Exhibit 10.5


SECURITIES ESCROW AGREEMENT


SECURITIES ESCROW AGREEMENT, dated as of                             ,
2007 (“Agreement”) by and among Stone Tan China Acquisition Corp., a Delaware
corporation (“Company”), the undersigned parties listed as Initial Stockholders
on the signature page hereto (collectively, the “Initial Stockholders”) and
Continental Stock Transfer & Trust Company, a New York corporation (“Escrow
Agent”).


WHEREAS, the Company has entered into an Underwriting Agreement, dated                 ,
2007 (“Underwriting Agreement”) with Morgan Joseph & Co., Inc. (“Morgan
Joseph”), as representative of the underwriters named therein (collectively, “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to
purchase 37,500,000 units (“Units”) of the Company. Each Unit consists of one
share of the Company’s common stock, par value $.0001 per share (“Common Stock”),
and one warrant, each warrant to purchase one share of Common Stock, all as
more fully described in the Company’s definitive Prospectus, dated                     ,
2007 (“Prospectus”) comprising part of the Company’s Registration Statement on
Form S-1 (File No. 333-                  )
under the Securities Act of 1933, as amended (“Registration Statement”),
declared effective on                             ,
2007 (“Effective Date”); and


WHEREAS, the Initial Stockholders have agreed, as a condition of the
Underwriters’ obligation to purchase the Units pursuant to the Underwriting
Agreement and to offer them to the public, to deposit all of their shares of
Common Stock as set forth opposite their respective names in Schedule A
attached hereto (collectively “Escrow Securities”), in escrow as
hereinafter provided; and


WHEREAS, certain of the Initial Stockholders have agreed to purchase
warrants (the “Founders’ Warrants”) in a private placement prior to the
consummation of the offering, and to deposit all of their Founders’ Warrants in
escrow in the amounts set forth opposite their respective names in Schedule B
attached hereto the (the “Escrow Warrants” and together with the Escrow Securities,
the “Escrow Securities”)


WHEREAS, the Company and the Initial Stockholders desire that the
Escrow Agent accept the Escrow Securities, in escrow, to be held and disbursed
as hereinafter provided.













NOW, THEREFORE, IT IS AGREED:


1.             Appointment of
Escrow Agent. The
Company and the Initial Stockholders hereby appoint the Escrow Agent to act in
accordance with and subject to the terms of this Agreement and the Escrow Agent
hereby accepts such appointment and agrees to act in accordance with and
subject to such terms.


2.             Deposit of
Escrow Securities. With respect to the Escrow Securities, each of the
Initial Stockholders shall deliver on or prior to the Effective Date to the
Escrow Agent certificates representing his or her respective Escrow Securities
that have been issued as of such date, to be held and disbursed subject to the
terms and conditions of this Agreement. Each Initial Stockholder acknowledges
and agrees that the certificates representing his or her Escrow Securities is
legended to reflect the deposit of such Escrow Securities under this Agreement.


3.             Disbursement of
the Escrow Securities. The Escrow Agent shall hold the Escrow Securities
until one year from the closing date of a Business Combination (“Escrow Period”),
on which date it shall, upon written instructions from each Initial
Stockholder, disburse each of the Initial Stockholder’s Escrow Securities to
such Initial Stockholder; provided, however, that if the
Underwriters do not exercise their over-allotment option in full, up to 1,406,250
of Escrow Securities shall be released to the Company upon written instruction
from the Company; provided, further, that if the Escrow Agent is
notified by the Company pursuant to Section 6.6 hereof that the Company is
being liquidated at any time during the Escrow Period, then the Escrow Agent
shall promptly destroy the certificates representing the Escrow Securities; provided further,
that if, after the Company consummates a Business Combination, it (or the
surviving entity) subsequently consummates a liquidation, merger, stock
exchange or other similar transaction which results in all of its stockholders
of such entity having the right to exchange their shares of Common Stock for
cash, securities or other property, then the Escrow Agent will, upon receipt of
a certificate, executed by the Chairman, Chief Executive Officer or Chief
Financial Officer of the Company, in form reasonably acceptable to the Escrow
Agent, that such transaction is then being consummated, release the Escrow Securities
to the Initial Stockholders upon consummation of such transaction so that they can
similarly participate. Upon written instructions from the Company advising that
a Business Combination has been consummated and that public stockholders
holding in excess of 20% of the shares of Common Stock issued pursuant to the
Registration Statement exercise the right to redeem their shares for cash as
described in the Registration Statement, the Escrow Agent will release and
deliver to the Company for cancellation on a pro rata basis certificates
representing that number of Escrow Securities (up to a maximum of 1,171,875)
which results in the Initial Stockholders collectively owning no more then
23.81% of the Company’s outstanding Common Stock immediately prior to the
consummation of the Business Combination after giving effect to the redemption.
Such instructions shall be set forth both the number of shares the Company is
redeeming and the number of Escrow Securities to be delivered to the Company
for cancellation. The Escrow Agent shall have no further duties hereunder after
the disbursement or destruction of the Escrow Securities in accordance with
this Section 3.


4.             Rights of Initial
Stockholders in Escrow Securities.


4.1           Voting Rights as a Stockholder. Subject to the
terms of the Insider Letter described in Section 4.4 hereof and except as
herein provided, the Initial Stockholders shall retain all of their rights as
stockholders of the Company during the Escrow Period, including, without
limitation, the right to vote such shares.


4.2           Dividends and Other Distributions in Respect of the
Escrow Securities. During the Escrow Period, all dividends payable in cash
with respect to the Escrow Securities shall be paid to the Initial
Stockholders, but all dividends payable in stock or other non-cash property (“Non-Cash
Dividends”) shall be delivered to the Escrow Agent to hold in accordance with
the terms hereof. As used herein, the term “Escrow Securities” shall be deemed
to include the Non-Cash Dividends distributed thereon, if any.













4.3           Restrictions on Transfer. During the Escrow Period,
no sale, transfer or other disposition may be made of any or all of the Escrow Securities
except (i) by gift to a member of Initial Stockholder’s immediate family or to
a trust or other entity, the beneficiary of which is an Initial Stockholder or
a member of an Initial Stockholder’s immediate family, or (ii) by virtue of the
laws of descent and distribution upon death of any Initial Stockholder, (iii)
pursuant to a qualified domestic relations order; provided, however,
that such permissive transfers may be implemented only upon the respective
transferee’s written agreement to be bound by the terms and conditions of this
Agreement and of the Insider Letter signed by the Initial Stockholder
transferring the Escrow Securities. During the Escrow Period, the Initial
Stockholders shall not pledge or grant a security interest in the Escrow Securities
or grant a security interest in their rights under this Agreement.


4.4           Insider Letters. Each of the Initial Stockholders
has executed a letter agreement with Morgan Joseph and the Company, dated as
indicated on Schedule A hereto, and which is filed as an exhibit to the
Registration Statement (“Insider Letter”), respecting the rights and
obligations of such Initial Stockholder in certain events, including but not
limited to the liquidation of the Company.


5.             Concerning the
Escrow Agent.


5.1           Good Faith Reliance. The Escrow Agent shall not be
liable for any action taken or omitted by it in good faith and in the exercise
of its own best judgment, and 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 Escrow Agent), 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
Escrow Agent to be genuine and to be signed or presented by the proper person
or persons. The Escrow Agent shall not be bound by any notice or demand, or any
waiver, modification, termination or rescission of this Agreement unless
evidenced by a writing delivered to the Escrow Agent signed by the proper party
or parties and, if the duties or rights of the Escrow Agent are affected,
unless it shall have given its prior written consent thereto.


5.2           Indemnification. The Escrow Agent shall be
indemnified and held harmless by the Company from and against any expenses, including
counsel fees and disbursements, or loss suffered by the Escrow Agent in
connection with any action, suit or other proceeding involving any claim which
in any way, directly or indirectly, arises out of or relates to this Agreement,
the services of the Escrow Agent hereunder, or the Escrow Securities held by it
hereunder, other than expenses or losses arising from the gross negligence or
willful misconduct of the Escrow Agent. Promptly after the receipt by the
Escrow Agent of notice of any demand or claim or the commencement of any
action, suit or proceeding, the Escrow Agent shall notify the other parties
hereto in writing. In the event of the receipt of such notice, the Escrow
Agent, in its sole discretion, may commence an action in the nature of
interpleader in an appropriate court to determine ownership or disposition of
the Escrow Securities or it may deposit the Escrow Securities with













the clerk of any appropriate court or it may
retain the Escrow Securities pending receipt of a final, non appealable order
of a court having jurisdiction over all of the parties hereto directing to whom
and under what circumstances the Escrow Securities are to be disbursed and
delivered. The provisions of this Section 5.2 shall survive in the event the
Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


5.3           Compensation. The Escrow Agent shall be entitled to
reasonable compensation from the Company for all services rendered by it
hereunder, as set forth on Exhibit A hereto. The Escrow Agent shall also be
entitled to reimbursement from the Company for all expenses paid or incurred by
it in the administration of its duties hereunder including, but not limited to,
all counsel, advisors’ and agents’ fees and disbursements and all taxes or
other governmental charges. The Escrow Agent shall bill the Company on a
monthly basis for services rendered.


5.4           Further Assurances. From time to time on and after
the date hereof, the Company and the Initial Stockholders shall deliver or
cause to be delivered to the Escrow Agent such further documents and
instruments and shall do or cause to be done such further acts as the Escrow
Agent shall reasonably request to carry out more effectively the provisions and
purposes of this Agreement, to evidence compliance herewith or to assure itself
that it is protected in acting hereunder.


5.5           Resignation. The Escrow Agent may resign at any
time and be discharged from its duties as escrow agent hereunder by its giving
the other parties hereto written notice and such resignation shall become
effective as hereinafter provided. Such resignation shall become effective at
such time that the Escrow Agent shall turn over to a successor escrow agent
appointed by the Company and approved by Morgan Joseph, the Escrow Securities
held hereunder. If no new escrow agent is so appointed within the 60 day period
following the giving of such notice of resignation, the Escrow Agent may
deposit the Escrow Securities with any court it deems appropriate.


5.6           Discharge of Escrow Agent. The Escrow Agent shall
resign and be discharged from its duties as escrow agent hereunder if so
requested in writing at any time by the Company and a majority of the Initial
Stockholders, jointly, provided, however, that such resignation
shall become effective only upon acceptance of appointment by a successor
escrow agent as provided in Section 5.5.


5.7           Liability. Notwithstanding anything herein to the
contrary, the Escrow Agent shall not be relieved from liability hereunder for
its own gross negligence or its own willful misconduct.


6.             Miscellaneous.


6.1           Governing Law. This Agreement shall for all
purposes be deemed to be made under and shall be construed in accordance with
the laws of the State of New York. Each of the parties hereby agrees that any
action, proceeding or claim against it arising out of or relating in any way to
this Agreement shall be brought and enforced in the courts of the State of New
York or the United States District Court for the Southern













District of New York (each, a “New York court”),
and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. Each of the parties hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.


6.2           Third-Party Beneficiaries. Each of the Initial
Shareholders hereby acknowledges that Morgan Joseph is a third-party
beneficiary of this Agreement and this Agreement may not be modified or changed
without the prior written consent of Morgan Joseph.


6.3           Entire Agreement. This Agreement contains the
entire agreement of the parties hereto with respect to the subject matter
hereof and, except as expressly provided herein, may not be changed or modified
except by an instrument in writing signed by the party to the charged.


6.4           Headings. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation thereof.


6.5           Binding Effect. This Agreement shall be binding
upon and inure to the benefit of the respective parties hereto and their legal
representatives, successors and assigns.


6.6           Notices. Any notice or other communication required
or which may be given hereunder shall be in writing and either be delivered
personally or by private national courier service, or be mailed, certified or
registered mail, return receipt requested, postage prepaid, and shall be deemed
given when so delivered personally or, if sent by private national courier
service, on the next business day after delivery to the courier, or, if mailed,
two business days after the date of mailing, as follows:


If to the Company, to:


Stone Tan China Acquisition Corp.

9191 Towne Center Drive,

Suite 410

San Diego, California 92122

Attn: Richard Tan, President and Chief Executive Officer

If to a Stockholder, to his address set forth in Exhibit A.













and if to the Escrow Agent, to:


Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Felix Orihuela, Vice President and Senior Account Executive


A copy of any notice sent hereunder shall be sent to:


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Fran Stoller, Esq.


and:


Morgan Joseph & Co., Inc.

600 Fifth Avenue

19th Floor

New York, New York 10020

Attn: Tina Pappas


and:


DLA Piper US LLP

1251 Avenue of the Americas

New York, New York 10020

Attn: Jonathan Klein, Esq.


The parties may change the persons and addresses to which the notices
or other communications are to be sent by giving written notice to any such
change in the manner provided herein for giving notice.


6.7           Liquidation of Company. The Company shall give the
Escrow Agent written notification of the liquidation and dissolution of the
Company in the event that the Company fails to consummate a Business
Combination within the time period(s) specified in the Prospectus.


6.8           Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original and all such counterparts shall together constitute
one and the same instrument.


WITNESS the execution of this Agreement as of the date first above
written.


 


	
  

  	
  STONE TAN CHINA ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Richard Tan, President and Chief Executive Officer

  



 


 


- Signature page of Initial Stockholders immediately
follows -













WITNESS the execution of this Agreement as of the date first above
written.


	
  

  	
  INITIAL
  STOCKHOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 













WITNESS the execution of this Agreement as of the date first above
written.


	
   

  	
  CONTINENTAL STOCK TRANSFER

  
	
   

  	
     &
  TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 













SCHEDULE A


	
  Name and Address of Initial Stockholder

  	
   

  	
  Number of

  Common Shares

  	
   

  	
  Number of

  Warrants

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 













EXHIBIT A


Escrow Agent Fees













SCHEDULE B


Escrow Warrants