EXHIBIT 4.5

                                WARRANT AGREEMENT

         Agreement  made  as  of  _________,   2006  between  ChinaGrowth  South
Acquisition  Corporation,  a  company  organized  under  the laws of the  Cayman
Islands,  with  offices  at 1818  Canggong  Road,  Fengxian,  Shanghai  Chemical
Industry Park, Shanghai, China 201417 ("Company"), and American Stock Transfer &
Trust Company,  a New York  corporation,  with offices at 59 Maiden Lane,  Plaza
Level, New York, New York 10038 ("Warrant Agent").

         WHEREAS,   the  Company  is  engaged  in  a  public  offering  ("Public
Offering") of Units  ("Units") and, in connection  therewith,  has determined to
issue and deliver up to (i) 5,175,000 Warrants ("Public Warrants") to the public
investors,  and  (ii)  315,000  Warrants  to  Morgan  Joseph  & Co.  Inc.  ("the
"Representative")  or its designees  ("Representative's  Warrants" and, together
with the Public Warrants, the "Warrants"),  each of such Warrants evidencing the
right of the holder thereof to purchase one Ordinary Share,  par value $.001 per
share ("Ordinary Share").

         WHEREAS,  prior to the closing of the Public  Offering,  certain of the
Company's officers and directors have collectively agreed to purchase a combined
total of  900,000  Warrants  at a price  of $1.20  per  Warrant  (the  "Founding
Director  Warrants"),  each of such Founding  Director  Warrants  evidencing the
right of the holder thereof to purchase one Ordinary Share;

         WHEREAS,  the  Company  has  filed  with the  Securities  and  Exchange
Commission   a   Registration   Statement   on  Form  F-1,   No.   333-_________
("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.


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         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 Chief  Executive  Officer  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.

         2.3. 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.


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         2.4.  DETACHABILITY  OF WARRANTS.  The securities  comprising the Units
will not be separately  transferable  until 90 days after the date 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 of the
securities comprising the Units until the Company files a Current Report on Form
6-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  Underwriter's  over-allotment
option,  if the  over-allotment  option is exercised  prior to the filing of the
Form 6-K, and the Underwriter's over-allotment option has either expired or been
exercised in full. The Company shall file a separate  Current Report on Form 6-K
if the  over-allotment  option  is  exercised  in  whole  or in part  after  the
consummation  of the offering  and shall  include in this Form 6-K, or amendment
thereto,   or  in  a  subsequent  Form  6-K,   information   indicating  if  the
representative  has allowed  separate  trading of Ordinary  Shares and  Warrants
prior to the 90th day after the date of this prospectus.

         2.5  WARRANTS  AND  REPRESENTATIVE'S   WARRANTS.  The  Representative's
Warrants  shall  have  the same  terms  and be in the  same  form as the  Public
Warrants.

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  Public  Warrant and of this  Warrant  Agreement,  to purchase  from the
Company the number of Ordinary Shares stated therein,  at the price of $6.00 per
whole share,  subject to the adjustments provided in Section 4 hereof and in the
last sentence of this Section 3.1. Each of the Representative's  Warrants shall,
when countersigned by the Warrant Agent,  entitle the registered holder thereof,
subject to the provisions of such Representative's  Warrants and of this Warrant
Agreement,  to purchase  from the Company the number of Ordinary  Shares  stated
therein,  at the price of $6.00  per whole  share,  subject  to the  adjustments
provided in Section 4 hereof.  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;  provided that any such  reduction
shall be identical in percentage terms among all of the Warrants.

         3.2.  DURATION OF WARRANTS.  A Warrant may be exercised only during the
period  ("Exercise  Period")  commencing on the later of (i) the consummation by
the Company of a merger,  share capital  exchange,  asset  acquisition  or other
similar business combination  ("Business  Combination") (as described more fully
in  the  Company's  Registration  Statement)  and  (ii)  __________,  2007,  and
terminating  at 5:00  p.m.,  New York City time on the  earlier  to occur of (i)
___________,  2010 or (ii) the date  fixed for  redemption  of the  Warrants  as
provided in Section 6 of this Agreement ("Expiration Date"). Except with

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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;
provided that any such extension shall be identical in duration among all of the
Warrants.  Nothwithstanding  the  foregoing,  a Warrant  can expire  unexercised
regardless  of whether a  registration  statement is current  under the Act with
respect to the Common Stock issuable upon exercise of the Warrants.

         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, in lawful money
of the United States,  in cash,  good certified check or good bank draft payable
to the order of the  Company (or as  otherwise  agreed to by the  Company),  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, the exchange of the Warrant for the Ordinary Share, and the issuance of
the Ordinary Shares.

                  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 unless
a registration  statement  under the Act with respect to the Ordinary  Shares is
effective.  Warrants  may not be  exercised  by, or  securities  issued  to, any
registered  holder in any state in which such exercise would be unlawful.  In no
event will the registered  holder of a warrant be entitled to receive a net-cash
settlement,  shares of Common Stock or other  consideration  in lieu of physical
settlement  in shares of Common  Stock,  regardless  of whether the Common Stock
underlying  the Warrants is  registered  pursuant to an  effective  registration
statement.

                  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.



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4. ADJUSTMENTS.

         4.1. SHARE 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 share  dividend  payable in Ordinary  Shares,  or by a
split-up of Ordinary Shares, or other similar event, then, on the effective date
of such share 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.

         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   share   split   or
reclassification  of  Ordinary  Shares  or other  similar  event,  then,  on the
effective  date  of  such  consolidation,   combination,  reverse  share  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  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


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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.

         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 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.

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.


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         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.

         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, at any
time after they become 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,  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.
Notwithstanding  the foregoing,  the registration  statement  must be current in
order for the Company to exercise its redemption rights pursuant to this Section
6. The  provisions  of this Section 6.1 may not be modified,  amended or deleted
without the prior written consent of the Representative.

         6.2.  DATE FIXED  FOR,  AND  NOTICE  OF,  REDEMPTION.  In the event the
Company shall elect to convert all of the Warrants, the Company shall fix a date
for the  redemption.  Notice of redemption  shall be mailed by first class mail,
postage  prepaid,  by the  Company not less than 30 days prior to the date fixed
for redemption to the registered holders of the Warrants to be redeemed at their
last addresses as they shall


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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.

         6.3.  EXERCISE  AFTER  NOTICE  OF  REDEMPTION.   The  Warrants  may  be
exercised, for cash at any time after notice of redemption shall have been given
by the  Company  pursuant  to Section  6.2 hereof and prior to the time and date
fixed for redemption. 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  for 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.  However,  once such
purchase rights are exercised,  the Company may redeem  the Warrants issued upon
such exercise provided that the criteria for redemption is met.  Notwithstanding
the  foregoing,  the Founding  Director  Warrants  will not be  transferable  or
saleable by the officer and directors  holding such Founding  Director  Warrants
until the Company completes a merger, share capital exchange,  asset acquisition
or other similar  business  combination  with an operating  business and will be
non-redeemable so long as such officers and directors hold the Founding Director
Warrants.  The  provisions  of this Section 6.4 may not be modified,  amended or
deleted without the prior written consent of the Representative.

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.

         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


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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 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 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.  In addition,  the
Company agrees to use its reasonable  efforts to register such securities  under
the blue sky laws of the states of residence of the exercising  warrant  holders
to the extent an exemption is not available.  The provisions of this Section 7.4
may not be modified, amended or deleted without the prior written consent of the
Representative.  Notwithstanding the foregoing, a Warrant can expire unexercised
regardless  of whether a  registration  statement is current  under the Act with
respect to the Common Stock issuable upon exercise of the Warrants.  In no event
will the  registered  holder of a Warrant  be  entitled  to  receive a  net-cash
settlement of shares of Common Stock or other  consideration  as a result of the
Company's non-compliance with this Section 7.4.

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

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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.

                  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.

         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 Chief Executive  Officer 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.

<PAGE>


                  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.


                  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:

<PAGE>


                           ChinaGrowth South Acquisition Corporation
                           1818 Canggong Road, Fengxian
                           Shanghai Chemical Industry Park
                           Shanghai, China 201417
                           Attn:    Michael Zhang, Chief Executive Officer

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:

                           American Stock Transfer & Trust Company
                           59 Maiden Lane
                           Plaza Level
                           New York, New York 10038
                           Attn:    Herb Lemmer, Vice President
                           Fax No.: 718-331-1852

with a copy in each case to:


                           DLA Piper Rudnick Gray Cary US LLP
                           1251 Avenue of the Americas
                           New York, New York 10020-1104
                           Attn: William Haddad, Esq.
                           Fax No.: (212) 835-6001

and

                           Ellenoff Grossman & Schole LLP
                           370 Lexington Avenue
                           New York, New York 10017
                           Attn:    Douglas S. Ellenoff, Esq.
                           Fax No.: (212) 370-7889

and

                           Morgan Joseph & Co. Inc.
                           600 Fifth Avenue, 19th Floor
                           New York, New York 10020
                           Attn:    Dennis Galgano
                           Fax No.: (212) 218-3760


         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

<PAGE>

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,
the  Representative,  any  right,  remedy,  or claim  under or by reason of this
Warrant  Agreement  or of any  covenant,  condition,  stipulation,  promise,  or
agreement  hereof.  The  Representative  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 the Representative  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.

         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
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 Warrant  Agreement may be amended by the parties
hereto without  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  Warrant  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

<PAGE>

modifications  or  amendments,  including  any amendment to increase the Warrant
Price or shorten the Exercise Period,  shall require the written consent of each
of the Company  and the  registered  holders of a majority  of then  outstanding
Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend the duration of the Exercise Period in accordance with Section 3.1 and
3.2, respectively, without such consent.

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


Attest:                               CHINAGROWTH SOUTH
                                       ACQUISITION CORPORATION


                                      By:   ____________________________________
---------------------------
                                            Name:
                                            Title:


Attest:                               AMERICAN STOCK TRANSFER
                                       & TRUST COMPANY


                                      By:    ___________________________________
---------------------------
                                             Name:
                                             Title: