EXHIBIT 10.6

                    CHINAGROWTH SOUTH ACQUISITION CORPORATION

                            FOUNDING DIRECTOR WARRANT
                               PURCHASE AGREEMENT

      THIS FOUNDING DIRECTOR WARRANT PURCHASE AGREEMENT (the "Agreement") is
made as of ____________, 2006 between ChinaGrowth South Acquisition Corporation,
a company incorporated under the laws of the Cayman Islands (the "Company"), on
the one hand, and _____________________, or their designees, on the other hand
(collectively, the "Purchasers" or individually, a "Purchaser"). Except as
otherwise indicated herein, capitalized terms used herein are defined in Section
10 hereof.

      WHEREAS, the Purchasers are officers and/or directors of the Company; and

      WHEREAS, in furtherance of the Company's plan to obtain funding through an
initial public offering (the "Offering") of its units (the "Units"), each Unit
consisting of one share of common stock (the "Unit Common Stock") and one
warrant, each to purchase one share of common stock (the "Unit Warrants" or a
"Unit Warrant") and to demonstrate the commitment of the initial stockholders of
the Company to this plan, the Purchasers desire to make an investment in the
Company by purchasing 900,000 warrants (the "Founding Director Warrants" or a
"Founding Director Warrant" ) on the terms and conditions described herein; and

      WHEREAS, the consummation of this Agreement is a condition to the closing
of the Offering as described in the Underwriting Agreement by and between the
Company and Morgan Joseph & Co., Inc. (the "Representative"), which Underwriting
Agreement is filed as an exhibit to the Company's registration statement on Form
F-1, SEC File No. 333-_______, as the same has been and may be amended from time
to time hereafter (the "Registration Statement") and filed with the Securities
and Exchange Commission (the "Commission").

      NOW THEREFORE, in consideration of the mutual promises contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:

      Section 1. AUTHORIZATION, PURCHASE AND SALE; TERMS OF THE FOUNDING
DIRECTOR WARRANTS.

            A. AUTHORIZATION OF THE FOUNDING DIRECTOR WARRANTS. The Company has
      authorized, and hereby ratifies such authorization by execution hereof,
      the issuance and sale to the Purchasers of an aggregate of 900,000
      Founding Director Warrants. Each Founding Director Warrant shall upon
      exercise and payment of the exercise price specified therein entitle the
      holder to purchase one share of the Company's common stock, par value
      $0.001 per share (the "Common Stock").

            B. PURCHASE AND SALE OF THE FOUNDING DIRECTOR WARRANTS. The Company
      shall sell to the Purchasers, and subject to the terms and conditions set
      forth herein, the Purchasers shall severally purchase from the Company,
      prior to the effectiveness of the Registration Statement, an aggregate of
      900,000 Founding Director Warrants. Each Purchaser shall purchase that
      number of the Founding Director Warrants as is set forth opposite his name
      in the table contained in Exhibit A hereto. The purchase price of each
      Founding Director Warrant shall be $1.20 per warrant (the "Purchase
      Price"), which shall be paid in immediately available funds through wire
      transfers to the trust account (the "Trust Account") to be established
      pursuant to that certain Investment Management Trust Agreement by and
      between the Company and American Stock Transfer & Trust Company
      ("American"). The Purchase Price shall be wired to the Trust Account by
      the Purchasers so as to be on deposit in the Trust Account not less than
      24 hours prior to the effectiveness of the Registration Statement. Amounts
      so received in the Trust Account shall be credited against the respective
      purchase obligations of the Purchasers as described on Exhibit A hereto.

            C. TERMS OF THE FOUNDING DIRECTOR WARRANTS. The Founding Director
      Warrants shall carry rights and terms identical to those possessed by the
      Unit Warrants described in the Registration Statement, subject to the
      following exceptions: the Founding Director Warrants (i) will not be

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      transferable or salable by the Purchasers until such time as the Company
      has completed a Business Combination, (ii) will be non-redeemable so long
      as the Purchasers hold such warrants following their issuance by the
      Company to such Purchasers, and (iii) together with the shares of Common
      Stock underlying the Founding Director Warrants, are and will be entitled
      to registration rights under the registration rights agreement (the
      "Registration Rights Agreement") to be signed contemporaneously herewith
      between the Purchasers, the Initial Stockholders (as such term is defined
      in the Registration Statement) and the Company. The transfer restriction
      set forth in (i) above shall not apply to (a) transfers resulting from the
      death of any of the Purchasers, (b) transfers by operation of law, (c) any
      transfer for estate planning purposes to persons immediately related to
      the transferor by blood, marriage or adoption, or (d) any trust solely for
      the benefit of such transferor and/or the persons described in the
      preceding clause; provided, however, that with respect to each of the
      transfers described in clauses (a), (b), (c) and (d) of this sentence,
      that prior to such transfer, each permitted transferee or the trustee or
      legal guardian for each permitted transferee (hereinafter collectively,
      "Permitted Transferees" or a "Permitted Transferee") agrees in writing to
      be bound by the terms of this Agreement. Should any of the Purchasers
      transfer or sell Founding Director Warrants to persons other than
      Permitted Transferees after the Company has completed a Business
      Combination, then such Founding Director Warrants shall on the date of
      such transfer immediately become redeemable under the same terms as the
      Unit Warrants. Except as specifically provided in this Agreement, the
      terms of the Founding Director Warrants shall in all other respects be as
      set forth in the Warrant Agreement relating to the Unit Warrants by and
      between the Company and American. In the event of any conflict between
      this Agreement and the Warrant Agreement, the terms and provisions of
      which are incorporated herein by reference, this Agreement shall control.

      Section 2. THE CLOSING. The closing of the purchase and sale of the
Founding Director Warrants to the Purchasers (the "Closing") shall take place at
the offices of Morgan Joseph & Co., Inc. prior to the effectiveness of the
Registration Statement. At the Closing, the Company shall deliver warrant
certificates evidencing the Founding Director Warrants to be purchased by the
Purchasers hereunder, registered in each Purchaser's name, upon the payment of
the aggregate purchase price therefor, by wire transfer of immediately available
funds to the Trust Account.

      Section 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. As a material
inducement to the Purchasers to enter into this Agreement and purchase the
Founding Director Warrants, the Company hereby represents and warrants that:

            A. ORGANIZATION AND CORPORATE POWER. The Company is a corporation
      duly organized, validly existing and in good standing under the laws of
      the Cayman Islands and is qualified to do business in every jurisdiction
      in which the failure to so qualify would reasonably be expected to have a
      material adverse effect on the financial condition, operating results or
      assets of the Company. The Company possesses all requisite corporate power
      and authority necessary to carry out the transactions contemplated by this
      Agreement.

            B. AUTHORIZATION; NO BREACH.

                  (i) The execution, delivery and performance of this Agreement
            to which the Company is a party will have been duly authorized by
            the Company as of the Closing upon the approval hereof by the
            Company and its Board of Directors. This Agreement constitutes a
            valid and binding obligation of the Company, enforceable in
            accordance with its terms upon its execution.

                  (ii) The execution and delivery by the Company of this
            Agreement, the sale and issuance of the Founding Director Warrants
            hereunder, the issuance of the Common Stock upon exercise of the
            Founding Director Warrants (except, with respect thereto, any
            filings required under Federal or state securities laws or issuance
            of one or more legal opinions in form and content reasonably
            satisfactory to the Company pertaining to the availability of one or
            more exemptions with respect to the issuance of the Founding
            Director Warrants under applicable securities laws) and the
            fulfillment of and compliance with the respective terms hereof and
            thereof by the Company, do not and will not as of the Closing (i)
            conflict with or result in a

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            breach of the terms, conditions or provisions of, (ii) constitute a
            default under, (iii) result in the creation of any lien, security
            interest, charge or encumbrance upon the Company's capital stock or
            assets pursuant to, (iv) result in a violation of, or (v) require
            any authorization, consent, approval, exemption or other action by
            or notice or declaration to, or filing with, any court or
            administrative or governmental body or agency pursuant to the
            Certificate of Incorporation of the Company or the bylaws of the
            Company, or any material law, statute, rule or regulation to which
            the Company is subject, or any agreement, order, judgment or decree
            to which the Company is subject, except for any filings required
            after the date hereof under Federal or state securities laws.

            C. TITLE TO SECURITIES. Upon issuance in accordance with, and
      payment pursuant to, the terms hereof, the Founding Director Warrants to
      be purchased hereunder and, upon exercise of the Founding Director
      Warrants, payment of the exercise price set forth therein and conformance
      with the other provisions relating to the exercise thereto, the Common
      Stock issuable upon exercise of such Founding Director Warrants will be
      duly and validly issued, fully paid, nonassessable, and the Purchasers
      will have or receive good title to such securities, free and clear of all
      liens, claims and encumbrances of any kind, other than (a) transfer
      restrictions hereunder and under the other agreements contemplated hereby,
      (b) transfer restrictions under federal and state securities laws, and (c)
      liens, claims or encumbrances imposed due to the actions of the Purchaser.

            D. GOVERNMENTAL CONSENTS. No permit, consent, approval or
      authorization of, or declaration to or filing with, any governmental
      authority is required in connection with the execution, delivery and
      performance by the Company of this Agreement, or the consummation by the
      Company of any other transactions contemplated hereby.

            E. DISCLOSURE. (a) The Company has provided each Purchaser with a
      copy of the Registration Statement and each Amendment to the Company's
      Registration Statement, or informed each Purchaser of the filing thereof
      and instructed or requested the Purchasers to review the Registration
      Statement and each such Amendment on the Commission's website . The
      Company will provide the Purchasers with a copy of any and all amendments
      to the Registration Statement filed by the Company with the Commission
      prior to the Closing. (b) To the best of the Company's knowledge as of the
      date hereof, neither this Agreement nor the Registration Statement, taken
      as a whole, contains any untrue statement of a material fact or omits to
      state a material fact necessary to make the statements herein or therein
      not misleading in light of the circumstances in which such statements were
      made.

      Section 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. As a
material inducement to the Company to enter into this Agreement and issue and
sell the Founding Director Warrants to the Purchasers, the Purchasers hereby
severally represent, warrant and covenant to the Company (which representations,
warranties and covenants shall survive the Closing) that:

            A. CAPACITY AND STATE LAW COMPLIANCE. Each Purchaser is an
      individual over the age of 21 years with the legal capacity to execute and
      perform the obligations imposed on each of the Purchasers hereunder. Each
      Purchaser has engaged in the transactions contemplated by this Agreement
      within a state in which the offer and sale of the Founding Director
      Warrants is permitted under applicable securities laws. The Purchaser
      understands and acknowledges that the purchase of Common Stock on exercise
      of the Founding Director Warrants may require the registration of such
      Common Stock under Federal and/or state securities laws or the
      availability of an exemption from such registration requirements.

            B. AUTHORIZATION; NO BREACH.

                  (i) This Agreement constitutes a valid and binding obligation
            of each Purchaser, enforceable in accordance with its terms.

                  (ii) The execution and delivery by Purchasers of this
            Agreement and the fulfillment of and compliance with the respective
            terms hereof by Purchasers do not and shall not as of the

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            Closing conflict with or result in a breach of the terms, conditions
            or provisions of any other agreement, instrument, order, judgment or
            decree to which Purchaser is subject.

            C. INVESTMENT REPRESENTATIONS.

                  (i) Each of the Purchasers is acquiring the Founding Director
            Warrants and, upon exercise thereof, the Common Stock issuable upon
            such exercise (collectively, the "Securities") for his own account,
            for investment only and not with a view towards, or for resale in
            connection with, any public sale or distribution thereof.

                  (ii) Each Purchaser is an "accredited investor" as defined in
            Rule 501(a)(3) of Regulation D.

                  (iii) Each Purchaser understands that the Securities are being
            offered and sold to him in reliance on specific exemptions from the
            registration requirements of United States federal and state
            securities laws and that the Company is relying in part upon the
            truth and accuracy of, and Purchaser's compliance with, the
            representations, warranties and agreements of Purchaser set forth
            herein in order to determine the availability of such exemptions and
            the eligibility of Purchaser to acquire such securities.

                  (iv) Each Purchaser initiated discussions with the Company
            relating to the purchase and sale of the Securities contemplated by
            this Agreement on an unsolicited basis prior to the date of this
            Agreement. The Purchasers did not initiate such discussions, nor did
            Purchasers decide to enter into this Agreement, as a result of any
            general solicitation or general advertising within the meaning of
            Rule 502(c) under the Securities Act of 1933, as amended (the
            "Securities Act"), including the filing of the Registration
            Statement.

                  (v) Each Purchaser has been furnished with all materials
            relating to the business, finances and operations of the Company and
            materials relating to the offer and sale of the Securities which
            have been requested by Purchaser. Each Purchaser has been afforded
            the opportunity to ask questions of the other executive officers and
            directors of the Company. Each Purchaser understands that his
            investment in the Securities involves a high degree of risk. Each
            Purchaser has sought such accounting, legal and tax advice as he has
            considered necessary to make an informed investment decision with
            respect to his acquisition of the Securities. Each Purchaser has
            received and reviewed a copy of the Registration Statement,
            including without limitation, the language therein under the caption
            "Risk Factors," and signed the Registration Statement signature page
            in his capacity as an officer or director (or both) of the Company,
            as the case may be.

                  (vi) Each Purchaser understands that no United States federal
            or state agency or any other government or governmental agency has
            passed on or made any recommendation or endorsement of the
            Securities or the fairness or suitability of the investment in the
            Securities nor have such authorities passed upon or endorsed the
            merits of the offering of the Securities.

                  (vii) Each Purchaser understands that: (a) the Securities have
            not been and are not being registered under the Securities Act or
            any state securities laws, and may not be offered for sale, sold,
            assigned or transferred unless (A) subsequently registered
            thereunder or (B) sold in reliance on an exemption therefrom; and
            (b) except as specifically set forth in the Registration Rights
            Agreement, neither the Company nor any other person is under any
            obligation to register such securities under the Securities Act or
            any state securities laws or to comply with the terms and conditions
            of any exemption thereunder. In this regard, each Purchaser
            represents that he is familiar with Rule 144 adopted pursuant to the
            Securities Act, and understands the resale limitations imposed
            thereby and by the Securities Act. Each Purchaser is able to bear
            the economic risk of its investment in the Securities for an
            indefinite period of time.

                  (viii) Each Purchaser is an investor in securities of
            companies in the development stage and acknowledges that he is able
            to fend for himself, has knowledge and experience in financial and
            business matters, knows of the high degree of risk associated with
            investments

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            generally and particularly investments in the securities of
            companies in the development stage such as the Company, is capable
            of evaluating the merits and risks of an investment in the
            Securities and is able to bear the economic risk of an investment in
            the Securities in the amount contemplated hereunder. Each Purchaser
            has adequate means of providing for his current financial needs and
            contingencies and will have no current or anticipated future needs
            for liquidity which would be jeopardized by the investment in the
            Securities. Each Purchaser can afford a complete loss of his
            investment in the Securities.

                  (ix) Without in any way limiting the representations set forth
            above, the Purchasers agree not to make any disposition of all or
            any portion of the Securities unless and until:

                          (1) There is then in effect a registration statement
                    under the Securities Act covering such proposed disposition
                    and such disposition is made in accordance with such
                    registration statement; or

                          (2)(i) The Purchaser shall have notified the Company
                    of the proposed disposition and shall have furnished the
                    Company with a detailed statement of the circumstances
                    surrounding the proposed disposition, and (ii) if reasonably
                    requested by the Company, the Purchaser shall have furnished
                    the Company with an opinion of counsel, reasonably
                    satisfactory to the Company, that such disposition will not
                    require registration of such Securities under the Securities
                    Act. Notwithstanding the foregoing, each Purchaser also
                    understands and acknowledges that the transfer or exercise
                    of the Founding Director Warrants is subject to the specific
                    conditions to such transfer or exercise as outlined herein,
                    as to which each Purchaser specifically assents by his
                    execution hereof.

            F. NO GROUP. By virtue of the Purchasers purchasing the Founding
      Director Warrants under this Agreement, such participation shall not be
      construed so as to make any of the Purchasers part of, or a participant
      in, a "group" as defined in Rule 13d-5 of the Exchange Act with respect to
      any securities of the Company.

            G. RESCISSION RIGHT WAIVER AND INDEMNIFICATION.

                  (i) Each of the Purchasers understands and acknowledges that
            an exemption from the registration requirements of the Securities
            Act requires that there be no general solicitation of purchasers of
            the Founding Director Warrants. In this regard, if the Offering of
            the Units were deemed to be a general solicitation with respect to
            the Founding Director Warrants, the offer and sale of such Founding
            Director Warrants may not be exempt from registration and, if not,
            the Purchasers may have a right to rescind their purchases of the
            Founding Director Warrants. In order to facilitate the completion of
            the Offering and in order to protect the Company, its stockholders
            and the Trust Account from claims that may adversely affect the
            Company or the interests of its stockholders, each of the Purchasers
            hereby agrees to waive, to the maximum extent permitted by
            applicable law, any claims, right to sue or rights in law or
            arbitration, as the case may be, to seek rescission of his purchase
            of the Founding Director Warrants. Each of the Purchasers
            acknowledges and agrees that this waiver is being made in order to
            induce the Company to sell the Founding Director Warrants to the
            Purchasers. Each Purchaser agrees that the foregoing waiver of
            rescission rights shall apply to any and all known or unknown
            actions, causes of action, suits, claims, or proceedings
            (collectively, "Claims") and related losses, costs, penalties, fees,
            liabilities and damages, whether compensatory, consequential or
            exemplary, and expenses in connection therewith (collectively,
            "Losses and Expenses") including reasonable attorneys' and expert
            witness fees and disbursements and all other expenses reasonably
            incurred in investigating, preparing or defending against any
            Claims, whether pending or threatened, in connection with any
            present or future actual or asserted right to rescind the purchase
            of the Founding Director Warrants hereunder or relating to the
            purchase of the Founding Director Warrants and the transactions
            contemplated hereby.

                  (ii) Each Purchaser agrees not to seek recourse against the
            Trust Account for any reason whatsoever in connection with his
            purchase of the Founding Director Warrants or any Claim that may
            arise now or in the future.

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                  (iii) Each of the Purchasers agree to severally indemnify and
            hold harmless the Company, the Representative and the Trust Account
            against any and all Losses and Expenses whatsoever to which the
            Company, the Representative and the Trust Account may become subject
            as a result of the purchase of the Founding Director Warrants by the
            Purchasers or a Purchaser, including but not limited to any Claim by
            any Purchaser of the Founding Director Warrants, but only to the
            extent necessary to ensure that such Losses and Expenses do not
            reduce the amount in the Trust Account. To the extent that the
            foregoing several indemnification by the Purchasers may be
            unenforceable for any reason, each of the Purchasers agree to make
            the maximum contribution permissible by applicable law to the
            payment and satisfaction of any Losses and Expenses relating to
            Claims that may or will otherwise reduce the amount in the Trust
            Account. Any Losses and Expenses indemnified hereunder by the
            Purchasers will be paid based on the number of Founding Director
            Warrants purchased by such Purchaser relative to the total number of
            Founding Director Warrants purchased by all Purchasers hereunder,
            except to the extent that such Claims are brought by any of the
            Purchasers, in which case the foregoing indemnity obligation shall
            only be that of the Purchaser making the Claim, it being the
            understanding and agreement of the Purchasers that each of them
            shall be held harmless by the other as to any Claims, Losses and
            Expenses.

                  (iv) The Purchasers acknowledge and agree that the
            stockholders of the Company, including those who purchase the Units
            in the Offering, are and shall be third-party beneficiaries of the
            foregoing provisions of Section 5G of this Agreement.

                  (v) Each Purchaser agrees that to the extent any waiver of
            rights under this Section 5G is ineffective as a matter of law, each
            Purchaser has offered such waiver for the benefit of the Company as
            an equitable right that shall survive any statutory disqualification
            or bar that applies to a legal right. Each Purchaser acknowledges
            the receipt and sufficiency of consideration received from the
            Company hereunder in this regard.

      Section 6. CONDITIONS OF THE PURCHASERS' OBLIGATIONS AT THE CLOSING.

The obligation of the Purchasers to purchase and pay for the Founding Director
Warrants is subject to the fulfillment, at or before the Closing, of each of the
following conditions:

            A. REPRESENTATIONS AND WARRANTIES. The representations and
      warranties of the Company contained in Section 3, except for those stated
      to be made as of the date hereof, shall be true and correct in all
      material respects at and as of the Closing as though then made, except to
      the extent of changes caused by the transactions expressly contemplated
      herein or in the prospectus contained in the Registration Statement.

            B. PERFORMANCE. The Company shall have performed and complied with
      all agreements, obligations and conditions contained in this Agreement
      that are required to be performed or complied with by it on or before the
      Closing.

            C. REGISTRATION STATEMENT. The Registration Statement shall have
      been declared effective by the Commission and the closing of the Offering
      shall take place within four business days of such effective date or, if
      the Registration Statement is declared effective before 2:00 p.m. on a
      business day, the closing of the Offering shall take place within three
      business days of such effective date.

      Section 7. CONDITIONS OF THE COMPANY'S OBLIGATIONS AT THE CLOSING.

The obligations of the Company to the Purchasers under this Agreement are
subject to the fulfillment on or before the Closing of each of the following
conditions:

            A. Representations and Warranties. The representations and
      warranties of Purchasers contained in Section 4 shall be true at and as of
      the Closing as though then made.

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            B. Performance. The Purchasers shall have performed and complied
      with all agreements, obligations and conditions contained in this
      Agreement that are required to be performed or complied with by them on or
      before the Closing.

            C. Corporate Consents. The Company shall have obtained the consent
      of its Board of Directors authorizing the execution, delivery and
      performance of this Agreement and the issuance and sale of the Founding
      Director Warrants hereunder.

      Section 8. TERMINATION. This Agreement may or will be terminated at any
time prior to the consummation of the Closing if the Offering is not closed
within the time periods described in the Underwriting Agreement after the
Registration Statement is declared effective.

      Section 9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
representations and warranties contained herein shall survive the Closing for a
period of six (6) months except as otherwise specifically provided herein.

      Section 10. DEFINITIONS. For the purposes of this Agreement, the following
terms have the meanings set forth:

      "Affiliate" of any particular Person means any other Person controlling,
controlled by or under common control with such particular Person, where
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of a Person whether through the ownership of voting
securities, contract or otherwise.

      "Business Combination" means a merger, stock exchange, asset acquisition
or similar business combination of the Company with a target business or
businesses that is its initial business combination and which meets the size,
timing and other criteria outlined in the Registration Statement.

      "Common Stock" means the Company's Common Stock, par value $0.001 per
share.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Person" means any individual, partnership, corporation, limited liability
company, association, joint stock company, trust, joint venture, unincorporated
organization or governmental entity or any department, agency or political
subdivision thereof.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Securities and Exchange Commission" or "Commission" means the United
States Securities and Exchange Commission.

      Section 11. MISCELLANEOUS.

            A. LEGENDS.

                  (i) The certificates evidencing the Founding Director Warrants
            will include the legend set forth below, which the Purchasers have
            read and understand:

                    THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                    UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
                    SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
                    OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
                    ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
                    LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
                    THESE SECURITIES ARE ALSO SUBJECT TO INVESTMENT
                    REPRESENTATIONS AND RESTRICTIONS ON TRANSFER OR SALE
                    PURSUANT TO A PURCHASE AGREEMENT DATED MAY 9, 2006 WHICH
                    RESTRICTS THE TRANSFER THEREOF AS PROVIDED IN THE PURCHASE

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                    AGREEMENT, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY
                    AT ITS EXECUTIVE OFFICES.

                  (ii) By accepting the certificates bearing the aforesaid
            legend, each Purchaser agrees, prior to any permitted transfer of
            the Securities represented by the certificates and subject to the
            restrictions contained herein, to give written notice to the Company
            expressing his desire to effect such transfer and describing briefly
            the proposed transfer. Upon receiving such notice, the Company shall
            present copies thereof to its counsel and the following provisions
            shall apply:

                          (a) subject to the transfer restrictions contained
                    elsewhere in this Agreement, if, in the reasonable opinion
                    of counsel to the Company, the proposed transfer of such
                    Securities may be effected without registration under the
                    Securities Act and applicable state securities acts, the
                    Company shall promptly thereafter notify the transferring
                    Purchaser, whereupon the transferring Purchaser shall be
                    entitled to transfer such Securities, all in accordance with
                    the terms of the notice delivered by the transferring
                    Purchaser and upon such further terms and conditions as
                    shall be required to ensure compliance with the Securities
                    Act and the applicable state securities acts, and, upon
                    surrender of the certificate evidencing such Securities, in
                    exchange therefor, a new certificate not bearing a legend of
                    the character set forth above if such counsel reasonably
                    believes that such legend is no longer required under the
                    Securities Act and the applicable state securities acts; and

                          (b) subject to the transfer restrictions contained
                    elsewhere in this Agreement, if, in the reasonable opinion
                    of counsel to the Company, the proposed transfer of such
                    Securities may not be effected without registration under
                    the Securities Act or the applicable state securities acts,
                    a copy of such opinion shall be promptly delivered to the
                    transferring Purchaser, and such proposed transfer shall not
                    be made unless such registration is then in effect.

                  (iii) The Company may, from time to time, make stop transfer
            notations in its records and deliver stop transfer instructions to
            its transfer agent to the extent its counsel considers it necessary
            to ensure compliance with the Securities Act and the applicable
            state securities acts.

            B. Successors and Assigns. Except as otherwise expressly provided
      herein, all covenants and agreements contained in this Agreement by or on
      behalf of any of the parties hereto shall bind and inure to the benefit of
      the respective successors and assigns of the parties hereto whether so
      expressed or not. Notwithstanding the foregoing or anything to the
      contrary herein, the parties may not assign this Agreement.

            C. Severability. Whenever possible, each provision of this Agreement
      shall be interpreted in such manner as to be effective and valid under
      applicable law, but if any provision of this Agreement is held to be
      prohibited by or invalid under applicable law, such provision shall be
      ineffective only to the extent of such prohibition or invalidity, without
      invalidating the remainder of this Agreement.

            D. Counterparts. This Agreement may be executed simultaneously in
      two or more counterparts, any one of which need not contain the signatures
      of more than one party, but all such counterparts taken together shall
      constitute one and the same Agreement.

            E. Descriptive Headings; Interpretation. The descriptive headings of
      this Agreement are inserted for convenience only and do not constitute a
      substantive part of this Agreement. The use of the word "including" in
      this Agreement shall be by way of example rather than by limitation.

            F. Governing Law. The general corporation law of the State of
      Delaware shall govern all issues and questions concerning the
      construction, validity, enforcement and interpretation of this Agreement,
      without giving effect to any choice of law or conflict of law rules or
      provisions that would cause the application of the laws of any
      jurisdiction other than the State of Delaware.

<PAGE>

            G. Notices. All notices, demands or other communications to be given
      or delivered under or by reason of the provisions of this Agreement shall
      be in writing and shall be deemed to have been given when delivered
      personally to the recipient, sent to the recipient by reputable overnight
      courier service (charges prepaid) or mailed to the recipient by certified
      or registered mail, return receipt requested and postage prepaid. Such
      notices, demands and other communications shall be sent:


      If to the Company:    ChinaGrowth South Acquisition Corporation
                            1818 Canggong Road, Fengxian
                            Shanghai Chemical Industry Park
                            Shanghai, China 201417
                            Fax No.: 86-21-5744-8338

      With a copy to:       DLA Piper Rudnick Gray Cary US LLP
                            1251 Avenue of the Americas
                            New York, New York 10023
                            Attn:  William Haddad, Esq.
                            Fax No.: (212) 835-6001

      If to the Purchaser: At the address of the respective Purchaser as set
forth in the records of the Company.

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

            H. No Strict Construction. The parties hereto have participated
      jointly in the negotiation and drafting of this Agreement. In the event an
      ambiguity or question of intent or interpretation arises, this Agreement
      shall be construed as if drafted jointly by the parties hereto, and no
      presumption or burden of proof shall arise favoring or disfavoring any
      party by virtue of the authorship of any of the provisions of this
      Agreement.


<PAGE>



IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement on
the date first written above.


                         CHINAGROWTH SOUTH ACQUISITION
                           CORPORATION


                                   By:
                                      ------------------------------------
                                       Michael Zhang
                                       Chief Executive Officer



                         PURCHASERS

                         Global Vestor Capital Partners LLC


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                         Name:
                         Title:

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                         Name:
                         Title:

                         Chum Capital Group Limited


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                         Name:
                         Title:

                         Guorun Group Limited


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                         Name:
                         Title:

                         Venture Link Assets Limited


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                         Name:
                         Title: