Exhibit 10.7


REGISTRATION RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is entered into as of the      day of                     ,
2007, by and among Stone Tan China Acquisition Corp., a Delaware corporation
(the “Company”), and the undersigned parties listed under Investors on the
signature page hereto (each, an “Investor” and collectively, the “Investors”).


WHEREAS, the Investors currently hold all of the
issued and outstanding securities of the Company;


WHEREAS, the Investors and the Company desire to enter
into this Agreement to provide the Investors with certain rights relating to
the registration of the Registrable Securities (as defined below) held by them;


NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


1.             DEFINITIONS;
INTERPRETATION. As used herein, the word “shares” may, as context
requires, be used in reference to units, warrants, rights, options or any other
security, in addition to Common Stock. The following capitalized terms used
herein have the following meanings:


“Agreement” means this Agreement, as amended,
restated, supplemented, or otherwise modified from time to time.


“Announcement Date” means the date the Company
files a Form 8-K with the Commission announcing the entering into of a
definitive agreement for the Business Combination.


“Business Combination” means the acquisition of
direct or indirect ownership through a merger, capital stock exchange, asset or
stock acquisition or other similar type of transaction, of an operating business
or businesses having collectively, a fair market value of at least 80% of the
Company’s net assets at the time of such acquisition; provided, however, that,
any acquisition of multiple operating businesses shall occur contemporaneously
with one other target business.


“Co-Investment Shares” means the shares of
Common Stock underlying any units sold to the Investors pursuant to Section 2
of the Securities Purchase Agreement dated October     ,
2007.


“Co-Investment Warrants” means the warrants
underlying any units sold to the Investors pursuant to Section 2 of the
Securities Purchase Agreement dated October     , 2007.


“Co-Investment Warrant Shares” means the shares
of Common Stock underlying the Co-Investment Warrants.


“Commission” means the Securities and Exchange
Commission, or any other federal agency then administering the Securities Act
or the Exchange Act.


“Common Stock” means the common stock, par
value $0.0001 per share, of the Company.


“Company” is defined in the preamble to this
Agreement.













“Demand Registration” is defined in Section
2.1.1.


“Demanding Holder” is defined in Section 2.1.1.


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at the time.


“First Release Date” means the date the Private
Placement Warrants may be distributed from escrow pursuant to Section 3 of that
certain Securities Escrow Agreement dated as of the date hereof, by and among
the parties thereto and Continental Stock Transfer & Trust Company.


“Form S-3” is defined in Section 2.3.


“Indemnified Party” is defined in Section 4.3.


“Indemnifying Party” is defined in Section 4.3.


“Initial Investor Shares” means all of the
Common Stock held by the Investors before the IPO and the Private Placement and
any Common Stock issued as a dividend or other distribution with respect to or
in exchange for or in replacement of such shares of Common Stock.


“Investor” is defined in the preamble to this
Agreement.


“Investor Indemnified Party” is defined in
Section 4.1.


“IPO” means the Company’s initial public
offering of securities.


“Majority-in-interest” of Demanding Holders, or
of any other group of holders of Registrable Securities, means (i) after the First
Release Date but prior to the Second Release Date, a majority-in-interest of
the holders of Private Placement Warrants, Private Placement Warrant Shares,
Co-Investment Shares, Co-Investment Warrants and Co-Investment Warrant Shares
and (ii) after the Second Release Date, a majority-in-interest of the holders
of Registrable Securities.


“Maximum Number of Shares” is defined in
Section 2.1.3.


“Morgan Joseph” means Morgan Joseph & Co.
Inc.


“Notices” is defined in Section 6.3.


“Piggy-Back Registration” is defined in Section
2.2.1.


“Private Placement” means the sale by the
Company of the Private Placement Warrants.


“Private Placement Warrant Shares” means the
shares of Common Stock underlying the Private Placement Warrants.


“Private Placement Warrants” means Warrants
issued and delivered to initial stockholders of the Company.



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“Pro Rata” is defined in Section 2.1.3.


