STOCK ESCROW AGREEMENT

            STOCK ESCROW AGREEMENT,  dated as of _________,  2005 ("Agreement"),
by and  among  CHARDAN  CHINA  ACQUISITION  CORP.  II,  a  Delaware  corporation
("Company"),  LI ZHANG, KERRY PROPPER,  JIANGNAN HUANG, CHARDAN CAPITAL PARTNERS
and SUJG, INC.  (collectively  "Initial  Stockholders")  and  CONTINENTAL  STOCK
TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").

            WHEREAS,  the Company has entered  into an  Underwriting  Agreement,
dated _____________,  2005 ("Underwriting  Agreement"),  with  EarlyBirdCapital,
Inc. ("EBC") acting as representative of the several underwriters (collectively,
the  "Underwriters"),  pursuant to which, among other matters,  the Underwriters
have agreed to purchase  5,000,000  units  ("Units") of the  Company.  Each Unit
consists of one share of the Company's  common stock, par value $.0001 per share
("Common Stock"), and two Warrants, each Warrant to purchase one share of Common
Stock,  all as more fully  described in the Company's  final  Prospectus,  dated
_____________, 2005 ("Prospectus") comprising part of the Company's Registration
Statement on Form S-1 (File No.  333-125016)   under the Securities Act of 1933,
as amended ("Registration Statement"), declared effective on _____________, 2005
("Effective Date").

            WHEREAS,  the Initial Stockholders have agreed as a condition of the
sale of the Units to deposit their shares of Common Stock of the Company, as set
forth opposite their respective names in Exhibit A attached hereto (collectively
"Escrow Shares"), in escrow as hereinafter provided.

            WHEREAS,  the Company and the Initial  Stockholders  desire that the
Escrow Agent accept the Escrow  Shares,  in escrow,  to be held and disbursed as
hereinafter provided.

            IT IS AGREED:

      1. Appointment of Escrow Agent.  The Company and the Initial  Stockholders
hereby  appoint the Escrow  Agent to act in  accordance  with and subject to the
terms of this Agreement and the Escrow Agent hereby accepts such appointment and
agrees to act in accordance with and subject to such terms.

      2. Deposit of Escrow Shares.  On or before the Effective Date, each of the
Initial Stockholders shall deliver to the Escrow Agent certificates representing
his respective  Escrow Shares, to be held and disbursed subject to the terms and
conditions of this Agreement.  Each Initial  Stockholder  acknowledges  that the
certificate representing his Escrow Shares is legended to reflect the deposit of
such Escrow Shares under this Agreement.

      3.  Disbursement  of the Escrow  Shares.  The Escrow  Agent shall hold the
Escrow  Shares  until the  third  anniversary  of the  Effective  Date  ("Escrow
Period"),  on which date it shall,  upon written  instructions from each Initial
Stockholder,  disburse each of the Initial  Stockholder's  Escrow Shares to such
Initial Stockholder;  provided, however, that if the Escrow Agent is notified by
the Company  pursuant to Section 6.7 hereof that the Company is being liquidated
at any time  during the Escrow  Period,  then the Escrow  Agent  shall  promptly
destroy the  certificates  representing  the Escrow  Shares;  provided  further,
however,  that if, after the Company consummates a Business Combination (as such
term is defined in the  Registration  Statement),  it (or the surviving  entity)
subsequently consummates a liquidation,  merger, stock exchange or other similar
transaction  which results in all of the  stockholders of such entity having the
right to exchange  their  shares of Common Stock for cash,  securities  or other
property, then the Escrow Agent will, upon receipt of a certificate, executed by
the Chief Executive Officer or Chief Financial  Officer of the Company,  in form
reasonably  acceptable to the Escrow Agent,  that such transaction is then being
consummated,  release  the  Escrow  Shares  to  the  Initial  Stockholders  upon
consummation  of the  transaction  so that they can similarly  participate.  The
Escrow Agent shall have no further duties  hereunder  after the  disbursement or
destruction of the Escrow Shares in accordance with this Section 3.
<PAGE>

      4. Rights of Initial Stockholders in Escrow Shares.

            4.1  Voting  Rights as a  Stockholder.  Subject  to the terms of the
Insider  Letter  described in Section 4.4 hereof and except as herein  provided,
the Initial Stockholders shall retain all of their rights as stockholders of the
Company during the Escrow Period,  including,  without limitation,  the right to
vote such shares.

            4.2  Dividends  and Other  Distributions  in  Respect  of the Escrow
Shares.  During the Escrow Period, all dividends payable in cash with respect to
the Escrow Shares shall be paid to the Initial  Stockholders,  but all dividends
payable in stock or other  non-cash  property  ("Non-Cash  Dividends")  shall be
delivered to the Escrow Agent to hold in accordance  with the terms  hereof.  As
used herein,  the term "Escrow  Shares"  shall be deemed to include the Non-Cash
Dividends distributed thereon, if any.

            4.3  Restrictions  on Transfer.  During the Escrow Period,  no sale,
transfer  or other  disposition  may be made of any or all of the Escrow  Shares
except (i) by gift to a member of Initial Stockholder's immediate family or to a
trust,  the  beneficiary  of which is an Initial  Stockholder  or a member of an
Initial Stockholder's  immediate family, or to the beneficial owners or partners
of an  Initial  Stockholder  for no  additional  consideration  if such  Initial
Stockholder is an entity, (ii) by virtue of the laws of descent and distribution
upon death of any Initial Stockholder, or (iii) pursuant to a qualified domestic
relations  order;  provided,  however,  that such  permissive  transfers  may be
implemented only upon the respective  transferee's written agreement to be bound
by the terms and  conditions of this  Agreement and of the Insider Letter signed
by the Initial  Stockholder  transferring  the Escrow Shares.  During the Escrow
Period,  the Initial  Stockholders shall not pledge or grant a security interest
in the Escrow  Shares or grant a security  interest in their  rights  under this
Agreement.

            4.4 Insider Letters. Each of the Initial Stockholders has executed a
letter  agreement  with EBC and the  Company,  dated as  indicated  on Exhibit A
hereto, and which is filed as an exhibit to the Registration Statement ("Insider
Letter"),  respecting the rights and obligations of such Initial  Stockholder in
certain events, including but not limited to the liquidation of the Company.

      5. Concerning the Escrow Agent.

            5.1 Good Faith  Reliance.  The Escrow  Agent shall not be liable for
any action  taken or omitted by it in good faith and in the  exercise of its own
best judgment,  and 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 Escrow  Agent),  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 Escrow Agent to be
genuine  and to be signed or  presented  by the proper  person or  persons.  The
Escrow  Agent  shall  not be bound  by any  notice  or  demand,  or any  waiver,
modification,  termination or rescission of this Agreement unless evidenced by a
writing delivered to the Escrow Agent signed by the proper party or parties and,
if the duties or rights of the Escrow Agent are  affected,  unless it shall have
given its prior written consent thereto.


                                       2
<PAGE>

            5.2 Indemnification.  The Escrow Agent shall be indemnified and held
harmless by the Company from and against any  expenses,  including  counsel fees
and  disbursements,  or loss suffered by the Escrow Agent in connection with any
action, suit or other proceeding  involving any claim which in any way, directly
or indirectly,  arises out of or relates to this Agreement,  the services of the
Escrow Agent  hereunder,  or the Escrow Shares held by it hereunder,  other than
expenses or losses  arising from the gross  negligence or willful  misconduct of
the Escrow  Agent.  Promptly  after the receipt by the Escrow Agent of notice of
any demand or claim or the commencement of any action,  suit or proceeding,  the
Escrow Agent shall notify the other parties  hereto in writing.  In the event of
the  receipt of such  notice,  the Escrow  Agent,  in its sole  discretion,  may
commence  an action in the nature of  interpleader  in an  appropriate  court to
determine  ownership or  disposition  of the Escrow Shares or it may deposit the
Escrow  Shares  with the clerk of any  appropriate  court or it may  retain  the
Escrow Shares pending receipt of a final, non-appealable order of a court having
jurisdiction  over all of the parties  hereto  directing  to whom and under what
circumstances  the  Escrow  Shares  are  to  be  disbursed  and  delivered.  The
provisions  of this  Section  5.2 shall  survive in the event the  Escrow  Agent
resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

            5.3  Compensation.  The Escrow Agent shall be entitled to reasonable
compensation  from the Company for all services  rendered by it  hereunder.  The
Escrow  Agent shall also be entitled to  reimbursement  from the Company for all
expenses paid or incurred by it in the  administration  of its duties  hereunder
including,  but not  limited to, all  counsel,  advisors'  and agents'  fees and
disbursements and all taxes or other governmental charges.

            5.4  Further  Assurances.  From  time to time on and  after the date
hereof,  the Company and the Initial  Stockholders  shall deliver or cause to be
delivered to the Escrow Agent such further  documents and  instruments and shall
do or cause to be done such further  acts as the Escrow  Agent shall  reasonably
request  to carry out more  effectively  the  provisions  and  purposes  of this
Agreement,  to  evidence  compliance  herewith  or to assure  itself  that it is
protected in acting hereunder.

            5.5  Resignation.  The  Escrow  Agent may  resign at any time and be
discharged  from its duties as escrow  agent  hereunder  by its giving the other
parties  hereto written notice and such  resignation  shall become  effective as
hereinafter provided.  Such resignation shall become effective at such time that
the Escrow Agent shall turn over to a successor  escrow  agent  appointed by the
Company,  the  Escrow  Shares  held  hereunder.  If no new  escrow  agent  is so
appointed  within  the 60 day  period  following  the  giving of such  notice of
resignation,  the Escrow  Agent may deposit the Escrow  Shares with any court it
reasonably deems appropriate.

            5.6 Discharge of Escrow Agent.  The Escrow Agent shall resign and be
discharged  from its duties as escrow agent hereunder if so requested in writing
at any time by the other parties hereto, jointly,  provided,  however, that such
resignation  shall become  effective  only upon  acceptance of  appointment by a
successor escrow agent as provided in Section 5.5.


                                       3
<PAGE>

            5.7 Liability.  Notwithstanding anything herein to the contrary, the
Escrow Agent shall not be relieved  from  liability  hereunder for its own gross
negligence or its own willful misconduct.

      6. Miscellaneous.

            6.1 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,  without  giving effect to conflicts of law  principles  that would
result in the application of the substantive laws of another jurisdiction.

            6.2 Third  Party  Beneficiaries.  Each of the  Initial  Stockholders
hereby  acknowledges that the Underwriters are third party beneficiaries of this
Agreement and this  Agreement  may not be modified or changed  without the prior
written consent of EBC.

            6.3 Entire Agreement.  This Agreement  contains the entire agreement
of the parties hereto with respect to the subject  matter hereof and,  except as
expressly  provided  herein,  may  not  be  changed  or  modified  except  by an
instrument in writing signed by the party to the charged.

            6.4  Headings.  The  headings  contained in this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation thereof.

            6.5 Binding  Effect.  This Agreement shall be binding upon and inure
to the benefit of the respective parties hereto and their legal representatives,
successors and assigns.

            6.6 Notices. Any notice or other communication required or which may
be given hereunder shall be in writing and either be delivered  personally or be
mailed,  certified or registered  mail, or by private  national courier service,
return receipt  requested,  postage  prepaid,  and shall be deemed given when so
delivered  personally  or, if  mailed,  two days after the date of  mailing,  as
follows:

            If to the Company, to:

                     Chardan China Acquisition Corp. II
                     625 Broadway
                     Suite 1111
                     San Diego, California 92101
                     Attn: Chairman

            If to a Stockholder, to his address set forth in Exhibit A.

            and if to the Escrow Agent, to:

                     Continental Stock Transfer & Trust Company
                     17 Battery Place
                     New York, New York 10004
                     Attn: Chairman


                                       4
<PAGE>

            A copy of any notice sent hereunder shall be sent to:

                     Blank Rome LLP
                     The Chrysler Building
                     405 Lexington Avenue
                     New York, New York 10174
                     Attn: Robert J. Mittman, Esq.

            and:

                     EarlyBirdCapital, Inc.
                     275 Madison Avenue
                     Suite 1203
                     New York, New York 10016
                     Attn: David M. Nussbaum, Chairman

            and:

                     Graubard Miller
                     The Chrysler Building
                     405 Lexington Avenue
                     New York, New York 10174
                     Attn: David Alan Miller, Esq.

            The  parties  may  change the  persons  and  addresses  to which the
notices or other  communications  are to be sent by giving written notice to any
such change in the manner provided herein for giving notice.

            6.7  Liquidation  of the Company.  The Company shall give the Escrow
Agent written  notification of the liquidation and dissolution of the Company in
the event that the Company fails to consummate a Business Combination within the
time period(s) specified in the Prospectus.


                                       5
<PAGE>

            WITNESS the  execution of this  Agreement as of the date first above
written.

                                       CHARDAN CHINA ACQUISITION CORP. II


                                       By:
                                           -------------------------------------
                                           Dr. Richard D. Propper, Chairman

                                       INITIAL STOCKHOLDERS:


                                       -----------------------------------------
                                       Li Zhang


                                       -----------------------------------------
                                       Kerry Propper


                                       -----------------------------------------
                                       Jiangnan Huang


                                       CHARDAN CAPITAL PARTNERS


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       SUJG, INC.


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       CONTINENTAL STOCK TRANSFER
                                         & TRUST COMPANY


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       6
<PAGE>

                                    EXHIBIT A

<TABLE>
<CAPTION>
Name and Address of                          Number             Stock                    Date of
Initial Stockholder                        of Shares       Certificate Number          Insider Letter
-------------------                        ---------       ------------------          --------------
<S>                                         <C>                   <C>                  <C>
Li Zhang                                    151,013               1, 6                 April 30, 2005
Chardan North China Acquisition Corporation
625 Broadway
Suite 1111
San Diego, California 92101

Kerry Propper                               222,000               2, 7                 April 30, 2005
Chardan North China Acquisition Corporation
625 Broadway
Suite 1111
San Diego, California 92101

Jiangnan Huang                              151,013               3, 8                 April 30, 2005
Chardan North China Acquisition Corporation
625 Broadway
Suite 1111
San Diego, California 92101

Chardan Capital Partners                    635,474               4, 9                 April 30, 2005
c/o Dr. Richard D. Propper
Chardan North China Acquisition Corporation
625 Broadway
Suite 1111
San Diego, California 92101

SUJG, Inc.                                   90,500               5, 10                April 30, 2005
c/o Kerry Propper
Chardan North China Acquisition Corporation
625 Broadway
Suite 1111
San Diego, California 92101
</TABLE>