Unassociated Document


    Exhibit
      10.7


    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

    


    This
      Agreement is made as of _______, 2008 by and between China Ascendance
      Acquisition Corporation (the “Company”) and Continental Stock Transfer &
Trust Company (“Trustee”).

    


    WHEREAS,
      the Company’s registration statement on Form F-1, No. 333-_______
      (“Registration Statement”), for its initial public offering of securities
      (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by
      the Securities and Exchange Commission (capitalized terms used herein and not
      otherwise defined shall have the meanings set forth in the Registration
      Statement); and 

    


    WHEREAS,
      Susquehanna Financial Group, LLLP (“Susquehanna”) and Ladenburg
      Thalmann & Co. Inc. (“Ladenburg”) are acting as the
      representatives of the underwriters in the IPO; and

    


    WHEREAS,
      as described in the Registration Statement, and in accordance with the Company’s
      Memorandum and Articles of Association, $99,000,000 of the gross proceeds of
      the
      IPO and sale of the Insider Units (as defined in the Registration Statement)
      ($113,475,000 if the underwriters over-allotment option is exercised in full)
      will be delivered to the Trustee to be deposited and held in a trust account
      for
      the benefit of the Company and the holders of the Company’s ordinary shares, par
      value $.0001 per share, issued in the IPO as hereinafter provided (the amount
      to
      be delivered to the Trustee will be referred to herein as the “Property”; the
      stockholders for whose benefit the Trustee shall hold the Property will be
      referred to as the “Public Stockholders,” and the Public Stockholders and the
      Company will be referred to together as the “Beneficiaries”); and 

    


    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property;

    


    IT
      IS
      AGREED:

     

    
      
        	
                1.

              	
                Agreements
                  and Covenants of Trustee.
                  The Trustee hereby agrees and covenants
                  to:

              


      

       

    

    (a) Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement in a segregated trust account (“Trust Account”) established by the
      Trustee; 

    


    (b) Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

    


    (c) In
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in United States “government securities” within the meaning of Section
      2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days
      or
      less,
      and/or
      in any open ended investment company registered under the Investment Company
      Act
      of 1940 that holds itself out as a money market fund selected by the Company
      meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7
      promulgated under the Investment Company Act of 1940, as determined by the
      Company;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,” as such term is used herein;

    


    (e) Notify
      the Company of all communications received by it with respect to any Property
      requiring action by the Company;

    


    (f) Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of its returns;

    


    (g) Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company to do
      so;

    


    (h) Render
      to
      the Company monthly written statements of the activities of and amounts in
      the
      Trust Account reflecting all receipts and disbursements of the Trust Account;
      and

    


    (i) Commence
      liquidation of the Trust Account only after and promptly after receipt of,
      and
      only in accordance with, the terms of a letter (“Termination Letter”), in a
      form substantially similar to that attached hereto as either Exhibit A or
      Exhibit B hereto, signed on behalf of the Company by its President or
      Chairman of the Board and Secretary or Assistant Secretary and affirmed by
      counsel for the Company, and complete the liquidation of the Trust Account
      and
      distribute the Property in the Trust Account only as directed in the Termination
      Letter and the other documents referred to therein; provided,
      however,
      that in
      the event that a Termination Letter has not been received by the Trustee by
      the
      24-month anniversary of the consummation of the IPO (“Last Date”), the Trust
      Account shall be liquidated in accordance with the procedures set forth in
      the
      Termination Letter attached as Exhibit B hereto and distributed to the
      stockholders of record on the Last Date. In all cases, the Trustee shall provide
      Susquehanna with a copy of any Termination Letters and/or any other
      correspondence that it receives with respect to any proposed withdrawal from
      the
      Trust Account promptly after it receives same. The provisions of this Section
      1(i) may not be modified, amended or deleted under any
      circumstances.

     

    
      	
              2.

            	
              Limited
                Distributions of Income from Trust Account.
                

