SECURITIES ESCROW AGREEMENT
SECURITIES ESCROW AGREEMENT , dated as of _______, 2008 (“ Agreement ”), by and
among CHARDAN 2008 CHINA ACQUISITION CORP., a company organized under the laws of the British
Virgin Islands (“ Company ”), KERRY PROPPER, STEVE URBACH, JONAS GROSSMAN, GEORGE
KAUFMAN, TODD GOLD, JIANGNAN HUANG, ROYALE HOLDIN GS, DR. RICHARD D.
PROPPER, PAULA BEHARRY, DANIEL BEHARRY, LI ZHANG, LI PING HE (AS CUSTODIAN FOR
TIFFANY HE), LI GONG, DR. JIANJUN SHI, XIAOSONG ZHONG, CARMAN RAMIREZ, EDWARD
CARTER AND IDA CARTER (collectively “ Existing Shareholders ”) and CONTINENTAL STOCK
TRANSFER & TRUST COMPANY (“ Escrow Agent ”).
WHEREAS, the Company has entered into an Und erwriting Agreement, dated ________ 2008 (“
Underwriting Agreement ”), with Brean Murray, Carret & Co., LLC, Maxim Group, LLC and Roth Capital
Partners, LLC, acting as representatives (the “ Representatives ”) of the several underwriters (collectively, the
“ Underwriters ”), pursuant to which, among other matters, the Underwriters have agreed to purchase a total of
6,875,000 units (“ Units ”) of the Company. Each Unit consists of one of the Company’s ordinary share,
$0.0001 par value (each an “ Ordinary Share ”), and one warrant (“ Warrant ”), each Warrant to purchase
one Ordinary Share, all as more fully described in the Company’s definitive Prospectus, dated _______, 2008 (“
Prospectus ”) comprising part of the Company’s Registration Statement on Form F-1 (File No. 333-152623)
under the Securities Act of 1933, as amended (together, the “ Registration Statement ”), which was declared
effective on _______, 2008 (“ Effective Date ”).
WHEREAS , the Existing Shareholders have agreed as a condition of the Underwriters’ obligation to
purchase the Units pursuant to the Underwriting Agreement and to offer them to the public, to deposit all of their
Ordinary Shares (the “ Escrow Shares ”) and warrants exercisable for Ordinary Shares (the “ Escrow
Warrants ”; and collectively with the Escrow