Exhibit 10.4


INVESTMENT
MANAGEMENT TRUST AGREEMENT


This Agreement is made as of                     ,
2007 by and between Stone Tan China Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (“Trustee”).


WHEREAS, the Company’s Registration Statement on Form
S-1, No. 333-142729 (as amended from time to time) (“Registration Statement”),
for its initial public offering of securities (“IPO”) has been declared
effective as of the date hereof by the Securities and Exchange Commission (“Effective
Date”); and


WHEREAS, Morgan Joseph & Co., Inc. is acting as
the representative (the “Representative”) of the underwriters in the IPO; and


WHEREAS, the Company has agreed to issue securities in
a private placement that will occur immediately prior to the IPO (the “Placement”);
and


WHEREAS, as described in the Company’s Registration
Statement, and in accordance with the Company’s Certificate of Incorporation, $93,000,000
of the proceeds of the IPO, net of all discounts and commissions including the
Deferred Compensation (as defined below) and expenses of the IPO ($106,950,000
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 (the “Trust
Account”) for the benefit of the Company and the holder’s of the Company’s
Common Stock, par value $.0001 per share, issued in the IPO as hereinafter
provided, and in the event the Units are registered in Colorado, pursuant to
Section 11-51-302(6) of the Colorado revised statutes (the “CRS”). A copy of
Section 11-51-302(6) of the CRS is attached hereto and made a part hereof; and


WHEREAS, pursuant to the Warrant Purchase Agreement,
dated as of                     ,
2007, among the Company and certain purchasers, the entire proceeds of the
private placement of warrants with the Company’s purchasers, equal to $1,500,000,
will be delivered to the Trustee to be deposited in the Trust Account; and


WHEREAS, pursuant to the Underwriting Agreement, an
additional $2,000,000 (or the amount specified in the notice delivered pursuant
to Section 2(d) hereof), representing a portion of the underwriters’ discount
(the “Deferred Compensation”) which the Representative, on behalf of the underwriters,
has agreed to deposit into the Trust Account; and


WHEREAS, the amount to be delivered to the Trustee,
including the proceeds of the IPO and the private placement and the Deferred
Compensation, will be referred to herein as the “Property,” the stockholders
for whose benefit the Trustee shall hold the Property will be referred to as
the “Public Stockholders;” and the Public Stockholders, the Representative and
the Company will be referred to together as the “Beneficiaries;” and 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; and



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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, including without limitation, the
terms of Section 11-51-302(6) of the CRS, in segregated trust accounts
established by the Trustee at JPMorgan Chase N.A. and at a brokerage
institution selected 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 any “Government Security.” As used
herein, Government Security means any Treasury Bill issued by the United
States, having a maturity of 180 days or less or any open ended investment
company selected by the Company and registered under the Investment Company Act
of 1940 that holds itself out as a money market fund meeting the conditions of
paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated under the
Investment as determined by the Company;


(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 to such other person as the
Company may instruct, monthly written statements of the activities of and
amounts in the Trust Account reflecting all receipts and disbursements of the
Trust Account; and


(i)            If there is any income or other tax obligation relating
to the income from the Property in the Trust Account as determined by the
Company, then, from time to time, at the written instruction of the Company,
the Trustee shall promptly, to the extent there is not sufficient cash in the
Trust Account to pay such tax obligation, liquidate such assets held in the
Trust Account as shall be designated by the Company in writing, and disburse to
the Company by wire transfer, out of the Property in the Trust Account, the
amount indicated by the Company as owing in respect of such income tax
obligation; and



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(j)            Commence liquidation of the Trust Account only 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, signed on behalf of the Company by its (i) Chief
Executive Officer or Chairman of the Board and (ii) Chief Financial Officer and
complete the liquidation of the Trust Account and disburse the Property in the
Trust Account (which disbursement shall include, in the event of a Business
Combination, payment of the Deferred Compensation to the Representative) only
as directed in the Termination Letter and the other documents referred to
therein; provided, however, that in the event a Termination Letter has not been
received by the 24-month anniversary of the effective date of the Registration
Statement (the “Last Date”), the Trust Account shall be liquidated in
accordance with the procedures set forth in the Termination Letter attached
hereto as Exhibit B to the stockholders of record on the Last Date.  The provisions of this Section 1(i) may not
be modified, amended or deleted under any circumstances.  The Trustee understands and agrees that, except
as provided in paragraphs 1(i), 1(k), 1(l) and 6(a) hereof, disbursements from
the Trust Account shall be made only pursuant to a duly executed Termination
Letter, together with the other documents referenced herein; and


(k)           Upon one or more written requests from the Company, which
may be given not more than once in any calendar month period, the Trustee shall
distribute to the Company interest earned on the Trust Account, net of taxes
payable, up to a maximum of $1,100,000. The distributions requested by the
Company may be for any amount, provided that (i) in the aggregate, all
distributions under this Section 1(k) may not exceed $1,100,000 (subject to the
limitation imposed by Section (1)(l) below and (ii) that such distributions may
only be made if and to the extent that interest has been earned and collected,
net of taxes, on the amount initially deposited into the Trust Account; and


(l)            Upon written request from the Company, together with a
copy of the annual franchise tax bill from the State of Delaware and a
statement of the principal financial officer of the Company setting forth the
actual amount payable (the “Franchise Tax Amount”), the Trustee shall
distribute to the Company the Franchise Tax Amount; provided, however, that the
aggregate amounts distributed pursuant to Section (1)(k) and this (1)(l) may
not at any time cause the amount in the Trust Account to fall below the amount
initially deposited into the Trust Account; and


(m)          It is understood and agreed that the Trustees only
responsibility under Section 1(i), 1(j), 1(k) and 1(l) is to follow the
instructions of the Company; and


(n)           Permit or effect no distribution from the Trust Account
except in accordance with Sections 1(i), 1(j), 1(k) and 1(l).


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


(a)           Provide all instructions to the Trustee hereunder in
writing, signed by the Company’s Chief Executive Officer, President, Chairman
of the Board or Chief Financial Officer. In addition, except with respect to
its duties under Section 1(i) 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



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to give written instructions, provided that
the Company shall promptly confirm such instructions in writing;


(b)           Provide the Representative 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 it
issues same.


(c)           Subject to the provisions of Section 4 hereof, 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;


(d)           Pay the Trustee an initial acceptance fee, an annual fee
and a transaction processing fee for each disbursement made pursuant to
Sections 1(i), 1(k) and 1(l) as set forth on Schedule A hereto, which
fees shall be subject to modification by the parties from time to time. It is
expressly understood that the Property shall not be used to pay such fees and
further agreed that said transaction processing fees shall be deducted by the
Trustee from the disbursements made to the Company pursuant to Sections 1(i),
1(k) and 1(l). The Company shall pay the Trustee the initial acceptance fee and
first year’s fee at the consummation of the IPO and shall thereafter pay the
annual fee 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 Account. The Company shall not be responsible for
any other fees or charges of the Trustee except as set forth in this Section
2(c) and as may be provided in Section 2(b) hereof (it being expressly
understood that the Property shall not be used to make any payments to the
Trustee under such Section);


(e)           Provide to the Trustee any letter of intent, agreement in
principle or definitive agreement that is executed in connection with a
Business Combination, together with a certified copy of a unanimous resolution
of the Board of Directors of the Company affirming that such letter of intent,
agreement in principle or definitive agreement is in effect; and


(f)            In connection with any vote of the Company’s stockholders
regarding a Business Combination, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies
and tabulating stockholder votes verifying the vote of the Company’s
stockholders regarding such Business Combination.



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3.             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 Section 1 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 written 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 Section 1(c);


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


(e)           Assume that the authority of any person designated by the
Company or the Representative to give instructions hereunder shall not be
continuing unless provided otherwise in such designation, or unless the Company
or the Representative 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, unless an officer of the Trustee has actual knowledge thereof,
written notice of such event is sent to the Trustee or as otherwise required
under Section 1(j) hereof;


(h)           Prepare, execute and file tax reports, income or other tax
returns and pay any taxes with respect to income and activities relating to the
Trust Account, regardless of whether such tax is payable by the Trust Account
or the Company (including but not limited to income tax obligations), it being
expressly understood that as set forth in Section 1(i), if there is any income
or other tax obligation relating to the Trust Account or the Property in the
Trust Account, as determined from time to time by the Company and regardless
of  whether such tax is payable by the
Company or the Trust, at the written instruction of the Company, the Trustee
shall make funds available in cash from the Property in the Trust Account an
amount specified by the Company as owing to the applicable taxing authority,
which amount shall be paid directly to the Company by electronic funds
transfer, account debit or other method of payment, and the Company shall
forward such payment to the taxing authority


(i)            Verify calculations, qualify or otherwise approve Company
requests for distributions pursuant to Section 1(i), 1(k) or 1(l).