            


    

     

    (a) Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit C, the Trustee shall
      distribute to the Company the amount requested by the Company to
      cover
any
      income tax obligation owed by the Company;

    


    (b) Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit D, the Trustee shall
      distribute to the Company the amount requested by the Company to
      cover
      expenses related to investigating and selecting a target business and other
      working capital requirements; provided, however, that the aggregate amount
      of
      all such distributions shall not exceed $3,000,000
      and
      the
      Company will not be allowed to withdraw interest income earned on the trust
      account unless there is sufficient funds available to pay the Company’s tax
      obligations on such interest income or otherwise then due at that
      time;
      and

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c) The
      limited distributions referred to in Sections 2(a) and 2(b) above shall be
      made
      only from income collected on the Property. Except as provided in Section 2(a)
      and 2(b) above, no other distributions from the Trust Account shall be permitted
      except in accordance with Section 1(i) hereof.

     

    
      
        	
                3.

              	
                Agreements
                  and Covenants of the Company.
                  The Company hereby agrees and covenants
                  to:

              


      

    

    


    (a) Give
      all
      instructions to the Trustee hereunder in writing, signed by the Company’s Chief
      Executive Officer or Chief Financial Officer. In addi-tion, except with respect
      to its duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee shall
      be
      entitled to rely on, and shall be protected in relying on, any verbal or
      telephonic advice or instruction which it in good faith believes to be given
      by
      any one of the persons authorized above to give written instructions, provided
      that the Company shall promptly confirm such instructions in
      writing;

    


    (b) Hold
      the
      Trustee harmless and indemnify the Trustee from and against, any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee's
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this paragraph, it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
      right to conduct and manage the defense against such Indemnified Claim,
      provided, that the Trustee shall obtain the consent of the Company with respect
      to the selection of counsel, which consent shall not be unreasonably withheld.
      The Trustee may not agree to settle any Indemnified Claim without the prior
      written consent of the Company, which consent shall not be unreasonably
      withheld. The Company may participate in such action with its own counsel;
      

    


    (c) Pay
      the
      Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it
      being expressly understood that the Property shall not be used to pay such
      fee).
      The Company shall pay the Trustee the initial acceptance fee and first year’s
      fee at the consummation of the IPO and thereafter on the anniversary of the
      Effective Date. The Trustee shall refund to the Company the fee (on a pro rata
      basis) with respect to any period after the liquidation of the Trust Fund.
      The
      Company shall not be responsible for any other fees or charges of the Trustee
      except as may be provided in paragraph 3(b) hereof (it being expressly
      understood that the Property shall not be used to make any payments to the
      Trustee under such paragraph);

    


    (d) Provide
      to the Trustee any letter of intent, agreement in principle or definitive
      agreement for a Business Combination that is executed on or prior to the First
      Date; and

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (e) In
      connection with any vote of the Company’s stockholders regarding a Business
      Combination, provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and/or tabulating
      stockholder votes (which firm may be the Trustee) verifying the vote of the
      Company’s stockholders regarding such Business Combination.

    


    (f) In
      connection with the Trustee acting as Paying/Disbursing Agent pursuant to
      Exhibit B, the Company will not give the Trustee disbursement instructions
      which
      would be prohibited under this Agreement.

     

    
      
        	
                4.

              	
                Limitations
                  of Liability.
                  The Trustee shall have no responsibility or liability
                  to:

              


      

    

    


    (a) Take
      any
      action with respect to the Property, other than as directed in paragraph 1
      hereof and the Trustee shall have no liability to any party except for liability
      arising out of its own gross negligence or willful misconduct;

    


    (b) Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received instructions from the
      Company given as provided herein to do so and the Company shall have advanced
      or
      guaranteed to it funds sufficient to pay any expenses incident
      thereto;

    


    (c) Change
      the investment of any Property, other than in compliance with
      paragraph 1(c);

    


    (d) Refund
      any depreciation in principal of any Property;

    


    (e) Assume
      that the authority of any person designated by the Company to give instructions
      hereunder shall not be continuing unless provided otherwise in such designation,
      or unless the Company shall have delivered a written revocation of such
      authority to the Trustee;

    


    (f) The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee 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 Trustee), 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 Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this Agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

    


    (g) Verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement; and

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (h) File
      local, state and/or Federal tax returns or information returns with any taxing
      authority on behalf of the Trust Account and payee statements with the Company
      documenting the taxes, if any, payable by the Company or the Trust Account,
      relating to the income earned on the Property.

    


    (i) Pay
      any
      taxes on behalf of the Trust Account (it being expressly understood that the
      Property shall not be used to pay any such taxes and that such taxes, if any,
      shall be paid by the Company from funds not held in the Trust
      Account).

     

    
      
        	
                5.

              	
                Termination.
                  This Agreement shall terminate as
                  follows:

              


      

    

    


    (a) If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided, however, that, in the event
      that the Company does not locate a successor trustee within ninety days of
      receipt of the resignation notice from the Trustee, the Trustee may submit
      an
      application to have the Property deposited with any court in the State of New
      York or with the United States District Court for the Southern District of
      New
      York and upon such deposit, the Trustee shall be immune from any liability
      whatsoever; or 

    


    (b) At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of paragraph 1(i) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Paragraph 3(b).

     

    
      
        	
                6.

              	
                Miscellaneous.

              


      

    

    


    (a) The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth below with respect to funds transferred from
      the
      Trust Account. Upon receipt of written instructions, the Trustee will confirm
      such instructions with an Authorized Individual at an Authorized Telephone
      Number listed on the attached Exhibit E. The Company and the Trustee will
      each restrict access to confidential information relating to such security
      procedures to authorized persons. Each party must notify the other party
      immediately if it has reason to believe unauthorized persons may have obtained
      access to such information, or of any change in its authorized personnel. In
      executing funds transfers, the Trustee will rely upon account numbers or other
      identifying numbers of a beneficiary, beneficiary's bank or intermediary bank,
      rather than names. The Trustee shall not be liable for any loss, liability
      or
      expense resulting from any error in an account number or other identifying
      number, provided it has accurately transmitted the numbers
      provided.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b) This
      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. It may be executed in several original or facsimile
      counterparts, each one of which shall constitute an original, and together
      shall
      constitute but one instrument.

    


    (c) This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. Except for Section 1(i) (which may
      not be amended under any circumstances), this Agreement or any provision hereof
      may only be changed, amended or modified by a writing signed by each of the
      parties hereto; provided, however, that no such change, amendment or
      modification may be made without the prior written consent of Susquehanna and
      Ladenburg. As to any claim, cross-claim or counterclaim in any way relating
      to
      this Agreement, each party waives the right to trial by jury.

    


    (d) The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York, Borough of Manhattan, for purposes of
      resolving any disputes hereunder.

    


    (e) Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

    


    if
      to the
      Trustee, to:

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place 

    New
      York,
      New York 10004

    Attn: Steven
      G.
      Nelson

    Fax
      No.:
      (212) 509-5150

    


    if
      to the
      Company, to:

     

    China
      Ascendance Acquisition Corporation

    108
      North
      4th Ring East Road

    QianHe
      JiaYuan

    Building
      9, Suite 607

    Beijing,
      100029, China

    Attn: Chief
      Executive Officer

    Fax
      No.:
(___)
      ___-____

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    in
      either
      case with a copy to:

    


    Susquehanna
      Financial Group, LLLP

    401
      City
      Avenue, Suite 220

    Bala
      Cynwyd, Pennsylvania 19004

    Attn: General
      Counsel

    Fax
      No.:


     

    
      and

      

        Ladenburg
          Thalmann & Co. Inc.

        590
          Madison Avenue

        New
          York,
          New York 10022

      

      Attn: General
        Counsel

      Fax
        No.:


       

    

    (f) This
      Agreement may not be assigned by the Trustee without the prior consent of the
      Company.

    


    (g) Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

    


    (h) Each
      of
      the Company and the Trustee hereby acknowledge that Susquehanna is a third
      party
      beneficiary of this Agreement.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    
      	 	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER & TRUST COMPANY, as Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:

	 	Title:  


    

    

      	 	 	 
	 	
              CHINA
                ASCENDANCE 

              ACQUISITION
                CORPORATION.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

            
	 	Title:  


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    
      	
              Fee
                Item

            	
              Time
                and method of payment 

            	
              Amount

            
	
              Initial
                acceptance fee

            	
              Initial
                closing of IPO by wire transfer 

            	
              $1,000

            
	
              Annual
                fee

            	
              First
                year, initial closing of IPO by wire transfer; thereafter on the
                anniversary of the effective date of the IPO by wire transfer or
                check

