Exhibit
      10.4

     

    __________________,
      2008

    


    


    China
      Ascendance Acquisition Corporation

    108
      North
      4th
      Ring
      East Road

    QianHe
      JiaYuan

    Building
      9, Suite 607

    Beijing,
      100029, China

     

    Susquehanna
      Financial Group, LLLP

    401
      City
      Avenue, Suite 220

    Bala
      Cynwyd, Pennsylvania 19004

       

      Ladenburg
        Thalmann & Co. Inc.

      590
        Madison Avenue

      New
        York,
        New York 10022

    

    


    
      	 	 	
              Re:

            	
              Initial
                Public Offering

            


    

    


    Gentlemen:

    


    The
      undersigned shareholder and director of China Ascendance Acquisition Corporation
      (“Company”), in consideration of Susquehanna Financial Group, LLLP
      (“Susquehanna”) and Ladenburg Thalmann & Co. Inc. entering into a letter of
      intent (“Letter of Intent”) to underwrite an initial public offering of the
      securities of the Company (“IPO”) and embarking on the IPO process, hereby
      agrees as follows (certain capitalized terms used herein are defined in
      paragraph 15 hereof):

     

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

     

    2. In
      the
      event that the Company fails to consummate a Business Combination within
18
      months
      of the closing date of the IPO, or within 24 months of the closing date of
      the
      IPO if the Company has entered into a letter of intent, memorandum of
      understanding, agreement in principle or definitive agreement within such
      18-month period but has not consummated a business combination within such
      18-month period, or within 36 months of the closing date of the IPO if the
      Company has obtained shareholder approval for a 12-month extension,
the
      undersigned will (i) cause the Trust Fund (as defined in the Letter of Intent)
      to be liquidated and distributed to the holders of IPO Shares and (ii) take
      all
      reasonable actions within his power to cause the Company to liquidate as soon
      as
      reasonably practicable. The undersigned hereby waives any and all right, title,
      interest or claim of any kind in or to any distribution of the Trust Fund and
      any remaining net assets of the Company as a result of such liquidation with
      respect to his Insider Shares (“Claim”) and hereby waives any Claim the
      undersigned may have in the future as a result of, or arising out of, any
      contracts or agreements with the Company and will not seek recourse against
      the
      Trust Fund for any reason whatsoever. 

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          

            China
              Ascendance Acquisition Corporation

            Susquehanna
              Financial Group, LLLP

            Ladenburg
              Thalmann & Co. Inc.

            ___________,
              2008

            Page
              2

          

        

      

       

    

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

     

    4. The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination which involves a company which is affiliated with any
      of
      the Insiders unless
      the Company obtains an opinion from an independent investment banking firm
      reasonably acceptable to Susquehanna that the business combination is fair
      to
      the holders of the IPO Shares from a financial point of view.

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          

            China
              Ascendance Acquisition Corporation

            Susquehanna
              Financial Group, LLLP

            Ladenburg
              Thalmann & Co. Inc.

            ___________,
              2008

            Page
              3

          

        

      

       

    

    (a) he
      is not
      and has never been subject to, or a respondent in, any actual or threatened
      legal action for, any injunction, cease-and-desist order or order or stipulation
      to desist or refrain from any act or practice relating to the offering of
      securities in any jurisdiction;

     

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

     

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

     

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

     

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

     

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

     

    12. Intentionally
      Omitted.

     

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

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          

            China
              Ascendance Acquisition Corporation

            Susquehanna
              Financial Group, LLLP

            Ladenburg
              Thalmann & Co. Inc.

            ___________,
              2008

            Page
              4

          

        

      

       

    

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

     

    15. As
      used
      herein, (i) a “Business Combination” shall mean the acquisition, through a stock
      exchange, asset acquisition or other similar business combination, of an
      operating business, or control of such operating business, through contractual
      arrangements, that has its principal operations located in the People’s Republic
      of China; (ii) “Insiders” shall mean all officers, directors and shareholders of
      the Company immediately prior to the IPO; (iii) “Insider Shares” shall mean all
      of the Ordinary Shares of the Company acquired by an Insider prior to the IPO;
      (iv) “Insider Warrants” means the warrants being sold privately by the Company
      to certain of the Insiders; and (v) “IPO Shares” shall mean the Ordinary Shares
      issued in the Company’s IPO.

    
      	 	 	 	 
	 	 	 	Terry
              McCarthy
	
            	 	 	
              
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