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4.             No Right of Set-Off. The
Trustee waives any right of set-off or any right, title, interest or claim of
any kind that the Trustee may have against the Property held in the Trust
Account. In the event that the Trustee has a claim against the Company under
this Agreement, including, without limitation, under Section 3(b), the Trustee
will pursue such claim solely against the Company and not against the Property
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 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 that arises due to any actions or omissions to act by
any party after such deposit; or


(b)           At such time that the Trustee has completed the
liquidation of the Trust Account in accordance with the provisions of Section
1(j) hereof, and distributed the Property in accordance with the provisions of
the Termination Letter, this Agreement shall terminate except with respect to
Section 2(b).


6.             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 C. 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
counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.



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(c)           This Agreement contains the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof.
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 (other than to correct a typographical
or similar technical error) may be made to Sections 1(i), 1(j), 1(k), 1(l) and
1(m) hereof without the consent of 95% of the Public Stockholders, it being the
specific intention of the parties hereto that each Public Stockholder is and
shall be a third-party beneficiary of this Section 6(c) with the same right and
power to enforce this Section 6(c) as either of the parties hereto. For
purposes of this Section 6(c), the “consent of 95% of the Public Stockholders”
shall mean receipt by the Trustee of a certificate from an entity certifying
that (i) such entity regularly engages in the business of serving as inspector
of elections for companies whose securities are publicly traded, and (ii)
either (a) 95% of the Public Stockholders of record as of a record date
established in accordance with Section 213(a) of the Delaware General
Corporation Law, as amended (the “DGCL”), have voted in favor of such amendment
or modification or (b) 95% of the Public Stockholders of record as of a record
date established in accordance with Section 213(b) of the DGCL has delivered to
such entity a signed writing approving such amendment or modification.


(d)           As to any claim, cross-claim or counterclaim in any way
relating to this Agreement, each party waives the right to trial by jury.


(e)           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.


(f)            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:  Steve Nelson and Frank Di Paolo

Fax No.: (212) 509-4000


if to the Company, to:


Stone Tan China Acquisition Corp.

9191 Towne Centre Dr.


San Diego, California 92122


Attn:  Richard Tan, President and
Chief Executive Officer

Fax No.:



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in either case with a
copy to:


Morgan Joseph & Co.,
Inc.

600 Fifth Avenue, 19th Floor

New York, NY 10020

Attn:  Tina Pappas

Fax No.: (212) 218-3719


and


DLA Piper US LLP

1251 Avenue of the Americas

New York, New York 10020

Attn:  Jonathan Klein, Esq.

Fax No.: (212) 884-8502


and


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn:  Fran Stoller, Esq.

Fax No.: (212) 407-4990


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


(h)           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.


(i)            The Trustee hereby consents to the inclusion of
Continental Stock Transfer & Trust Company in the Registration Statement
and other materials relating to the IPO.


(j)            The underwriters shall be third party beneficiaries of
this Agreement and this Agreement may not be modified or changed without the
prior written consent of the Representative.


[Signature Page Follows]



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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:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STONE TAN CHINA ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Richard Tan

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  



 



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SCHEDULE A


Schedule of fees pursuant to Section 2(c) of
Investment Management Trust Agreement

between Stone Tan China Acquisition Corp. and Continental Stock
Transfer & Trust Company


	
  Fee Item

  	
   

  	
  Time and method of payment

  	
   

  	
  Amount

  	
   

  
	
  Initial acceptance fee

  	
   

  	
  Initial
  closing of IPO by wire transfer

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual fee

  	
   

  	
  First
  year, initial closing of IPO by wire transfer; thereafter on the anniversary
  of the effective date of the IPO by wire transfer or check

  	
   

  	
  $

  	
  3,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transaction processing
  fee for disbursements to Company under Sections 1(i), 1(k) and 1(l)

