Unassociated Document


    Exhibit
      10.1

    


    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

    


    This
      INVESTMENT MANAGEMENT TRUST AGREEMENT (this
      “Agreement”)
      entered into as of the __th day of _____, 2008, by and between Chardan 2008
      China Acquisition Corp., a British Virgin Islands business company of limited
      liability (the “Company”),
      with
      offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza,
      48 Dongzhimenwai Street, Beijing, 100027, China, and Continental Stock Transfer
      & Trust Company, a New York corporation (“Trustee”)
      located at 17 Battery Place, New York, New York 10004.

    


    WHEREAS,
      the
      Company’s registration statement, No. 333-152623 on
      Form
      F-1, as amended (the “Registration
      Statement”),
      for
      its initial public offering (“IPO”)
      of
      units (the “Units”)
      of the
      Company, each Unit consisting of one ordinary share, par value $0.0001 per
      share
      (an “Ordinary
      Share”)
      and
      one warrant to purchase one Ordinary Share (a “Warrant”),
      has
      been declared effective as of the date hereof (the “Effective
      Date”)
      by the
      Securities and Exchange Commission (the “Commission”);

    


    WHEREAS,
      the
      Company has issued an aggregate of 2,000,000 warrants (the “Private
      Placement Warrants”)
      in a
      private offering (the “Offering”)
      pursuant to the Securities Act of 1933, as amended (the “Act”);

    


    WHEREAS,
      Brean
      Murray, Carret & Co., LLC, Maxim Group LLC and Roth Capital Partners, LLC
      (the “Representatives”)
      are
      acting as the representative of the several underwriters (the “Underwriters”)
      in the
      IPO;

    


    WHEREAS,
      as
      described in the Company’s Registration Statement, and in accordance with the
      Company’s Amended and Restated Memorandum and Articles of Association, an
      aggregate of $54,300,000 of the gross proceeds of the IPO, including $1,100,000
      in deferred underwriting compensation, $1,100,000 in deferred non-accountable
      expense allowance and $1,000,000 of the sale proceeds of the Private Placement
      Warrants, will be delivered to the Trustee to be deposited and held in a trust
      account for the benefit of the Company and the holders of the Company’s Ordinary
      Shares issued in the IPO, except as otherwise provided herein, (the amount
      to be
      delivered to the Trustee will be referred to herein as the “Property”;
      the
      shareholders for whose benefit the Trustee shall hold the Property will be
      referred to as the “Public
      Shareholders”,
      and
      the Public Shareholders, the Underwriters and the Company will be referred
      to
      together as the “Beneficiaries”);

    


    WHEREAS,
      pursuant to the Underwriting Agreement, dated as of _____ __, 2008, between
      the
      Company and the Underwriters, a portion of the Property equal to: (i) $1,100,000
      is attributable to deferred underwriting compensation, and (ii) $1,100,000
      is
      attributable to deferred non-accountable expense allowance, which will become
      payable by the Company to the Underwriters upon the consummation of a Business
      Combination (as defined in the Registration Statement), and then only with
      respect to those Units as to which the component ordinary shares have not been
      redeemed for cash by those shareholders who voted against the business
      combination and exercised their redemption rights (the “Deferred
      Discount”);
      and

    


    WHEREAS,
      the
      Company and the Trustee desire to enter into this Agreement to set forth the
      terms and conditions pursuant to which the Trustee shall hold the
      Property;

    


    IT
      IS AGREED:

    


    1. Agreements
      and Covenants of Trustee.
      The
      Trustee is hereby appointed to serve as Trustee hereunder, and the Trustee
      hereby agrees to act as Trustee upon the terms and conditions set forth herein.
      The Trustee hereby agrees and covenants to:

    


    (a) hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement, in a segregated trust account(s) (“Trust
      Account”)
      established by the Trustee at J.P. Morgan Chase Bank N.A. and at a branch of
      Goldman Sachs Group, Inc. located outside the United States selected by the
      Company;

    


    (b) manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) in
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in any “Government
      Security”.
      As
      used herein, Government Security means any Treasury Bill issued by the United
      States, having a maturity of 180 days or less or any open ended investment
      company registered under the Investment Company Act of 1940, as amended, that
      holds itself out as a money market fund meeting the conditions of paragraphs
      (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated under the Investment
      Company Act of 1940, as determined by the Company;

    


    (d) collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,” as such term is used herein;

    


    (e) notify
      the Company of all communications received by it with respect to any Property
      requiring action by the Company;

    


    (f) supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of the tax returns for the Trust
      Account or the Company;

    


    (g) participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company and/or
      the
      Underwriters to do so;

    


    (h) render
      to
      the Company, and to such other person as the Company may instruct, monthly
      written statements of the activities of and amounts in the Trust Account
      reflecting all receipts and disbursements of the Trust Account;

    


    (i) if
      there
      is any income or other tax obligation relating to the income from the Property
      in the Trust Account as determined by the Company, then, from time to time,
      at
      the written instruction of the Company, the Trustee shall promptly to the extent
      there is not sufficient cash in the Trust Account to pay such tax obligation,
      liquidate such assets held in the Trust Account as shall be designated by the
      Company in writing, and
      disburse
      to the Company by wire transfer, out of the Property in the Trust Account,
      the
      amount indicated
      by the Company as owing in
      respect of such income tax obligation;
      

    


    (j) as
      of the
      date of the consummation of the Company’s initial business combination, whether
      through merger, share exchange, asset or share acquisition, exchangeable share
      transaction, contractual control arrangement or other similar type of
      transaction, of one or more assets or operating businesses in which the
      collective fair market value of the target business is equal to at least eighty
      percent of the net assets of the Company at the time of such business
      combination (a “Business
      Combination”)
      or the
      vote of the Company’s board of directors to liquidate and dissolve the Company,
      commence liquidation of the Trust Account in accordance with the terms of a
      letter (“Termination
      Letter”),
      in a
      form substantially similar to that annexed hereto as Exhibit
      A
      or
Exhibit
      B,
      as
      applicable, signed on behalf of the Company by its Chairman and Chief Executive
      Officer, and complete the liquidation of the Trust Account and distribute the
      Property in the Trust Account only as directed in the Termination Letter and
      the
      other documents referred to therein. The Trustee understands and agrees that
      disbursements from the Trust Account shall be made only pursuant to a duly
      executed Termination Letter, together with the other documents referenced
      herein. The provisions of this Section 1(j) may not be modified, amended or
      deleted under any circumstances;

     

    
      
        
        

      

      
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    (k) in
      accordance with the instructions contained in the Termination Letter, as of
      the
      date 18 months from the date of this Agreement (the “LOI
      Termination Date”),
      or 30
      months from the date hereof in the event the Company has executed the Letter
      of
      Intent (as hereinafter defined) prior to the LOI Termination Date but failed
      to
      consummate a Business Combination (the “Second
      Termination Date”),
      or 36
      months from the date hereof in the event the Company’s shareholders have voted
      to increase the amount of time available to the Company to consummate a Business
      Combination (the “Third
      Termination Date”),
      commence liquidation of the Trust Account. The Trustee, upon receipt of written
      instructions from the Company and the Representatives, shall deliver a notice
      to
      Public Shareholders of record as of the LOI Termination Date, Second Termination
      Date or Third Termination Date, whichever the case may be, by U.S. mail or
      via
      the Depository Trust Company (“DTC”),
      within five days of the LOI Termination Date, Second Termination Date or Third
      Termination Date, as applicable, to notify the Public Shareholders of such
      event. The Trustee shall deliver to each Public Shareholder its ratable share
      of
      the Property against satisfactory evidence of delivery of the ordinary share
      certificates by the Public Shareholders to the Company through DTC, its Deposit
      Withdraw Agent Commission system or as otherwise presented to the Trustee;
      provided,
      however,
      that in
      the event that a Termination Letter has not been received by the LOI Termination
      Date, the Second Termination Date or the Third Termination Date, whichever the
      case may be, the Trust Account shall be liquidated as part of the Company’s plan
      of dissolution and distribution approved by the Company’s Public Shareholders in
      accordance with the procedures set forth in the Termination Letter to the
      shareholders of record on the record date; provided,
      further,
      that
      the record date shall be within ten (10) days of the LOI Termination Date,
      the
      Second Termination Date or Third Termination Date, whichever the case may be,
      or
      as soon thereafter as is practicable. Notwithstanding the foregoing, (i) if
      the
      Trustee receives a bona fide, executed letter of intent or engagement letter
      (the “Letter
      of Intent”)
      for a
      Business Combination prior to the LOI Termination Date, accompanied by an
      Officer’s Certificate (as hereinafter defined), then the Trustee shall forego or
      suspend any liquidation of the Trust Account until the earlier of a Business
      Combination or the Second Termination Date, and (ii) if, prior to the Second
      Termination Date, the Trustee receives a certified copy of the results of a
      meeting of the Company’s shareholders pursuant to which the Company’s
      shareholders extended the time available to the Company to consummate a Business
      Combination to the Third Termination Date, as accompanied by an Officer’s
      Certificate, then the Trustee shall forego or suspend any liquidation of the
      Trust Account until the earlier of a Business Combination or the Third
      Termination Date; and

    


    (l) the
      distribution, if any, of the Deferred Discount to the Underwriters upon the
      liquidation of the Trust Account as provided herein shall be made from the
      Trust
      Account through the Trustee (and not through the Company) in accordance with
      a
      written instruction of the Company and the Underwriters.

    


    2. Limited
      Distributions of Income on Property.

    


    (a) If
      there
      is any income or other tax obligation relating to the income from the Property
      in the Trust Account as determined by the Company, then, from time to time,
      at
      the written instruction of the Company, the Trustee shall promptly to the extent
      there is not sufficient cash in the Trust Account to pay such tax obligation,
      liquidate such assets held in the Trust Account as shall be designated by the
      Company in writing, and
      disburse
      to the Company by wire transfer, out of the Property in the Trust Account,
      the
      amount indicated
      by the Company as owing in
      respect of such income tax obligation;
      provided,
      however,
      that
      the aggregate amounts distributed pursuant to this Section 2(a) and Section
      2(b)
      below may not at any time cause the amount in the Trust Account to fall below
      the amount initially deposited into the Trust Account.

    


    (b) Upon
      one
      or more written requests from the Company, the Trustee shall distribute to
      the
      Company interest earned on the Trust Account, net of taxes payable. The
      distributions requested by the Company may be for any amount, provided that
      (i)
      in the aggregate, all distributions under this paragraph 2(b) may not exceed
      the
      limitation imposed by paragraph 2(a), and (ii) that such distributions may
      only
      be made if and to the extent that interest has been earned and collected, net
      of
      taxes, on the amount initially deposited into the Trust Account.

    


    (c) Except
      as
      provided in this Section 2, no other distributions from the Trust Account shall
      be permitted except in accordance with Sections 1(i) and 1(j)
      hereof.

    


    3. Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants:

    


    (a) to
      give
      all instructions to the Trustee hereunder in writing, signed by the Company’s
      Chairman or Chief Executive Officer. In addition, except with respect to its
      duties under Sections 1(i) and 1(j) above, the Trustee shall be entitled to
      rely
      on, and shall be protected in relying on, any verbal or telephonic advice or
      instruction which it in good faith believes to be given by any one of the
      persons authorized above to give written instructions; provided,
      however,
      that
      the Company shall promptly confirm such instructions in writing. In all cases,
      the Company shall provide the Representatives with a copy of any Termination
      Letter and/or any other correspondence delivered to the Trustee or received
      from
      the Trustee with respect to any proposed withdrawal from the Trust Account
      promptly after it has delivered or received same;

     

    
      
        
        

      

      
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    (b) subject
      to the provisions of Section 5 hereof, to hold the Trustee harmless and
      indemnify the Trustee from and against, any and all expenses, including
      reasonable counsels’ fees and disbursements, or loss suffered by the Trustee in
      connection with any action, suit or other proceeding brought against the Trustee
      involving any claim, or in connection with any claim or demand which in any
      way
      arises out of or relates to this Agreement, the services of the Trustee
      hereunder, or the Property or any income earned from investment of the Property,
      except for expenses and losses resulting from the Trustee’s gross negligence or
      willful misconduct. Promptly after the receipt by the Trustee of notice of
      demand or claim or the commencement of any action, suit or proceeding, pursuant
      to which the Trustee intends to seek indemnification under this paragraph,
      it
      shall notify the Company in writing of such claim (hereinafter referred to
      as
      the “Indemnified
      Claim”).
      The
      Trustee shall have the right to conduct and manage the defense against such
      Indemnified Claim, provided, that the Trustee shall obtain the consent of the
      Company with respect to the selection of counsel, which consent shall not be
      unreasonably withheld. The Company may participate in such action with its
      own
      counsel;

    


    (c) to
      pay
      the Trustee an initial acceptance fee, an annual fee and a transaction
      processing fee for each disbursement made pursuant to Sections 2(a) and 2(b)
      as
      set forth on Schedule
      A
      annexed
      hereto, which fees shall be subject to modification by the parties from time
      to
      time. It is expressly understood that the Property shall not be used to pay
      such
      fee. The Company shall pay the Trustee the initial acceptance fee and first
      year’s fee at the consummation of the IPO and thereafter on the anniversary of
      the Effective Date. The Trustee shall refund to the Company the fee (on a pro
      rata basis) with respect to any period after the liquidation of the Trust Fund.
      The Company shall not be responsible for any other fees or charges of the
      Trustee except as set forth in this Section 3(c) and as may be provided in
      Section 3(b) hereof (it being expressly understood that the Property shall
      not
      be used to make any payments to the Trustee under such section);

    


    (d) that,
      in
      the event that the Company consummates a Business Combination and the Trust
      Account is liquidated in accordance with Sections 1(i) or 1(j) hereof, an
      independent party designated by the Representatives shall act as the inspector
      of election to certify the results of the shareholder vote and the Public
      Shareholder vote;

    


    (e) that
      the
      Company’s Chairman or Chief Executive Officer shall certify (i) prior to the LOI
      Termination Date that (A) the Company has entered into a Business Combination;
      (B) the Company has entered into a Letter of Intent or definitive agreement
      relating to a Business Combination; or (C) that the Company’s board of directors
      has determined to liquidate the Company; (ii) prior to the Second Termination
      Date that (A) the Company has entered into a Business Combination; (B) the
      Company’s shareholders voted to extend the time period available to the Company
      to consummate a Business Combination to the Third Termination Date; or (C)
      that
      the Company’s board of directors has determined to liquidate the Company; and
      (iii) prior to the Third Termination Date that (A) the Company has entered
      into
      a Business Combination; or (B) that the Company’s board of directors has
      determined to liquidate the Company. A copy of any applicable consents, actions
      of shareholders, Letter of Intent or definitive agreement shall be attached
      to
      such certificate; 

    


    (f) in
      connection with any vote of the Company’s shareholders regarding a Business
      Combination, to provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and tabulating
      shareholder votes verifying the vote of the Public Shareholders regarding such
      Business Combination; and

    


    (g) as
      soon
      as practicable after the LOI Termination Date, Second Termination Date or Third
      Termination Date, as applicable, to instruct the Trustee to commence liquidation
      of the Trust Account as part of the Company’s plan of dissolution and
      liquidation.

    


    4. Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

    


    (a) imply
      obligations, perform
      duties, inquire or otherwise be subject to the provisions of any agreement
      or
      document other than this agreement and that which is expressly set forth
      herein;

    


    (b) take
      any
      action with respect to the Property, other than as directed in Section 1 and
      2
      hereof and the Trustee shall have no liability to any party except for liability
      arising out of its own gross negligence or willful misconduct;

    


    (c) institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received written instructions
      from the Company given as provided herein to do so and the Company shall have
      advanced or guaranteed to it funds sufficient to pay any expenses incident
      thereto;

     

    
      
        
        

      

      
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    (d) change
      the investment of any Property, other than in compliance with Section
      1(c);

    


    (e) refund
      any depreciation in principal of any Property;

    


    (f) assume
      that the authority of any person designated by the Company to give instructions
      hereunder shall not be continuing unless provided otherwise in such designation,
      or unless the Company shall have delivered a written revocation of such
      authority to the Trustee;

    


    (g) the
      Company or to anyone else for any action taken or omitted by it, or any action
      suffered by it to be taken or omitted, in good faith and in the exercise of
      its
      own best judgment, except for its gross negligence or willful misconduct. The
      Trustee 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 Trustee), 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 Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this Agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

    


    (h) pay
      any
      taxes on behalf of the Trust Account (it being expressly understood that the
      Trustee’s sole obligation with respect to taxes shall be as set forth in Section
      2(a) hereof); and

    


    (i) verify
      calculations, qualify or otherwise approve Company requests for distributions
      pursuant to Sections 1(i), 1(j), 2(a) or 2(b) above.

    


    5. No
      Right of Set-Off.
      The
      Trustee waives any right of set-off or any right, title, interest or claim
      of
      any kind that the Trustee may have against the Property held in the Trust
      Account. In the event the Trustee has a claim against the Company under this
      Agreement, including, without limitation, under Section 3(b), the Trustee will
      pursue such claim solely against the Company and not against the Property held
      in the Trust Account.

    


    6. Termination.
      This
      Agreement shall terminate as follows:

    


    (a) if
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee during which time the Trustee shall continue to act in accordance with
      the terms of this Agreement. At such time that the Company notifies the Trustee
      that a successor trustee has been appointed by the Company and has agreed to
      become subject to the terms of this Agreement, the Trustee shall transfer the
      management of the Trust Account to the successor trustee, including but not
      limited to the transfer of copies of the reports and statements relating to
      the
      Trust Account, whereupon this Agreement shall terminate; provided,
      however,
      that,
      in the event that the Company does not locate a successor trustee within ninety
      days of receipt of the resignation notice from the Trustee, the Trustee may
      submit an application to have the Property deposited with the United States
      District Court for the Southern District of New York and upon such deposit,
      the
      Trustee shall be immune from any liability whatsoever that arises due to any
      actions or omissions to act by any party after such deposit; or

    


    (b) at
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of Sections 1(i) or 1(j) hereof, and distributed
      the Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate.

    


    7. Miscellaneous.

    


    (a) The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth below with respect to funds transferred from
      the
      Trust Account. The Company and the Trustee will each restrict access to
      confidential information relating to such security procedures to authorized
      persons. Each party must notify the other party immediately if it has reason
      to
      believe unauthorized persons may have obtained access to such information,
      or of
      any change in its authorized personnel. In executing funds transfers, the
      Trustee will rely upon all
      information supplied to it by the Company, including, account names, account
      numbers, and all other identifying information relating to a beneficiary,
      beneficiary’s bank or intermediary bank.
      The
      Trustee shall not be liable for any loss, liability or expense resulting from
      any error in an account number or other identifying number.

     

    
      
        
        

      

      
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    (b) This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflict of laws. It
      may
      be executed in several counterparts, each one of which shall constitute an
      original, and together shall constitute but one instrument.

    


    (c) This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. This Agreement or any provision
      hereof may only be changed, amended or modified by a writing signed by each
      of
      the parties hereto; provided,
      however,
      that no
      such change, amendment or modification may be made without the prior written
      consent of the Representatives who, along with each other Underwriter, the
      parties specifically agree, are and shall be the third party beneficiaries
      for
      purposes of this Agreement; provided,
      further,
      any
      amendment to Section 1(j) shall require the vote or consent of holders of 95%
      of
      the Ordinary Shares held by the Public Shareholders, it being the specific
      intention of the parties hereto that each Public Shareholder is and shall be
      a
      third-party beneficiary of this Section 7(c) with the same right and power
      to
      enforce this Section 7(c) as either of the parties hereto. For purposes of
      this
      Section 7(c), the “consent of holders of 95% of the Ordinary Shares held by the
      Public Shareholders” shall mean receipt by the Trustee of a certificate from an
      entity certifying that (i) such entity regularly engages in the business of
      serving as inspector of elections for companies whose securities are publicly
      traded, and (ii) either (a) 95% of the Public Shareholders of record as of
      the
      record date, have voted in favor of such amendment or modification, or (b)
      95%
      of the Public Shareholders of record as of the record date has delivered to
      such
      entity a signed writing approving such amendment or modification.. As to any
      claim, cross-claim or counterclaim in any way relating to this Agreement, each
      party waives the right to trial by jury.

    


    (d) The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York for purposes of resolving any disputes
      hereunder. The parties hereto irrevocably submit to such jurisdiction, which
      jurisdiction shall be exclusive, and hereby waive any objection to such
      exclusive jurisdiction and accept such venue, and waive any objection that
      such
      courts represent an inconvenient forum.

    


    (e) Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

    


    if
      to the
      Trustee, to:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Park

    New
      York,
      New York 10004

    Fax
      No.:
      (212) 509-5150

    Attn.:
      Steven Nelson & Frank Di Paolo

    


    if
      to the
      Company, to:

    


    Chardan
      China 2008 Acquisition Corp.

    c/o
      Chardan Capital, LLC

    Suite
      18E, Tower A

    Oriental
      Kenzo Plaza

    48
      Dongzhimenwai Street

    Beijing,
      100027, China

    Fax
      No.:
      86-10-84477246

    Attn:
      Xiaosong Zhong, Chief Financial Officer

     

    
      
        
        

      

      
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    with
      a
      copy in each case to:

    


    Richardson
      & Patel LLP

    405
      Lexington Avenue, 26th Floor

    New
      York,
      New York 10174

    Fax
      No.:
      (212) 907-6687

    Attn.:
      Jody R. Samuels, Esq.

    


    and

    


    Brean
      Murray, Carret & Co., LLC

    570
      Lexington Avenue

    New
      York,
      New York 10022

    Fax
      No.:
      (212) 702-6649

    Attn.:
      William McClusky

    


    and

    


    Maxim
      Group LLC

    405
      Lexington Avenue, 2nd Floor

    New
      York,
      New York 10174

    Fax
      No.:
      (212) 895-3555

    Attn.:
      Clifford Teller

    


    and

    


    Roth
      Capital Partners, LLC

    24
      Corporate Plaza

    Newport
      Beach, California 92660

    Fax
      No.:
      (949) 720-7215

    Attn.:
      Renny Chavanikamannil

    


    and

    


    Ellenoff
      Grossman & Schole LLP

    150
      East
      42nd Street, 11th Floor

    New
      York,
      New York 10017

    Fax:
      (212) 370-7889

    Attn.:
      Lawrence A. Rosenbloom, Esq.

    


    (f) This
      Agreement may not be assigned by the Trustee without the prior written consent
      of the Company and the Representatives.

    


    (g) Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance. The Trustee hereby consents to the
      inclusion of Continental Stock Transfer & Trust Company in the Registration
      Statement and other materials relating to the IPO.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have duly executed this Investment Management Trust Agreement as of
      the
      date first written above.

    


    
      	
              CHARDAN
                2008 CHINA ACQUISITION CORP.

            
	 	 
	 	 
	
              By:

            	 
	 	
              Name:
                Kerry Propper

            
	 	
              Title:
                Chief Executive Officer and
                Director

            


    

     

     

    
      	
              CONTINENTAL
                STOCK TRANSFER & TRUST COMPANY

            
	 	 
	 	 
	
              By:

            	 
	 	
              Name:
                Steven G. Nelson

            
	 	
              Title:
                President & Chairman of the
                Board

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

    


    Schedule
      of fees pursuant to Section 3(c) of Investment Management Trust
      Agreement

    between
      Chardan 2008 China Acquisition Corp. and

    Continental
      Stock Transfer & Trust Company

     

    
      	
              Fee
                Item

            	 	
              Time
                and method of payment 

            	 	
              Amount

            
	
              Initial
                acceptance fee

            	 	
              Initial
                closing of IPO by wire transfer 

            	 	
              $

            	
              1,000.00

            
	
              Annual
                fee

            	 	
              First
                year, initial closing of IPO by wire transfer; thereafter on the
                anniversary of the effective date of the IPO by wire transfer or
                check

            	 	
              $

            	
              3,000.00

            
	
              Transaction
                processing fee for disbursements to Company under Sections 2(a) and
                2(b)

            	 	
              Deduction
                by Trustee from disbursement made to Company under Section
                2(b)

            	 	
              $

            	
              250.00

            


    

    


    Dated:
      _____
      __,
      2008

    


    
      	
              AGREED:

            
	
               

            
	
              CHARDAN
                2008 CHINA ACQUISITION CORP.

            
	 	 
	 	 
	
              By:

            	 
	 	
              Name:
                Kerry Propper

            
	 	
              Title:
                Chief Executive Officer and
                Director

            


    

    


    


    
      	
              CONTINENTAL
                STOCK TRANSFER & TRUST COMPANY

            
	 	 
	 	 
	
              By:

            	 
	 	
              Name:
                Steven G. Nelson

            
	 	
              Title:
                President & Chairman of the
                Board

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    [LETTERHEAD
      OF COMPANY]

    


    [INSERT
      DATE]

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn.:
      Steven Nelson & Frank Di Paolo

    


    Re: Trust
      Account No. [____________] Termination Letter

    


    Gentlemen:

    


    Pursuant
      to the Investment Management Trust Agreement between Chardan 2008 China
      Acquisition Corp. (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”),
      dated
      as of _____ __, 2008 (the “Agreement”),
      this
      is to advise you that the Company has entered into an agreement (a “Business
      Agreement”)
      with
      _____________ (the “Target
      Business”)
      to
      consummate a business combination with Target Business (a “Business
      Combination”)
      on or
      about _____ __ 20__. The Company shall notify you at least 24 hours in advance
      of the actual date of the consummation of the Business Combination (the
“Consummation
      Date”).

    


    In
      accordance with the terms of the Agreement, we hereby authorize you to commence
      liquidation of the Trust Account to the effect that, on the Consummation Date,
      all of the funds held in the Trust Account will be immediately available for
      transfer to the account or accounts that the Company shall direct on the
      Consummation Date.

    


    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that the Business Combination has been consummated, and (ii) the
      Company shall deliver to you written instructions with respect to the transfer
      of the funds held in the Trust Account (the “Instruction
      Letter”).
      You
      are hereby directed and authorized to transfer the funds held in the Trust
      Account, including, pursuant to the terms of the Underwriting Agreement, dated
      as of _____ __, 2008, between the Company and the Representative, the portion
      of
      the Property attributable to the Deferred Discount (as defined in the
      Agreement), immediately upon your receipt of the counsel’s letter and the
      Instruction Letter, in accordance with the terms of the Instruction Letter.
      In
      the event that certain deposits held in the Trust Account may not be liquidated
      by the Consummation Date without penalty, you will notify the Company of the
      same and the Company shall direct you as to whether such funds should remain
      in
      the Trust Account and be distributed after the Consummation Date to the Company
      or be distributed immediately and the penalty incurred. Upon the distribution
      of
      all the funds in the Trust Account pursuant to the terms hereof, the Agreement
      shall be terminated.

    


    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Agreement on the
      business day immediately following the Consummation Date as set forth in the
      notice.

    


    
      	
              Very
                truly yours,

            
	 
	
              CHARDAN
                2008 CHINA ACQUISITION CORP.

            
	 
	 
	 
	
              Name:
                

            
	
              Title:
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    [LETTERHEAD
      OF COMPANY]

    


    [INSERT
      DATE]

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn.:
      Steven Nelson & Frank Di Paolo

    


    Re: Trust
      Account No. [____________] Termination Letter

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between Chardan
      2008 China Acquisition Corp. (the “Company”)
      and
      Continental Stock Transfer & Trust Company (“Trustee”),
      dated
      as of _____ __, 2008 (the “Agreement”),
      this
      letter is to advise you that the board of directors of the Company has voted
      to
      dissolve and liquidate the Company. Attached hereto is a copy of the minutes
      of
      the meeting of the board of directors of the Company relating thereto, certified
      by the Secretary of the Company as true and correct and in full force and
      effect.

    


    In
      accordance with the terms of the Agreement, we hereby authorize you, to commence
      liquidation of the Trust Account. You will notify the Company and
 
        
      (the
“Designated
      Paying Agent”)
      in
      writing as to when all of the funds in the Trust Account will be available
      for
      immediate transfer (“Transfer
      Date”).
      The
      Designated Paying Agent shall thereafter notify you as to the account or
      accounts of the Designated Paying Agent that the funds in the Trust Account
      should be transferred to on the Transfer Date so that the Designated Paying
      Agent may commence distribution of such funds in accordance with the Company’s
      instructions. You shall have no obligation to oversee the Designated Paying
      Agent’s distribution of the funds. Upon the payment to the Designated Paying
      Agent of all the funds in the Trust Account, the Agreement shall be
      terminated.

    


    
      	
              Very
                truly yours,

            
	 
	
              CHARDAN
                2008 CHINA ACQUISITION CORP.

            
	 
	 
	
              Name:
                

            
	
              Title: