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of
the Commission for additional information shall have been complied with to the reasonable satisfaction of Greenberg Traurig, LLP, counsel to
the Underwriters (―GT‖).

               4.1.2 FINRA Clearance . By the Effective Date, the Representative shall have received clearance from FINRA as to the
amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.

                  4.1.3 No Blue Sky Stop Orders . No order suspending the sale of the Units in any jurisdiction designated by you pursuant to
Section 3.3 hereof shall have been issued on either on the Closing Date or the Option Closing Date, and no proceedings for that purpose shall
have been instituted or shall be contemplated.

         4.2   Company Counsel Matters .

                  4.2.1 Effective Date Opinion of Counsel . On the Effective Date, the Representative shall have received the favorable
opinion of Graubard Miller (―GM‖), counsel to the Company, dated the Effective Date, addressed to the Representative and in form and
substance satisfactory to GT to the effect that:

                             (i) The Company has been duly organized and is validly existing as a company and is in good standing under the
laws of its jurisdiction of organization. The Company is duly qualified and licensed and in good standing as a foreign company in each
jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, except
where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company. To such counsel’s
knowledge, the Company is not in violation of any term or provision of its Memorandum and Articles of Association.
                            (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are
fully paid and non-assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such
securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the
Memorandum and Articles of Association of the Company. The offers and sales of the outstanding Ordinary Shares were at all relevant times
either registered under the Act or exempt from such registration requirements. The authorized and, to such counsel’s knowledge, outstanding
capital stock of the Company is as set forth in the Prospectus.

                            (iii) The Securities and Insider Securities have been duly authorized and, when issued and paid for, will be validly
issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders.
The Securities and Insider Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company
arising by operation of law or under the Memorandum and Articles of Association of the Company. When issued, the Representative’s
Purchase Option, the Representative’s Warrants, the Insider Warrants and the Warrants will constitute valid and binding obligations of the
Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby
and such Warrants, the Insider Warrants, the Representative’s Purchase Option, and the Representative’s Warrants, when issued, in each case,
are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution
provision may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may
be brought. The certificates representing the Securities are in due and proper form.

                             (iv) This Agreement, the Warrant Agreement, the Trust Agreement, the Registration Rights Agreement, the
Subscription Agreement, the Services Agreement and the Escrow Agreement have each been duly and validly authorized and, when executed
and delivered by the Company, constitute, and the Representative’s Purchase Option has been duly and validly authorized by the Company
and, when executed and delivered, will constitute, the valid and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the
federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be
subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

                             (v) The execution, delivery and performance of this Agreement, the Warrant Agreement, the Representative’s
Purchase Option, the Escrow Agreement, the Trust Agreement, the Registration Rights Agreement, the Services Agreement and the
Subscription Agreement and compliance by the Company with the terms and provisions thereof and the consummation of the transactions
contemplated thereby, and the issuance and sale of the Securities, do not and will not, with or without the giving of notice or the lapse of time,
or both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under,
or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the
Company pursuant to the terms of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument
filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Memorandum and Articles of Association of
the Company, or (c) to such counsel’s knowledge, violate any United States statute or any judgment, order or decree, rule or regulation
applicable to the Company of any court, United States federal, state or other regulatory authority or other governmental body having
jurisdiction over the Company, its properties or assets.
                            (vi) The Registration Statement, the Preliminary Prospectus and the Prospectus and any post-effective
amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of
their respective dates appeared on their face to comply as to form in all material respects with the requirements of the Act and Regulations. The
Securities and all other securities issued or issuable by the Company conform in all material respects to the description thereof contained in the
Registration Statement and the Prospectus. The descriptions in the Registration Statement and in the Prospectus, insofar as such statements
constitute a summary of statutes, legal matters, contracts, documents or proceedings referred to therein, fairly present in all material respects
the information required to be shown with respect to such statutes, legal matters, contracts, documents and proceedings, and such counsel does
not know of any statutes or legal or governmental proceedings required to be described in the Prospectus that are not described in the
Registration Statement or the Prospectus or included as exhibits to the Registration Statement that are not described or included as required.

                          (vii) The Registration Statement is effective under the Act. To such counsel’s knowledge, no stop order
suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are
pending or threatened under the Act or applicable state securities laws.

                          (viii) To such counsel’s knowledge, there is no action, suit or proceeding before or by any court of governmental
agency or body, domestic or foreign, now pending, or threatened against the Company that is required to be described in the Registration
Statement.

The opinion of counsel shall further include a statement to the effect that such counsel has participated in conferences with officers and other
representatives of the Company, the Underwriters and the independent public accountants of the Company, at which conferences the contents
of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing
upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration
Statement and the Prospectus contained therein (except as otherwise set forth in the foregoing opinion), solely on the basis of the foregoing
without independent check and verification, no facts have come to the attention of such counsel which lead them to believe that the
Registration Statement or any amendment thereto, at the time the Registration Statement or amendment became effective, contained an untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not
misleading or the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such
counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
to make the statement therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express
no opinion with respect to (i) any disclosures relating to the laws, rules, statutes or regulations of the Cayman Islands (it being understood that
the Underwriters are relying on the opinion of Maples and Calder with respect to Cayman Islands matters), (ii) any disclosures relating to the
laws, rules, statutes or regulations off the People’s Republic of China (―PRC‖) (it being understood that the Underwriters are relying on the
opinion of _______ with respect to PRC matters) or (iii) the financial information and statistical data and information included in the
Registration Statement or the Prospectus).

         4.2.2 Effective Date Opinion of Cayman Islands Counsel . On the Effective Date, the Underwriters shall have received the favorable
opinion of Maples and Calder, Cayman Islands counsel to the Company, dated the Effective Date, addressed to the Underwriters and in form
and substance satisfactory to the Representative to the effect that:
                  (i) No Cayman Islands law, rule, statute, government order or mandate or regulation required to be described in the
Prospectus is not described as required and insofar as the disclosures in the Registration Statement and Prospectus purport to summarize
matters of Cayman Islands law, rules, statutes and regulations, such disclosures constitute accurate summaries thereof in all material respects.

                   (ii) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the
independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement,
the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus, no facts have come to the
attention of such counsel which should lead them to believe that either the Registration Statement or the Prospectus or any amendment or
supplement thereto, as of the date of such opinion, solely with respect to matters of Cayman Islands law, rules, statutes and regulations
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading.
        4.2.3     Effective Date Opinion of PRC Counsel . On the Effective Date, the Underwriters shall have received the favorable opinion
of _________, PRC counsel to the Company, dated the Effective Date, addressed to the Underwriters and in form and substance satisfactory to
the Representative to the effect that:

                   (iii) No PRC law, rule, statute, government order or mandate or regulation required to be described in the Prospectus is not
described as required and insofar as the disclosures in the Registration Statement and Prospectus purport to summarize matters of Cayman
Islands law, rules, statutes and regulations, such disclosures constitute accurate summaries thereof in all material respects.

                   (iv) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the
independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement,
the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus, no facts have come to the
attention of such counsel which should lead them to believe that either the Registration Statement or the Prospectus or any amendment or
supplement thereto, as of the date of such opinion, solely with respect to matters of PRC law, rules, statutes and regulations contained any
untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.


                   4.2.4 Closing Date and Option Closing Date Opinion of Counsel . On each of the Closing Date and the Option Closing
Date, if any, the Representative shall have received the favorable opinion of GM, Maples and Calder and ______ dated the Closing Date or the
Option Closing Date, as the case may be, addressed to the Representative and in form and substance reasonably satisfactory to GT, confirming
as of the Closing Date and, if applicable, the Option Closing Date, the statements made by GM, Maples and Calder and ______ in their opinion
delivered on the Effective Date.

                   4.2.5 Reliance . In rendering such opinion, such counsel may rely (i) as to matters involving the application of laws other
than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent
specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to GT) of other counsel
reasonably acceptable to GT, familiar with the applicable laws, and (ii) as to matters of fact, to the extent they deem proper, on certificates or
other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents
respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be
delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for
the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the
Underwriters.
         4.3 Cold Comfort Letter . At the time this Agreement is executed, and at each of the Closing Date and the Option Closing Date, if
any, you shall have received a letter, addressed to the Representative and in form and substance satisfactory in all respects (including the
non-material nature of the changes or decreases, if any, referred to in clause (iii) below) to you and to GT from UHY dated, respectively, as of
the date of this Agreement and as of the Closing Date and the Option Closing Date, if any:

                           (i) Confirming that they are an independent registered public accounting firm with respect to the Company within
the meaning of the Act and the applicable Regulations and that they have not, during the periods covered by the financial statements included
in the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act;

                          (ii) Stating that in their opinion the financial statements of the Company included in the Registration Statement
and Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations
thereunder;

                            (iii) Stating that, on the basis of a reading of the latest available unaudited interim financial statements of the
Company (with an indication of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes
of the stockholders and board of directors and the various committees of the board of directors, consultations with officers and other employees
of the Company responsible for financial and accounting matters and other specified procedures and inquiries, they have been advised by the
Company officials that (a) the unaudited financial statements of the Company included in the Registration Statement comply as to form in all
material respects with the applicable accounting requirements of the Act and the Regulations or are fairly presented in conformity with
generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements of the
Company included in the Registration Statement and (b) at a date not later than five days prior to the Effective Date, Closing Date or Option
Closing Date, as the case may be, there was no change in the capital stock or long-term debt of the Company, or any decrease in the
stockholders’ equity of the Company as compared with amounts shown in the October 31, 2007 balance sheet included in the Registration
Statement, other than as set forth in or contemplated by the Registration Statement, or, if there was any decrease, setting forth the amount of
such decrease;

                            (iv) Stating that they have compared specific dollar amounts, numbers of shares, percentages of revenues and
earnings, statements and other financial information pertaining to the Company set forth in the Prospectus in each case to the extent that such
amounts, numbers, percentages, statements and information may be derived from the general accounting records, including work sheets, of the
Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified
readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted
auditing standards) set forth in the letter and found them to be in agreement;
                         (v) Stating that they have not provided the Company’s management with any written communication in
accordance with Statement on Auditing Standards No. 60 ―Communication of Internal Control Structure Related Matters Noted in an Audit;‖
and

                              (vi)   Statements as to such other matters incident to the transaction contemplated hereby as you may reasonably
request.

           4.4   Officers’ Certificates .

                   4.4.1 Officers’ Certificate . At each of the Closing Date and the Option Closing Date, if any, the Representative shall have
received a certificate of the Company signed by the Chairman of the Board or the President and the Secretary or Assistant Secretary of the
Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed
all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of
the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4.5 hereof have been satisfied as
of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company
set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers
of the Company as the Representative may reasonably request.

                  4.4.2 Secretary’s Certificate . At each of the Closing Date and the Option Closing Date, if any, the Representative shall
have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the
Option Date, as the case may be, respectively, certifying (i) that the Memorandum and Articles of Association of the Company is true and
complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offering contemplated by this
Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the
Commission and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to
such certificate.

          4.5 No Material Changes . Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no
material adverse change or development involving a prospective material adverse change in the condition or prospects or the business
activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and
Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Initial
Stockholder before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision,
ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as
set forth in the Registration Statement and Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall
have been initiated or threatened by the Commission, and (iv) the Registration Statement and the Prospectus and any amendments or
supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations
and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement nor the
Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading.
         4.6   Delivery of Agreements .

                   4.6.1 Effective Date Deliveries . On the Effective Date, the Company shall have delivered to the Representative executed
copies of the Escrow Agreement, the Trust Agreement, the Warrant Agreement, the Services Agreement, the Subscription Agreement and all of
the Insider Letters.

                  4.6.2 Closing Date Deliveries . On the Closing Date, the Company shall have delivered to the Representative executed
copies of the Representative’s Purchase Option.

          4.7 Opinion of Counsel for the Underwriters . All proceedings taken in connection with the authorization, issuance or sale of the
Securities as herein contemplated shall be reasonably satisfactory in form and substance to you and to GT and you shall have received from
such counsel a favorable opinion, dated the Closing Date and the Option Closing Date, if any, with respect to such of these proceedings as you
may reasonably require. On or prior to the Effective Date, the Closing Date and the Option Closing Date, as the case may be, counsel for the
Underwriters shall have been furnished such documents, certificates and opinions as they may reasonably require for the purpose of enabling
them to review or pass upon the matters referred to in this Section 4.7, or in order to evidence the accuracy, completeness or satisfaction of any
of the representations, warranties or conditions herein contained.

         4.8 Insider Warrants . On the Closing Date, the Insider Purchasers shall have purchased the Insider Warrants and the purchase price
for such Insider Warrants shall be deposited into the Trust Fund.
5.   Indemnification .

         5.1   Indemnification of Underwriters .

                   5.1.1 General . Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the
Underwriters, and each dealer selected by you that participates in the offer and sale of the Securities (each a ―Selected Dealer‖) and each of
their respective directors, officers and employees and each person, if any, who controls any such Underwriter (―controlling person‖) within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against any and all loss, liability, claim, damage and expense
whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the Underwriters and the
Company or between any of the Underwriters and any third party or otherwise) to which they or any of them may become subject under the
Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries, arising out of or based upon
any untrue statement or alleged untrue statement of a material fact contained in (i) any Preliminary Prospectus, the Registration Statement or
the Prospectus (as from time to time each may be amended and supplemented); (ii) in any post-effective amendment or amendments or any
new registration statement and prospectus in which is included securities of the Company issued or issuable upon exercise of the
Representative’s Purchase Option; or (iii) any application or other document or written communication (whether in person or electronically) (in
this Section 5 collectively called ―application‖) executed by the Company or based upon written information furnished by the Company in any
jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or
agency, Nasdaq, AMEX or any other securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such
statement or omission was made in reliance upon and in conformity with written information furnished to the Company with respect to an
Underwriter by or on behalf of such Underwriter expressly for use in any Preliminary Prospectus, the Registration Statement or Prospectus, or
any amendment or supplement thereof, or in any application, as the case may be. With respect to any untrue statement or omission or alleged
untrue statement or omission made in the Preliminary Prospectus, the indemnity agreement contained in this paragraph shall not inure to the
benefit of any Underwriter to the extent that any loss, liability, claim, damage or expense of such Underwriter results from the fact that a copy
of the Prospectus was not given or sent to the person asserting any such loss, liability, claim or damage at or prior to the written confirmation of
sale of the Securities to such person as required by the Act and the Regulations, and if the untrue statement or omission has been corrected in
the Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance by the Company with its obligations under Section
3.4 hereof. The Company agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the
Company or any of its officers, directors or controlling persons in connection with the issue and sale of the Securities or in connection with the
Registration Statement or Prospectus.

                   5.1.2 Procedure . If any action is brought against an Underwriter, a Selected Dealer or a controlling person in respect of
which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter or Selected Dealer shall promptly notify the
Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and
fees of counsel (subject to the reasonable approval of such Underwriter or Selected Dealer, as the case may be) and payment of actual
expenses. Such Underwriter, Selected Dealer or controlling person shall have the right to employ its or their own counsel in any such case, but
the fees and expenses of such counsel shall be at the expense of such Underwriter, Selected Dealer or controlling person unless (i) the
employment of such counsel at the expense of the Company shall have been authorized in writing by the Company in connection with the
defense of such action, or (ii) the Company shall not have employed counsel reasonably acceptable to the Underwriter or Selected Dealer, as
the case may be, to have charge of the defense of such action, or (iii) such indemnified party or parties shall have reasonably concluded that
there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the
Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the
reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter, Selected Dealer and/or controlling
person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if the Underwriter, Selected Dealer or
controlling person shall assume the defense of such action as provided above, the Company shall have the right to approve the terms of any
settlement of such action which approval shall not be unreasonably withheld. This Indemnification provided for in this Section 5.1 shall not be
available to any party who shall fail to give notice as provided in this Section 5.1.2 if the Company was unaware of the proceeding to which
such notice would have related and was actually prejudiced by the failure to give such notice; provided, however, that indemnification shall
only be limited to the extent of such prejudice; provided, further, that, the omission so to notify the Company will not relieve it from any
liability which it may have to any indemnified party otherwise than under this Section 5.1. The Company shall not without the prior written
consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or
could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such proceedings.
         5.2 Indemnification of the Company . Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the
Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20
of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to
the several Underwriters, as incurred, but only with respect to untrue statements or omissions made in any Preliminary Prospectus, the
Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity
with, written information furnished to the Company with respect to such Underwriter by or on behalf of the Underwriter expressly for use in
such Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In
case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration
Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against
any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so
indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2.

         5.3   Contribution .

                    5.3.1 Contribution Rights . In order to provide for just and equitable contribution under the Act in any case in which (i) any
person entitled to indemnification under this Section 5 makes claim for indemnification pursuant hereto but it is judicially determined (by the
entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of
appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5 provides for indemnification in
such case, or (ii) contribution under the Act, the Exchange Act or otherwise may be required on the part of any such person in circumstances
for which indemnification is provided under this Section 5, then, and in each such case, the Company and the Underwriters shall contribute to
the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the
Company and the Underwriters, as incurred, in such proportions that the Underwriters and the Company are responsible for; provided, that, no
person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total price at which the Public Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to
pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section, each director, officer and employee of an
Underwriter or the Company, as applicable, and each person, if any, who controls an Underwriter or the Company, as applicable, within the
meaning of Section 15 of the Act shall have the same rights to contribution as the Underwriters or the Company, as applicable.

                   5.3.2 Contribution Procedure . Within fifteen days after receipt by any party to this Agreement (or its representative) of
notice of the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made
against another party (―contributing party‖), notify the contributing party of the commencement thereof, but the omission to so notify the
contributing party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any
such action, suit or proceeding is brought against any party, and such party notifies a contributing party or its representative of the
commencement thereof within the aforesaid fifteen days, the contributing party will be entitled to participate therein with the notifying party
and any other contributing party similarly notified. Any such contributing party shall not be liable to any party seeking contribution on account
of any settlement of any claim, action or proceeding effected by such party seeking contribution on account of any settlement of any claim,
action or proceeding effected by such party seeking contribution without the written consent of such contributing party. The contribution
provisions contained in this Section are intended to supersede, to the extent permitted by law, any right to contribution under the Act, the
Exchange Act or otherwise available. The Underwriters’ obligations to contribute pursuant to this Section 5.3 are several and not joint.
6.   Default by an Underwriter .

         6.1 Default Not Exceeding 10% of Firm Units or Option Units . If any Underwriter or Underwriters shall default in its or their
obligations to purchase the Firm Units or the Option Units, if the over-allotment option is exercised, hereunder, and if the number of the Firm
Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units or Option
Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates shall be
purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

          6.2 Default Exceeding 10% of Firm Units or Option Units . In the event that the default addressed in Section 6.1 above relates to
more than 10% of the Firm Units or Option Units, you may in your discretion arrange for yourself or for another party or parties to purchase
such Firm Units or Option Units to which such default relates on the terms contained herein. If within one business day after such default
relating to more than 10% of the Firm Units or Option Units you do not arrange for the purchase of such Firm Units or Option Units, then the
Company shall be entitled to a further period of one business day within which to procure another party or parties satisfactory to you to
purchase said Firm Units or Option Units on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm
Units or Option Units to which a default relates as provided in this Section 6, this Agreement will be terminated without liability on the part of
the Company (except as provided in Sections 3.11 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided,
however, that if such default occurs with respect to the Option Units, this Agreement will not terminate as to the Firm Units; and provided
further that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company
for damages occasioned by its default hereunder.

         6.3 Postponement of Closing Date . In the event that the Firm Units or Option Units to which the default relates are to be purchased
by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to
postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five business days, in order to effect
whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements,
and the Company agrees to file promptly any amendment to the Registration Statement or the Prospectus that in the opinion of counsel for the
Underwriters may thereby be made necessary. The term ―Underwriter‖ as used in this Agreement shall include any party substituted under this
Section 6 with like effect as if it had originally been a party to this Agreement with respect to such Securities.
7.   Additional Covenants .

         7.1 Additional Shares or Options . The Company hereby agrees that until the consummation of a Business Combination, it shall not
issue any Ordinary Shares or any options or other securities convertible or exercisable or exchangeable into Ordinary Shares, or any shares of
Preferred Stock which participate in any manner in the Trust Fund or which vote as a class with the Ordinary Shares on a Business
Combination.

         7.2   Trust Fund Waiver Acknowledgment .

                     (a) Underwriters/Representative . Except with respect to the Deferred Commissions due to the Underwriters only upon
successful consummation of a Business Combination, each of the Underwriters and the Representative hereby agree that it does not have any
right, title, interest or claim of any kind in or to any monies in the Trust Fund (―Claim‖) and waive any Claim it may have in the future as a
result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for
any reason whatsoever.

                  (b) Target Businesses and Vendors . The Company hereby agrees that it will not commence its due diligence investigation
of any operating business which the Company seeks to acquire (each a ―Target Business‖) or obtain the services of any vendor unless and until
such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar
document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the
Prospectus and understands that the Company has established the Trust Fund for the benefit of the public stockholders and that the Company
may disburse monies from the Trust Fund only (i) to the public stockholders in the event they elect to convert their IPO Shares (as defined
below in Section 7.6), (ii) to the public stockholders upon the liquidation of the Company if the Company fails to consummate a Business
Combination or (iii) to the Company after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration
of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to
engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any Claim of any kind in or
to any monies in the Trust Fund and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or
agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

         7.3 Insider Letters . The Company shall not take any action or omit to take any action which would cause a breach of any of the
Insider Letters and will not allow any amendments to, or waivers of, such Insider Letters without the prior written consent of the
Representative.
        7.4 Memorandum and Articles of Association . The Company shall not take any action or omit to take any action that would cause
the Company to be in breach or violation of its Memorandum and Articles of Association. Prior to the consummation of a Business
Combination, the Company will not amend its Memorandum and Articles of Association without the prior written consent of the
Representative.

          7.5 Blue Sky Requirements . The Company shall provide counsel to the Representative with ten copies of all proxy information and
all related material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission.
In addition, the Company shall furnish any other state in which its initial public offering was registered, such information as may be requested
by such state.

          7.6 Acquisition/Liquidation Procedure . The Company agrees: (i) that, prior to the consummation of any Business Combination, it
will submit such transaction to the Company’s stockholders for their approval (―Business Combination Vote‖) even if the nature of the
acquisition is such as would not ordinarily require stockholder approval under applicable state law and will publicly announce the record date
establishing the shareholders that will be entitled to vote at the meeting to approve the Business Combination at least two business days prior to
such record date; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation
of the Offering, or thirty months from the consummation of the Offering if a letter of intent, agreement in principle or definitive agreement has
been executed within 18 months after the consummation of the Offering and the Business Combination has not been consummated within such
18 month period, the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the
Company’s ―Liquidation Value.‖ The Company’s ―Liquidation Value‖ shall mean the Company’s book value, as determined by the Company
and approved by UHY. In no event, however, will the Company’s Liquidation Value be less than the Trust Fund, inclusive of any net interest
income thereon after any permitted distributions to the Company as set forth in Section 2.23 hereof. Only holders of IPO Shares shall be
entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital
stock of the Company. With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the
Ordinary Shares owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares
present, in person or by proxy, at a meeting of the Company’s stockholders called for such purpose. At the time the Company seeks approval of
any potential Business Combination, the Company will offer each holder of Ordinary Shares issued in this Offering (―IPO Shares‖) the right to
convert their IPO Shares at a per share price (―Conversion Price‖) equal to the amount in the Trust Fund (inclusive of any interest income
therein after any permitted distributions to the Company as set forth in Section 2.23 hereof) calculated as of two business days prior to the
consummation of the proposed Business Combination divided by the total number of IPO Shares. If a majority of the holders of IPO Shares
present and entitled to vote on the Business Combination vote in favor of such Business Combination and holders of less than 30% in interest
of the Company’s IPO Shares elect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business
Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares
who affirmatively requested such conversion and who voted against the Business Combination. If holders of 40% or more in interest of the IPO
Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed
with such Business Combination and will not convert such shares. The provisions of this Section 7.6 may not be modified, amended or deleted
under any circumstances.
         7.7 Rule 419 . The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under
the Act prior to the consummation of any Business Combination, including but not limited to using its best efforts to prevent any of the
Company’s outstanding securities from being deemed to be a ―penny stock‖ as defined in Rule 3a-51-1 under the Exchange Act during such
period.

          7.8 Affiliated Transactions . The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential
conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior
to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation
by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer
or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

          7.9 Target Net Assets . The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at
least 80% of the Company’s net assets (all of the Company’s assets, including the funds held in the Trust Fund, less the Company’s liabilities)
at the time of such acquisition. The fair market value of such business must be determined by the Board of Directors of the Company based
upon standards generally accepted by the financial community, such as actual and potential sales, earnings and cash flow and book value. If the
Board of Directors of the Company is not able to independently determine that the target business has a fair market value of at least 80% of the
Company’s net assets at the time of such acquisition, the Company will obtain an opinion from an unaffiliated, independent investment banking
firm which is a member of FINRA with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion from an
investment banking firm as to the fair market value if the Company’s Board of Directors independently determines that the Target Business
does have sufficient fair market value.

8. Representations and Agreements to Survive Delivery . Except as the context otherwise requires, all representations, warranties and
agreements contained in this Agreement shall be deemed to be representations, warranties and agreements at the Closing Date or Option
Closing Date and such representations, warranties and agreements of the Underwriters and Company, including the indemnity agreements
contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any
Underwriter, the Company or any controlling person, and shall survive termination of this Agreement or the issuance and delivery of the
Securities to the several Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh anniversary of
the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate
and be of no further force and effect.
9.   Effective Date of This Agreement and Termination Thereof .

         9.1 Effective Date . This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared
effective by the Commission.

          9.2 Termination . You shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or
international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general
securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock
Exchange or on the OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading
shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have
been required on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the
United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by
a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely
impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane,
earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion,
make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company’s representations, warranties or covenants
hereunder are breached, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the
conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result
of terrorist activities after the date hereof, as in the Representative’s judgment would make it impracticable to proceed with the offering, sale
and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Securities.

         9.3 Expenses . In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein
or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the
transactions contemplated herein shall be governed by Section 3.13 hereof.

         9.4 Indemnification . Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any
termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way
affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
10.   Miscellaneous .

         10.1 Notices . All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be
mailed, delivered or telecopied and confirmed and shall be deemed given when so delivered or telecopied and confirmed or if mailed, two days
after such mailing

If to the Representative:

EarlyBirdCapital, Inc.
275 Madison Avenue, 27th Floor
New York, New York 10016
Attn: David Yoo, Vice President Investment Banking

Copy to:

Greenberg Traurig, LLP
MetLife Building
200 Park Avenue
New York, New York 10166
Attn: Robert H. Cohen, Esq.

If to the Company:

CS China Acquisition Corp.
41 N.E. Second Avenue, Suite 318
Miami, Florida 33137
Attn: Chien Lee, Chairman and Chief Executive Officer

Copy to:

Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Attn: David Alan Miller, Esq.

          10.2 Headings . The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit
or affect the meaning or interpretation of any of the terms or provisions of this Agreement.
       10.3 Amendment . Except for Section 7.6 (which may not be amended under any circumstances), this Agreement may only be
amended by a written instrument executed by each of the parties hereto.

        10.4 Entire Agreement . This Agreement (together with the other agreements and documents being delivered pursuant to or in
connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and
supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

         10.5 Binding Effect . This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the
Underwriters, the Company and the controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors,
legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or
in respect of or by virtue of this Agreement or any provisions herein contained.

          10.6 Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of
New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company
may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the
address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in
any action, proceeding or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the
preparation therefor.

         10.7 Execution in Counterparts . This Agreement may be executed in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the
other parties hereto. Facsimile signatures will be binding and effective as originals.

          10.8 Waiver, Etc . The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be
deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the
right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or
non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or
parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

         10.9 No Fiduciary Duty . The Company acknowledges and agrees that none of the Representative, the Underwriters nor the
controlling persons of any of them shall have any fiduciary or advisory duty to the Company or any of its controlling persons arising out of, or
in connection with, this Agreement or the offer and sale of the Securities.
        If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space
provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.


                                                                  Very truly yours,

                                                                  CS CHINA ACQUISITION CORP.


                                                                  By:
                                                                            Name:
                                                                            Title:

Accepted on the date first
above written.

EARLYBIRDCAPITAL, INC.


By:

Name:
Title:
                     SCHEDULE I

              CS CHINA ACQUISITION CORP.

                     4,000,000 Units

                                           Number of Firm Units
Underwriter                                  to be Purchased




 Total                                                  4,000,000
     NUMBER                                                                                                                    UNITS
__________-U

 SEE REVERSE FOR                              CS CHINA ACQUISITION CORP.
     CERTAIN
   DEFINITIONS

                                                                                                         CUSIP G25783 120

               UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT TO PURCHASE ONE
                                            ORDINARY SHARE

               THIS CERTIFIES THAT
               ______________________________________________________________________________________
               _______

               is the owner of
               ______________________________________________________________________________________
               _________ Units.

               Each Unit (―Unit‖) consists of one (1) ordinary share, par value $.0001 per share (―Ordinary Share‖), of CS
               China Acquisition Corp., a Cayman Islands corporation (the ―Company‖), and one (1) warrant (the
               ―Warrants‖). Each Warrant entitles the holder to purchase one (1) Ordinary Share for $5.50 per share
               (subject to adjustment). Each Warrant will become exercisable six months after the Company’s completion
               of a merger, capital stock exchange, asset acquisition or other similar business combination, and will expire
               unless exercised before 5:00 p.m., New York City Time, on __________, 2013, or earlier upon redemption
               (the ―Expiration Date‖). The Ordinary Shares and Warrants comprising the Units represented by this
               certificate are not transferable separately prior to __________, 2008, subject to earlier separation in the
               discretion of EarlyBirdCapital, Inc. The terms of the Warrants are governed by a Warrant Agreement, dated
               as of __________, 2008, between the Company and Continental Stock Transfer & Trust Company, as
               Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and
               provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement
               are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and are
               available to any Warrant holder on written request and without cost.
                    This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
                    Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.


               By




  ____________________________________                                               ____________________________________
  Chairman of the Board                                                              Secretary
                                                             CS China Acquisition Corp.

The Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights.

          The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:

         TEN COM - as tenants in common            UNIF GIFT MIN ACT - _____ Custodian ______
         TEN ENT - as tenants by the entireties                                    (Cust)           (Minor)
         JT TEN - as joint tenants with right of survivorship under Uniform Gifts to Minors
         and not as tenants in common        Act ______________
                                                                                            (State)

Additional Abbreviations may also be used though not in the above list.


         For value received, ___________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE


|                        |




                              (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)




________________________________________________________________________________________________________________________________________________
___________ Units


represented by the within Certificate, and do hereby irrevocably constitute and appoint

___________________________________________________________________________________________________________________
_______________ Attorney
to transfer the said Units on the books of the within named Company will full power of substitution in the premises.

Dated ___________________



                                               Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in
                                                           every particular, without alteration or enlargement or any change whatever.


Signature(s) Guaranteed:

_____________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15).
NUMBER                                                                                                                                   SHARES

________-C

                                                          CS CHINA ACQUISITION CORP.

                                      INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

                                                                 ORDINARY SHARES

                                                                                                                         SEE REVERSE FOR
                                                                                                                      CERTAIN DEFINITIONS

This Certifies that                                                                                                           CUSIP G25783 104

is the owner of


                  FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $.0001 EACH OF

                                                          CS CHINA ACQUISITION CORP.

         transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly
                                                                   endorsed.
           The Corporation will be forced to liquidate if it is unable to complete a business combination within eighteen months from the
 consummation of the Corporation’s initial public offering, or within thrity months if certain extension criteria are satisfied, all as more fully
                                 described in the Corporation’s final prospectus dated ________, 2008

                        This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

                        Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

         Dated:




CHAIRMAN                                                                                          SECRETARY
                                                          CS China Acquisition Corp.

          The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:

TEN COM - as tenants in common                             UNIF GIFT MIN ACT -                   _____ Custodian ______
                                                                                                (Cust)             (Minor)
TEN ENT -     as tenants by the entireties                                                      under Uniform Gifts to Minors
                                                                                                Act ______________
JT TEN - as joint tenants with right of
       survivorship and not as tenants in                                                                 (State)
       common

                                     Additional Abbreviations may also be used though not in the above list.

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or
restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the
provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of
shares of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate
by acceptance hereof assents.

         For value received, ___________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE




                  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)




______________________________________________________________________________ shares


of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
__________________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation will full power of substitution in the premises.

Dated ____________________



                                              Notice: The signature to this assignment must correspond with the name as written upon the
                                                      face of the certificate in every particular, without alteration or enlargement or any
                                                      change whatever.

Signature(s) Guaranteed:



THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15).
The holder of this certificate shall be entitled to receive funds from the trust fund only in the event of the Company’s liquidation upon failure to
consummate a business combination or if the holder seeks to redeem his respective shares for cash upon a business combination which he voted
against and which is actually completed by the Company. In no other circumstances shall the holder have any right or interest of any kind in or
to the trust fund.
    NUMBER                               (SEE REVERSE SIDE FOR LEGEND)                                                    WARRANTS
____________-W                    THIS WARRANT WILL BE VOID IF NOT EXERCISED
                                     PRIOR TO 5:00 P.M. NEW YORK CITY TIME,
                                                  __________, 2013


                                CS CHINA ACQUISITION CORP.
                                                                CUSIP G25783 112
                                                                  WARRANT

            THIS CERTIFIES THAT, for value received

            is the registered holder of a Warrant or Warrants expiring ________, 2013 (the ―Warrant‖) to purchase one fully paid and
            non-assessable Ordinary Share, par value $.0001 per share (―Shares‖), of CS China Acquisition Corp.., a Cayman Islands
            corporation (the ―Company‖), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof
            to purchase from the Company, commencing six months after the Company’s completion of a merger, capital stock
            exchange, asset acquisition or other similar business combination, such number of Shares of the Company at the price of
            $5.50 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the
            Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the
            Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Company shall not be
            obligated to deliver any securities pursuant to the exercise of a Warrant and shall have no obligation to settle a Warrant
            exercise unless a registration statement under the Securities Act of 1933, as amended, (the ―Act‖) with respect to the
            Ordinary Shares is effective, subject to the Company satisfying its obligations under Section 7.4 of the Warrant Agreement to
            use its best efforts. In the event that a registration statement with respect to the Ordinary Shares underlying a Warrant is not
            effective under the Act, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have
            no value and expire worthless. In no event will the Company be required to net cash settle the warrant exercise. The Warrant
            Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Warrant Shares
            purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as
            used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is
            exercised.

                No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to
            receive a fraction of a Share upon any exercise of a Warrant, the Company shall, upon such exercise, round up or down to the
            nearest whole number the number of Shares to be issued to such holder.

                 Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued
            to the registered holder hereof or the registered holder’s assignee a new Warrant Certificate covering the number of Shares
            for which the Warrant has not been exercised.

                 Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in
            person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in
            the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates
            of like tenor and evidencing in the aggregate a like number of Warrants.

                 Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent,
            a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants
            shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant
            Agreement, without charge except for any applicable tax or other governmental charge.

                The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant
            Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any
            exercise hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the
            Warrant Agent shall be affected by any notice to the contrary.

                 This Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company.

                 The Company reserves the right to call the Warrant, at any time prior to its exercise, with the prior consent of
            EarlyBirdCapital, Inc., with a notice of call in writing to the holders of record of the Warrant, giving 30 days’ notice of such
            call at any time after the Warrant becomes exercisable if the last sale price of the Shares has been at least $11.50 per share on
            each of 20 trading days within any 30 trading day period ending on the third business day prior to the date on which notice of
            such call is given. The call price of the Warrants is to be $.01 per Warrant. Any Warrant either not exercised or tendered back
             to the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have
             no further value except for the $.01 call price.

