STOCK
      ESCROW AGREEMENT

    


    STOCK
      ESCROW AGREEMENT, dated as of ________, 2008 (“Agreement”), by and among CS
      CHINA ACQUISITION CORP., a Cayman Islands corporation (“Company”), CS CAPITAL
      USA, LLC, BILL HAUS, JAMES
      PREISSLER, PETER LI, WILLIAM B. HEYN  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 two Warrants, 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.

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    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

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

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

     

    
      	 	 	 
	 	
              CS
                CHINA ACQUISITION CORP.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

            




    
      	 	 	 
	 	
              
                INITIAL
                  SHAREHOLDERS:

              

            
	 
 	 
 	 
 
	
            	
            	
            
	 	
              

              CS CAPITAL USA, LLC




    
      	 	 	 
	
            	
            	
            
	 	
              

              Bill
                Haus

            


    

     

    
      
        	 	 	 
	
              	
              	
              
	 	
                
James
                Preissler


      

      

        
          	 	 	 
	
                	
                	
                
	 	
                  

                  Peter
                    Li

                


        

        

          
            	 	 	 
	
                  	
                  	
                  
	 	
                    

                    William
                      B. Heyn

                  


          

           

        

      

    

    
      	 	 	 
	
            	
            	
            
	 	
              

              Michael
                Zhang

            


    

    


    
      	 	 	 
	 	
              
                CONTINENTAL
                  STOCK TRANSFER

                &
                  TRUST COMPANY

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:

	 	Title: 


    

    
       

      
        
        

      

      
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    EXHIBIT
      A

    


    
      	
              Name
                and Address of 

              Initial
                Shareholder 

            	 	
              Number

              of
                Shares

            	 	
              Stock
                

              Certificate
                Number

            	 	
              Date
                of 

              Insider
                Letter

            	 
	 	 	 	 	 	 	 	 
	
              CS
                Captial USA, LLC

            	 	 	
              517,500

            	 	 	
               

            	 	 	
              ____________,
                2008

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Bill
                Haus

            	 	 	
              172,500

            	 	 	
               

            	 	 	
              ____________,
                2008

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              James
                Preissler

            	 	 	146,625	 	 	 	 	 	____________,
              2008	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Peter
                Li

            	 	 	 146,625	 	 	 	 	 	 ____________,
              2008	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Michael
                Zhang 

            	 	 	
              115,000

            	 	 	
               

            	 	 	
              ____________,
                2008

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              William
                B. Heyn

            	 	 	51,750	 	 	 	 	 	 ____________,
              2008	 


    

    


    
      
        
        

      

      
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