-- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing



Exhibit 10.1





Form of Letter Agreement for Directors, Officers and  Initial
Stockholders of China Holdings


__________, 2007


	
China Holdings Acquisition Corp.

33 Riverside Avenue, 5th Floor 

Westport, CT 06880 



Citigroup Global Markets Inc. 

388 Greenwich Street 

New York, NY 10013 





	 	
Re: Initial Public Offering





	
Gentlemen:



     
 This letter is being delivered to you in accordance with the Underwriting Agreement entered into by and between China Holdings Acquisition Corp., a Delaware Corporation (the “Company”) and Citigroup Global Markets Inc.,
as representative of the several underwriters, relating to an underwritten initial public offering (the “IPO”) of 10,000,000 of the Company’s units (11,500,000 if the over-allotment is exercised in full) each comprised of one share of
the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (the “Units”). The Units sold in the IPO will be listed and traded on the American
Stock Exchange pursuant to a Registration Statement on Form S-1 and prospectus filed by the Company with the Securities and Exchange Commission. Certain capitalized terms used herein are defined in paragraph 14 hereof. 

     
 In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned hereby agrees with the Company as follows: 


     1. If the Company solicits approval of its stockholders of a Business Combination, and/or the Extended Period, the undersigned will vote all
Insider Shares owned by him in accordance with the majority of the votes cast by the holders of the IPO Shares and will vote all shares of Common Stock of the Company acquired by him in the IPO or aftermarket in favor of any Business Combination
negotiated by the officers of the Company and the Extended Period. 



     2. In the event that the Company fails to consummate a Business Combination within 18 months from the closing date of the IPO (“IPO Closing Date”) and no letter of intent, agreement in principle or definitive agreement has been executed within such 18 month period, or within 24 months from the IPO Closing Date if a letter of intent, agreement in principle or definitive agreement has been executed
within such 18 month period, or within 36 months from the IPO Closing Date if so extended upon approval by the stockholders, the undersigned shall take all such action reasonably within its power as is necessary to dissolve the Company and liquidate
the Trust Account to holders of IPO Shares as soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account and any remaining net assets of the Company as a result of 


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such liquidation with respect to its Insider Shares (“Claim”)
and will not seek recourse against the Trust Account for any  reason whatsoever.
[In the event of the liquidation of the Trust Account, the undersigned agrees
to indemnify and hold harmless the Company jointly and severally with [James
D. Dunning, Jr.], against any and all loss, liability, claims, damage and  expense
whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened, or any claim whatsoever) which the Company may
 become subject as a result of any claim by any third party, but only to the
extent necessary to ensure that such loss, liability, claim, damage or expense
does not reduce the amount in the Trust Account and only if such third party
or entity has not  executed an agreement waiving claims against the Trust Account.
If the remaining assets outside the Trust Account are insufficient to pay the
costs of liquidation, the undersigned agrees to advance to the Company the funds
necessary to complete such  liquidation and agrees not to seek repayment for
such expenses. The foregoing section is not for the benefit of any third party
beneficiaries of the Company and does not create any contract right in favor
of any person other than the  Company.]1 


     [3. In
order to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees (i) not to become an  officer, director
or principal stockholder of a blank check company with a focus on potential acquisition
targets in the People’s Republic of China or Asia and (ii) to present to
the Company for its consideration, prior to presentation to any  other person
or entity, any suitable opportunity to acquire an operating business, until the
earlier of the consummation by the Company of a Business Combination, or the
liquidation of the Company, subject to any pre-existing fiduciary and  contractual
obligations the undersigned might have as of the date hereof. For the purposes
hereof, a suitable opportunity shall mean any company or business having its
primary operations in the People’s Republic of China and greater Asia whose
 fair market value is at least equal to $80 million. The information relating
 to the undersigned contained in the “Conflicts of Interest” section
 of the Registration Statement is true and accurate in all respects, and does
 not omit any  material information with respect to the undersigned’s fiduciary
 or contractual obligations.


     The undersigned hereby agrees
and acknowledges that (i) each of the Underwriters and the Company could be irreparably
injured in the event of a breach by the undersigned of his obligations under
this  paragraph 3, monetary damages may not be an adequate remedy for such breach
and (ii) the non-breaching party shall be entitled to injunctive relief, in addition
to any other remedy such party may have, in the event of such breach.]2


     4. The undersigned acknowledges and agrees that the Company will not consummate any Business Combination which involves a company which is
currently a portfolio company of, or affiliated with, any of the Insiders. The undersigned acknowledges and agrees that the Company will not consummate any Business Combination which involves a company which in the future becomes affiliated with any
of the Insiders, unless the Company obtains an opinion from an independent investment banking firm that the Business Combination is fair to the Company’s stockholders from a
financial perspective. 



     5. Prior to a Business Combination, neither the undersigned, any member of the family of the undersigned, nor any affiliate
(“Affiliate”) of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company.


______________________________

1 Applicable only to Paul K. Kelly and James D. Dunning, Jr.

2 Applicable
only to officers and directors

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Notwithstanding the foregoing to the contrary, the undersigned shall be entitled to reimbursement from
the Company for his out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination and commencing on the Effective Date, Stuart Management Co., an
affiliate of the Company’s Chief Executive Officer (“Related Party”), shall be allowed to charge the Company $10,000 per month to compensate it for the Company’s use of the Related Party’s office space and certain
technology and administrative and secretarial services. 


     6. To the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company,
the undersigned agrees that he shall return to the Company for cancellation, at no cost, the number of Insider Shares held by the undersigned determined by multiplying [the number of shares held by the
insider] by a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
which is 1,500,000. 


     7. Neither the undersigned, any member of the family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive or
accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any Affiliate of the undersigned originates a Business Combination. 



     8. The
undersigned agrees that, prior to the consummation of the Business Combination,
he or she will not propose any amendment to Articles Fourth and Sixth  of the
Company’s
Amended and Restated Certificate of Incorporation or support, endorse or recommend
any proposal that stockholders amend any of these provisions. 


     [9. The
undersigned agrees that he will not take retaining his position as an officer
or director with the Company into consideration in  determining which Business
Combination to pursue.]3


     10. (a) For a period of time commencing from the date hereof and ending, in the case of Insider Shares, on a date that is six months following
the consummation of the Business Combination (“Insider Share Lock-Up Period”) and, in the case of the Placement Warrants upon consummation of the Business Combination (the “Placement Warrant Lock-Up Period”) (together with the
Insider Share Lock-Up Period collectively the "Lock-Up Period"), the undersigned shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly
or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC
promulgated thereunder, with respect to any Insider Shares, Placement Warrants, the Common Stock issuable upon exercise of the Placement Warrants or any securities convertible into or exercisable or exchangeable for the Insider Shares or Placement
Warrants or other rights to purchase Common Stock or any such securities (the "Offering Securities"), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the
Offering Securities, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).

______________________________

  3 Applicable
only to officers and directors

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          (b)
Notwithstanding the foregoing, the undersigned may transfer his Insider Shares,
the Placement Warrants, or shares of Common Stock issuable upon exercise of the
Placement Warrants (i) to an  entity’s beneficiaries upon its liquidation,
(ii) to relatives and trusts for estate planning purposes, (iii) by virtue of
the laws of descent and distribution upon death, (iv) pursuant to a qualified
domestic relations order, (v) to officers,  directors and employees of the Company
and persons affiliated with the Company’s founders or (vi) by private sales
with respect to up to 33% of the Insider’s common stock made at or prior
to the consummation of a Business Combination at  prices no greater than the
price at which the shares were originally purchased, in each case where the transferee
agrees to the terms of this Agreement including Section 1 and this Section 10. 

          (c) Further, the undersigned agrees that after the applicable Lock-Up Period has elapsed, the Offering Securities shall only be transferable or saleable pursuant to a sale registered under the
Securities Act of 1933, as amended, (the “Securities Act”) or pursuant to an available exemption from registration under the Securities Act.


     11. [The
undersigned agrees to be the [Chairman of the Board of Directors, Chief Executive
Officer, Secretary and Treasurer] [President and  Director] [Director] of the
Company and not resign from his position until the earlier of the consummation
by the Company of a Business Combination or the liquidation of the Company provided,
however that the undersigned is not obligated to  contribute a minimum number
of hours per week to the Company’s business or operations.]4 The undersigned’s
biographical information furnished to the Company and Citigroup Global Markets,
Inc. and attached hereto as Exhibit A is true and  accurate in all respects,
does not omit any material information with respect to the undersigned’s
background and contains all of the information required to be disclosed pursuant
to Item 401 of Regulation S-K, promulgated under the Securities  Act . The undersigned’s
Questionnaire furnished to the Company and Citigroup Global Markets, Inc. is
true and accurate in all respects. The undersigned represents and warrants that: 


          (a) he 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) he 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) he 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. 


     [12. The
undersigned has full right and power, without violating any agreement by which
he is bound, to enter into this letter agreement and to  serve as [Chairman of
the Board of Directors, Chief Executive Officer, Secretary and Treasurer] [President
and Director] [Director] of the Company.]4 


     13. 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. The 

______________________________

  4 Applicable
only to officers and directors

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undersigned 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 submits 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 Loeb & Loeb LLP 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, the undersigned will promptly notify the Company and Citigroup Global Markets, Inc. and
appoint a substitute agent acceptable to each of the Company and Citigroup Global Markets, Inc. 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. 


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     14. As
used herein, (i) a “Business Combination” shall mean an acquisition
by merger, capital stock exchange, asset or stock  acquisition, reorganization
or control through contractual arrangements or otherwise, of one or more operating
businesses in the People’s Republic of China or greater Asia selected by
the Company; (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 owned by an Insider prior to the IPO; (iv) “IPO
Shares” shall mean the shares of Common
Stock issued in the Company’s IPO; (v) “Trust Account” shall mean
the trust account established by the Company at the consummation of its IPO and
into which a certain amount of the net proceeds of the IPO is deposited; (vi)
“Extended Period” shall mean the extension, upon shareholder approval,
of the period of time during which the Company may complete a Business Combination
from 24 months to 36 months if the Company anticipates that it may not consummate
a  Business Combination within 24 months if a letter of intent or definitive
agreement with respect to a business combination has been entered into within
18 months; (vii) “Placement Warrant” shall mean the warrants purchased
by the Insiders  in a private placement immediately prior to the consummation
of the IPO; and (viii) “Public Stockholders” shall mean the stockholders
that purchased shares of the Company’s Common Stock in the IPO. 





	 	CHINA HOLDINGS ACQUISITION CORP.
	 	 
	 	By: ______________________________________________
	 	 
	 	 
	 	INSIDER
	 	 
	 	By: ______________________________________________





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EXHIBIT A 


[Insider biographical information]




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