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                                                     January 5, 2004


Chardan China Acquisition Corp.
777 South Highway 101
Suite 105
Solana Beach, California 92075

EarlyBirdCapital, Inc.
600 Third Avenue
33rd Floor
New York, New York 10016

                  Re: Initial Public Offering

Gentlemen:

                  The undersigned stockholder, officer and director of Chardan
China Acquisition Corp. ("SPAC"), in consideration of EarlyBirdCapital, Inc.
("EBC") entering into a letter of intent ("Letter of Intent") to underwrite an
initial public offering of the securities of the SPAC ("IPO") and embarking on
the IPO process, hereby agrees as follows (certain capitalized terms used herein
are defined in paragraph 12 hereof):

                  1. If the SPAC solicits approval of its stockholders of a
Business Combination, the undersigned will vote all Insider Shares owned by him
in accordance with the majority of the votes cast by the holders of the IPO
Shares.

                  2. In the event that the SPAC fails to consummate a Business
Combination within 18 months from the effective date ("Effective Date") of the
registration statement relating to the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO), the undersigned will take all
reasonable actions within his power to cause the SPAC to liquidate as soon as
reasonably practicable. The undersigned waives any and all rights he may have to
receive any distribution of cash, property or other assets as a result of such
liquidation with respect to his Insider Shares.

                  3. In order to minimize potential conflicts of interest which
may arise

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Chardan China Acquisition Corp.
EarlyBirdCapital, Inc.
January 5, 2004
Page 2


from multiple affiliations, the undersigned agrees to present to the SPAC for
its consideration, prior to presentation to any other person or entity, any
suitable opportunity to acquire an operating business, until the earlier of the
consummation by the SPAC of a Business Combination, the liquidation of the SPAC
or until such time as the undersigned ceases to be an officer or director of the
SPAC, subject to any pre-existing fiduciary obligations the undersigned might
have.

                  4. The undersigned acknowledges and agrees that the SPAC will
not consummate any Business Combination which involves a company which is
affiliated with any of the Insiders unless the SPAC obtains an opinion from an
independent investment banking firm reasonably acceptable to EBC that the
business combination is fair to the SPAC's stockholders from a financial
perspective.

                  5. Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled to receive
and will not accept any compensation for services rendered to the SPAC prior to
the consummation of the Business Combination; provided that the undersigned
shall be entitled to reimbursement from the SPAC for their out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.

                  6. Neither the undersigned, any member of the 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 family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.

                  7. The undersigned will escrow his Insider Shares for the
three year period commencing on the Effective Date subject to the terms of a
Stock Escrow Agreement which the SPAC will enter into with the undersigned and
American Stock Transfer & Trust Company as escrow agent.

                  8. The undersigned agrees that, during the three year period
terminating on November 24, 2006, he will not become involved (whether as owner,
manager, operator, creditor, partner, shareholder, joint venturer, member,
employee, officer, director, consultant or otherwise) with any Acquisition Fund
(as defined in Section 12(v) below), unless such Acquisition Fund engages EBC to
be the managing underwriter of the initial public offering of the Acquisition
Fund's securities.

                     The undersigned hereby agrees and acknowledges that (i) EBC
would be irreparably injured in the event of a breach by the undersigned of any
of his

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Chardan China Acquisition Corp.
EarlyBirdCapital, Inc.
January 5, 2004
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obligations under this paragraph 8, (ii) monetary damages would not be an
adequate remedy for any such breach, and (iii) EBC shall be entitled to
injunctive relief, in addition to any other remedy it may have, in the event of
such breach.

                  9. I agree to be the Chief Financial Officer and a director of
the SPAC until the earlier of the consummation by the SPAC of a Business
Combination or the liquidation of the SPAC. The undersigned's biographical
information furnished to the SPAC and EBC and attached hereto as Exhibit A 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 Section 401 of Regulation S-K, promulgated
under the Securities Act of 1933. The undersigned's Questionnaire furnished to
the SPAC and EBC and annexed as Exhibit B hereto is true and accurate in all
respects. The undersigned represents and warrants that:

     (a) he is not subject to or a respondent in any legal action for, any
injunction, 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) he has never been convicted of or pleaded 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 he is not currently a defendant in any such criminal proceeding; and

     (c) he has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.

                  10. I have full right and power, without violating any
agreement by which I am bound, to enter into this letter agreement and to serve
as Chief Financial Officer of the SPAC.

                  11. I authorize any employer, financial institution, or
consumer credit reporting agency to release to EBC and its legal representatives
or agents (including any investigative search firm retained by EBC) any
information they may have about my background and finances ("Information").
Neither EBC nor its agents shall be violating my right of privacy in any manner
in requesting and obtaining the Information and I hereby release them from
liability for any damage whatsoever in that connection.

                  12. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization

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Chardan China Acquisition Corp.
EarlyBirdCapital, Inc.
January 5, 2004
Page 4

or otherwise, of an operating business selected by the SPAC; (ii) "Insiders"
shall mean all officers, directors and stockholders of the SPAC immediately
prior to the IPO; (iii) "Insider Shares" shall mean all of the shares of Common
Stock of the SPAC owned by an Insider prior to the IPO; (iv) "IPO Shares" shall
mean the shares of Common Stock issued in the SPAC's IPO; and (v) "Acquisition
Fund" shall mean any company formed with the intent to offer securities to the
public and use the proceeds to consummate one or more Business Combinations
which are unspecified at the time of the securities offering.

                                                     Zhang Li
                                                     --------
                                                     Print Name of Insider



                                                     /s/ Zhang Li
                                                     ------------
                                                     Signature
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                                    EXHIBIT A

     ZHANG LI has been our chief financial officer and a member of our board of
directors since our inception. Since September 2001, Mr. Li has been a principal
and president of Pacific Asia Ventures, LLC, a company that provides strategic
consulting services for Chinese-U.S. business relationships. Since September
2002, he has been an advisor to Mera Pharmaceuticals, Inc. Mr. Li has also been
an advisor for Parentech, Inc., a company that produces products that enhance
the development and well-being of infants, since December 2002. From January
1994 until September 2001, Mr. Li served as chairman of Sino-American
Investment, Inc., an investment consulting firm. Mr. Li has two decades of
experience in establishing commercial and financial relationships between
Chinese companies, government agencies and Western investors. Among his other
affiliations during that time, he was chairman of Sino-American Power, Ltd., an
organization formed for the purpose of building electric power generating plants
in China, from 1994 through 1996. Mr. Li received a B.A. from the Shenyang
Teacher's University in the PRC.