By


     Secretary                                                            Chairman of the Board
                                                         SUBSCRIPTION FORM
                                    To Be Executed by the Registered Holder in Order to Exercise Warrants

The undersigned Registered Holder irrevocably elects to exercise ______________ Warrants represented by this Warrant Certificate, and to
purchase the Ordinary Shares issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the
name of




                                            (PLEASE TYPE OR PRINT NAME AND ADDRESS)




                                       (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to

                                             (PLEASE PRINT OR TYPE NAME AND ADDRESS)



and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the
balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:

                                                                          ___________________________________________
Dated: _____________________
                                                                          (SIGNATURE)

                                                                          ___________________________________________
                                                                          (ADDRESS)

                                                                          ___________________________________________

                                                                          ___________________________________________
                                                                          (TAX IDENTIFICATION NUMBER)

                                                             ASSIGNMENT
                                    To Be Executed by the Registered Holder in Order to Assign Warrants

For Value Received, _______________________ hereby sell, assign, and transfer unto



                                            (PLEASE TYPE OR PRINT NAME AND ADDRESS)




                                       (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to


                                                      (PLEASE PRINT OR TYPE NAME AND ADDRESS)
______________________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint
_________________________________ Attorney to transfer this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.


                                                                       ___________________________________________
Dated: _____________________
                                                                       (SIGNATURE)

The signature to the assignment of the Subscription Form must correspond to the name written upon the face of this Warrant Certificate in
every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or trust company
or a member firm of the American Stock Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock Exchange.
                                                                                                                                     Exhibit 4.4

THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL,
TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS
PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE
OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
EARLYBIRDCAPITAL, INC. (― EBC ‖) OR AN UNDERWRITER OR SELECTED DEALER IN CONNECTION WITH THE OFFERING,
OR (II) A BONA FIDE OFFICER OR PARTNER OF EBC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO SIX MONTHS AFTER THE CONSUMMATION BY CS CHINA
ACQUISITION CORP. (― COMPANY ‖) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER
SIMILAR BUSINESS COMBINATION (― BUSINESS COMBINATION ‖) (AS DESCRIBED MORE FULLY IN THE COMPANY’S
REGISTRATION STATEMENT (― REGISTRATION STATEMENT ‖)). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL
TIME__________, 2013.

                                                         UNIT PURCHASE OPTION

                                                          FOR THE PURCHASE OF

                                                                400,000 UNITS

                                                                      OF

                                                      CS CHINA ACQUISITION CORP.

1.   Purchase Option .

THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc. (― Holder ‖), as registered owner of
this Purchase Option, to CS China Acquisition Corp. (― Company ‖), Holder is entitled, at any time or from time to time upon six months after
the consummation of a Business Combination (― Commencement Date ‖), and at or before 5:00 p.m., New York City local time, _________,
2013 (― Expiration Date ‖), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to four hundred thousand
(400,000) units (― Units ‖) of the Company, each Unit consisting of one ordinary share of the Company, par value $0.0001 per share (―
Ordinary Shares ‖), and one warrant (― Warrant(s) ‖) expiring five years from the date hereof (― Effective Date ‖). Each Warrant is the same
as the warrants included in the Units being registered for sale to the public by way of the Registration Statement (― Public Warrants ‖). If the
Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next
succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company
agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $8.80 per Unit so
purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase
Option, including the exercise price per Unit and the number of Units (and Ordinary Shares and Warrants) to be received upon such exercise,
shall be adjusted as therein specified. The term ―Exercise Price‖ shall mean the initial exercise price or the adjusted exercise price, depending
on the context.
2.   Exercise .

          2.1 Exercise Form . In order to exercise this Purchase Option, the exercise form attached hereto must be duly executed and
completed and delivered to the Company, together with this Purchase Option and payment of the Exercise Price for the Units being purchased
payable in cash or by certified check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00
p.m., New York City local time, on the Expiration Date this Purchase Option shall become and be void without further force or effect, and all
rights represented hereby shall cease and expire.

          2.2 Legend . Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such
securities have been registered under the Securities Act of 1933, as amended (― Act ‖):

         ―The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (―Act‖)
         or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an
         effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable
         state law.‖

         2.3      Cashless Exercise .

                    2.3.1 Determination of Amount . In lieu of the payment of the Exercise Price multiplied by the number of Units for which
this Purchase Option is exercisable (and in lieu of being entitled to receive Ordinary Shares and Warrants) in the manner required by Section
2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into
Units (― Cashless Exercise Right ‖) as follows: upon exercise of the Cashless Exercise Right, the Company shall deliver to the Holder
(without payment by the Holder of any of the Exercise Price in cash) that number of Units (or that number of shares of Ordinary Shares and
Warrants comprising that number of Units) equal to the quotient obtained by dividing (x) the ―Value‖ (as defined below) of the portion of the
Purchase Option being converted by (y) the Current Market Value (as defined below). The ―Value‖ of the portion of the Purchase Option being
converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the
portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the
portion of the Purchase Option being converted. As used herein, the term ―Current Market Value‖ per Unit at any date means: (A) in the event
that neither the Units nor Public Warrants are still trading, the remainder derived from subtracting (x) the exercise price of the Warrants
multiplied by the number of Ordinary Shares issuable upon exercise of the Warrants underlying one Unit from (y) (i) the Current Market Price
of the Ordinary Shares multiplied by (ii) the number of Ordinary Shares underlying one Unit, which shall include the Ordinary Shares
underlying the Warrants included in such Unit; (B) in the event that the Units, Ordinary Shares and Public Warrants are still trading, (i) if the
Units are listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor exchange), the last sale price of the Units
in the principal trading market for the Units as reported by the exchange, Nasdaq or the Financial Industry Regulatory Authority (― FINRA ‖),
as the case may be, on the last trading day preceding the date in question; or (ii) if the Units are not listed on a national securities exchange or
quoted on the OTC Bulletin Board (or successor exchange), but is traded in the residual over-the-counter market, the closing bid price for Units
on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of
such quotations; and (C) in the event that the Units are not still trading but the Ordinary Shares and Public Warrants underlying the Units are
still trading, the Current Market Price of the Ordinary Shares plus the product of (x) the Current Market Price of the Public Warrants and (y)
the number of Ordinary Shares underlying the Warrants included in one Unit. The ―Current Market Price‖ shall mean (i) if the Ordinary Shares
(or Public Warrants, as the case may be) is listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor
exchange), the last sale price of the Ordinary Shares (or Public Warrants) in the principal trading market for the Ordinary Shares as reported by
the exchange, Nasdaq or FINRA, as the case may be, on the last trading day preceding the date in question; (ii) if the Ordinary Shares (or
Public Warrants, as the case may be) is not listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor
exchange), but is traded in the residual over-the-counter market, the closing bid price for the Ordinary Shares (or Public Warrants) on the last
trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such
quotations; and (iii) if the fair market value of the Ordinary Shares cannot be determined pursuant to clause (i) or (ii) above, such price as the
Board of Directors of the Company shall determine, in good faith. In the event the Public Warrants have expired and are no longer exercisable,
no ―Value‖ shall be attributed to the Warrants underlying this Purchase Option. Additionally, in the event that this Purchase Option is exercised
pursuant to this Section 2.3 and the Public Warrants are still trading, the ―Value‖ shall be reduced by the difference between the Warrant
Exercise Price and the exercise price of the Public Warrants multiplied by the number of Warrants underlying the Units included in the portion
of this Purchase Option being converted.
                  2.3.2 Mechanics of Cashless Exercise . The Cashless Exercise Right may be exercised by the Holder on any business day
on or after the Commencement Date and not later than the Expiration Date by delivering the Purchase Option with the duly executed exercise
form attached hereto with the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the
total number of Units the Holder will purchase pursuant to such Cashless Exercise Right.

         2.4 No Obligation to Net Cash Settle . Notwithstanding anything to the contrary contained in this Purchase Option, in no event will
the Company be required to net cash settle the exercise of the Purchase Option or the Warrants underlying the Purchase Option. The holder of
the Purchase Option and the Warrants underlying the Purchase Option will not be entitled to exercise the Purchase Option or the Warrants
underlying such Purchase Option unless a registration statement is effective, or an exemption from the registration requirements is available at
such time and, if the holder is not able to exercise the Purchase Option or underlying Warrants, the Purchase Option and/or the underlying
Warrants, as applicable, will expire worthless.

3.   Transfer .

          3.1 General Restrictions . The registered Holder of this Purchase Option, by its acceptance hereof, agrees that it will not sell,
transfer, assign, pledge or hypothecate this Purchase Option for a period of one year following the Effective Date to anyone other than (i) EBC
or an underwriter or selected dealer in connection with the public offering (― Offering ‖), or (ii) a bona fide officer or partner of EBC or of any
such underwriter or selected dealer. On and after the first anniversary of the Effective Date, transfers to others may be made subject to
compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the
Company the assignment form attached hereto duly executed and completed, together with the Purchase Option and payment of all transfer
taxes, if any, payable in connection therewith. The Company shall within five business days transfer this Purchase Option on the books of the
Company and shall execute and deliver a new Purchase Option or Purchase Options of like tenor to the appropriate assignee(s) expressly
evidencing the right to purchase the aggregate number of Units purchasable hereunder or such portion of such number as shall be contemplated
by any such assignment.

          3.2 Restrictions Imposed by the Act . The securities evidenced by this Purchase Option shall not be transferred unless and until (i)
the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from
registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the
Company (the Company hereby agreeing that the opinion of Greenberg Traurig, LLP shall be deemed satisfactory evidence of the availability
of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has
been filed by the Company and declared effective by the Securities and Exchange Commission (the ― Commission ‖) and compliance with
applicable state securities law has been established.
4.   New Purchase Options to be Issued .

         4.1 Partial Exercise or Transfer . Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Option for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax, the Company
shall cause to be delivered to the Holder without charge a new Purchase Option of like tenor to this Purchase Option in the name of the Holder
evidencing the right of the Holder to purchase the number of Units purchasable hereunder as to which this Purchase Option has not been
exercised or assigned.

         4.2 Lost Certificate . Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Option and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new
Purchase Option of like tenor and date. Any such new Purchase Option executed and delivered as a result of such loss, theft, mutilation or
destruction shall constitute a substitute contractual obligation on the part of the Company.

5.   Registration Rights .

         5.1   Demand Registration .

                  5.1.1 Grant of Right . The Company, upon written demand (― Initial Demand Notice ‖) of the Holder(s) of at least 51% of
the Purchase Options and/or the underlying Units and/or the underlying securities (― Majority Holders ‖), agrees to use its best efforts to
register (the ― Demand Registration ‖) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority
Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Ordinary Shares, the
Warrants and the Ordinary Shares underlying the Warrants (collectively, the ― Registrable Securities ‖). On such occasion, the Company will
use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable
Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or
post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a
period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities
proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or
Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable
Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including
shares of Registrable Securities in such registration, a ― Demanding Holder ‖) shall so notify the Company within fifteen (15) days after the
receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their
Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

                  5.1.2 Effective Registration . A registration will not count as a Demand Registration until the registration statement filed
with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its
obligations under this Agreement with respect thereto; provided, however, that if, after such registration statement has been declared effective,
the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or
any other governmental agency or court, the registration statement with respect to such Demand Registration will be deemed not to have been
declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a
majority-in-interest of the Demanding Holders thereafter elect to continue the offering.
                   5.1.3 Underwritten Offering . If the Majority Holders so elect and such holders so advise the Company as part of the Initial
Demand Notice, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten
offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s
participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein.
All Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such underwriting by the Majority Holders.

                   5.1.4 Reduction of Offering . If the managing underwriter or underwriters for a Demand Registration that is to be an
underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable
Securities which the Demanding Holders desire to sell, taken together with all other Ordinary Shares or other securities which the Company
desires to sell and the Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back
registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of
shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the
probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the ― Maximum Number
of Shares ‖), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been
requested by the Demanding Holders (pro rata in accordance with the number of shares that each such Person has requested be included in such
registration, regardless of the number of shares held by each such Person (such proportion is referred to herein as ― Pro Rata ‖)) that can be
sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (i), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the
Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i)
and (ii), the Ordinary Shares or other securities registrable pursuant to the terms of the Registration Rights Agreement between the Company
and the initial investors in the Company, dated as of _________, 2008 (the ― Registration Rights Agreement ‖ and such registrable securities,
the ― Investor Securities ‖) as to which ―piggy-back‖ registration has been requested by the holders thereof, Pro Rata, that can be sold without
exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares have not been reached under the
foregoing clauses (i), (ii), and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to
register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of
Shares.

                   5.1.5 Withdrawal . If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are
not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to
withdraw from such offering by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to
the effectiveness of the registration statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then the Company does not have to continue
its obligations under Section 5.1 with respect to such proposed offering.
                    5.1.6 Terms . The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including
the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the
Holders shall pay any and all underwriting commissions. The Company agrees to use its reasonable best efforts to qualify or register the
Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the
Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to
qualify to do business in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or
(ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall use
its best efforts to cause any registration statement or post-effective amendment filed pursuant to the demand rights granted under Section 5.1.1
to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment.

         5.2   Piggy-Back Registration .

                    5.2.1 Piggy-Back Rights . If at any time during the seven year period commencing on the Effective Date the Company
proposes to file a registration statement under the Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company
for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 5.1), other than a
registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of
securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or
(iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable
Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the
amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing
underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to
register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt
of such notice (a ― Piggy-Back Registration ‖). The Company shall cause such Registrable Securities to be included in such registration and
shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and
to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All
holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or
underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back
Registration.

                   5.2.2 Reduction of Offering . If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an
underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of Ordinary
Shares which the Company desires to sell, taken together with Ordinary Shares, if any, as to which registration has been demanded pursuant to
written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which
registration has been requested under this Section 5.2, and the Ordinary Shares, if any, as to which registration has been requested pursuant to
the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the
Company shall include in any such registration:
                             (a) If the registration is undertaken for the Company’s account: (A) first, the Ordinary Shares or other securities
that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities, if any, comprised of
Registrable Securities and Investor Securities, as to which registration has been requested pursuant to the applicable written contractual
piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C)
third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or
other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration
rights with such persons and that can be sold without exceeding the Maximum Number of Shares;

                            (b) If the registration is a ―demand‖ registration undertaken at the demand of holders of Investor Securities, (A)
first, the Ordinary Shares or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding the
Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(A), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of
Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares
of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding
the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (A), (B) and (C), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register
pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares; and

                           (c) If the registration is a ―demand‖ registration undertaken at the demand of persons other than either the holders
of Registrable Securities or of Investor Securities, (A) first, the Ordinary Shares or other securities for the account of the demanding persons
that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (A) and (B), collectively the Ordinary Shares or other securities comprised of Registrable Securities and Investor Securities,
Pro Rata, as to which registration has been requested pursuant to the terms hereof and of the Registration Rights Agreement, as applicable, that
can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities for the account of other persons that the
Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the
Maximum Number of Shares.

                   5.2.3 Withdrawal . Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of
Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the
effectiveness of the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making
a demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the
registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable
Securities in connection with such Piggy-Back Registration as provided in Section 5.2.4.
                   5.2.4 Terms . The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including
the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities but the
Holders shall pay any and all underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the
Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed
date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement
filed (during the period in which the Purchase Option is exercisable) by the Company until such time as all of the Registrable Securities have
been registered and sold. The Holders of the Registrable Securities shall exercise the ―piggy-back‖ rights provided for herein by giving written
notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall use its best
efforts to cause any registration statement filed pursuant to the above ―piggyback‖ rights to remain effective for at least nine months from the
date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities.

         5.3   General Terms .

                   5.3.1 Indemnification . The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any
registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section
20(a) of the Securities Exchange Act of 1934, as amended (― Exchange Act ‖), against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against litigation, commenced or
threatened, or any claim whatsoever whether arising out of any action between the underwriter and the Company or between the underwriter
and any third party or otherwise) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such
registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to
indemnify the underwriters contained in Section 5 of the Underwriting Agreement between the Company, EBC and the other underwriters
named therein dated the Effective Date. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their
successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls
the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or
liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any
claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or
on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement to the same extent and
with the same effect as the provisions contained in Section 5 of the Underwriting Agreement pursuant to which the underwriters have agreed to
indemnify the Company.

                  5.3.2 Exercise of Purchase Options . Nothing contained in this Purchase Option shall be construed as requiring the
Holder(s) to exercise their Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration
statement or the effectiveness thereof.

                   5.3.3 Documents Delivered to Holders . The Company shall furnish EBC, as representative of the Holders participating in
any of the foregoing offerings, a signed counterpart, addressed to the participating Holders, of (i) an opinion of counsel to the Company, dated
the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of
the closing under any underwriting agreement related thereto), and (ii) a ―cold comfort‖ letter dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting
agreement) signed by the independent public accountants who have issued a report on the Company’s financial statements included in such
registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus
included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are
customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of
securities. The Company shall also deliver promptly to EBC, as representative of the Holders participating in the offering, the correspondence
and memoranda described below and copies of all correspondence between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit EBC, as representative
of the Holders, to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the
registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA . Such investigation shall
include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent
auditors, all to such reasonable extent and at such reasonable times and as often as EBC, as representative of the Holders, shall reasonably
request. The Company shall not be required to disclose any confidential information or other records to EBC, as representative of the Holders,
or to any other person, until and unless such persons shall have entered into reasonable confidentiality agreements (in form and substance
reasonably satisfactory to the Company), with the Company with respect thereto.
                   5.3.4     Underwriting Agreement . The Company shall enter into an underwriting agreement with the managing
underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing
underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the
Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and
such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any
underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the
representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of
such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the
underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such
covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type
used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the
preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section
5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended
method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

                  5.3.5 Rule 144 Sale . Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no
obligation pursuant to Sections 5.1 or 5.2 to use its best efforts to obtain the registration of Registrable Securities held by any Holder (i) where
such Holder would then be entitled to sell under Rule 144 within any three-month period (or such other period prescribed under Rule 144 as
may be provided by amendment thereof) all of the Registrable Securities then held by such Holder, and (ii) where the number of Registrable
Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate
within the meaning of Rule 144).

                   5.3.6 Supplemental Prospectus . Each Holder agrees, that upon receipt of any notice from the Company of the happening
of any event as a result of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of
the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental or amended prospectus, and, if so
desired by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a
certificate of such destruction) all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such notice.
                  5.3.7 Rule 144 . The Company covenants that it shall file any reports required to be filed by it under the Act and the
Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holders to sell Registrable Securities without registration under the Act within the limitations of the exemptions
provided by Rule 144, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Securities and
Exchange Commission.

6.   Adjustments .

        6.1 Adjustments to Exercise Price and Number of Securities . The Exercise Price and the number of Units underlying the Purchase
Option shall be subject to adjustment from time to time as hereinafter set forth:

                   6.1.1 Stock Dividends - Split-Ups . If after the date hereof, and subject to the provisions of Section 6.2 below, the number
of outstanding Ordinary Shares is increased by a stock dividend payable in Ordinary Shares or by a split-up of Ordinary Shares or other similar
event, then, on the effective date thereof, the number of Ordinary Shares underlying each of the Units purchasable hereunder shall be increased
in proportion to such increase in outstanding shares. In such case, the number of Ordinary Shares, and the exercise price applicable thereto,
underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted in accordance with the terms of the Warrants.
For example, if the Company declares a two-for-one stock dividend and at the time of such dividend this Purchase Option is for the purchase of
one Unit at $8.80 per whole Unit (each Warrant underlying the Units is exercisable for $5.50 per share), upon effectiveness of the dividend,
this Purchase Option will be adjusted to allow for the purchase of one Unit at $10.00 per Unit, each Unit entitling the holder to receive two
Ordinary Shares and two Warrants (each Warrant exercisable for $2.75 per share).

                   6.1.2 Aggregation of Shares . If after the date hereof, and subject to the provisions of Section 6.2, the number of
outstanding Ordinary Shares is decreased by a consolidation, combination or reclassification of Ordinary Shares or other similar event, then, on
the effective date thereof, the number of Ordinary Shares underlying each of the Units purchasable hereunder shall be decreased in proportion
to such decrease in outstanding shares. In such case, the number of Ordinary Shares, and the exercise price applicable thereto, underlying the
Warrants underlying each of the Units purchasable hereunder shall be adjusted in accordance with the terms of the Warrants.

                    6.1.3   Replacement of Securities upon Reorganization, etc . In case of any reclassification or reorganization of the
outstanding Ordinary Shares other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Ordinary
Shares, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in
which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary
Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Option shall have the right thereafter (until the
expiration of the right of exercise of this Purchase Option) to receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the
number of Ordinary Shares of the Company obtainable upon exercise of this Purchase Option and the underlying Warrants immediately prior to
such event; and if any reclassification also results in a change in Ordinary Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall
be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
                  6.1.4 Changes in Form of Purchase Option . This form of Purchase Option need not be changed because of any change
pursuant to this Section, and Purchase Options issued after such change may state the same Exercise Price and the same number of Units as are
stated in the Purchase Options initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase
Options reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the
Commencement Date or the computation thereof.

          6.2 Substitute Purchase Option . In case of any consolidation of the Company with, or merger of the Company with, or merger of
the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the
outstanding Ordinary Shares), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a supplemental
Purchase Option providing that the holder of each Purchase Option then outstanding or to be outstanding shall have the right thereafter (until
the stated expiration of such Purchase Option) to receive, upon exercise of such Purchase Option, the kind and amount of shares of stock and
other securities and property receivable upon such consolidation or merger, by a holder of the number of Ordinary Shares of the Company for
which such Purchase Option might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental
Purchase Option shall provide for adjustments which shall be identical to the adjustments provided in Section 6. The above provision of this
Section shall similarly apply to successive consolidations or mergers.

          6.3 Elimination of Fractional Interests . The Company shall not be required to issue certificates representing fractions of Ordinary
Shares or Warrants upon the exercise of the Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole
number of Warrants, Ordinary Shares or other securities, properties or rights.

7. Reservation and Listing . The Company shall at all times reserve and keep available out of its authorized Ordinary Shares, solely for the
purpose of issuance upon exercise of the Purchase Options or the Warrants underlying the Purchase Option, such number of Ordinary Shares or
other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of
the Purchase Options and payment of the Exercise Price therefor, all Ordinary Shres and other securities issuable upon such exercise shall be
duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder. The Company further covenants
and agrees that upon exercise of the Warrants underlying the Purchase Options and payment of the respective Warrant exercise price therefor,
all Ordinary Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not
subject to preemptive rights of any stockholder. As long as the Purchase Options shall be outstanding, the Company shall use its best efforts to
cause all (i) Units and Ordinary Shares issuable upon exercise of the Purchase Options, (ii) Warrants issuable upon exercise of the Purchase
Options and (iii) Ordinary Shares issuable upon exercise of the Warrants included in the Units issuable upon exercise of the Purchase Option to
be listed (subject to official notice of issuance) on all securities exchanges (or, if applicable on the OTC Bulletin Board or any successor trading
market) on which the Units, the Ordinary Shares or the Public Warrants issued to the public in connection herewith may then be listed and/or
quoted.
8.   Certain Notice Requirements .

          8.1 Holder’s Right to Receive Notice . Nothing herein shall be construed as conferring upon the Holders the right to vote or consent
as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company. If,
however, at any time prior to the expiration of the Purchase Options and their exercise, any of the events described in Section 8.2 shall occur,
then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, conversion or
exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall
specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall
deliver to each Holder a copy of each notice given to the other stockholders of the Company at the same time and in the same manner that such
notice is given to the stockholders.

          8.2 Events Requiring Notice . The Company shall be required to give the notice described in this Section 8 upon one or more of the
following events: (i) if the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as
indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the
holders of its Ordinary Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of
capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business shall
be proposed.

         8.3 Notice of Change in Exercise Price . The Company shall, promptly after an event requiring a change in the Exercise Price
pursuant to Section 6 hereof, send notice to the Holders of such event and change (― Price Notice ‖). The Price Notice shall describe the event
causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s President and Chief
Financial Officer.

         8.4 Transmittal of Notices . All notices, requests, consents and other communications under this Purchase Option shall be in writing
and shall be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered
Holder of the Purchase Option, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to the
following address or to such other address as the Company may designate by notice to the Holders:

                                                         CS China Acquisition Corp.
                                                      41 N.E. Second Avenue, Suite 318
                                                             Miami, Florida 33137
                                            Attn: Chien Lee, Chairman and Chief Executive Officer
9.   Miscellaneous .

         9.1 Amendments . The Company and EBC may from time to time supplement or amend this Purchase Option without the approval
of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or
inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the
Company and EBC may deem necessary or desirable and that the Company and EBC deem shall not adversely affect the interest of the
Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of
the modification or amendment is sought.

          9.2 Headings . The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or
affect the meaning or interpretation of any of the terms or provisions of this Purchase Option.

        9.3 Entire Agreement . This Purchase Option (together with the other agreements and documents being delivered pursuant to or in
connection with this Purchase Option) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

        9.4 Binding Effect . This Purchase Option shall inure solely to the benefit of and shall be binding upon, the Holder and the
Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Option or any provisions herein
contained.

          9.5 Governing Law; Submission to Jurisdiction . This Purchase Option shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to conflict of laws. The Company hereby agrees that any action,
proceeding or claim against it arising out of, or relating in any way to this Purchase Option shall be brought and enforced in the courts of the
State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder
agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees
and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

         9.6 Waiver, Etc . The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Option
shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Option or any
provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Option. No waiver
of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Option shall be effective unless set forth in a written
instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non- fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach or non-compliance.
          9.7 Execution in Counterparts . This Purchase Option may be executed in one or more counterparts, and by the different parties
hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the
same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each
of the other parties hereto.

         9.8 Exchange Agreement . As a condition of the Holder’s receipt and acceptance of this Purchase Option, Holder agrees that, at any
time prior to the complete exercise of this Purchase Option by Holder, if the Company and EBC enter into an agreement (― Exchange
Agreement ‖) pursuant to which they agree that all outstanding Purchase Options will be exchanged for securities or cash or a combination of
both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.
IN WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by its duly authorized officer as of the ___ day of
_________, 2008.


                                                            CS CHINA ACQUISITION CORP.


                                                            By:
                                                                    Name:
                                                                    Title:
Form to be used to exercise Purchase Option:

CS China Acquisition Corp.
41 N.E. Second Avenue, Suite 318
Miami, Florida 33137
Attn: Chien Lee, Chairman and Chief Executive Officer

Date: _________, 200__

The undersigned hereby elects irrevocably to exercise all or a portion of the within Purchase Option and to purchase _________ Units of CS
China Acquisition Corp. and hereby makes payment of $ _________ (at the rate of $ _________ per Unit) in payment of the Exercise Price
pursuant thereto. Please issue the Ordinary Shares and Warrants as to which this Purchase Option is exercised in accordance with the
instructions given below.

or

The undersigned hereby elects irrevocably to convert its right to purchase _________ Units purchasable under the within Purchase Option by
surrender of the unexercised portion of the attached Purchase Option (with a ― Value ‖ based of $_________ based on a ― Market Price ‖ of
$_________). Please issue the securities comprising the Units as to which this Purchase Option is exercised in accordance with the instructions
given below.

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the purchase option in every particular,
without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).
INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name

(Print in Block Letters)

Address


Form to be used to assign Purchase Option:

ASSIGNMENT

(To be executed by the registered Holder to effect a transfer of the within Purchase Option):

FOR     VALUE       RECEIVED,       ________________________________            does     hereby    sell,  assign and transfer unto
________________________________ the right to purchase ________ Units of CS China Acquisition Corp. (― Company ‖) evidenced by the
within Purchase Option and does hereby authorize the Company to transfer such right on the books of the Company.

Dated: _________, 200__


Signature


NOTICE: The signature to this assignment must correspond with the name as written upon the face of the purchase option in every particular,
without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).
                                                         WARRANT AGREEMENT

Agreement made as of ________, 2008 between CS China Acquisition Corp., a Cayman Islands limited life exempted company, with offices at
4100 N.E. Second Avenue, Suite 318, Miami, Florida 33137 (―Company‖), and Continental Stock Transfer & Trust Company, a New York
corporation, with offices at 17 Battery Place, New York, New York 10004 (―Warrant Agent‖).

WHEREAS, the Company has received a binding commitment from CS Capital USA, LLC (the ―Insider‖), to purchase an aggregate of
1,500,000 warrants (―Insider Warrants‖) pursuant to a Subscription Agreement dated as of November 9, 2007 (the ―Subscription Agreement‖);
and

WHEREAS, the Company is engaged in a public offering (―Public Offering‖) of units, each unit comprised of one Ordinary Share (as defined
below) and one Public Warrant (as defined below) (the ―Units‖) and, in connection therewith, has determined to issue and deliver up to (i)
4,600,000 Warrants (―Public Warrants‖) to the public investors, and (ii) 400,000 Warrants to EarlyBirdCapital, Inc. (―EBC‖) or its designees
(―Representative’s Warrants‖ and, together with the Public Warrants and Insider Warrants, the ―Warrants‖), each of such Warrants evidencing
the right of the holder thereof to purchase one ordinary share of the Company, par value $.0001 per share (―Ordinary Share‖), for $5.50, subject
to adjustment as described herein; and

WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, No. 333-147294
(―Registration Statement‖), for the registration, under the Securities Act of 1933, as amended (―Act‖) of, among other securities, the Warrants
and the Ordinary Shares issuable upon exercise of the Warrants; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in
connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and
exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the
Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Appointment of Warrant Agent . The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and
the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in
this Agreement.

2.   Warrants .

2.1. Form of Warrant . Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or President
and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose
facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant
before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.2. Effect of Countersignature . Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid
and of no effect and may not be exercised by the holder thereof.


                                                                      2
2.3.   Registration .

2.3.1. Warrant Register . The Warrant Agent shall maintain books (―Warrant Register‖), for the registration of original issuance and the
registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the
names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by
the Company.

2.3.2. Registered Holder . Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (―registered holder‖) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.4. Detachability of Warrants . The securities comprising the Units will not be separately transferable until 90 days after the date hereof
unless EBC informs the Company of its decision to allow earlier separate trading, but in no event will EBC allow separate trading of the
securities comprising the Units until the Company files a Current Report on Form 8-K which includes an audited balance sheet reflecting the
receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the exercise of the
Underwriters’ over-allotment option, if the over-allotment option is exercised prior to the filing of the Form 8-K.

2.5 Warrant Attributes . The Insider Warrants and Representative’s Warrants shall have the same terms and be in the same form as the Public
Warrants.


                                                                         3
3.     Terms and Exercise of Warrants

3.1. Warrant Price . Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the
provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the
price of $5.50 per whole share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term
―Warrant Price‖ as used in this Warrant Agreement refers to the price per share at which Ordinary Shares may be purchased at the time a
Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date.

3.2. Duration of Warrants . A Warrant may be exercised only during the period (―Exercise Period‖) commencing six months after the
consummation by the Company of a merger, capital stock exchange, asset acquisition or other similar business combination with an operating
company (―Business Combination‖) (as described more fully in the Registration Statement), and terminating at 5:00 p.m., New York City time
on the earlier to occur of (i) __________, 2013 and (ii) the Redemption Date as provided in Section 6.2 of this Agreement (―Expiration Date‖).
Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before
the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of
business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date.

3.3.    Exercise of Warrants .

3.3.1. Payment . Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent,
may be exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as
Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly
executed, and by paying in full the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, as follows:

                 (a)    in cash, good certified check or good bank draft payable to the order of the Company (or as otherwise agreed to by the
           Company);


                                                                        4
                   (b) in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all
         holders of Warrants to exercise such Warrants on a ―cashless basis,‖ by surrendering the Warrants for that number of 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 Warrant Price and the ―Fair Market Value‖ (defined below) by (y) the Fair Market Value; or

                  (c) with respect to any Insider Warrants, in the event that the Company has issued a notice of redemption pursuant to
         Section 6 hereof and so long as such Insider Warrants are held by the Insiders or their affiliates, on a cashless basis as described in
         Section 3.3.1(b).

Solely for purposes of this Section 3.3.1, the ―Fair Market Value‖ shall mean 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 holders of Warrant pursuant to
Section 6 hereof.

3.3.2. Issuance of Certificates . As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the
Warrant Price, the Company shall issue to the registered holder of such Warrant a certificate or certificates for the number of full Ordinary
Shares to which he is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been
exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant and shall
have no obligation to settle such Warrant exercise unless a registration statement under the Act with respect to the Ordinary Shares is effective,
subject to the Company’s satisfying its obligations under Section 7.4. In the event that a registration statement with respect to the Ordinary
Shares underlying a Warrant is not effective under the Act, the holder of such Warrant shall not be entitled to exercise such Warrant and such
Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise. Warrants
may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. In the event that a
registration statement is not effective for the exercised Public Warrants and Representative’s Warrants, the purchaser of a Unit containing such
Warrants will have paid the full purchase price for the Unit solely for the Ordinary Share included in such Unit.


                                                                         5
3.3.3. Valid Issuance . All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.

3.3.4. Date of Issuance . Each person in whose name any such certificate for Ordinary Shares is issued shall for all purposes be deemed to
have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price was
made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share
transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the share transfer books are open.

4.   Adjustments .

4.1. Stock Dividends - Split Ups . If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
Ordinary Shares is increased by a stock dividend payable in Ordinary Shares, or by a split up of Ordinary Shares, or other similar event, then,
on the effective date of such stock dividend, split up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall
be increased in proportion to such increase in outstanding Ordinary Shares.


                                                                        6
4.2. Aggregation of Shares . If after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding Ordinary Shares
is decreased by a consolidation, combination, reverse stock split or reclassification of Ordinary Shares or other similar event, then, on the
effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of Ordinary Shares issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.

4.3 Adjustments in Exercise Price . Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as
provided in Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the
Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable
immediately thereafter.

4.4. Replacement of Securities upon Reorganization, etc . In case of any reclassification or reorganization of the outstanding Ordinary Shares
(other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any
merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of
any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an
entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon
the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s)
immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by Section 4.1 or 4.2, then such
adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to
successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


                                                                        7
4.5. Notices of Changes in Warrant . Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a
Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth
in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address set forth
for such holder in the warrant register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such event.

4.6. No Fractional Shares . Notwithstanding any provision contained in this Warrant Agreement to the contrary, the Company shall not issue
fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up or
down to the nearest whole number the number of the Ordinary Shares to be issued to the Warrant holder.

4.7. Form of Warrant . The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to
this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may
deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


                                                                        8
5.   Transfer and Exchange of Warrants .

5.1. Registration of Transfer . The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old
Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from
time to time upon request.

5.2. Procedure for Surrender of Warrants . Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered holder
of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant
surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange
therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Warrants must also bear a restrictive legend.

5.3. Fractional Warrants . The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate for a fraction of a warrant.


                                                                       9
5.4.    Service Charges . No service charge shall be made for any exchange or registration of transfer of Warrants.

5.5. Warrant Execution and Countersignature . The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required
by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

6.     Redemption .

6.1. Redemption . Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the
Company, with the prior consent of EBC, at any time while they are exercisable and prior to their expiration, at the office of the Warrant
Agent, upon the notice referred to in Section 6.2, at the price of $.01 per Warrant (―Redemption Price‖), provided that the last sales price of the
Ordinary Shares has been at least $11.50 per share (subject to adjustment in accordance with Section 4 hereof), on each of twenty (20) trading
days within any thirty (30) trading day period ending on the third business day prior to the date on which notice of redemption is given. The
provisions of this Section 6.1 may not be modified, amended or deleted without the prior written consent of EBC.

