Exhibit 10.8


WARRANT PURCHASE AGREEMENT


WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this                       day
of                   ,
2007 among Stone Tan China Acquisition Corp., a Delaware corporation (the “Company”)
and the undersigned (the “Purchasers”).


WHEREAS, the Company has filed with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-1, as amended (File
No. 333-              )
(the “Registration Statement”), in connection with the Company’s initial public
offering (the “IPO”) of up to 37,500,000 units (the “Units”), each unit
consisting of one share of the Company’s common stock, $.0001 par value (the “Common
Stock”), and (ii) one warrant (the “Warrants”), each warrant to purchase one share
of Common Stock; and


WHEREAS, immediately prior to the consummation of the IPO, the Company
desires to sell in a private placement to the Purchasers (the “Placement”) an
aggregate of 2,000,000 warrants (the “Placement Warrants”) substantially identical
to the Warrants being issued in the IPO pursuant to the terms and conditions
hereof and as set forth in the Registration Statement, except that the
Placement Warrants to be issued in the Placement shall not be registered under
the Securities Act of 1933, as amended (the “Securities Act”); and


WHEREAS, each Purchaser desires to acquire the number of Placement
Warrants set forth opposite his name on Schedule A hereto; and


WHEREAS, except as provided herein, the Placement Warrants shall be
governed by the Warrant Agreement filed as an exhibit to the Registration
Statement; and


WHEREAS, the Purchasers are entitled to registration rights with
respect to the Placement Warrants and the Common Stock underlying the Placement
Warrants (the “Underlying Shares”) on the terms set forth in this Agreement;


NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:


1.             Purchase of Placement Warrants.
The Purchasers
hereby agree, directly or through their nominees, to purchase an aggregate of 2,000,000
Placement Warrants at a purchase price of $1.00 per Placement Warrant, or an
aggregate of $2,000,000 (the “Purchase Price”). Such purchases shall be in the
names and amounts set forth on Schedule A hereto.


2.             Closing. The closing of the
purchase and sale of the Placement Warrants (the “Closing”) will take place at
such time and place as the parties may agree (the “Closing Date”), but in no
event later than the closing date (the “IPO Closing Date”) of the IPO. On or
prior to the IPO Closing Date, the



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Purchasers shall
pay the Purchase Price by wire transfer of funds to the trust account at
JPMorgan Chase NY Bank, maintained by Continental Stock Transfer & Trust
Company, acting as trustee (the “Trust Account”). The certificates for the Placement
Warrants shall be delivered to the Purchasers promptly after the payment of the
Purchase Price.


3.             Lock-Up Agreement. Prior to
the consummation of a Business Combination (as defined in the Registration
Statement), the Purchasers shall not (i) sell, offer to sell, contract or agree
to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, or file (or participate in
the filing of) a registration statement with the SEC in respect of, or
establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder (the “Exchange Act”) with respect to, any Placement Warrants and the
Underlying Shares, or any securities convertible into or exercisable or
exchangeable for shares, or warrants or other rights to purchase shares or any
such securities, (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership
of Placement Warrants or Underlying Shares or any securities convertible into
or exercisable or exchangeable for shares, or warrants or other rights to
purchase shares or any such securities, whether any such transaction is to be
settled by delivery of shares or such other securities, whether any such
transaction is to be settled by delivery of shares or such other securities, in
cash or otherwise (collectively “Transfer”), provided, however,
that the following Transfers shall be allowed, on condition that prior to such
Transfer, each permitted transferee or the trustee or legal guardian for each
permitted transferee agrees in writing to be bound by the terms of this
Agreement: (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) transfers to any trust solely for the
benefit of such transferor and/or the persons described in the preceding
clause.


4.             Representations and Warranties
of the Purchasers. Each Purchaser hereby represents and warrants to the
Company that:


4.1           The
execution and delivery by the Purchasers of this Agreement and the fulfillment
of and compliance with the respective terms hereof by the Purchasers do not and
shall not as of the 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 Purchasers are subject to.


4.2           The Purchaser is an “accredited
investor” as that term is defined in Rule 501 of Regulation D promulgated under
the Securities Act.


4.3           The Placement
Warrants are being acquired for the Purchaser’s own account, only for
investment purposes and not with a view to, or for resale in connection with,
any distribution or public offering thereof within the meaning of the
Securities Act.



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4.4           The Purchaser has
the full right, power and authority to enter into this Agreement and this
Agreement is a valid and legally binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms.


4.5           The
Purchasers understand 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.


5.             Registration Rights. The
Purchasers shall have registration rights pursuant to the Registration Rights
Agreement, dated as of                           ,
2007, by and among the Company and the Investors listed on the signature page
thereto.


6.             Waiver of Claims Against Trust
Account. The Purchaser hereby waives any and all right, title, interest or
claim of any kind in or to any distributions from the Trust Account with
respect to any shares of common stock acquired by the Purchaser in connection
with the exercise of the Placement Warrants purchased hereby pursuant to this
Agreement (“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 Account for any reason
whatsoever.


7.             Waiver and Indemnification.
The Purchasers hereby waive any and all rights to assert any present or future
claims, including any right of rescission, against the Company or the
underwriters in the IPO with respect to their purchase of the Placement
Warrants, and each Purchaser agrees jointly and severally to indemnify and hold
the Company and the underwriters in the IPO harmless from all losses, damages
or expenses that relate to claims or proceedings brought against the Company or
such underwriters by Purchasers of the Placement Warrants.


8.             Counterparts; Facsimile.
This Agreement may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument. This Agreement or any
counterpart may be executed via facsimile transmission, and any such executed
facsimile copy shall be treated as an original.


9.             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, 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.


IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the         day of                        ,
2007.



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  STONE TAN CHINA ACQUISITION
  CORP.

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Richard Tan, President and

  	
   

  
	
   

  	
   

  	
  Chief Executive
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INSIDERS:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Richard Tan

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Roger W. Stone

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 



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SCHEDULE A



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