CHINA
      PRIVATE EQUITY ACQUISITION CORP.

    


    SUBSCRIPTION
      AGREEMENT

     

    This
      will
      acknowledge that the undersigned hereby agrees to purchase ______ shares of
      China Private Equity Acquisition Corp (the “Company”) at $0.50 per share for a
      total of $_____. The undersigned acknowledges that the shares of common stock
      have not been registered under the Securities Act of 1933, as amended, and
      that
      the securities received by the undersigned will bear a legend indicating the
      transfer of such securities shall be restricted by reason of the fact that
      such
      securities have not been so registered.

    


    The
      undersigned represents that he/she is acquiring the shares for his/her own
      account for investment purposes only and not with a view to resell or distribute
      thereof, nor with the intention of selling, transferring or otherwise disposing
      of all or any part of such shares for any particular price or at any particular
      time or upon happening of any particular event or circumstances, except selling,
      transferring or disposing of the shares made upon full compliance with the
      applicable provisions of the Securities Act of 1933 and the Securities and
      Exchange of Act of 1934 and the rules and regulations promulgated by the
      Securities and Exchange Commission thereunder; and that such shares must be
      held
      indefinitely unless they are subsequently registered under the Securities Act
      of
      1933 or an exemption from registration is available, and that any routine sales
      of securities made in reliance of Rule 144 can be made only in limited amounts
      and in accordance with the terms and conditions of that Rule.

    


    The
      undersigned also acknowledges that he/she has received the following information
      in connection with the purchase of the aforementioned shares of the Company,
      and
      no other representation, statement or inducements were made to cause him/her
      to
      purchase these securities.

    


    1.
      The
      Company was duly organized under the laws of the State of Delaware on July
      18th,
      2007.


    


    2.
      The
      certificate of incorporation authorized capitalization of 50,000,000 shares
      at
      0.01 par value per share, and 1,000,000 Preferred at 0.01 par value per
      share.

     

    3.
      The
      Company is a development stage company with limited activities and limited
      assets. The Company operates in the industrialization and modernization of
      Chinese companies. 

    


    4.
      The
      Company is offering for sale a total of up to 50,000 shares at $0.50 per share
      on a best efforts basis. 

    


    5.
      No
      commission will be paid to anyone to sell the shares.

    


    6.
      There
      is no public market for the Company’s securities, nor can the Company guarantee
      that a public market will develop in the near future, if at all.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.
      None
      of the securities to be sold herein have been registered with the Securities
      and
      Exchange Commission or with the securities division of any state, nor has any
      regulatory agency passed upon the merits of the securities or upon the accuracy
      of any information contained herein or in any document. 

    


    8.
      The
      undersigned has been apprised of the fact that the Company will register to
      do
      business in the State of Delaware but the Company cannot guarantee that it
      will
      register to do business in any other state in the future. 

    


    9.
      In
      connection with the purchase of these shares, the undersigned also acknowledges
      that:

    


    (a)
      I
      have not received any general solicitation of general advertising regarding
      the
      purchase of these securities.

    


    (b)
      I
      have sufficient knowledge and experience of financial and business matter so
      that I am able to evaluate the merits and risks of purchasing the shares, and
      I
      have had substantial experience in previous private and public purchases of
      securities.

    


    (c)
      I
      have adequate means to provide for my personal needs, possess the ability to
      bear the economic risk of holding the shares purchased hereunder indefinitely,
      and can afford a complete loss on the purchase of these securities.

    


    (d)
      During the transaction and prior to purchase, I have read this Subscription
      Agreement and have full opportunity to ask questions of and receive answers
      from
      the Company and its founders and officers, and to receive such information
      contained herein or any additional information requested. I do not desire to
      receive any further information. However, my decision to purchase shares from
      the Company is based entirely and solely upon the information provided by China
      Private Equity Acquisition Corp. 

    


    (e)
      I
      understand the meaning of the first two paragraphs of this Subscription
      Agreement, and that a restrictive legend will be placed on the shares purchased
      hereunder, and that instructions will be placed with the Transfer Agent for
      the
      Company’s securities prohibiting the transfer of my securities purchased
      hereunder absent full compliance with the Securities Act of 1933 and the
      Securities and Exchange Act of 1934.

     

      NEW
      YORK RESIDENTS

     

    THE
      ATTORNEY GENERAL OF THE STATE OF NEW YORK DOES NOT PASS UPON OR ENDORSE THE
      MERITS OF ANY PRIVATE OFFERING. NO OFFERING DOCUMENT HAS BEEN FILED WITH OR
      OTHERWISE APPROVED BY THE DEPARTMENT OF SECURITIES OR THE DEPARTMENT OF LAW
      AND
      PUBLIC SAFETY OF THE STATE OF NEW YORK. ANY REPRESENTATION TO THE CONTRARY
      IS
      UNLAWFUL.

     

    
      
        
        

      

      
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    I
      hereby
      subscribe to the shares set forth on page one (1) of this Subscription
      Agreement, and am tendering herewith my check for the full amount of my
      subscription, made payable to the order of China Private Equity Acquisition
      Corp
      and am mailing same to China Private Equity Acquisition Corp., PO Box 735,
      Alpine, New Jersey 07620, USA.

    


    $___________
      for __________shares

    


    Dated:
      ____________2007

    


    AGREED
      AND ACKNOWLEDGED

     

    Name:
      ______________________

         

    By: ________________________

    (signature)

     

    Complete
      Address: ________________________

    City,
      State:

    Fax:

    Email:   

    


    Phone
      No.: ______________________________

    


    Identification
      Number:______________________

    (If
      Non-USA, attach Passport or ID Copy)

    


    If
      USA,
      Social Security Number: ______________   

    


    
      
        
        

      

      
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