November 2, 2006


China Opportunity Acquisition Corp.
354 East 50th Street
New York, New York 10022


EarlyBirdCapital, Inc.
275 Madison Avenue
Suite 1203
New York, New York 10016

                  Re:      Initial Public Offering
                           -----------------------

Gentlemen:

                  Qiu Shengyun ("Stockholder"), a stockholder of China
Opportunity Acquisition Corp. ("Company"), 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 Company ("IPO") and
embarking on the IPO process, hereby agrees as follows (certain capitalized
terms used herein are defined in paragraph 13 hereof):

                  1. If the Company solicits approval of his stockholders of a
Business Combination, Stockholder will vote all Insider Shares owned by it in
accordance with the majority of the votes cast by the holders of the IPO Shares.

                  2. In the event that the Company fails to consummate a
Business Combination within 24 months from the effective date ("Effective Date")
of the registration statement relating to the IPO, Stockholder will vote all
Insider Shares owned by it in favor of the Company's decision to liquidate.
Stockholder hereby waives any and all right, title, interest or claim of any
kind in or to any distribution of the Trust Fund (as defined in the Letter of
Intent) and any remaining net assets of the Company as a result of such
liquidation with respect to his Insider Shares ("Claim") and hereby waives any
Claim it may have in the future as a result of, or arising out of, any contracts
or agreements with the Company and will not seek recourse against the Trust Fund
for any reason whatsoever.

                  3. Stockholder acknowledges and agrees that the Company will
not






consummate any Business Combination which involves a company which is affiliated
with any of the Insiders unless the Company obtains an opinion from an
independent investment banking firm reasonably acceptable to EBC that the
business combination is fair to the Company's stockholders from a financial
perspective.

                  4. Neither Stockholder, any control person of Stockholder
("Control Person"), nor any affiliate of Stockholder ("Affiliate") will be
entitled to receive and will not accept any compensation for services rendered
to the Company prior to or in connection with the consummation of the Business
Combination; provided that Stockholder shall be entitled to reimbursement from
the Company for his out-of-pocket expenses incurred in connection with seeking
and consummating a Business Combination.

                  5. Neither Stockholder, any Control Person, nor any Affiliate
will be entitled to receive or accept a finder's fee or any other compensation
in the event the undersigned, any Control Person or any Affiliate of the
undersigned originates a Business Combination.

                  6. Stockholder will escrow all of his Insider Shares acquired
prior to the IPO until one year after the consummation by the Company of a
Business Combination subject to the terms of a Stock Escrow Agreement which the
Company will enter into with the undersigned and an escrow agent acceptable to
the Company.

                  7. Stockholder represents and warrants that he:

     (a) 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) 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) 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.

                  8. Stockholder has full right and power, without violating any
agreement by which it is bound, to enter into this letter agreement.

                  9. Stockholder hereby waives his right to exercise conversion
rights or appraisal rights with respect to any shares of the Company's common
stock owned by it, directly or indirectly, and agrees that it will not seek
conversion or appraisal with respect to such shares in connection with any vote
to approve a Business Combination.






                  10. Stockholder hereby agrees to not propose, or vote in favor
of, an amendment to the Company's Certificate of Incorporation to extend the
period of time in which the Company must consummate a Business Combination prior
to his liquidation. Should such a proposal be put before stockholders other than
through actions by Stockholder, Stockholder hereby agrees to vote against such
proposal. This paragraph may not be modified or amended under any circumstances.

                  11. In the event that the Company does not consummate a
Business Combination and must liquidate and its remaining net assets are
insufficient to complete such liquidation, the undersigned agrees to advance
such funds necessary to complete such liquidation and agrees not to seek
repayment for such expenses.

                  12. 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. Stockholder 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 courts of the State of New York of the United States of
America for the Southern District of New York, and irrevocably submhis to such
jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient
forum and (iii) irrevocably agrees to appoint Graubard Miller as agent for the
service of process in the State of New York to receive, for the undersigned and
on his behalf, service of process in any Proceeding. If for any reason such
agent is unable to act as such, Stockholder will promptly notify the Company and
EBC and appoint a substitute agent acceptable to each of the Company and EBC
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.

                  13. As used herein, (i) a "Business Combination" shall mean
the acquisition, through a stock exchange, asset acquisition or other similar
business combination, of an operating business, or control of such operating
business, through contractual arrangements, that has its principal operations
located in the People's Republic of China; (ii) "Insiders" shall mean all
officers, directors and stockholders of the Company immediately prior to the
IPO; (iii) "Insider Shares" shall mean all of the shares of Common Stock of the
Company acquired by an Insider prior to the IPO; and (iv) "IPO Shares" shall
mean the shares of Common Stock issued in the Company's IPO.

                                  Qiu Shengyun
                                  ------------
                                  Print Name of Insider



                                  /s/ Qiu Shengyun
                                  ----------------
                                  Signature