Unassociated Document


     

    
      Exhibit
        10.11.5

       

    

    _____
      __,
      2008   

    


    Chardan
      2008 China Acqusition Corp.

    Suite
      18E, Tower A

    Oriental
      Kenzo Plaza

    48
      Dongzhimenwai Street

    Beijing,
      100027

    China

    


    Brean
      Murray, Carret & Co.

    570
      Lexington Avenue

    New
      York,
      New York 10022

    


    Maxim
      Group LLC

    405
      Lexington Avenue, 2nd Floor

    New
      York,
      New York 10174

    


    Roth
      Capital Partners, LLC

    24
      Corporate Plaza

    Newport
      Beach, California 92660

    


    Re:
      Initial Public Offering

    


    Gentlemen:

    


    The
      undersigned, a shareholder of Chardan 2008 China Acquisition Corp. (the
“Company”),
      in
      consideration of Brean Murray, Carret & Co., LLC, Maxim Group LLC and Roth
      Capital Partners, LLC, acting as representatives of the underwriters (the
“Underwriters”),
      entering into an underwriting agreement, dated _____ __, 2008, to underwrite
      an
      initial public offering (“IPO”)
      of the
      securities of the Company and embarking on, undertaking and continuing to
      participate in the IPO process, hereby agrees as follows (certain capitalized
      terms used herein are defined in paragraph X hereof):

    


    I. Except
      with respect to any of the IPO Shares acquired by the undersigned in connection
      with or following the IPO, the undersigned hereby (i) waives any and all right,
      title, interest or claim of any kind (a “Claim”)
      in or
      to all funds in the Trust Account and any remaining net assets of the Company
      upon liquidation of the Trust Account and dissolution of the Company; (ii)
      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 (iii) agrees
      that the undersigned will not seek recourse against the Trust Account for any
      reason whatsoever.

    


    II. Other
      than a monthly fee of $7,500 for certain office space and general and
      administrative services to be paid to Chardan Capital, LLC, neither the
      undersigned nor any affiliate of the undersigned (“Affiliate”)
      will
      be entitled to receive, and no such person will accept, any compensation for
      services rendered to the Company prior to, or in connection with, the
      consummation of a Business Combination; provided,
      however,
      that
      the undersigned shall be entitled to reimbursement from the Company for
      out-of-pocket expenses incurred in connection with seeking and consummating
      a
      Business Combination.

    


    III. The
      undersigned acknowledges and agrees that the Company will not consummate a
      Business Combination with a company affiliated with any of the Insiders or
      their
      respective affiliates unless the Company obtains an opinion from an
      unaffiliated, independent investment banking firm which is a member of the
      Financial Industry Regulatory Authority, that such a Business Combination is
      fair to the Company’s shareholders from a financial point of view.

    


    IV. Neither
      the undersigned, any member of the Immediate 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 Immediate Family of the undersigned or any
      Affiliate originates a Business Combination.

     

    
      
        
        

      

      
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    1. The
      undersigned represents and warrants that:

    


    a. the
      undersigned is not subject to or a respondent in any legal action for any
      injunction relating to, or any 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. no
      petition under the federal or foreign bankruptcy laws or any state insolvency
      law has been filed by or against, or a receiver, fiscal agent or similar officer
      was appointed by a court for the business or property of the undersigned, or
      any
      partnership in which the undersigned was or is a general partner at or within
      two years prior to the date hereof, or any corporation or business association
      of which the undersigned was an executive officer at or within two years prior
      to the date hereof;

    


    c. the
      undersigned has never been convicted of or plead 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 has not plead guilty to or been convicted in any criminal
      proceeding nor is the undersigned currently a named subject of a pending
      criminal proceeding (excluding traffic violations and other minor
      offenses);

    


    d. the
      undersigned has not been the subject of any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining the undersigned from, or
      otherwise limiting, the following activities:

    


    i. acting
      as
      a futures commission merchant, introducing broker, commodity trading advisor,
      commodity pool operator, floor broker, leverage transaction merchant, any other
      person regulated by the Commodity Futures Trading Commission or similar foreign
      authority, or an associated person of any of the foregoing, or as an investment
      adviser, underwriter, broker or dealer in securities, or as an affiliated
      person, director or employee of any investment company, bank, savings and loan
      association or insurance company, or engaging in or continuing any conduct
      or
      practice in connection with such activity; or

    


    ii. engaging
      in any activity in connection with the purchase or sale of any security or
      commodity or in connection with any violation of foreign, federal or state
      securities laws or federal or foreign commodities laws.

    


    V. The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement.

    


    VI. The
      undersigned acknowledges and understands that Underwriters and the Company
      will
      rely upon this letter agreement and the representations and warranties set
      forth
      herein in proceeding with the IPO.

    


    VII. In
      connection with the vote required to consummate a Business Combination, the
      undersigned agrees that he will vote all Insider Shares in accordance with
      the
      majority of the votes cast by the holders of the IPO Shares, and all Ordinary
      Shares acquired in or following the IPO, if any, in favor of a Business
      Combination.

    


    VIII. The
      undersigned will escrow his Insider Shares for the period commencing on the
      effective date of the prospectus relating to the IPO (the “Effective
      Date”)
      and
      ending on the earlier of (i) one year after the consummation of a Business
      Combination, or (ii) 30 months from the Effective Date (or 36 months if the
      period to consummate a Business Combination is extended by the Company’s
      shareholders), subject to the terms of a Securities Escrow Agreement which
      the
      Company will enter into with the undersigned and an escrow agent acceptable
      to
      the Company.

     

    
      
        
        

      

      
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    IX. 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 him arising out of or relating in any way to this
      letter agreement (a “Proceeding”)
      shall
      be brought and enforced in the federal courts of the United States of America
      for the Southern District of New York, and irrevocably submits to the
      jurisdiction of such courts, which jurisdiction shall be exclusive; (ii) waives
      any objection to the exclusive jurisdiction of such courts and any objection
      that such courts represent an inconvenient forum; and (iii) irrevocably agrees
      to appoint Richardson & Patel LLP (Attention: Jody R. Samuels) as agent for
      the service of process in the State of New York to receive, for the undersigned
      and on its 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 the Underwriters and appoint a substitute agent acceptable to each of the
      Company and the Underwriters 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.

    


    X. As
      used
      herein (i) a “Business
      Combination”
shall
      mean the initial acquisition by the Company, by capital merger, share exchange,
      assets or share acquisition, exchangeable share transaction, contractual control
      arrangement or any other similar business combination, of a business or
      businesses having its primary operations in the People’s Republic of China as
      well as the Hong Kong Special Administrative Region and the Macau Special
      Administrative Region, but not Taiwan; (ii) “Ordinary
      Share”
shall
      mean the ordinary shares, par value $0.0001 per share, of the Company; (iii)
      “Immediate
      Family”
shall
      mean, with respect to any person, such person’s spouse, children, parents and
      siblings (including any such relative by adoption or marriage); (iv)
“Insiders”
shall
      mean all officers, directors and shareholders of the Company immediately prior
      to the IPO; (v) “Insider
      Shares”
shall
      mean all of Ordinary Shares owned by an Insider prior to the IPO; (vi)
“IPO
      Shares”
shall
      mean the Ordinary Shares issued in the Company’s IPO; and (vii) “Trust
      Account”
shall
      mean the trust account in which most of the proceeds to the Company of the
      IPO
      will be deposited and held for the benefit of the holders of the IPO Shares,
      as
      described in greater detail in the prospectus relating to the IPO.

    


    This
      letter agreement shall supersede any other letter agreement signed by the
      undersigned with respect to the subject matter hereof.

    


    [SIGNATURE
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              Very
                truly yours,

            
	 
	 
	
              Jiangnan
                Huang

            


    

    


    
      
        
        

      

      
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