6.2. Date Fixed for, and Notice of, Redemption . In the event the Company shall elect to redeem all of the Warrants, the Company shall fix a
date for the redemption (the ―Redemption Date‖). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than 30 days prior to the Redemption Date to the registered holders of the Warrants to be redeemed at their last addresses as they shall
appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given
whether or not the registered holder received such notice.


                                                                        10
6.3. Exercise After Notice of Redemption . The Warrants may be exercised, for cash (or on a ―cashless basis‖ in accordance with Section 3 of
this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the
Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their Warrants on a ―cashless basis‖
pursuant to Section 3, 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. On and after the Redemption Date, the record holder
of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.

6.4 Outstanding Warrants Only . The Company understands that the redemption rights provided by this Section 6 apply only to outstanding
Warrants. To the extent a person holds rights to purchase Warrants, such purchase rights shall not be extinguished by redemption of the
Warrants by the Company. However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon such
exercise, provided that the criteria for redemption are met, including the opportunity of the Warrant holder to exercise its Warrants prior to
redemption pursuant to Section 6.3. The provisions of this Section 6.4 may not be modified, amended or deleted without the prior written
consent of EBC.

7.   Other Provisions Relating to Rights of Holders of Warrants .

7.1. No Rights as Shareholder . A Warrant does not entitle the registered holder thereof to any of the rights of a shareholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

7.2. Lost, Stolen, Mutilated, or Destroyed Warrants . If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed.
Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Warrant shall be at any time enforceable by anyone.


                                                                        11
7.3. Reservation of Ordinary Shares . The Company shall at all times reserve and keep available a number of its authorized but unissued
Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

7.4. Registration of Ordinary Shares . The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts
to file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement,
for the registration, under the Act, of, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in
which the Warrants were initially offered by the Company, the Ordinary Shares issuable upon exercise of the Warrants. In either case, the
Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until
the expiration of the Warrants in accordance with the provisions of this Agreement. The provisions of this Section 7.4 may not be modified,
amended or deleted without the prior written consent of EBC.

8.     Concerning the Warrant Agent and Other Matters .

8.1. Payment of Taxes . The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or
the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or such shares.

8.2.    Resignation, Consolidation, or Merger of Warrant Agent .

8.2.1. Appointment of Successor Warrant Agent . The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the
Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant
Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in
writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his Warrant
for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of
New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the
Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having
its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust
powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company
shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to
such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


                                                                         12
8.2.2. Notice of Successor Warrant Agent . In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.

8.2.3. Merger or Consolidation of Warrant Agent . Any corporation into which the Warrant Agent may be merged or with which it may be
consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


                                                                      13
8.3.   Fees and Expenses of Warrant Agent .

8.3.1. Remuneration . The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.

8.3.2. Further Assurances . The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Agreement.

8.4.   Liability of Warrant Agent .

8.4.1. Reliance on Company Statement . Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the President or Chairman of the Board of the Company and delivered to the Warrant Agent.
The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this
Agreement.

8.4.2. Indemnity . The Warrant Agent shall be liable hereunder only for its own negligence, willful misconduct or bad faith. The Company
agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
negligence, willful misconduct, or bad faith.


                                                                      14
8.4.3. Exclusions . The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the
validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the
provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of
facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary
Shares will when issued be valid and fully paid and nonassessable.

8.5. Acceptance of Agency . The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of Ordinary
Shares through the exercise of Warrants.

9.   Miscellaneous Provisions .

9.1. Successors . All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.

9.2. Notices . Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Company with the Warrant Agent), as follows:

                           CS China Acquisition Corp.
                           4100 N.E. Second Avenue, Suite 318
                           Miami, Florida 33137
                           Attn: Chief Executive Officer


                                                                        15
Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on
the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent
with the Company), as follows:

                           Continental Stock Transfer & Trust Company
                           17 Battery Place
                           New York, New York 10004
                           Attn: Compliance Department

with a copy in each case to:

                           Graubard Miller
                           The Chrysler Building
                           405 Lexington Avenue
                           New York, New York 10174
                           Attn: David Alan Miller, Esq.

and

                           Greenberg Traurig
                           200 Park Avenue
                           New York, New York 10166
                           Attn: Robert Cohen, Esq.

and

                           EarlyBirdCapital, Inc.
                           275 Madison Avenue, Suite 1203
                           New York, New York 10016
                           Attn: David M. Nussbaum, Chairman


                                                                        16
9.3. Applicable Law . The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to
this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to be served
upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon
the Company in any action, proceeding or claim.

9.4. Persons Having Rights under this Agreement . Nothing in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
registered holders of the Warrants and, for the purposes of Sections 6.1, 6.4, 7.4 and 9.2 hereof, EBC, any right, remedy, or claim under or by
reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. EBC shall be deemed to be a
third-party beneficiary of this Agreement with respect to Sections 6.1, 6.4, 7.4 and 9.2 hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto (and EBC with respect to
the Sections 6.1, 6.4, 7.4 and 9.2 hereof) and their successors and assigns and of the registered holders of the Warrants.


                                                                        17
9.5. Examination of the Warrant Agreement . A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent
may require any such holder to submit his Warrant for inspection by it.

9.6. Counterparts . This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

9.7. Effect of Headings . The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.

9.8 Amendments . This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of
curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to
increase the Warrant Price or shorten the Exercise Period, shall require the written consent of the registered holders of a majority of the then
outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period
pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders.


                                                                       18
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


                                                                 CS CHINA ACQUISITION CORP.


                                                                 By:
                                                                        Name:
                                                                        Title:


                                                                 CONTINENTAL STOCK TRANSFER
                                                                 & TRUST COMPANY


                                                                 By:
                                                                        Name:
                                                                        Title:


                                                                  19
                                                           GRAUBARD MILLER
                                                        THE CHRYSLER BUILDING
                                                         405 LEXINGTON AVENUE
                                                       NEW YORK, NEW YORK 10174

                                                                                                                                   January 31, 2008

CS China Acquisition Corp.
4100 N.E. Second Avenue, Suite 318
Miami, Florida 33137

Dear Sirs:

          Reference is made to the Registration Statement on Form S-1 (―Registration Statement‖) filed by CS China Acquisition Corp.
(―Company‖), a Cayman Islands corporation, under the Securities Act of 1933, as amended (―Act‖), covering (i) an initial public offering of
4,000,000 Units, with each Unit consisting of one ordinary share of the Company (4,000,000 shares), par value $.0001 per share (the ―Ordinary
Shares‖), and one warrant (4,000,000 warrants) (―Warrants‖), each to purchase one Ordinary Share (4,000,000 Shares) to EarlyBirdCapital,
Inc., the representative of the underwriters (the ―Underwriters‖), (ii) up to 600,000 Units (the ―Over-Allotment Units‖) representing 600,000
Ordinary Shares and 600,000 Warrants (to purchase 600,000 Ordinary Shares), which the Underwriters will have a right to purchase from the
Company to cover over-allotments, if any, (iii) up to 400,000 Units (the ―Purchase Option Units‖) representing 400,000 Ordinary Shares and
400,000 Warrants (to purchase 400,000 Ordinary Shares), which the Underwriters will have the right to purchase (―Purchase Option‖) for their
own account or that of their designees, (iv) all Ordinary Shares and all Warrants issued as part of the Units, Over-Allotment Units and the
Purchase Option Units and (v) all Ordinary Shares issuable upon exercise of the Warrants included in the Units, Over-Allotment Units and
Purchase Option Units.

         We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the
opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the
authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed
appropriate, relied upon certain representations of certain officers and employees of the Company.

         Based upon the foregoing, we are of the opinion that each of the Purchase Option and Warrants and constitutes legal, valid and
binding obligations of the Company under the laws of the State of New York, enforceable against it in accordance with its terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of
creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies.

          We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to
all references made to us in the Registration Statement and in the Prospectus forming a part thereof. In giving this consent, we do not hereby
admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated
thereunder.


                                                                        Very truly yours,

                                                                        /s/ Graubard Miller


____________ ___, 2008

CS China Acquisition Corp.
4100 N.E. Second Avenue, Suite 318
Miami, Florida 33137

EarlyBirdCapital, Inc.
275 Madison Avenue, Suite 1203
New York, New York 10016

Re:   Initial Public Offering

Gentlemen:
The undersigned shareholder, officer and director of CS China Acquisition Corp. (―Company‖), in consideration of EarlyBirdCapital, Inc.
(―EBC‖) entering into a letter of intent (―Letter of Intent‖) to underwrite an initial public offering of the securities of the Company (―IPO‖) and
embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 15 hereof):

1. If the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Insider Shares beneficially
owned by him in accordance with the majority of the votes cast by the holders of the IPO Shares.

2. In the event that the Company fails to consummate a Business Combination within 18 months from the effective date (―Effective Date‖) of
the registration statement relating to the IPO, or within 30 months if certain criteria are met, as more fully described in such registration
statement, the undersigned will (i) cause the Trust Account (as defined in the Letter of Intent) to be liquidated and distributed to the holders of
IPO Shares and (ii) take all reasonable actions within his power to cause the Company to liquidate as soon as reasonably practicable. The
undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account and any remaining
net assets of the Company as a result of such liquidation with respect to his Insider Shares (―Claim‖) and hereby waives any Claim the
undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever. In the event of the liquidation of the Trust Account, the undersigned agrees to indemnify
and hold harmless the Company against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any
and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or
threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by any vendor or other person who is
owed money by the Company for services rendered or products sold or contracted for, or by any target business, but only to the extent
necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount in the Trust Account.
CS China Acquisition Corp.
EarlyBirdCapital, Inc.
____________ ___, 2008
Page 2

3. In order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire an operating business,
until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company and such time as the
undersigned ceases to be an officer or director of the Company, subject to any pre-existing fiduciary and contractual obligations the
undersigned might have.

4. The undersigned acknowledges and agrees that the Company will not consummate any Business Combination which involves a company
which is affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably
acceptable to EBC that the business combination is fair to the Company’s shareholders from a financial perspective.

5. Neither the undersigned, any member of the family of the undersigned, nor any affiliate (―Affiliate‖) of the undersigned will be entitled to
receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the
Business Combination; provided that commencing on the Effective Date, CS Capital USA, LLC (―Related Party‖), shall be allowed to charge
the Company $7,500 per month, representing an allocable share of Related Party’s overhead, to compensate it for the Company’s use of
Related Party’s offices, utilities and personnel. Related Party and the undersigned shall also be entitled to reimbursement from the Company for
their out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

6. Neither the undersigned, any member of the family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive or
accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any Affiliate of
the undersigned originates a Business Combination.
CS China Acquisition Corp.
EarlyBirdCapital, Inc.
____________ ___, 2008
Page 3
7. On the Effective Date, the undersigned will escrow the Insider Shares beneficially held by him until one year after the Company
consummates a Business Combination, subject to the terms of a Stock Escrow Agreement which the Company will enter into with the
undersigned and an escrow agent acceptable to the Company.

8. The undersigned agrees to be the Chairman of the Board and Chief Executive Officer of the Company until the earlier of the
consummation by the Company of a Business Combination and the liquidation of the Company. The undersigned’s biographical information
furnished to the Company and EBC and attached hereto as Exhibit A is true and accurate in all respects, does not omit any material information
with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation
S-K, promulgated under the Securities Act of 1933, as amended. The undersigned’s Questionnaire furnished to the Company and EBC and
annexed as Exhibit B hereto is true and accurate in all respects. The undersigned represents and warrants that:

                              (a) he is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or
stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

                            (b) he has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any
financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a
defendant in any such criminal proceeding; and

                            (c) he has never been suspended or expelled from membership in any securities or commodities exchange or
association or had a securities or commodities license or registration denied, suspended or revoked.

9. The undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement and to
serve as Chairman of the Board and Chief Executive Officer of the Company.

10. The undersigned hereby waives his right to exercise conversion rights or appraisal rights with respect to any Ordinary Shares of the
Company owned or to be owned by the undersigned, directly or indirectly, and agrees that he will not seek conversion or appraisal with respect
to such shares in connection with any vote to approve a Business Combination.
CS China Acquisition Corp.
EarlyBirdCapital, Inc.
____________ ___, 2008
Page 4

11. The undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Memorandum and Articles of
Association to extend the period of time in which the Company must consummate a Business Combination prior to its liquidation. Should such
a proposal be put before shareholders other than through actions by the undersigned, the undersigned hereby agrees to vote against such
proposal. This paragraph may not be modified or amended under any circumstances.

12. In the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are
insufficient to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not
to seek repayment for such expenses.

13. The undersigned authorizes any employer, financial institution, or consumer credit reporting agency to release to EBC and its legal
representatives or agents (including any investigative search firm retained by EBC) any information they may have about the undersigned’s
background and finances (―Information‖). Neither EBC nor its agents shall be violating the undersigned’s right of privacy in any manner in
requesting and obtaining the Information and the undersigned hereby releases them from liability for any damage whatsoever in that
connection.

14. This letter agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The undersigned
hereby (i) agrees that any action, proceeding or claim against his arising out of or relating in any way to this letter agreement (a ―Proceeding‖)
shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum and (iii) irrevocably agrees to appoint Graubard Miller as agent for the service of process in
the State of New York to receive, for the undersigned and on his behalf, service of process in any Proceeding. If for any reason such agent is
unable to act as such, the undersigned will promptly notify the Company and EBC and appoint a substitute agent acceptable to each of the
Company and EBC within 30 days and nothing in this letter will affect the right of either party to serve process in any other manner permitted
by law.
CS China Acquisition Corp.
EarlyBirdCapital, Inc.
____________ ___, 2008
Page 5

15. As used herein, (i) a ―Business Combination‖ shall mean a merger, capital stock exchange, asset acquisition or other similar business
combination with an operating business; (ii) ―Insiders‖ shall mean all officers, directors and shareholders of the Company immediately prior to
the IPO; (iii) ―Insider Shares‖ shall mean all of the Ordinary Shares of the Company acquired by an Insider prior to the IPO; (iv) ―Insider
Warrants‖ means the warrants being sold privately by the Company to certain of the Insiders; and (v) ―IPO Shares‖ shall mean the Ordinary
Shares issued in the Company’s IPO.


                                                                     Chien Lee
                                                                     Print Name of Insider


                                                                     Signature
Exhibit A
                      ____________ ___, 2008

CS China Acquisition Corp.
4100 N.E. Second Avenue, Suite 318
Miami, Florida 33137

EarlyBirdCapital, Inc.
275 Madison Avenue, Suite 1203
New York, New York 10016

Re:   Initial Public Offering

Gentlemen:

The undersigned shareholder, officer and director of CS China Acquisition Corp. (―Company‖), in consideration of EarlyBirdCapital, Inc.
(―EBC‖) entering into a letter of intent (―Letter of Intent‖) to underwrite an initial public offering of the securities of the Company (―IPO‖) and
embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 15 hereof):

1. If the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Insider Shares beneficially
owned by her in accordance with the majority of the votes cast by the holders of the IPO Shares.

2. In the event that the Company fails to consummate a Business Combination within 18 months from the effective date (―Effective Date‖) of
the registration statement relating to the IPO, or within 30 months if certain criteria are met, as more fully described in such registration
statement, the undersigned will (i) cause the Trust Account (as defined in the Letter of Intent) to be liquidated and distributed to the holders of
IPO Shares and (ii) take all reasonable actions within her power to cause the Company to liquidate as soon as reasonably practicable. The
undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account and any remaining
net assets of the Company as a result of such liquidation with respect to her Insider Shares (―Claim‖) and hereby waives any Claim the
undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever. In the event of the liquidation of the Trust Account, the undersigned agrees to indemnify
and hold harmless the Company against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any
and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or
threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by any vendor or other person who is
owed money by the Company for services rendered or products sold or contracted for, or by any target business, but only to the extent
necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount in the Trust Account.
CS China Acquisition Corp.
EarlyBirdCapital, Inc.
____________ ___, 2008
Page 2

3. In order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire an operating business,
until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company and such time as the
undersigned ceases to be an officer or director of the Company, subject to any pre-existing fiduciary and contractual obligations the
undersigned might have.

4. The undersigned acknowledges and agrees that the Company will not consummate any Business Combination which involves a company
which is affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably
acceptable to EBC that the business combination is fair to the Company’s shareholders from a financial perspective.

5. Neither the undersigned, any member of the family of the undersigned, nor any affiliate (―Affiliate‖) of the undersigned will be entitled to
receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the
Business Combination; provided that commencing on the Effective Date, CS Capital USA, LLC (―Related Party‖), shall be allowed to charge
the Company $7,500 per month, representing an allocable share of Related Party’s overhead, to compensate it for the Company’s use of
Related Party’s offices, utilities and personnel. Related Party and the undersigned shall also be entitled to reimbursement from the Company for
their out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

6. Neither the undersigned, any member of the family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive or
accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any Affiliate of
the undersigned originates a Business Combination.
CS China Acquisition Corp.
EarlyBirdCapital, Inc.
____________ ___, 2008
Page 3

7. On the Effective Date, the undersigned will escrow the Insider Shares beneficially held by her until one year after the Company
consummates a Business Combination, subject to the terms of a Stock Escrow Agreement which the Company will enter into with the
undersigned and an escrow agent acceptable to the Company.

8. The undersigned agrees to be the President, Chief Financial Officer, Secretary and a director of the Company until the earlier of the
consummation by the Company of a Business Combination and the liquidation of the Company. The undersigned’s biographical information
furnished to the Company and EBC and attached hereto as Exhibit A is true and accurate in all respects, does not omit any material information
with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation
S-K, promulgated under the Securities Act of 1933, as amended. The undersigned’s Questionnaire furnished to the Company and EBC and
annexed as Exhibit B hereto is true and accurate in all respects. The undersigned represents and warrants that:

                              (a) she is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or
stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

                            (b) she has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any
financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and she is not currently a
defendant in any such criminal proceeding; and

                            (c) she has never been suspended or expelled from membership in any securities or commodities exchange or
association or had a securities or commodities license or registration denied, suspended or revoked.

