Exhibit
        10.6

    

     

    __________________,
      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 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 11
      hereof):

     

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

     

    2. 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 its 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.


     

    3. 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. 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 its out-of-pocket
      expenses incurred in connection with seeking and consummating a Business
      Combination. 

     

    5. 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. 

     

    6. On
      the
      Effective Date, the undersigned will escrow the Insider Shares beneficially
      held
      by it 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.
      

     

    7. The
      undersigned has full right and power, without violating any agreement by which
      it is bound, to enter into this letter agreement.

     

    8. The
      undersigned hereby waives its 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 it
      will
      not seek conversion or appraisal with respect to such shares in connection
      with
      any vote to approve a Business Combination.

     

    9. 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.

     

    10. 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
      it
      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 exclusive, (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 its 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.  

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    11. 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.

     

    
      	 	 	 	 
	 	 	 	  
              
	
            	 	 	
              
Print
              Name of Insider
	 	 	 	 
	 	 	 	
              Signature

            


    

     

    
      
        
        

      

      
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