  	
   

  	
  Deduction by Trustee
  from disbursement made to Company under Section 1(k)

  	
   

  	
  $

  	
  250

  	
   

  



 


	
  Agreed:

  
	
   

  
	
   

  
	
  Dated:
                                   ,
  2007

  
	
   

  
	
   

  
	
  STONE TAN CHINA ACQUISITION CORP.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name: Richard Tan

  	
   

  
	
  Title: Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CONTINENTAL STOCK TRANSFER & TRUST COMPANY

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title: Authorized Officer

  	
   

  



 















EXHIBIT A


[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 Section 1(i) of the Investment Management Trust Agreement
between Stone Tan China Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of
                    ,
2007 (“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”) and shall provide you with a certificate or
affidavit in accordance with Section 2(f) of the Trust Agreement. Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Trust Agreement.


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 (a) the Business Combination has been consummated
and [(b) the provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have
been met,] and (ii) the Company and Morgan Joseph & Co., Inc., as
representative of the underwriters of the Company’s IPO (the “Representative”)
shall deliver to you joint written instructions with respect to the transfer of
the funds held in the Trust Account, including the Deferred Compensation (“Instructions”).
You are hereby directed and authorized to transfer the funds, including the
Deferred Compensation, held in the Trust Account immediately upon your receipt
of the counsel’s letter, evidence of delivery of the Stock Certificates, the
Officer’s Certificate and the Instructions, in accordance with the terms of the
Instructions.  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 and the Representative of the
same  Upon the distribution of all the
funds in the Trust Account pursuant to the terms hereof, the Trust Agreement
shall be terminated.



   
 








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
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,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STONE TAN CHINA
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CONTINENTAL STOCK TRANSFER & TRUST

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



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EXHIBIT B


[Letterhead of Company]


[Insert date]


Continental Stock Transfer & Trust Company

& Trust Company

17 Battery Place

New York, New York 10004

Attn:


Re:       Trust
Account No. [ ] Termination Letter


Gentlemen:


Pursuant to Section 1(j) of the Investment Management Trust Agreement
between Stone Tan China Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of
                          ,
2007 (“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 Certificate of Incorporation, as described in
the Company’s prospectus relating to its IPO.


In accordance with the terms of the Trust Agreement, we hereby (a)
certify to you that, if applicable, the provisions of Section 11-51-302(6) and
Rule 51-3.4 of the Colorado Statute have been met and (b) authorize you, to
commence liquidation of the Trust Account as promptly as practicable. The
Company has appointed [                       ]
to serve as its Designated Paying Agent; accordingly, you will notify the
Company and the “Designated Paying Agent” in writing as to when all of the
funds in the Trust Account will be available for immediate transfer (the
“Transfer Date”).  The Designated Paying
Agent shall thereafter notify you as to the account or accounts of the
Designated Paying Agent that the funds in the Trust Account should be
transferred to on the Transfer Date so that the Designated Paying Agent may
commence distribution of such funds in accordance with the Company’s
instructions. You shall have no obligation to oversee the Designated Paying
Agent’s distribution of the funds. Upon the payment to the Designated Paying
Agent of all the funds in the Trust Account, the Trust Agreement shall
terminate in accordance with the terms thereof.













 


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STONE TAN CHINA
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CONTINENTAL
  STOCK TRA0NSFER & TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:
                                       ,
  200  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STONE TAN CHINA
  ACQUISITION CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CONTINENTAL
  STOCK TRANSFER & TRUST COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:
  Authorized Officer

  	
   

  	
   

  
							



 



 1














EXHIBIT C


 


	
  AUTHORIZED INDIVIDUAL(S)

  FOR TELEPHONE CALL BACK

  	
   

  	
  AUTHORIZED

  TELEPHONE NUMBER(S)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stone Tan China Acquisition
  Corp.

  9191 Towne Centre Dr.

  Suite 410

  San Diego, CA 92122

  Attn: Richard Tan, Chief Executive Officer

  	
   

  	
  (    

  	
  )

  
	
   

  	
   

  	
   

  	
   

  
	
  Trustee:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Continental Stock Transfer
  & Trust Company

  17 Battery Place

  New York, New York 10004

  Attn: Frank Di Paolo

  	
   

  	
  (212

  	
  )