9. The undersigned has full right and power, without violating any agreement by which she is bound, to enter into this letter agreement and to
serve as President, Chief Financial Officer, Secretary and a director of the Company.

10. The undersigned hereby waives her right to exercise conversion rights or appraisal rights with respect to any Ordinary Shares of the
Company owned or to be owned by the undersigned, directly or indirectly, and agrees that she will not seek conversion or appraisal with
respect to such shares in connection with any vote to approve a Business Combination.
CS China Acquisition Corp.
EarlyBirdCapital, Inc.
____________ ___, 2008
Page 4

11. The undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Memorandum and Articles of
Association to extend the period of time in which the Company must consummate a Business Combination prior to its liquidation. Should such
a proposal be put before shareholders other than through actions by the undersigned, the undersigned hereby agrees to vote against such
proposal. This paragraph may not be modified or amended under any circumstances.

12. In the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are
insufficient to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not
to seek repayment for such expenses.

13. The undersigned authorizes any employer, financial institution, or consumer credit reporting agency to release to EBC and its legal
representatives or agents (including any investigative search firm retained by EBC) any information they may have about the undersigned’s
background and finances (―Information‖). Neither EBC nor its agents shall be violating the undersigned’s right of privacy in any manner in
requesting and obtaining the Information and the undersigned hereby releases them from liability for any damage whatsoever in that
connection.

14. This letter agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The undersigned
hereby (i) agrees that any action, proceeding or claim against her arising out of or relating in any way to this letter agreement (a ―Proceeding‖)
shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum and (iii) irrevocably agrees to appoint Graubard Miller as agent for the service of process in
the State of New York to receive, for the undersigned and on her behalf, service of process in any Proceeding. If for any reason such agent is
unable to act as such, the undersigned will promptly notify the Company and EBC and appoint a substitute agent acceptable to each of the
Company and EBC within 30 days and nothing in this letter will affect the right of either party to serve process in any other manner permitted
by law.

15. As used herein, (i) a ―Business Combination‖ shall mean a merger, capital stock exchange, asset acquisition or other similar business
combination with an operating business; (ii) ―Insiders‖ shall mean all officers, directors and shareholders of the Company immediately prior to
the IPO; (iii) ―Insider Shares‖ shall mean all of the Ordinary Shares of the Company acquired by an Insider prior to the IPO; (iv) ―Insider
Warrants‖ means the warrants being sold privately by the Company to certain of the Insiders; and (v) ―IPO Shares‖ shall mean the Ordinary
Shares issued in the Company’s IPO.

                                                                                  Sylvia Lee
                                                                                  Print Name of Insider




                                                                                  Signature
Exhibit A
____________ ___, 2008

CS China Acquisition Corp.
4100 N.E. Second Avenue, Suite 318
Miami, Florida 33137

EarlyBirdCapital, Inc.
275 Madison Avenue, Suite 1203
New York, New York 10016

Re:   Initial Public Offering

Gentlemen:

The undersigned shareholder, officer and director of CS China Acquisition Corp. (―Company‖), in consideration of EarlyBirdCapital, Inc.
(―EBC‖) entering into a letter of intent (―Letter of Intent‖) to underwrite an initial public offering of the securities of the Company (―IPO‖) and
embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 14 hereof):

1. If the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Insider Shares beneficially
owned by him in accordance with the majority of the votes cast by the holders of the IPO Shares.

2. In the event that the Company fails to consummate a Business Combination within 18 months from the effective date (―Effective Date‖) of
the registration statement relating to the IPO, or within 30 months if certain criteria are met, as more fully described in such registration
statement, the undersigned will (i) cause the Trust Account (as defined in the Letter of Intent) to be liquidated and distributed to the holders of
IPO Shares and (ii) take all reasonable actions within his power to cause the Company to liquidate as soon as reasonably practicable. The
undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account and any remaining
net assets of the Company as a result of such liquidation with respect to his Insider Shares (―Claim‖) and hereby waives any Claim the
undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever.
CS China Acquisition Corp.
EarlyBirdCapital, Inc.
____________ ___, 2008
Page 2

3. In order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire an operating business,
until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company and such time as the
undersigned ceases to be an officer or director of the Company, subject to any pre-existing fiduciary and contractual obligations the
undersigned might have.

4. The undersigned acknowledges and agrees that the Company will not consummate any Business Combination which involves a company
which is affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably
acceptable to EBC that the business combination is fair to the Company’s shareholders from a financial perspective.

5. Neither the undersigned, any member of the family of the undersigned, nor any affiliate (―Affiliate‖) of the undersigned will be entitled to
receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the
Business Combination; provided that the undersigned shall be entitled to reimbursement from the Company for his out-of-pocket expenses
incurred in connection with seeking and consummating a Business Combination.

6. Neither the undersigned, any member of the family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive or
accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any Affiliate of
the undersigned originates a Business Combination.

7. On the Effective Date, the undersigned will escrow the Insider Shares beneficially held him until one year after the Company consummates
a Business Combination, subject to the terms of a Stock Escrow Agreement which the Company will enter into with the undersigned and an
escrow agent acceptable to the Company.

8. The undersigned agrees to be the Executive Vice President and a director of the Company until the earlier of the consummation by the
Company of a Business Combination and the liquidation of the Company. The undersigned’s biographical information furnished to the
Company and EBC and attached hereto as Exhibit A is true and accurate in all respects, does not omit any material information with respect to
the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated
under the Securities Act of 1933, as amended. The undersigned’s Questionnaire furnished to the Company and EBC and annexed as Exhibit B
hereto is true and accurate in all respects. The undersigned represents and warrants that:
CS China Acquisition Corp.
EarlyBirdCapital, Inc.
____________ ___, 2008
Page 3

                              (a) he is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or
stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

                            (b) he has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any
financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a
defendant in any such criminal proceeding; and

                            (c) he has never been suspended or expelled from membership in any securities or commodities exchange or
association or had a securities or commodities license or registration denied, suspended or revoked.

9. The undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement and to
serve as Executive Vice President and a director of the Company.

10. The undersigned hereby waives his right to exercise conversion rights or appraisal rights with respect to any Ordinary Shares of the
Company owned or to be owned by the undersigned, directly or indirectly, and agrees that he will not seek conversion or appraisal with respect
to such shares in connection with any vote to approve a Business Combination.

11. The undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Memorandum and Articles of
Association to extend the period of time in which the Company must consummate a Business Combination prior to its liquidation. Should such
a proposal be put before shareholders other than through actions by the undersigned, the undersigned hereby agrees to vote against such
proposal. This paragraph may not be modified or amended under any circumstances.

12. The undersigned authorizes any employer, financial institution, or consumer credit reporting agency to release to EBC and its legal
representatives or agents (including any investigative search firm retained by EBC) any information they may have about the undersigned’s
background and finances (―Information‖). Neither EBC nor its agents shall be violating the undersigned’s right of privacy in any manner in
requesting and obtaining the Information and the undersigned hereby releases them from liability for any damage whatsoever in that
connection.
CS China Acquisition Corp.
EarlyBirdCapital, Inc.
____________ ___, 2008
Page 4

13. This letter agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The undersigned
hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a ―Proceeding‖)
shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum and (iii) irrevocably agrees to appoint Graubard Miller as agent for the service of process in
the State of New York to receive, for the undersigned and on his behalf, service of process in any Proceeding. If for any reason such agent is
unable to act as such, the undersigned will promptly notify the Company and EBC and appoint a substitute agent acceptable to each of the
Company and EBC within 30 days and nothing in this letter will affect the right of either party to serve process in any other manner permitted
by law.

14. As used herein, (i) a ―Business Combination‖ shall mean a merger, capital stock exchange, asset acquisition or other similar business
combination with an operating business; (ii) ―Insiders‖ shall mean all officers, directors and shareholders of the Company immediately prior to
the IPO; (iii) ―Insider Shares‖ shall mean all of the Ordinary Shares of the Company acquired by an Insider prior to the IPO; (iv) ―Insider
Warrants‖ means the warrants being sold privately by the Company to certain of the Insiders; and (v) ―IPO Shares‖ shall mean the Ordinary
Shares issued in the Company’s IPO.


                                                                                 Michael Zhang
                                                                                 Print Name of Insider


                                                                                 Signature
Exhibit A
                                          INVESTMENT MANAGEMENT TRUST AGREEMENT

This Agreement is made as of ___________, 2008 by and between CS China Acquisition Corp. (the ―Company‖) and Continental Stock
Transfer & Trust Company (―Trustee‖).

WHEREAS, the Company’s registration statement on Form S-1, No. 333-147294 (―Registration Statement‖), for its initial public offering of
securities (―IPO‖) has been declared effective as of the date hereof (―Effective Date‖) by the Securities and Exchange Commission (capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and

WHEREAS, EarlyBirdCapital, Inc. (―EBC‖) is acting as the representative of the underwriters in the IPO; and

WHEREAS, as described in the Registration Statement, and in accordance with the Company’s Memorandum and Articles of Association,
$31,360,000 of the gross proceeds of the IPO and sale of the Insider Warrants (as defined in the Registration Statement) ($35,944,000 if the
underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a trust account for the
benefit of the Company and the holders of the Company’s ordinary shares, par value $.0001 per share, issued in the IPO as hereinafter provided
(the amount to be delivered to the Trustee will be referred to herein as the ―Property‖; the shareholders for whose benefit the Trustee shall hold
the Property will be referred to as the ―Public Shareholders,‖ and the Public Shareholders and the Company will be referred to together as the
―Beneficiaries‖); and

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the
Trustee shall hold the Property;

IT IS AGREED:

1.    Agreements and Covenants of Trustee . The Trustee hereby agrees and covenants to:

(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (―Trust
Account‖) established by the Trustee;

(b)    Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

(c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States ―government securities‖
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open
ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the
Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940,
as determined by the Company;

                                                                        1
(d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the ―Property,‖ as such
term is used herein;

(e)   Notify the Company of all communications received by it with respect to any Property requiring action by the Company;

(f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;

(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;

(h) Render to the Company and EBC monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts
and disbursements of the Trust Account; and

(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(―Termination Letter‖), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the
Company by its President or Chairman of the Board and Secretary or Assistant Secretary and affirmed by counsel for the Company, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and
the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by
the 18-month anniversary of the closing (―Closing‖) of the IPO (―First Date‖), or the 30-month anniversary of the Closing (―Last Date‖) in the
event that a letter of intent, agreement in principle or definitive agreement for a Business Combination has been executed on or prior to the
First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with
the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the shareholders of record on the Last Date.
The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.

2.    Limited Distributions of Income from Trust Account .

(a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit C, the Trustee shall distribute to the Company the amount requested by the Company to cover any income tax obligation owed by the
Company;

                                                                        2
(b) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit D, the Trustee shall distribute to the Company the amount requested by the Company to cover expenses related to investigating and
selecting a target business and other working capital requirements; provided, however, that the aggregate amount of all such distributions shall
not exceed $1,050,000 and the Company will not be allowed to withdraw interest income earned on the trust account unless there is sufficient
funds available to pay the Company’s tax obligations on such interest income or otherwise then due at that time; and

(c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. Except as
provided in Section 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section
1(i) hereof.

(d) In all cases, the Company shall provide EBC with a copy of any Termination Letters and/or any other correspondence that it issues to the
Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.

3.   Agreements and Covenants of the Company. The Company hereby agrees and covenants to :

(a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board or President. In addition, except
with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on,
any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company shall promptly confirm such instructions in writing;

(b) Hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any
claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee's
gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in
writing of such claim (hereinafter referred to as the ―Indemnified Claim‖). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent
of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;

                                                                          3
(c) Pay the Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it being expressly understood that the Property shall not
be used to pay such fee). The Company shall pay the Trustee the initial acceptance fee and first annual fee at the consummation of the IPO and
thereafter on the anniversary of the Effective Date. The Trustee shall refund to the Company the fee (on a pro rata basis) with respect to any
period after the liquidation of the Trust Fund. The Company shall not be responsible for any other fees or charges of the Trustee except as may
be provided in paragraph 3(b) hereof (it being expressly understood that the Property shall not be used to make any payments to the Trustee
under such paragraph);

(d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee)
verifying the vote of the Company’s shareholders regarding such Business Combination; and

(e) In connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give the Trustee
disbursement instructions which would be prohibited under this Agreement.

4.    Limitations of Liability . The Trustee shall have no responsibility or liability to:

(a) Take any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability to
any party except for liability arising out of its own gross negligence or willful misconduct;

(b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

(c)   Change the investment of any Property, other than in compliance with paragraph 1(c);

(d)    Refund any depreciation in principal of any Property;

                                                                            4
(e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

(f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good
faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively and
shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee),
statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee, in good faith, to be genuine and
to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the
Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;

(g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the
Company or any other action taken by it is as contemplated by the Registration Statement; and

(h) File local, state and/or Federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on
the Property.

(i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and
that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account).

5.   Termination . This Agreement shall terminate as follows:

(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the
Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to
the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon
this Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days of
receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the
State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be
immune from any liability whatsoever; or

                                                                          5
(b) At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with
respect to Paragraph 3(b).

5.   Miscellaneous .

(a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. Upon receipt of written instructions, the Trustee will confirm such instructions with an Authorized
Individual at an Authorized Telephone Number listed on the attached Exhibit E. The Company and the Trustee will each restrict access to
confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has
reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee will rely upon account numbers or other identifying numbers of a beneficiary, beneficiary's bank or
intermediary bank, rather than names. The Trustee shall not be liable for any loss, liability or expense resulting from any error in an account
number or other identifying number, provided it has accurately transmitted the numbers provided.

(b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It may be executed in
several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

(c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Section 1(i) (which may not be amended under any circumstances), this Agreement or any provision hereof may only be changed, amended or
modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made
without the prior written consent of EBC. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party
waives the right to trial by jury.

(d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder.

                                                                         6
(e) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and
shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile
transmission:

if to the Trustee, to:

Continental Stock Transfer
& Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven G. Nelson
Fax No.: (212) 509-5150

if to the Company, to:

CS China Acquisition Corp.
4100 N.E. Second Avenue, Suite 318
Miami, Florida 33137
Attn: Chien Lee, Chairman
Fax No.: (___) ___-____

in either case with a copy to:

EarlyBirdCapital, Inc.
275 Madison Avenue, Suite 1203
New York, New York 10016
Attn: David M. Nussbaum, Chairman
Fax No.: (212) 269-3796

(f)   This Agreement may not be assigned by the Trustee without the prior consent of the Company.

(g) Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under
any circumstance. In the event that the Trustee has a claim against the Company under this Agreement, the Trustee will pursue such claim
solely against the Company and not against the Property held in the Trust Account.

(h)   Each of the Company and the Trustee hereby acknowledge that EBC is a third party beneficiary of this Agreement.

                                                                         7
IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


                                                               CONTINENTAL STOCK TRANSFER & TRUST
                                                               COMPANY, as Trustee


                                                               By:
                                                                      Name:
                                                                      Title:


                                                               CS CHINA ACQUISITION CORP.


                                                               By:
                                                                      Name:
                                                                      Title:

                                                                  8
                                                  SCHEDULE A

Fee Item                                                        Time and method of payment                         Amount
Initial acceptance fee                            Initial closing of IPO by wire transfer                      $        1,000
                                                  First year, initial closing of IPO by wire transfer;
                                                  thereafter on the anniversary of the effective date of the
Annual fee                                        IPO by wire transfer or check                                $        3,000
                                                  Deduction by Trustee from accumulated income
Transaction processing fee for disbursements to   following disbursement made to Company under Section
Company under Section 2                           2                                                            $          250

                                                          9
                                                                                                                                 EXHIBIT A

                                                         [Letterhead of Company]

                                                                [Insert date]

Continental Stock Transfer
& Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven Nelson

Re:   Trust Account No. - Termination Letter

Gentlemen:

Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between CS China Acquisition Corp. (―Company‖) and
Continental Stock Transfer & Trust Company (―Trustee‖), dated as of _________, 2008 (―Trust Agreement‖), this is to advise you that the
Company has entered into an agreement (―Business Agreement‖) with __________________ (―Target Business‖) to consummate a business
combination with Target Business (―Business Combination‖) on or about [insert date] . The Company shall notify you at least 48 hours in
advance of the actual date of the consummation of the Business Combination (―Consummation Date‖).

In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account to the effect that,
on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the
Company shall direct on the Consummation Date.

On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been
consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the
Company’s stockholders in connection with the Business Combination and (b) written instructions with respect to the transfer of the funds held
in the Trust Account (―Instruction Letter‖). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately
upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that
certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of
the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the
Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust
Agreement shall be terminated.

                                                                      10
In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not
notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day
immediately following the Consummation Date as set forth in the notice.


                                                                   Very truly yours,

                                                                   CS CHINA ACQUISITION CORP.


                                                                   By:
                                                                          Chien Lee, Chairman of the Board

                                                                   By:
                                                                          Sylvia Lee, Secretary

cc: EarlyBirdCapital, Inc.

                                                                     11
                                                                                                                                EXHIBIT B

                                                         [Letterhead of Company]

                                                                [Insert date]
Continental Stock Transfer
& Trust Company
17 Battery Place
New York, New York 10004
Attn:

Re:   Trust Account No. - Termination Letter

Gentlemen:

Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between CS China Acquisition Corp. (―Company‖) and
Continental Stock Transfer & Trust Company (―Trustee‖), dated as of ________, 2008 (―Trust Agreement‖), this is to advise you that the
Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s
Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO.

In accordance with the terms of the Trust Agree-ment, we hereby authorize you, to commence liquidation of the Trust Account as promptly as
practicable to stockholders of record on the Last Date (as defined in the Trust Agreement). You will notify the Company in writing as to when
all of the funds in the Trust Account will be available for immediate transfer (―Transfer Date‖) in accordance with the terms of the Trust
Agreement and the Memorandum and Articles of Association of the Company. You shall commence distribution of such funds directly to the
Company’s shareholders (other than with respect to the initial shares, as defined in the Company’s Prospectus, dated ________, 2008) in
accordance with the terms of the Trust Agreement and the Memorandum and Articles of Association of the Company and you shall oversee the
distribution of the funds. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be
terminated.


                                                                   Very truly yours,

                                                                   CS CHINA ACQUISITION CORP.


                                                                   By:
                                                                          Chien Lee, Chairman of the Board

                                                                   By:
                                                                          Sylvia Lee, Secretary

cc: EarlyBirdCapital, Inc.

                                                                     12
                                                                                                                                 EXHIBIT C

                                                         [Letterhead of Company]

                                                                [Insert date]

Continental Stock Transfer
& Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven Nelson

Re:   Trust Account No.

Gentlemen:

Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between CS China Acquisition Corp. (―Company‖) and
Continental Stock Transfer & Trust Company (―Trustee‖), dated as of ___________, 2008 (―Trust Agreement‖), the Company hereby requests
that you deliver to the Company $_______ of the income earned on the Property as of the date hereof. The Company needs such funds to pay
for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are
hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at:

[WIRE INSTRUCTION INFORMATION]


                                                                   CS CHINA ACQUISITION CORP.


                                                                   By:
                                                                           Chien Lee, Chairman of the Board

                                                                   By:
                                                                           Sylvia Lee, Secretary

cc: EarlyBirdCapital, Inc.

                                                                     13
                                                                                                                                  EXHIBIT D



[Letterhead of Company]

[Insert date]

Continental Stock Transfer
& Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven Nelson

Re:   Trust Account No.

Gentlemen:

Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between CS China Acquisition Corp. (―Company‖) and
Continental Stock Transfer & Trust Company (―Trustee‖), dated as of __________, 2008 (―Trust Agreement‖), the Company hereby requests
that you deliver to the Company $_______ of the income earned on the Property as of the date hereof, which does not exceed, in the aggregate
with all such prior disbursements pursuant to paragraph 2(b), if any, the maximum amount set forth in paragraph 2(b). The Company needs
such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance
with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:

[WIRE INSTRUCTION INFORMATION]

                                                                    Very truly yours,

                                                                    CS CHINA ACQUISITION CORP.


                                                                    By:
                                                                            Chien Lee, Chairman of the Board

                                                                    By:
                                                                            Sylvia Lee, Secretary

cc: EarlyBirdCapital, Inc.

                                                                      14
                                                                EXHIBIT E

AUTHORIZED INDIVIDUAL(S)                  AUTHORIZED
FOR TELEPHONE CALL BACK                   TELEPHONE NUMBER(S)

Company:

CS China Acquisition Corp.
4100 N.E. Second Avenue, Suite 318
Miami, Florida 33137
Attn: Chien Lee, Chairman                 (305) 576-1600

Trustee:

Continental Stock Transfer
& Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven G. Nelson, Chairman          (212) 845-3200

                                     15
                                                      STOCK ESCROW AGREEMENT

STOCK ESCROW AGREEMENT, dated as of ________, 2008 (―Agreement‖), by and among CS CHINA ACQUISITION CORP., a Cayman
Islands corporation (―Company‖), CHIEN LEE, SYLVIA LEE and MICHAEL ZHANG (collectively ―Initial Shareholders‖) and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (―Escrow Agent‖).

WHEREAS, the Company has entered into an Underwriting Agreement, dated ___________, 2008 (―Underwriting Agreement‖), with
EarlyBirdCapital, Inc. (―EBC‖) acting as representative of the several underwriters (collectively, the ―Underwriters‖), pursuant to which,
among other matters, the Underwriters have agreed to purchase 4,000,000 units (―Units‖) of the Company. Each Unit consists of one ordinary
share of the Company, par value $.0001 per share (―Ordinary Shares‖), and one Warrant, each Warrant to purchase one Ordinary Share, all as
more fully described in the Company’s final Prospectus, dated _________, 2008 (―Prospectus‖) comprising part of the Company’s Registration
Statement on Form S-1 (File No. 333-147294) under the Securities Act of 1933, as amended (―Registration Statement‖), declared effective on
_______, 2008 (―Effective Date‖).

WHEREAS, the Initial Shareholders have agreed as a condition of the sale of the Units to deposit their Ordinary Shares of the Company, as set
forth opposite their respective names in Exhibit A attached hereto (collectively ―Escrow Shares‖), in escrow as hereinafter provided.

WHEREAS, the Company and the Initial Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and
disbursed as hereinafter provided.

IT IS AGREED:

1. Appointment of Escrow Agent . The Company and the Initial Shareholders hereby appoint the Escrow Agent to act in accordance with and
subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject
to such terms.

2. Deposit of Escrow Shares . On or before the Effective Date, each of the Initial Shareholders shall deliver to the Escrow Agent certificates
representing his respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial
Shareholder acknowledges that the certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under
this Agreement.

3.   Disbursement of the Escrow Shares .

3.1 The Escrow Agent shall hold the Escrow Shares until one year after the consummation of a business combination (the ―Escrow Period‖),
on which date, upon written instructions from each Initial Shareholder, the Escrow Agent shall disburse such amount of each Initial
Shareholder’s Escrow Shares (and any applicable stock power) to such Initial Shareholder; provided, however, that if the Escrow Agent is
notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the
Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided, however, that if the Underwriters do not
exercise their over-allotment option to purchase an additional 600,000 Units of the Company within 45 days of the date of the Prospectus (as
described in the Underwriting Agreement), the Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at
no cost, the number of Escrow Shares held by each Initial Shareholder determined by multiplying (a) the product of (i) 150,000, multiplied by
(ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each Initial Shareholder, and (y) the denominator of which is
the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 600,000 minus the number of shares of Common Stock
purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 600,000; provided further,
however, that if, within one year after the Company consummates a Business Combination (as such term is defined in the Registration
Statement), the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction
which results in all of the shareholders of such entity having the right to exchange their Ordinary Shares for cash, securities or other property,
then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, President or other authorized officer of the
Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated, release the Escrow
Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow
Shares in accordance with this Section 3.
3.2 If the Company consummates a Business Combination in which holders of more than 20% of the Ordinary Shares sold in the IPO
exercise the right to redeem their shares for cash (as described more fully in the Prospectus), the Escrow Agent shall, upon receipt of written
instructions from the Company, return to the Company for cancellation the number of Escrow Shares which results in the Initial Shareholders
collectively owning no more than 23.81% of the Company’s outstanding Ordinary Shares immediately prior to the consummation of such
Business Combination (without giving effect to any Ordinary Shares that might be issued in connection with the Business Combination). Such
instructions shall set forth both the number of Ordinary Shares being redeemed for cash and the number of Escrow Shares to be delivered to the
Company for cancellation.

4.   Rights of Initial Shareholders in Escrow Shares .

4.1 Voting Rights as a Shareholder . Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided,
the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow Period, including, without limitation,
the right to vote such shares.

4.2 Dividends and Other Distributions in Respect of the Escrow Shares . During the Escrow Period, all dividends payable in cash with respect
to the Escrow Shares shall be paid to the Initial Shareholders, but all dividends payable in stock or other non-cash property (―Non-Cash
Dividends‖) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term ―Escrow Shares‖
shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

                                                                        2
4.3 Restrictions on Transfer . During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the Escrow Shares
except (i) to an entity’s members upon its liquidation, (ii) by bona fide gift to a member of an Initial Shareholder’s immediate family or to a
trust, the beneficiary of which is an Initial Shareholder or a member of an Initial Shareholder’s immediate family, (iii) by virtue of the laws of
descent and distribution upon death of any Initial Shareholder, (iv) pursuant to a qualified domestic relations order or (v) by private sales of the
Escrow Shares made at or prior to the consummation of a Business Combination at prices no greater than the price at which the shares were
originally purchased; provided, however, that such permissive transfers may be implemented only upon the respective transferee’s written
agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter signed by the Initial Shareholder transferring the
Escrow Shares. During the Escrow Period, the Initial Shareholders shall not pledge or grant a security interest in the Escrow Shares or grant a
security interest in their rights under this Agreement.

4.4 Insider Letters . Each of the Initial Shareholders has executed a letter agreement with EBC and the Company, dated as indicated on
Exhibit A hereto, and which is filed as an exhibit to the Registration Statement (―Insider Letter‖), respecting the rights and obligations of such
Initial Shareholder in certain events, including but not limited to the liquidation of the Company.

5.   Concerning the Escrow Agent .

5.1 Good Faith Reliance . The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its
own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due
execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall
not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing
delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall
have given its prior written consent thereto.

5.2 Indemnification . The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including
counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any
claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the
Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent.
Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the
Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion,
may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it
may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final, non
appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Shares
are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged
pursuant to Sections 5.5 or 5.6 below.

                                                                         3
5.3 Compensation . The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it
hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the
administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or
other governmental charges.

5.4 Further Assurances . From time to time on and after the date hereof, the Company and the Initial Shareholders shall deliver or cause to be
delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent
shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to
assure itself that it is protected in acting hereunder.

5.5 Resignation . The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the
other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective
at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Shares held hereunder.
If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may
deposit the Escrow Shares with any court it reasonably deems appropriate.

5.6 Discharge of Escrow Agent . The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested
in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance
of appointment by a successor escrow agent as provided in Section 5.5.

5.7 Liability . Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own
gross negligence or its own willful misconduct.

6.   Miscellaneous .

6.1 Governing Law . This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws
of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of
another jurisdiction.

                                                                         4
6.2 Third Party Beneficiaries . Each of the Initial Shareholders hereby acknowledges that the Underwriters are third party beneficiaries of this
Agreement and this Agreement may not be modified or changed without the prior written consent of EBC.

6.3 Entire Agreement . This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and,
except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the charged.

6.4 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation thereof.

6.5 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal
representatives, successors and assigns.

6.6 Notices . Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered
personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall
be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows:

If to the Company, to:

CS China Acquisition Corp.
4100 N.E. Second Avenue, Suite 318
Miami, Florida 33137
Attn: Chien Lee, Chairman

If to a Shareholder, to his address set forth in Exhibit A.

and if to the Escrow Agent, to:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: Chairman

                                                                          5
A copy of any notice sent hereunder shall be sent to:

EarlyBirdCapital, Inc.
275 Madison Avenue, Suite 1203
New York, New York 10016
Attn: David M. Nussbaum, Chairman

and:

                           Graubard Miller
                           The Chrysler Building
                           405 Lexington Avenue
                           New York, New York 10174
                           Attn: David Alan Miller, Esq.

and:

                           Greenberg Traurig
                           200 Park Avenue
                           New York, New York 10166
                           Attn: Robert Cohen, Esq.

The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any
such change in the manner provided herein for giving notice.

6.7 Liquidation of the Company . The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the
Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus.

                                                                      6
WITNESS the execution of this Agreement as of the date first above written.


                                                                 CS CHINA ACQUISITION CORP.


                                                                 By:



                                                                   INITIAL SHAREHOLDERS:


                                                                             Chien Lee


                                                                           Sylvia Lee


                                                                           Michael Zhang


                                                                   CONTINENTAL STOCK TRANSFER
                                                                   & TRUST COMPANY


                                                                   By:
                                                                             Name:
                                                                             Title:

                                                                       7
                                       EXHIBIT A

Name and Address of                  Number                  Stock                  Date of
Initial Shareholder                  of Shares        Certificate Number         Insider Letter

Chien Lee
CS China Acquisition Corp.
4100 N.E. Second Avenue, Suite 318
Miami, Florida 33137                        517,500                        1   ____________, 2008

Sylvia Lee
CS China Acquisition Corp.
4100 N.E. Second Avenue, Suite 318
Miami, Florida 33137                        517,500                        2   ____________, 2008

Michael Zhang
CS China Acquisition Corp.
4100 N.E. Second Avenue, Suite 318
Miami, Florida 33137                        115,000                        3   ____________, 2008

                                            8
                                                    CS CHINA ACQUISITION CORP.

                _____________ ___, 2008

CS Capital USA, LLC
4100 N.E. Second Avenue, Suite 318
Miami, Florida 33137

Gentlemen:

This letter will confirm our agreement that, commencing on the effective date (―Effective Date‖) of the registration statement for the initial
public offering (―IPO‖) of the securities of CS China Acquisition Corp. (―CSC‖) and continuing until the earlier of the consummation by CSC
of a ―Business Combination‖ (as described in CSC’s IPO prospectus) or CSC’s liquidation (the ―Termination Date‖), CS Capital USA, LLC
shall make available to CSC certain office and secretarial services as may be required by CSC from time to time, situated at 4100 N.E. Second
Avenue, Suite 318, Miami, Florida 33137. In exchange therefore, CSC shall pay CS Capital USA, LLC the sum of $7,500 per month on the
Effective Date and continuing monthly thereafter until the Termination Date.

                                                                    Very truly yours,

                                                                    CS CHINA ACQUISITION CORP.


                                                                    By:
                                                                           Name:
                                                                           Title:

AGREED TO AND ACCEPTED BY:

CS CAPITAL USA, LLC


By:
      Name:
      Title:
                                                              PROMISSORY NOTE

$125,000                                                                                                                    As of October 15, 2007

         CS China Acquisition Corp. (―Maker‖) promises to pay to the order of Chien and Sylvia Lee (―Payee‖) the principal sum of One
Hundred Twenty-Five Thousand Dollars and No Cents ($125,000) in lawful money of the United States of America, on the terms and
conditions described below.

        1. Principal . The principal balance of this Note shall be repayable on the earlier of (i) October 15, 2008 or (ii) the date on which
Maker consummates an initial public offering of its securities.

         2.   Interest . No interest shall accrue on the unpaid principal balance of this Note.

         3. Application of Payments . All payments shall be applied first to payment in full of any costs incurred in the collection of any sum
due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges and finally to the
reduction of the unpaid principal balance of this Note.

         4.   Events of Default . The following shall constitute Events of Default:

                    (a) Failure to Make Required Payments . Failure by Maker to pay the principal of this Note within five (5) business days
following the date when due.

                     (b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as
now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other
similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors,
or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of
the foregoing.

                    (c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in
respect of maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or
state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any
such decree or order unstayed and in effect for a period of 60 consecutive days.
         5.   Remedies .

                   (a) Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare
this Note to be due and payable, whereupon the principal amount of this Note, and all other amounts payable thereunder, shall become
immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived,
anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

                     (b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and
all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action
on the part of Payee.

          6. Waivers . Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice
of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee
under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or
personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for
any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied
upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in
part in any order desired by Payee.

         7. Unconditional Liability . Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or
enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by
Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the
payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors, or sureties may become parties hereto
without notice to them or affecting their liability hereunder.

         8. Notices . Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii)
personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv)
sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in
accordance with this Section:

         If to Maker:

                  CS China Acquisition Corp.
                  4100 N.E. Second Avenue, Suite 318
                  Miami, Florida 33137
                  Attn.: Chief Executive Officer
         If to Payee:

                  Chien Lee and Sylvia Lee
                  CS China Acquisition Corp.
                  4100 N.E. Second Avenue, Suite 318
                  Miami, Florida 33137

Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission
confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected
on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.

         9. Construction . This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict
of laws, of the State of New York.

          10. Severability . Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

        IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its President the
day and year first above written.


                                                                     CS CHINA ACQUISITION CORP.


                                                                     By:
                                                                             Name: Michael Zhang
                                                                             Title: Executive Vice President
                                                  REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT (this ― Agreement ‖) is entered into as of the ____ day of _______, 2008, by and
among CS China Acquisition Corp., a Cayman Islands limited life exempted company (the ― Company ‖) and the undersigned parties listed
under Investor on the signature page hereto (each, an ―Investor‖ and collectively, the ― Investors ‖).

       WHEREAS, the Investors currently hold all of the outstanding Ordinary Shares of the Company issued prior to the consummation of
the Company’s initial public offering (the ― Initial Shares ‖);

       WHEREAS, an affiliate of two of the Investors is privately purchasing 1,500,000 warrants simultaneously with the consummation of
the Company’s initial public offering (the ― Insider Warrants ‖);

          WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to
the registration of the Initial Shares and the Insider Warrants;

        NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

         1.   DEFINITIONS . The following capitalized terms used herein have the following meanings:

         ― Agreement ‖ means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

         ― Business Combination ‖ means the acquisition of direct or indirect ownership through a merger, capital stock exchange or asset
acquisition or other similar type of transaction, of an operating business in the renewal energy industry having a fair market value of at least
80% of the Company’s net assets at the time of such acquisition.

         ― Commission ‖ means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act
or the Exchange Act.

         ― Ordinary Shares ‖ means the Ordinary Shares, par value $0.0001 per share, of the Company.

         ― Company ‖ is defined in the preamble to this Agreement.

         ― Demand Registration ‖ is defined in Section 2.1.1.

         ― Demanding Holder ‖ is defined in Section 2.1.1.

        ― Exchange Act ‖ means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at the time.
         ― Form S-3 ‖ is defined in Section 2.3.

         ― Indemnified Party ‖ is defined in Section 4.3.

         ― Indemnifying Party ‖ is defined in Section 4.3.

         ― Initial Shares ‖ is defined in the preamble to this Agreement.

         ― Insider Warrants ‖ is defined in the preamble to this Agreement.

         ― Investor ‖ is defined in the preamble to this Agreement.

         ― Investor Indemnified Party ‖ is defined in Section 4.1.

         ― Maximum Number of Shares ‖ is defined in Section 2.1.4.

         ― Notices ‖ is defined in Section 6.3.

         ― Option Securities ‖ is defined in Section 2.1.4.

