Exhibit
        10.1


    

    __________________,
      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 officer 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. In the event of the liquidation of
      the
      Trust Fund, the undersigned agrees to indemnify and hold harmless the Company
      against any and all loss, liability, claims, damage and expense whatsoever
      (including, but not limited to, any and all legal or other expenses reasonably
      incurred in investigating, preparing or defending against any litigation,
      whether pending or threatened, or any claim whatsoever) which the Company may
      become subject as a result of any claim by any vendor or other person who is
      owed money by the Company for services rendered or products sold or contracted
      for, or by any target business, but only to the extent necessary to ensure
      that
      such loss, liability, claim, damage or expense does not reduce the amount in
      the
      Trust Fund.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        

          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 commencing
      on
      the Effective Date, China Ascendance Management Corporation (“Related Party”),
      shall be allowed to charge the Company $7,500 per month, representing an
      allocable share of Related Party’s overhead, to compensate it for the Company’s
      use of Related Party’s offices, utilities and personnel. Related Party and the
      undersigned shall also be entitled to reimbursement from the Company for their
      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. 

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          

            China
              Ascendance Acquisition Corporation

            Susquehanna
              Financial Group, LLLP

            Ladenburg
              Thalmann & Co. Inc.

            ___________,
              2008

            Page
              3

          

        

      

       

    

    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 Vice Chairman of the Board, Chief Financial Officer
      and Secretary 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:

     

    (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 Vice Chairman
      of the Board, Chief Financial Officer and Secretary 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.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          

            China
              Ascendance Acquisition Corporation

            Susquehanna
              Financial Group, LLLP

            Ladenburg
              Thalmann & Co. Inc.

            ___________,
              2008

            Page
              4

          

        

      

       

    

    11. The
      undersigned hereby agrees to not propose or cause Pantum Capital Partners to
      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, or cause Pantum Capital
      Partners to vote, against such proposal. This paragraph may not be modified
      or
      amended under any circumstances.

     

    12. In
      the
      event that the Company does not consummate a Business Combination and must
      liquidate and its remaining net assets are insufficient to complete such
      liquidation, the undersigned agrees to cause Related Party to promptly advance
      such funds necessary to complete such liquidation and agrees not to seek
      repayment for such expenses.

     

    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.

     

    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 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 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.  

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          

            China
              Ascendance Acquisition Corporation

            Susquehanna
              Financial Group, LLLP

            Ladenburg
              Thalmann & Co. Inc.

            ___________,
              2008

            Page
              5

          

        

      

       

    

    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.

     

    
      	 	 	 	 
	 	 	 	Matthew
              Hayden
	
            	 	 	
              
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