            	
              $3,000

            
	
              Transaction
                processing fee for disbursements to Company under Section
                2

            	
              Deduction
                by Trustee from accumulated income following disbursement made to
                Company
                under Section 2

            	
              $250

            



      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

EXHIBIT
      A

    


    [Letterhead
      of Company]

    


    [Insert
      date]

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven Nelson

    


    Re: Trust
      Account No. 530- Termination Letter

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between China
      Ascendance Acquisition Corporation (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of _________ __, 2008 (“Trust
      Agreement”), this is to advise you that the Company has entered into an
      agreement (“Business Agreement”) with __________________ (“Target Business”) to
      consummate a business combination with Target Business (“Business Combination”)
      on or about [insert
      date].
      The
      Company shall notify you at least 48 hours in advance of the actual date of
      the
      consummation of the Business Combination (“Consummation Date”).

    


    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of funds held in the Trust Account will be immediately
      available for transfer to the account or accounts that the Company shall direct
      on the Consummation Date.

    


    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that the Business Combination has been consummated and (ii) the
      Company shall deliver to you (a) [an affidavit] [a certificate] of
      __________________, which verifies the vote of the Company’s stockholders in
      connection with the Business Combination and (b) written instructions with
      respect to the transfer of the funds held in the Trust Account (“Instruction
      Letter”). You are hereby directed and authorized to transfer the funds held in
      the Trust Account immediately upon your receipt of the counsel's letter and
      the
      Instruction Letter, in accordance with the terms of the Instruction Letter.
      In
      the event that certain deposits held in the Trust Account may not be liquidated
      by the Consummation Date without penalty, you will notify the Company of the
      same and the Company shall direct you as to whether such funds should remain
      in
      the Trust Account and distributed after the Consummation Date to the Company.
      Upon the distribution of all the funds in the Trust Account pursuant to the
      terms hereof, the Trust Agreement shall be terminated.

    


    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then upon receipt by
      the
      Trustee of written instructions from the Company, the funds held in the Trust
      Account shall be reinvested as provided in the Trust Agreement on the business
      day immediately following the Consummation Date as set forth in the
      notice.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    
      
        
        

      

    

    
      	 	 	 
	 	Very truly yours, 
	 	 
	 	
              CHINA
                ASCENDANCE 

              ACQUISITION
                CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Hui
              Yu He, Chairman of the Board
	 	 


    

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Matthew
                Hayden, Secretary

            
	 	 


    

     

    
      
        	cc:  
                	
                Susquehanna
                  Financial Group, LLLP

                Ladenburg Thalmann & Co.
                  Inc.

              


      

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    [Letterhead
      of Company]

    


    [Insert
      date]

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      

    


    Re: Trust
      Account No. 530- Termination Letter

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between China
      Ascendance Acquisition Corporation (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of _________ __, 2008 (“Trust
      Agreement”), this
      is
      to advise you that the Company has been unable to effect a Business Combination
      with a Target Company within the time frame specified in the Company’s
      Memorandum and Articles of Association, as described in the Company’s prospectus
      relating to its IPO.

    


    In
      accordance with the terms of the Trust Agreement, we hereby authorize you,
      to
      commence liquidation of the Trust Account as promptly as practicable to
      stockholders of record on the Last Date (as defined in the Trust Agreement).
      You
      will notify the Company in writing as to when all of the funds in the Trust
      Account will be available for immediate transfer (“Transfer Date”) in accordance
      with the terms of the Trust Agreement and the Memorandum and Articles of
      Association of the Company. You shall commence distribution of such funds
      directly to the Company’s shareholders (other than with respect to the initial
      shares, as defined in the Company’s Prospectus, dated ________ __, 2008) in
      accordance with the terms of the Trust Agreement and the Memorandum and Articles
      of Association of the Company and you shall oversee the distribution of the
      funds. Upon the distribution of all the funds in the Trust Account, your
      obligations under the Trust Agreement shall be terminated.

    
       

      
      

      	 	 	 
	 	Very truly yours, 
	 	 
	 	
              CHINA
                ASCENDANCE 

              ACQUISITION
                CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Hui
              Yu He, Chairman of the Board
	 	 


      	 	 	 
	 	 
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Matthew
                Hayden, Secretary

            
	 	 


      
         

        
          
            	cc:  
                    	
                    Susquehanna
                      Financial Group, LLLP

                    Ladenburg Thalmann & Co.
                      Inc.

                  


          

        

      

    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    [Letterhead
      of Company]

    


    [Insert
      date]

     

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven Nelson

    


    Re: Trust
      Account No. 

    


    Gentlemen:

    


    Pursuant
      to paragraph 2(a) of the Investment Management Trust Agreement between China
      Ascendance Acquisition Corporation (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of ___________, 2008 (“Trust
      Agreement”), the
      Company hereby requests that you deliver to the Company $_______ of the income
      earned on the Property as of the date hereof. The Company needs such funds
      to
      pay for the tax obligations as set forth on the attached tax return or tax
      statement. In accordance with the terms of the Trust Agreement, you are hereby
      directed and authorized to transfer (via wire transfer) such funds promptly
      upon
      your receipt of this letter to the Company’s operating account at:

    


    [WIRE
      INSTRUCTION INFORMATION]

    
      
        
        

        	 	 	 
	 	
                CHINA
                  ASCENDANCE 

                ACQUISITION
                  CORPORATION

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                
Hui
                Yu He, Chairman of the Board
	 	 


        	 	 	 
	 	 
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Matthew
                  Hayden, Secretary

              
	 	 


        
           

          
            
              	cc:  
                      	
                      Susquehanna
                        Financial Group, LLLP

                      Ladenburg Thalmann & Co.
                        Inc.

                    


            

          

        

      

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    [Letterhead
      of Company]

    


    [Insert
      date]

     

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven Nelson

    


    Re: Trust
      Account No. 

    


    Gentlemen:

    


    Pursuant
      to paragraph 2(b) of the Investment Management Trust Agreement between China
      Ascendance Acquisition Corporation (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of __________, 2008 (“Trust
      Agreement”), the
      Company hereby requests that you deliver to the Company $_______ of the income
      earned on the Property as of the date hereof, which does not exceed, in the
      aggregate with all such prior disbursements pursuant to paragraph 2(b), if
      any,
      the maximum amount set forth in paragraph 2(b). The Company needs such funds
      to
      cover its expenses relating to investigating and selecting a target business
      and
      other working capital requirements. In accordance with the terms of the Trust
      Agreement, you are hereby directed and authorized to transfer (via wire
      transfer) such funds promptly upon your receipt of this letter to the Company’s
      operating account at:

    


    [WIRE
      INSTRUCTION INFORMATION]

    
      
        
        

        	 	 	 
	 	Very truly yours, 
	 	 
	 	
                CHINA
                  ASCENDANCE 

                ACQUISITION
                  CORPORATION

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                
Hui
                Yu He, Chairman of the Board
	 	 


        	 	 	 
	 	 
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Matthew
                  Hayden, Secretary

              
	 	 


        
           

          
            
              	cc:  
                      	
                      Susquehanna
                        Financial Group, LLLP

                      Ladenburg Thalmann & Co.
                        Inc.

                    


            

          

        

      

    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    
      
        	
                AUTHORIZED
                  INDIVIDUAL(S)

              	
                AUTHORIZED

              
	
                FOR
                  TELEPHONE CALL BACK

              	
                TELEPHONE
                  NUMBER(S)

              
	 	 
	
                Company:

              	 
	 	 
	
                China
                  Ascendance Acquisition Corp.

              	 
	
                108
                  North 4th Ring East Road

              	 
	
                QianHe
                  JiaYuan

              	 
	
                Building
                  9, Suite 607

              	 
	
                Beijing,
                  100029, China 

              	 
	
                Attn:
                  Ping Du

              	
                86-10-8483-1220

              
	 	 
	
                Trustee:

              	 
	 	 
	
                Continental
                  Stock Transfer 

              	 
	
                &
                  Trust Company

              	 
	
                17
                  Battery Place

              	 
	
                New
                  York, New York 10004

              	 
	
                Attn:
                  Steven G. Nelson, Chairman

              	
                (212)
                  845-3200

              


      

       

    

    
      
        
        

      

      
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