         ― Piggy-Back Registration ‖ is defined in Section 2.2.1.

         ― Register ,‖ ― Registered ‖ and ― Registration ‖ mean a registration effected by preparing and filing a registration statement or
similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective.

          ― Registrable Securities ‖ means (i) all of the Initial Shares or (ii) all of the Insider Warrants (and underlying Ordinary Shares) owned
or held by Investors upon consummation of the Company’s initial public offering. Registrable Securities include any warrants, shares of capital
stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such
Initial Shares and Insider Warrants (and underlying Ordinary Shares). As to any particular Registrable Securities, such securities shall cease to
be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement;
(b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have
been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such
securities shall have ceased to be outstanding, or (d) the Securities and Exchange Commission makes a definitive determination to the
Company that the Registrable Securities are saleable under Rule 144(k).

          ― Registration Statement ‖ means a registration statement filed by the Company with the Commission in compliance with the
Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8,
or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another
entity).
       ― Release Date ‖ means the date on which Ordinary Shares are disbursed from escrow pursuant to Section 3 of that certain Stock
Escrow Agreement dated as of ___________, 2008 by and among the parties hereto and Continental Stock Transfer & Trust Company.

        ― Securities Act ‖ means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.

          ― Underwriter ‖ means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not
as part of such dealer’s market-making activities.

         ― Unit Purchase Option ‖ is defined in Section 2.1.4.

         2.    REGISTRATION RIGHTS .

         2.1   Demand Registration .

          2.1.1 Request for Registration . At any time and from time to time on or after the date that is (i) in the case of the Insider Warrants (or
underlying Ordinary Shares), after the Company consummates a Business Combination or (ii) in the case of the Initial Shares, three months
prior to the Release Date, the holders of a majority-in-interest of such Insider Warrants (or underlying Ordinary Shares), Initial Shares or other
Registrable Securities, as the case may be, may make a written demand for registration under the Securities Act of all or part of their Insider
Warrants (or underlying Ordinary Shares), Initial Shares or other Registrable Securities, as the case may be (a ― Demand Registration ‖). Any
demand for a Demand Registration shall specify the type and number of Registrable Securities proposed to be sold and the intended method(s)
of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities
who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of
Registrable Securities in such registration, a ― Demanding Holder ‖) shall so notify the Company within fifteen (15) days after the receipt by
the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities
included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to
effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

         2.1.2 Effective Registration . A registration will not count as a Demand Registration until the Registration Statement filed with the
Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations
under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the
offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or
any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been
declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a
majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall not be
obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is
terminated.
          2.1.3 Underwritten Offering . If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as
part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall
be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration shall
be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the
underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such
underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such
underwriting by a majority-in-interest of the holders initiating the Demand Registration.

          2.1.4 Reduction of Offering . If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten
offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities
which the Demanding Holders desire to sell, taken together with all other Ordinary Shares or other securities which the Company desires to sell
and the Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held
by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold
in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of
such offering (such maximum dollar amount or maximum number of shares, as applicable, the ― Maximum Number of Shares ‖), then the
Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the
Demanding Holders (pro rata in accordance with the number of shares that each such Person has requested be included in such registration,
regardless of the number of shares held by each such Person (such proportion is referred to herein as ― Pro Rata ‖)) that can be sold without
exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the
foregoing clause (i), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii),
the Ordinary Shares or other securities registrable pursuant to the terms of the Unit Purchase Option to be issued to EarlyBirdCapital, Inc. or its
designees in connection with the Company’s initial public offering on ______, 2008 (the ― Unit Purchase Option ‖ and such registrable
securities, the ― Option Securities ‖) as to which "piggy-back" registration has been requested by the holders thereof, Pro Rata, that can be sold
without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares have not been reached
under the foregoing clauses (i), (ii), and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is
obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum
Number of Shares.

         2.1.5 Withdrawal . If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled
to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from
such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the
effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of
the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a
Demand Registration provided for in Section 2.1.
         2.2   Piggy-Back Registration .

          2.2.1 Piggy-Back Rights . If at any time on or after the date the Company consummates a Business Combination the Company
proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of
the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1),
other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or
offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the
Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of
Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall
describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed
managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the
opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days
following receipt of such notice (a ― Piggy-Back Registration ‖). The Company shall cause such Registrable Securities to be included in such
registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the
Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the
Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an
Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for
such Piggy-Back Registration.

          2.2.2 Reduction of Offering . If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an
underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of Ordinary
Shares which the Company desires to sell, taken together with Ordinary Shares, if any, as to which registration has been demanded pursuant to
written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which
registration has been requested under this Section 2.2, and the Ordinary Shares, if any, as to which registration has been requested pursuant to
the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the
Company shall include in any such registration:

                                               a) If the registration is undertaken for the Company’s account: (A) first, the Ordinary Shares or
                  other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B)
                  second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary
                  Shares or other securities, if any, comprised of Registrable Securities and Option Securities, as to which registration has been
                  requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that
                  can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of
                  shares has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other securities for the account
                  of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with
                  such persons and that can be sold without exceeding the Maximum Number of Shares;
                             b) If the registration is a ―demand‖ registration undertaken at the demand of holders of Option
Securities, (A) first, the Ordinary Shares or other securities for the account of the demanding persons, Pro Rata, that can be
sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company desires to sell that
can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (A) and (B), the shares of Registrable Securities, Pro Rata, as to which
registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of
Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A), (B) and (C), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to
register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum
Number of Shares; and

                              c) If the registration is a ―demand‖ registration undertaken at the demand of persons other than
either the holders of Registrable Securities or of Option Securities, (A) first, the Ordinary Shares or other securities for the
account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or
other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C)
third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B),
collectively the Ordinary Shares or other securities comprised of Registrable Securities and Option Securities, Pro Rata, as to
which registration has been requested pursuant to the terms hereof and of the Unit Purchase Option, as applicable, that can be
sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities for the account of
other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that
can be sold without exceeding the Maximum Number of Shares.
         2.2.3 Withdrawal . Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the
Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant
to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with
such Piggy-Back Registration as provided in Section 3.3.

          2.2.4 Registrations on Form S-3 . The holders of Registrable Securities may at any time and from time to time, request in writing
that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may
be available at such time (― Form S-3 ‖); provided, however, that the Company shall not be obligated to effect such request through an
underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all
other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or
holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities
of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days
after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such
registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities,
together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities
and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3
shall not be counted as Demand Registrations effected pursuant to Section 2.1.

         3.   REGISTRATION PROCEDURES .

         3.1 Filings; Information . Whenever the Company is required to effect the registration of any Registrable Securities pursuant to
Section 2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the
intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

          3.1.1 Filing Registration Statement . The Company shall use its best efforts to, as expeditiously as possible after receipt of a request
for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the
Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all
Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts
to cause such Registration Statement to become effective and use its best efforts to keep it effective for the period required by Section 3.1.3;
provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back
Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in
each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer or Vice Chairman of the Company
stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its
shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right
to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration
hereunder.
          3.1.2 Copies . The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto,
furnish without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each
preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any
such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.

          3.1.3 Amendments and Supplements . The Company shall prepare and file with the Commission such amendments, including
post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be
necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable
Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of
distribution set forth in such Registration Statement or such securities have been withdrawn.

         3.1.4 Notification . After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2)
business days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall
further notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of
the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement
becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions
required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or
supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event
requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities
covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of
Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the
Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference,
the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such
holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a
reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or
prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel
shall object.
         3.1.5 State Securities Laws Compliance . The Company shall use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or ―blue sky‖ laws of such jurisdictions in the United States as the holders of
Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such
action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other
governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things
that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the
disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally
to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any
such jurisdiction.

         3.1.6 Agreements for Disposition . The Company shall enter into customary agreements (including, if applicable, an underwriting
agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for
the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities
included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make
any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing,
authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and
with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration
Statement.

         3.1.7 Cooperation . The principal executive officer of the Company, the principal financial officer of the Company, the principal
accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering
of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with
respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys,
accountants and potential investors.

         3.1.8 Records . The Company shall make available for inspection by the holders of Registrable Securities included in such
Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or
other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and
other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due
diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them in
connection with such Registration Statement.
         3.1.9 Opinions and Comfort Letters . The Company shall furnish to each holder of Registrable Securities included in any
Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any
Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal
opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration
Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration
Statement containing such prospectus has been declared effective and that no stop order is in effect.

         3.1.10 Earnings Statement . The Company shall comply with all applicable rules and regulations of the Commission and the
Securities Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months,
which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

         3.1.11 Listing . The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on
such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or
designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable
Securities included in such registration.

         3.2 Obligation to Suspend Distribution . Upon receipt of any notice from the Company of the happening of any event of the kind
described in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the
Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all
―insiders‖ covered by such program to transact in the Company’s securities because of the existence of material non-public information, each
holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant
to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus
contemplated by Section 3.1.4(iv) or the restriction on the ability of ―insiders‖ to transact in the Company’s securities is removed, as
applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then
in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

          3.3 Registration Expenses . The Company shall bear all costs and expenses incurred in connection with any Demand Registration
pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section
2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with
securities or ―blue sky‖ laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable
Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers
and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11;
(vi) National Association of Securities Dealers, Inc. fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for
independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions
or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company in
connection with such registration and (ix) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the
Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling
commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions
shall be borne by such holders. Additionally, in an underwritten offering, all selling shareholders and the Company shall bear the expenses of
the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.
        3.4 Information . The holders of Registrable Securities shall provide such information as may reasonably be requested by the
Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and
supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in
connection with the Company’s obligation to comply with Federal and applicable state securities laws.

         4.   INDEMNIFICATION AND CONTRIBUTION .

          4.1 Indemnification by the Company . The Company agrees to indemnify and hold harmless each Investor and each other holder of
Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each
person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) (each, an ― Investor Indemnified Party ‖), from and against any expenses, losses, judgments, claims,
damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material
fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to
such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or
regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with
any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses
reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment,
claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense,
loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged
omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or
supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use
therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members
and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this
Section 4.1.
          4.2 Indemnification by Holders of Registrable Securities . Each selling holder of Registrable Securities will, in the event that any
registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder,
indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling holder and
each other person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses,
claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any
Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration
Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or
necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its
directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in
connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations
hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.

           4.3 Conduct of Indemnification Proceedings . Promptly after receipt by any person of any notice of any loss, claim, damage or
liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the ―Indemnified Party‖) shall,
if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the ― Indemnifying
Party ‖) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to
notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such
Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified
Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be
entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of
the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its
election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any
legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of
investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants,
the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified
Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the
Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based
upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party,
consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified
Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or
settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.
         4.4   Contribution .

          4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect
of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in
such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the
actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The
relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such
Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

          4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by
pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the
immediately preceding Section 4.4.1.

         4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the
immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by
such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section
4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after
payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities
which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
         5.   UNDERWRITING AND DISTRIBUTION .

          5.1 Rule 144 . The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the
Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.

         6.   MISCELLANEOUS .

          6.1 Other Registration Rights . Except with respect to those securities issued or issuable upon exercise of that certain Unit Purchase
Option to be issued to EarlyBirdCapital, Inc. or its designees in connection with the Company’s initial public offering in _________ 2008, the
Company represents and warrants that no person, other than a holder of the Registrable Securities, has any right to require the Company to
register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital stock in any registration filed by the
Company for the sale of shares of capital stock for its own account or for the account of any other person.

          6.2 Assignment; No Third Party Beneficiaries . This Agreement and the rights, duties and obligations of the Company hereunder
may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of
Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the
extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall
inure to the benefit of each of the parties, to EarlyBirdCapital, Inc. and its successors and the permitted assigns of the Investor or holder of
Registrable Securities or of any assignee of the Investor or holder of Registrable Securities. This Agreement is not intended to confer any rights
or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.

         6.3 Notices . All notices, demands, requests, consents, approvals or other communications (collectively, ― Notices ‖) required or
permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered
by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below,
or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service
or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service or transmission is not on a
business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as
provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with
an order for next-day delivery.
         To the Company:

         CS China Acquisition Corp.
         4100 N.E. Second Avenue, Suite 318
         Miami, Florida 33137
         Attn: Chairman

         with a copy to:

         Graubard Miller
         The Chrysler Building
         405 Lexington Avenue
         New York NY 10174
         Attn: David Alan Miller, Esq.

         To an Investor, to:

         Chien Lee
         CS China Acquisition Corp.
         4100 N.E. Second Avenue, Suite 318
         Miami, Florida 33137

         Sylvia Lee
         CS China Acquisition Corp.
         4100 N.E. Second Avenue, Suite 318
         Miami, Florida 33137

         Michael Zhang
         CS China Acquisition Corp.
         4100 N.E. Second Avenue, Suite 318
         Miami, Florida 33137

6.4 Severability . This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or
unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable.

6.5 Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which
taken together shall constitute one and the same instrument.

6.6 Entire Agreement . This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.
6.7 Modifications and Amendments . No amendment, modification or termination of this Agreement shall be binding upon any party unless
executed in writing by such party. Notwithstanding the foregoing, any and all parties must obtain the written consent of EarlyBirdCapital, Inc.
to amend or modify this Agreement.

6.8 Titles and Headings . Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of
any provision of this Agreement.

6.9 Waivers and Extensions . Any party to this Agreement may waive any right, breach or default which such party has the right to waive,
provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers
to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any
waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding
or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any
obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

6.10 Remedies Cumulative . In the event that the Company fails to observe or perform any covenant or agreement to be observed or
performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit
in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of
any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any
one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement
shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy,
whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.11 Governing Law . This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any
choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.

6.12 Waiver of Trial by Jury . Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit,
counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the
transactions contemplated hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof.

                                        [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized
representatives as of the date first written above.

                                                                 CS CHINA ACQUISITION CORP.


                                                              By:


                                                                    INVESTORS:

                                                                    ___________________________
                                                                    Chien Lee

                                                                    ___________________________
                                                                    Sylvia Lee

                                                                    ___________________________
                                                                    Michael Zhang
                                                            Subscription Agreement

                                  As of November 9, 2007

To the Board of Directors of
CS China Acquisition Corp.:

Gentlemen:

The undersigned hereby subscribes for and agrees to purchase 1,500,000 warrants (―Insider Warrants‖), each to purchase one Ordinary Share,
at $1.00 per Insider Warrant, of CS China Acquisition Corp. (the ―Corporation‖) for an aggregate purchase price of $1,500,000 (―Purchase
Price‖). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial
public offering of Units, consisting of one Ordinary Share and one Public Warrant (―IPO‖), which is being underwritten by EarlyBirdCapital,
Inc. (―EBC‖). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO. Except as herein
provided, the Insider Warrants shall have the same terms as the Public Warrants.

         At least 24 hours prior to the effective date of the registration statement filed in connection with the IPO (―Registration Statement‖),
the undersigned shall deliver the Purchase Price to Graubard Miller, as escrow agent (―Escrow Agent‖), to hold in a non-interest bearing
account until the Corporation consummates the IPO. Simultaneously with the consummation of the IPO, the Escrow Agent shall deposit the
Purchase Price, without interest or deduction, into the trust fund (―Trust Fund‖) established by the Corporation for the benefit of the
Corporation’s public shareholders as described in the Corporation’s Registration Statement, pursuant to the terms of an Investment
Management Trust Agreement to be entered into between the Corporation and Continental Stock Transfer & Trust Company. In the event that
the IPO is not consummated within 14 days of the date the Purchase Price is delivered to the Escrow Agent, the Escrow Agent shall return the
Purchase Price to the undersigned, without interest or deduction.

         The undersigned represents and warrants that he has been advised that the Insider Warrants have not been registered under the
Securities Act; that he is acquiring the Insider Warrants for its account for investment purposes only; that he has no present intention of selling
or otherwise disposing of the Insider Warrants in violation of the securities laws of the United States; that he is an ―accredited investor‖ as
defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the ―Securities Act‖); and that he is familiar
with the proposed business, management, financial condition and affairs of the Corporation.

         Moreover, the undersigned agrees that he shall not sell or transfer the Insider Warrants or any underlying securities until after the
Corporation consummates a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business
(―Business Combination‖) and acknowledges that the certificates for such Insider Warrants shall contain a legend indicating such restriction on
transferability.
         The Corporation hereby acknowledges and agrees that, in the event the Corporation calls the Warrants for redemption pursuant to that
certain Warrant Agreement to be entered into by the Corporation and Continental Stock Transfer & Trust Company in connection with the
Corporation’s IPO, the Insider Warrants may be exercised by surrendering such Warrants for that number of Ordinary Shares equal to the
quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrant, multiplied by the difference between
the Warrant exercise price and the ―Fair Market Value‖ (defined below) by (y) the Fair Market Value, so long as the Insider Warrants are still
held by the undersigned or its affiliates. The ―Fair Market Value‖ shall mean 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 holders of Warrants.

         The terms of this agreement and the restriction on transfers with respect to the Insider Warrants may not be amended without the prior
written consent of EBC.


                                                                     Very truly yours,

                                                                     CS Capital USA, LLC


                                                                     By:
                                                                             Name:
                                                                             Title:

Agreed to:

CS China Acquisition Corp.


By:

  Name:
  Title:

EarlyBirdCapital, Inc.


By:

  Name:
  Title:

Graubard Miller


By:

  Name:
  Title:
                                                                                                                               Exhibit 23.1

                           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the inclusion in the Prospectus, constituting part of Amendment No. 2 of the Registration Statement (No. 333-147294, filed on
January 31, 2008), on Form S-1 of CS China Acquisition Corp., our report dated October 31, 2007, with respect to the financial statements of
CS China Acquisition Corp. as of October 31, 2007 and for the period September 24, 2007 (inception) to October 31, 2007, which appears in
such Prospectus. We also consent to the reference to our Firm under the caption ―Experts‖ in such Prospectus.


/s/ UHY LLP


New York, New York
January 31, 2008