exv10w8



 





EXHIBIT 10.8

April ___, 2007




Ferris, Baker Watts, Incorporated

as Representative of the Several Underwriters

100 Light Street

Baltimore, MD 21202




     Re: China Healthcare Acquisition Corp.



Ladies and Gentlemen:




     This letter, including Schedule 1 attached hereto, will confirm the agreement of the
undersigned to purchase or cause an affiliate of the undersigned to purchase shares of common stock
(“Common Stock”) of China Healthcare Acquisition Corp. (“Company”) upon the terms and conditions
set forth herein. The attached letter on Schedule 1 is intended to constitute a “written plan for
trading securities” within the meaning of Rule 10b5-1 promulgated under the Securities Exchange Act
of 1934, as amended (“Exchange Act”).



     The undersigned agrees that this letter agreement (which may be evidenced by original or
facsimile counterpart signatures hereto) constitutes an agreement to place an irrevocable order (in
the form attached as Schedule 1 hereto) for Ferris, Baker Watts,
Incorporated or another independent broker/dealer
mutually agreed upon by Ferris, Baker Watts, Incorporated and the undersigned (in any case, the
“Broker”) to purchase for the undersigned’s account or such affiliate’s account during the period
commencing on the later of (a) ten business days after the Company files a Current Report on Form
8-K (“Signing 8-K”) announcing its execution of a definitive agreement (“Definitive Agreement”) for
a merger, capital stock exchange, stock purchase, asset acquisition or other similar business
combination with an operating business (“Business Combination”) or (b) 60 calendar days after the
end of the “restricted period” under Regulation M and ending on the business day immediately
preceding the record date for the meeting of stockholders at which such Business Combination is to
be voted upon by the Company’s stockholders (such period is hereinafter referred to as the
“Purchase Period”) up to $8,000,000 of shares of Common Stock (“Maximum Stock Purchase”). The
undersigned further agrees that the attached letter agreement on Schedule 1 constitutes an
irrevocable limit order to satisfy the Maximum Stock Purchase at prices not to exceed the per share
amount held in the Company’s trust account (less taxes payable) as reported in the Signing 8-K. The
undersigned shall deposit the funds necessary to satisfy the Maximum Stock Purchase (including
through the use of margin) in an account designated by the Broker no later than the date the
Definitive Agreement is signed and agrees to provide to Ferris, Baker Watts, Incorporated until
such time, on a monthly basis, statements confirming that the undersigned has sufficient funds
necessary to satisfy the Maximum Stock Purchase. The undersigned
agrees that he will not take any action outlined in Rule 10b-5(c)(1)(i)(C).



 









 





     The undersigned shall instruct the Broker to fill such order in such amounts and at such times
and prices, in accordance with the foregoing instructions, as it may determine, in its sole
discretion, during the Purchase Period. All bids and purchases shall be executed in the Broker’s
normal fashion and pursuant to applicable regulations of the SEC and NASD and in accordance with
applicable law. In particular, the parties agree that all purchases
shall be made in accordance with applicable requirements of Rule
10b-18. The undersigned also agrees that he will not agree to pay the Broker any fees
and/or commissions with respect to such purchase obligation.



     The undersigned agrees that it shall not sell or transfer or permit any such affiliate to sell
or transfer any shares of Common Stock purchased as contemplated herein until six months after the
Company consummates a Business Combination and in the event the Company does not consummate a
Business Combination he shall not sell such shares but is entitled to distributions from the
Company upon its dissolution with respect to such shares.



     The undersigned understands that he shall be responsible and agrees to arrange for any filings
that may be required under applicable law (e.g., Schedule 13D, and Forms 4 and 5). Accordingly, the
Broker will agree to provide copies of confirmations of transactions pursuant to the attached
Schedule 1 within 24 hours of each transaction to the undersigned and any other designated person
to facilitate the undersigned’s reporting obligations under applicable law.



     The undersigned shall instruct the Broker to make, keep and produce promptly upon request a
daily time-sequences schedule of all Common Stock purchases made pursuant to this agreement, on a
transaction-by-transaction basis, including (i) size, time of execution, price of purchase; and
(ii) the exchange, quotation system, or other facility through which the Common Stock purchase
occurred. Upon request of the Division of Market Regulation of the SEC, the undersigned and the
Company shall transmit the aforementioned schedule to the Division of Market Regulation within
thirty (30) days of such request.



     The undersigned and the Company shall be available to respond to inquires by the Division of
Market Regulation regarding any Common Stock purchase(s).



     The undersigned represents and warrants that (i) the undersigned is not presently aware of any
material nonpublic information regarding the Company or its securities, and (ii) the undersigned is
currently able to enter into this letter agreement. The undersigned covenants that the undersigned
will not discuss or otherwise disclose material nonpublic information to the Broker or its
personnel responsible for carrying out this purchase obligation during the Purchase Period.



     The Company is unaware, without any inquiry or responsibility to make any inquiry, of any
legal, contractual or regulatory restrictions applicable to the undersigned as of the date hereof
that would prohibit the undersigned from entering into this letter or making any purchase pursuant
to the instructions provided herein.



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     This letter agreement shall for all purposes be deemed to be made under and shall be construed
in accordance with the laws of the State of Maryland, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of another jurisdiction.
This letter agreement may be executed in one or more original or facsimile counterparts, and by the
different parties hereto in separate counterparts, each of which shall be deemed to be an original,
but all of which taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto.



	 	 	 	 	 
	 	 	Very truly yours,

 	 
	 	  	______________________
 	 
	 	 	Name:  	Jack Kang 	 
	 	 	 	 
	 



ACKNOWLEDGED AND AGREED:




CHINA HEALTHCARE ACQUISITION CORP.





			
	By:	 	__________________________


	Name:

Title:







3









 








Schedule 1




_________, 2007




[Broker]





     RE: China Healthcare Acquisition Corp.



Ladies and Gentlemen:




     This letter, delivered in accordance with the Common Stock Purchase Letter, dated ___, between
Ferris, Baker Watts, Incorporated, as Representative and the undersigned (the “Purchase Letter”),
confirms the agreement therein of the undersigned to purchase or cause an affiliate of the
undersigned to purchase (the “Purchase Commitment”) shares of common stock (the “Common Stock”) of
China Healthcare Acquisition Corp. (the “Company”) that are included in the units being sold in the
Company’s initial public offering pursuant to the Company’s registration statement on Form S-1
(File No. 333-135705), as amended and supplemented from time to time. This letter is intended to
constitute a “written plan for trading securities” within the meaning of Rule 10b5-1 promulgated
under the Securities Exchange Act of 1934, as amended. The Purchase Commitment is subject to the
terms and conditions set forth herein.



     The undersigned agrees that this letter agreement constitutes an irrevocable order (the
“Order”) for you to purchase for the undersigned’s account or such affiliate’s account if the
undersigned so directs, during the period commencing on the later of (a) 10 business days (the “8-K
Date”) after the Company files a Current Report on Form 8-K (“Signing 8-K”) announcing its
execution of a definitive agreement (“Definitive Agreement”) for a merger, capital stock exchange,
stock purchase, asset acquisition or other similar business combination with an operating business
(“Business Combination”) or (b) 60 calendar days after termination of the “restricted period” under
Regulation M, up to $8,000,000 of shares of Common Stock at prices not to exceed the per share
amount held in the Company’s trust account (less taxes payable) as reported in the Signing 8-K and
ending on the business day immediately preceding the record date for the meeting of stockholders at
which such Business Combination is to be voted upon by the Company’s stockholders. You (or such
other broker-dealer(s) as you may assign the order to) agree to fill such order in such amounts and
at such times as you may determine, in your sole discretion, during such period. You agree that all
purchases shall be executed in your normal fashion and pursuant to applicable regulation by the SEC
and NASD and in accordance with applicable law.



     You shall make, keep, and produce promptly upon request a daily time-sequenced schedule of all
purchases of Common Stock made pursuant to this agreement, on a



 









 







transaction-by-transaction basis, including (i) size, time of execution, price of purchase; and
(ii) the exchange, quotation system, or other facility through which the Common Stock purchase
occurred. You shall provide copies of confirmations of transactions pursuant to this agreement
within 24 hours of each transaction to the undersigned. Upon request of the Division of Market
Regulation (the “Division”) of the SEC, the undersigned and the Company shall transmit the
aforementioned schedule to the Division within thirty (30) days of such request.



     The undersigned represents and warrants that (i) the undersigned is not presently aware of any
material nonpublic information regarding the Company or its securities, and (ii) the undersigned is
currently able to enter into this letter agreement. The undersigned covenants that the undersigned
will not discuss or otherwise disclose material nonpublic information to the Broker or its
personnel responsible for carrying out this purchase obligation during the Purchase Period.



     This letter agreement shall be governed by and interpreted and construed in accordance with
the laws of the State of Maryland applicable to contracts formed and to be performed entirely
within the State of Maryland, without regard to the conflicts of law provisions thereof to the
extent such principles or rules would require or permit the application of the laws of another
jurisdiction.



     No term or provision of this letter agreement may be amended, changed, waived, altered or
modified except by written instrument executed and delivered by the party against whom such
amendment, change, waiver, alteration or modification is to be enforced.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	By:  	___________________________
 	 
	 	 	Jack Kang 	 
	 	 	 	 
	 




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