Subscription
      Agreement

    


    As
      of
      November 9, 2007

    


    To
      the
      Board of Directors of 

    CS
      China
      Acquisition Corp.:

    


    Gentlemen:

    


    The
      undersigned hereby subscribes for and agrees to purchase 1,500,000 warrants
      (“Insider Warrants”), each to purchase one Ordinary Share, at $1.00 per Insider
      Warrant, of CS China Acquisition Corp. (the “Corporation”) for an aggregate
      purchase price of $1,500,000 (“Purchase Price”). The purchase and issuance of
      the Insider Warrants shall occur simultaneously with the consummation of the
      Corporation’s initial public offering of Units, consisting of one Ordinary Share
      and one Public Warrant (“IPO”), which is being underwritten by EarlyBirdCapital,
      Inc. (“EBC”). The Insider Warrants will be sold to the undersigned on a private
      placement basis and not part of the IPO. Except as herein provided, 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 Insider Warrants may be
      exercised 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, so long as the Insider Warrants are still held by the undersigned
      or its affiliates. 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.

    


    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
      EBC.

     

    
      	 	 	 
	 	Very truly yours,
	 	
            
	 	
              CS
                Capital USA, LLC

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	
              Title:

            


    

     

    Agreed
      to:

    


    CS
      China
      Acquisition Corp.

    


    
      	 	 	 	 
	By:
	 	 	
            
	
              
                

              

            	 	 	
            
	
              Name:
                

              Title:
                

            	 	 	
            


    

     

    EarlyBirdCapital,
      Inc.

    


    
      	 	 	 	 
	By:
	 	 	
            
	
              
                

              

            	 	 	
            
	
              Name:
                

              Title:
                

            	 	 	
            


    

    


    Graubard
      Miller

    


    
      	 	 	 	 
	By:
	 	 	
            
	
              
                

              

            	 	 	
            
	
              Name:
                

              Title: