Exhibit
      10.12

     

    
      Subscription
        Agreement

       

      As
        of
        January __, 2008

       

      
        To
          the
          Board of Directors of 

        China
          Ascendance Acquisition Corporation:

        


        Gentlemen:

        


        The
          undersigned hereby subscribes for and agrees to purchase _____ warrants
          (“Insider Warrants”), each to purchase one Ordinary Share, at $1.00 per Insider
          Warrant, of China Ascendance Acquisition Corporation (the “Corporation”) for an
          aggregate purchase price of $_____ (“Purchase Price”). The purchase and issuance
          of the Insider Warrants shall occur simultaneously with the consummation
          of the
          Corporation’s initial public offering of securities (“IPO”) which is being
          underwritten by Susquehanna Financial Group, LLLP (“Susquehanna”) and Ladenburg
          Thalmann & Co. Inc. (“Ladenburg”). The Insider Warrants will be sold
          to the undersigned on a private placement basis and not part of the IPO.
          Except
          as set forth herein, the Insider Warrants shall have the same terms as
          the
          Public Warrants.

        


        At
          least
          24 hours prior to the effective date of the registration statement filed
          in
          connection with the IPO (“Registration Statement”), the undersigned shall
          deliver the Purchase Price to Graubard Miller, as escrow agent (“Escrow Agent”),
          to hold in a non-interest bearing account until the Corporation consummates
          the
          IPO. Simultaneously with the consummation of the IPO, the Escrow Agent
          shall
          deposit the Purchase Price, without interest or deduction, into the trust
          fund
          (“Trust Fund”) established by the Corporation for the benefit of the
          Corporation’s public shareholders as described in the Corporation’s Registration
          Statement, pursuant to the terms of an Investment Management Trust Agreement
          to
          be entered into between the Corporation and Continental Stock Transfer
&
Trust Company. In the event that the IPO is not consummated within 14 days
          of
          the date the Purchase Price is delivered to the Escrow Agent, the Escrow
          Agent
          shall return the Purchase Price to the undersigned, without interest or
          deduction.

        


        The
          undersigned represents and warrants that he has been advised that the Insider
          Warrants have not been registered under the Securities Act; that he is
          acquiring
          the Insider Warrants for its account for investment purposes only; that
          he has
          no present intention of selling or otherwise disposing of the Insider Warrants
          in violation of the securities laws of the United States; that he is an
          “accredited investor” as defined by Rule 501 of Regulation D promulgated under
          the Securities Act of 1933, as amended (the “Securities Act”); and that he is
          familiar with the proposed business, management, financial condition and
          affairs
          of the Corporation.

        


        Moreover,
          the undersigned agrees that he shall not sell or transfer the Insider Warrants
          or any underlying securities until after the Corporation consummates a
          merger,
          capital stock exchange, asset acquisition or other similar business combination
          with an operating business (“Business Combination”) and acknowledges that the
          certificates for such Insider Warrants shall contain a legend indicating
          such
          restriction on transferability. 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        The
          Corporation hereby acknowledges and agrees that, in the event the Corporation
          calls the Warrants for redemption pursuant to that certain Warrant Agreement
          to
          be entered into by the Corporation and Continental Stock Transfer & Trust
          Company in connection with the Corporation’s IPO, the Corporation shall allow
          the undersigned to exercise any Insider Warrants by surrendering such Warrants
          for that number of Ordinary Shares equal to the quotient obtained by dividing
          (x) the product of the number of Ordinary Shares underlying the Warrant,
          multiplied by the difference between the Warrant exercise price and the
“Fair
          Market Value” (defined below) by (y) the Fair Market Value. The “Fair Market
          Value” shall mean the average reported last sale price of the Ordinary Shares
          for the 10 trading days ending on the third trading day prior to the date
          on
          which the notice of redemption is sent to holders of Warrants.

        


        Susquehanna
          and Ladenburg
          are deemed third party beneficiaries of this agreement and the terms
          of this agreement and the restriction on transfers with respect to the
          Insider
          Warrants may not be amended without the prior written consent of Susquehanna
          and
Ladenburg.

         

        
          	 	 	 Very
                  truly
                  yours,
	 	 
	 
 	 
 	 
 
	
                	
                	
                
	 	
                  

                
	 	 


        

         

        AGREED
          TO:

        


        CHINA
          ASCENDANCE ACQUISITION CORPORATION

        


        


        


        By:
          __________________________

        Name:
          

        Title:
          

        


        


        GRAUBARD
          MILLER

        


        


        


        By:
          ___________________________

        Name:
          

        Title:
          

         

        
          
            
            

          

          
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