Exhibit
      10.7

     

    _____
      __,
      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, officer and director 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 XII hereof):

    


    I.     1. In
      the
      event that the Company fails to consummate a Business Combination within 18,
      30
      or 36 months, as the case may be, from the effective date of the registration
      statement relating to the IPO (the “Effective
      Date”),
      the
      undersigned shall, in accordance with all applicable requirements of the British
      Virgin Islands laws, take all action reasonably within his power to liquidate
      the Trust Account and distribute the funds to the holders of the IPO Shares
      as
      soon as reasonably practicable.

    


    2. 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.

    


    3. The
      undersigned agrees to indemnify and hold harmless the Company against any and
      all loss, liability, claims, damage and expense whatsoever (including, without
      limitation, any and all legal or other expenses reasonably incurred in
      investigating, preparing or defending against any litigation, whether pending
      or
      threatened, or any claim whatsoever) to which the Company may become subject
      as
      a result of any claim by any creditor, vendor, service provider or other entity
      that is owed money by the Company for services rendered or products sold to
      the
      Company or the claims of any prospective or actual target businesses, subject
      to
      the following limitations: (i) such indemnification will only be made insofar
      as
      the Company did not obtain a validly enforceable waiver from such party of
      such
      party’s rights or claims to the Trust Account; (ii) such indemnification will be
      made only to the extent necessary to ensure that such loss, liability, claim,
      damage or expense does not reduce the amount in the Trust Account below the
      amount necessary
      in order for each holder of IPO Shares to receive a liquidation amount of at
      least $7.89 per IPO Share owned by such holder; and (iii) such indemnity shall
      be limited to the extent of the undersigned’s pro rata beneficial ownership of
      the Company immediately prior to the IPO.

     

    
      
         

      

      
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    II. In
      order
      to minimize potential conflicts of interest which may arise from multiple
      corporate affiliations, the undersigned agrees to present to the Company for
      its
      consideration, prior to presentation to any other person or entity, any suitable
      business opportunity which may reasonably be required to be presented to the
      Company under British Virgin Islands law until the earlier of: (i) the Company’s
      consummation of a Business Combination; (ii) liquidation of the Company; or
      (iii) such time as the undersigned ceases to be an officer or director of the
      Company, taking into consideration any pre-existing fiduciary and contractual
      obligation the undersigned might have. Such pre-existing fiduciary or
      contractual obligations are described more fully in Exhibit
      A
      hereto.
      For the purposes hereof, a suitable business opportunity shall mean any business
      opportunity within any industry in the People’s Republic of China, including the
      Hong Kong Special Administrative Region and the Macau Special Administrative
      Region, but not Taiwan, whose fair market value is at least $42 million. The
      information relating to the undersigned contained in the “Conflicts of Interest”
section of the registration statement relating to the IPO is true and accurate
      in all respects, and does not omit any material information with respect to
      the
      undersigned’s fiduciary or contractual obligations

    


    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. 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.

    


    V. 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.

    


    VI. 1. The
      undersigned agrees not to resign (or advise the board of directors that the
      undersigned declines to seek re-election to the board of directors) from his
      position as an officer and director of the Company, as set forth in the
      registration statement relating to the IPO, without the prior consent of the
      Underwriters until the earlier of: (i) the consummation by the Company of a
      Business Combination; or (ii) liquidation of the Trust Account and dissolution
      of the Company. The undersigned acknowledges that the foregoing does not
      interfere with or limit in any way the right of the Company to terminate the
      undersigned’s positions at any time (subject to other contractual rights the
      undersigned may have) nor confer upon the undersigned any right to continue
      in
      his positions with the Company.

    


    2. The
      undersigned’s biographical information furnished to the Company and the
      Underwriters and attached hereto as Exhibit
      B
      is true
      and accurate in all respects, does not omit any material information with
      respect to the undersigned’s background and contains all of the information
      required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated
      under the Securities Act of 1933, as amended. The undersigned’s questionnaire
      previously furnished to the Company and the Underwriters is true and accurate
      in
      all respects as of the date first written above.

     

    
      
         

      

      
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    3. 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.

    


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

    


    VIII. 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.

    


    IX. The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to the Underwriters and the Company and their
      respective legal representatives or agents (including any investigative search
      firm retained by the Underwriters or the Company) any information they may
      have
      about the undersigned’s background and finances (the “Information”).
      Neither the Underwriters nor the Company nor their respective agents shall
      be
      violating the undersigned’s right of privacy in any manner in requesting and
      obtaining the Information and the undersigned hereby releases them from
      liability for any damage whatsoever in that connection.

    


    X. In
      connection with the vote required to consummate a Business Combination and/or
      to
      approve the Extended Period, 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 the Business Combination and/or Extended Period.

    


    XI. The
      undersigned will escrow his: (i) Insider Shares and Insider Warrants for the
      period commencing on the Effective Date and ending on the earlier of (a) one
      year after the consummation of a Business Combination; or (b) 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; and (ii) his Private Placement Warrants, if any, until
      consummation of a Business Combination, subject to the terms of a Private
      Placement Warrant Escrow Agreement which the Company will enter into with the
      undersigned and an escrow agent acceptable to the Company.

     

    
      
         

      

      
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    XII. 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.

    


    XII. 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 Ordinary Shares owned by an Insider prior to the IPO; (vi)
“Insider
      Warrants”
shall
      mean all warrants owned by an Insider prior to the IPO; (vii) “Private
      Placement Warrants”
shall
      mean all warrants purchased by certain of the Insiders in a private placement
      immediately prior to the IPO; (viii) “IPO
      Shares”
shall
      mean the Ordinary Shares issued in the Company’s IPO; (ix) “Extended
      Period”
shall
      mean the extension, upon shareholder approval, of the period of time during
      which the Company may complete a Business Combination from 30 months to 36
      months if the Company anticipates that it may not consummate a Business
      Combination within 30 months and a letter of intent, agreement in principle
      or
      definitive agreement with respect to a Business Combination has been entered
      into within 18 months of the Effective Date; and (x) “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.

    


    XIII. 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,

            
	 
	 

	
              Xiaosong
                Zhong

            


    

     

    
      
         

      

      
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