Subscription
Agreement

    


    As of __________, 2011

    


    To the
Board of Directors of

    China
Resources Development Inc.:

    


    Gentlemen:

    


    The undersigned hereby subscribes for
and agrees to purchase _____ warrants (“Warrants”), each to purchase one
Ordinary Share, at $0.50 per Warrant, of China Resources Development Inc. (the
“Corporation”) for an aggregate purchase price of $_____ (“Purchase
Price”).  The purchase and issuance of the Warrants shall occur
simultaneously with the consummation of the Corporation’s initial public
offering of securities (“IPO”) which is being underwritten by Lazard Capital
Markets LLC.  The Warrants will be sold to the undersigned on a
private placement basis and not part of the IPO.

    


    At least
24 hours prior to the effective date of the registration statement filed in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to Graubard Miller, as escrow agent (“Escrow Agent”),
to hold in a non-interest bearing account until the Corporation consummates the
IPO.  Simultaneously with the consummation of the IPO, the Escrow
Agent shall deposit the Purchase Price, without interest or deduction, into the
trust fund (“Trust Fund”) established by the Corporation for the benefit of the
Corporation’s public shareholders as described in the Corporation’s Registration
Statement, pursuant to the terms of an Investment Management Trust Agreement to
be entered into between the Corporation and Continental Stock Transfer &
Trust Company.  In the event that the IPO is not consummated within 14
days of the date the Purchase Price is delivered to the Escrow Agent, the Escrow
Agent shall return the Purchase Price to the undersigned, without interest or
deduction.

    


    The
undersigned represents and warrants that he has been advised that the Warrants
have not been registered under the Securities Act; that he is acquiring the
Warrants for its account for investment purposes only; that he has no present
intention of selling or otherwise disposing of the Warrants in violation of the
securities laws of the United States; that he is an “accredited investor” as
defined by Rule 501 of Regulation D promulgated under the Securities Act of
1933, as amended (the “Securities Act”); and that he is familiar with the
proposed business, management, financial condition and affairs of the
Corporation.

    


    Moreover,
the undersigned agrees that he shall not sell or transfer the Warrants or any
underlying securities (except to (i) the Company’s officers, directors or
employees, (ii) the undersigned’s officer’s, directors and/or employees or the
undersigned’s members upon its liquidation, in each case if the undersigned is
an entity, or (iii) by bona fide gift to a member of the undersigned’s immediate
family or to a trust, the beneficiary of which is the undersigned or a member of
the undersigned’s immediate family for estate planning purposes, by virtue of
the laws of descent and distribution upon death or pursuant to a qualified
domestic relations order, in each case if the undersigned is an individual, and
in all cases provided the transferee agrees to be bound by the restrictions set
forth in this subscription agreement) until after the Corporation consummates a
merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar business combination with one or more businesses
or entities (“Business Combination”) and acknowledges that the certificates for
such Warrants shall contain a legend indicating such restriction on
transferability.


    
      
        
          177871.2 

        

         


      

      
         


        
          

        

      

      
         


      

    

    


    The
Warrants will be identical to the warrants underlying the units being offered by
the Company in the IPO except that the Corporation hereby acknowledges and
agrees that the Warrants shall not be redeemable by the Corporation and shall be
exercisable on a cashless basis by surrendering such Warrants for that number of
Ordinary Shares equal to the quotient obtained by dividing (x) the product of
the number of Ordinary Shares underlying the Warrants, multiplied by the
difference between the Warrant exercise price and the “Fair Market Value”
(defined below) by (y) the Fair Market Value, in each case so long as the
Warrants are held by the undersigned or his affiliates; provided, however, that
no cashless exercise shall be permitted unless the Fair Market Value is higher
than the exercise price.  The “Fair Market Value” shall mean the
average reported last sale price of the Ordinary Shares for the 10 trading days
ending on the day prior to the date of exercise.

    


    
      	 
      	
              Very
      truly yours,

            	 
      
	 
      	 
      	 
      
	 
      	
                

            	 
      


    

    


    
      
        
          
            
              	
                      Agreed
      to:

                    	 
      
	 
      	 
      	 
      
	
                      China
      Resources Development Inc.

                    	 
      
	 
      	 
      	 
      
	
                      By: 

                    	 
      	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      
	 
      	 
      	 
      
	
                      Lazard
      Capital Markets LLC

                    	 
      
	 
      	 
      	 
      
	
                      By:

                    	 
      	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      
	 
      	 
      	 
      
	
                      Graubard
      Miller

                    	 
      
	 
      	 
      	 
      
	
                      By:

                    	 
      	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

      

    


    
      
        
          177871.2