“Purchase Option” means the option to purchase 2,500,000
units, each unit consisting of one share of Common Stock and one Common Stock
purchase warrant, issued to Morgan Joseph or its designees in connection with
the IPO (as may be transferred from time to time in accordance with its terms).


“Purchase Option Shares” means the securities
underlying the Purchase Option that have been granted registration rights by
the Company pursuant to the Purchase Option.


“Register,” “registered” and “registration”
mean a registration effected by preparing and filing a registration statement
or similar document in compliance with the requirements of the Securities Act,
and the applicable rules and regulations promulgated thereunder, and such
registration statement becoming effective.


“Registrable Securities” means the Private
Placement Warrants, the Private Placement Warrant Shares, the Co-Investment
Shares, the Co-Investment Warrants, the Co-Investment Warrant Shares and the
Initial Investor Shares. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when: (a) a Registration
Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration
Statement; (b) such securities shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them
shall not require registration under the Securities Act; (c) such securities
shall have ceased to be outstanding, or (d) the Securities and Exchange
Commission makes a definitive determination to the Company that the Registrable
Securities are saleable under Rule 144(k).


“Registration Statement” means a registration
statement filed by the Company with the Commission in compliance with the
Securities Act and the rules and regulations promulgated thereunder for a
public offering and sale of Common Stock (other than a registration statement
on Form S-4 or Form S-8, or their successors, or any registration statement
covering only securities proposed to be issued in exchange for securities or
assets of another entity).


“Second Release Date” means the date the
Initial Investor Shares may be distributed from escrow pursuant to Section 3 of
that certain Securities Escrow Agreement dated as of the date hereof, by and
among the parties thereto and Continental Stock Transfer & Trust Company.


“Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


“Underwriter” means a securities dealer who
purchases any Registrable Securities as principal in an underwritten offering
and not as part of such dealer’s market-making activities.



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2.             REGISTRATION
RIGHTS.


2.1           Demand
Registration.


2.1.1.       Request for
Registration. At any time and from time to time on or after the Announcement
Date, the holders of a Majority-in-interest held by the Investors or their
transferees, may make a written demand for registration under the Securities
Act of all or part of the Private Placement Warrants, Private Placement Warrant
Shares, Co-Investment Shares, Co-Investment Warrants and Co-Investment Warrant
Shares (the “First Demand Registration”); provided, however,
such Demand Registration shall not be declared effective by the Commission
until after the First Release Date. At any time and from time to time on or
after the Second Release Date, the holders of a Majority-in-interest held by
the Investors or their transferees, may make a written demand for registration
under the Securities Act of all or part of the Registrable Securities (the “Second
Demand Registration” and together with the First Demand Registration, a “Demand
Registration”). Any demand for a Demand Registration shall specify the
number of shares of Registrable Securities, as applicable, proposed to be sold
and the intended method(s) of distribution thereof. The Company will notify all
holders of Registrable Securities of the Demand Registration, and each holder
of Registrable Securities who wishes to include all or a portion of such holder’s
Registrable Securities in the Demand Registration (each such holder including
shares of Registrable Securities in such registration, a “Demanding Holder”)
shall so notify the Company within fifteen (15) days after the receipt by the
holder of the notice from the Company. Upon any such request, the Demanding
Holders shall be entitled to have their Registrable Securities included in the
Demand Registration, subject to Section 2.1.4 and the provisos set forth in
Section 3.1.1. The Company shall not be obligated to effect more than (i) one
(1) Demand Registration prior to the First Release Date and (ii) not more than
two (2) Demand Registrations prior to the Second Release Date under this
Section 2.1.1 in respect of Registrable Securities.


2.1.2.       Effective
Registration. A registration will not count as a Demand Registration
until the Registration Statement filed with the Commission with respect to such
Demand Registration has been declared effective and the Company has complied
with all of its obligations under this Agreement with respect thereto; provided,
however, that if, after such Registration Statement has been declared
effective, the offering of Registrable Securities pursuant to a Demand
Registration is interfered with by any stop order or injunction of the Commission
or any other governmental agency or court, the Registration Statement with
respect to such Demand Registration will be deemed not to have been declared
effective, unless and until, (i) such stop order or injunction is removed,
rescinded or otherwise terminated, and (ii) a Majority-in-interest of the
Demanding Holders thereafter elect to continue the offering; provided, further,
that the Company shall not be obligated to file a second Registration Statement
until a Registration Statement that has been filed is counted as a Demand
Registration or is terminated.


2.1.3        Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect
and such holders so advise the Company as part of their written demand for a
Demand Registration, the offering of such Registrable Securities pursuant to
such Demand Registration shall be in the form of an underwritten offering. In
such event, the right of any holder to include its Registrable Securities in
such registration shall be conditioned upon such holder’s participation in such
underwriting and the inclusion of such holder’s Registrable Securities in the
underwriting to the extent provided herein. All Demanding Holders proposing to
distribute their securities through such underwriting shall enter into an
underwriting agreement in customary form with the Underwriter or Underwriters
selected for such underwriting by a majority-in-interest of the holders
initiating the Demand Registration.


2.1.4.       Reduction
of Offering. Subject to the registration rights set forth in the
Purchase Option, which rights in no way shall be limited by the Maximum Number
of Shares to be included in the Registration Statement pursuant to this Section
2.1.3, if the managing Underwriter or Underwriters for a Demand Registration
that is to be an underwritten offering advises the Company and the Demanding
Holders in writing that the dollar amount or number of shares of Registrable
Securities which the Demanding Holders desire to sell, taken together with



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all other shares of Common Stock or other securities which the Company
desires to sell and the shares of Common Stock, if any, as to which
registration has been requested pursuant to written contractual piggy-back
registration rights held by other stockholders of the Company who desire to
sell, exceeds the maximum dollar amount or maximum number of shares that can be
sold in such offering without adversely affecting the proposed offering price,
the timing, the distribution method, or the probability of success of such
offering (such maximum dollar amount or maximum number of shares, as
applicable, the “Maximum Number of Shares”), then the Company shall include
in such registration: (i) first, the Registrable Securities as to which Demand
Registration has been requested pro rata in accordance with the number
of shares that each such person has requested be included in such registration,
regardless of the number of shares held by each such person (such proportion is
referred to herein as “Pro Rata”)) that can be sold without exceeding the
Maximum Number of Shares; (ii) second, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (i), the
shares of Common Stock or other securities that the Company desires to sell
that can be sold without exceeding the Maximum Number of Shares; and (iii)
third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (i) and (ii), the shares of Common Stock or other
securities for the account of other persons that the Company is obligated to
register pursuant to written contractual arrangements with such persons and
that can be sold without exceeding the Maximum Number of Shares.


2.1.4.       Withdrawal. If
a Majority-in-interest of the Demanding Holders disapprove of the terms of any
underwriting or are not entitled to include all of their Registrable Securities
in any offering, such Majority-in-interest of the Demanding Holders may elect
to withdraw from such offering by giving written notice to the Company and the
Underwriter or Underwriters of their request to withdraw prior to the
effectiveness of the Registration Statement filed with the Commission with
respect to such Demand Registration. If the Majority-in-interest of the
Demanding Holders withdraws from a proposed offering relating to a Demand
Registration, then such registration shall not count as a Demand Registration
provided for in Section 2.1.1.


2.2           Piggy-Back
Registration.


2.2.1.       Piggy-Back
Rights. If at any time on or after the Second Release Date the
Company proposes to file a Registration Statement under the Securities Act with
respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by the
Company for its own account or for stockholders of the Company for their
account (or by the Company and by stockholders of the Company including,
without limitation, pursuant to Section 2.1), other than a Registration
Statement (i) filed in connection with any employee stock option or other
benefit plan, (ii) for an exchange offer or offering of securities solely to
the Company’s existing stockholders, (iii) for an offering of debt that is convertible
into equity securities of the Company or (iv) for a dividend reinvestment plan,
then the Company shall (x) give written notice of such proposed filing to the
holders of Registrable Securities as soon as practicable but in no event less
than ten (10) days before the anticipated filing date, which notice shall
describe the amount and type of securities to be included in such offering, the
intended method(s) of distribution, and the name of the proposed managing
Underwriter or Underwriters, if any, of the offering, and (y) offer to the
holders of Registrable Securities in such notice the opportunity to register
the sale of such number of shares



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of Registrable Securities as such holders may request in writing within
fifteen (15) days following receipt of such notice (a “Piggy-Back
Registration”). The Company shall cause such Registrable Securities to be
included in such registration and shall use its best efforts to cause the
managing Underwriter or Underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a Piggy-Back
Registration to be included on the same terms and conditions as any similar
securities of the Company and to permit the sale or other disposition of such
Registrable Securities in accordance with the intended method(s) of
distribution thereof. All holders of Registrable Securities proposing to
distribute their securities through a Piggy-Back Registration that involves an
Underwriter or Underwriters shall enter into an underwriting agreement in
customary form with the Underwriter or Underwriters selected for such
Piggy-Back Registration.


2.2.2.       Reduction
of Offering. Subject to the registration rights set forth in the
Purchase Option, which rights in no way shall be limited by the Maximum Number
of Shares to be included in the Registration Statement pursuant to this Section
2.2.2, if the managing Underwriter or Underwriters for a Piggy-Back
Registration that is to be an underwritten offering advises the Company and the
holders of Registrable Securities in writing that the dollar amount or number
of shares of Common Stock or other securities which the Company desires to
sell, taken together with shares of Common Stock or other securities, if any,
as to which registration has been demanded pursuant to written contractual arrangements
with persons other than the holders of Registrable Securities hereunder, the
Registrable Securities as to which registration has been requested under this
Section 2.2, and the shares of Common Stock or other securities, if any, as to which
registration has been requested pursuant to the written contractual piggy-back
registration rights of other stockholders of the Company, exceeds the Maximum
Number of Shares, then the Company shall include in any such registration:


(i)            If the
registration is undertaken for the Company’s account:(A) first, the shares of
Common Stock or other securities that the Company desires to sell that can be sold without exceeding the
Maximum Number of Shares; (B) second, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clause (A), the shares of
Common Stock or other securities, if any, comprised of Registrable Securities
and Purchase Option Securities, as to which registration has been requested
pursuant to the applicable written contractual piggy-back registration rights
of such security holders, Pro Rata, that can be sold without exceeding the
Maximum Number of Shares; and (C) third, to the extent that the Maximum Number
of shares has not been reached under the foregoing clauses (A) and (B), the
shares of Common Stock or other securities for the account of other persons
that the Company is obligated to register pursuant to written contractual
piggy-back registration rights with such persons and that can be sold without
exceeding the Maximum Number of Shares; and


(ii)           If the
registration is a “demand” registration undertaken at the demand of persons
other than the holders of Registrable Securities or pursuant to written contractual arrangements with such persons, (A)
first, the shares of Common Stock or other securities for the account of the
demanding persons that can be sold without exceeding the Maximum Number of
Shares; (B) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (A), the shares of Common Stock or
other securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (C) third, to the extent that the Maximum Number
of Shares has not been reached under



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the
foregoing clauses (A) and (B), the shares of Common Stock or other securities
comprised of Registrable Securities, Pro Rata, as to which registration has
been requested pursuant to the terms hereof that can be sold without exceeding
the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (A), (B) and
(C), the shares of Common Stock or other securities for the account of other
persons that the Company is obligated to register pursuant to written
contractual arrangements with such persons, that can be sold without exceeding
the Maximum Number of Shares.


2.2.3.       Withdrawal. Any
holder of Registrable Securities may elect to withdraw such holder’s request
for inclusion of Registrable Securities in any Piggy-Back Registration by
giving written notice to the Company of such request to withdraw prior to the
effectiveness of the Registration Statement. The Company (whether on its own
determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may also elect to withdraw a Registration
Statement at any time prior to the effectiveness of the Registration Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses
incurred by the holders of Registrable Securities in connection with such
Piggy-Back Registration as provided in Section 3.3.


2.3           Registrations
on Form S-3. The holders may at any time and from time to time,
request in writing that the Company register the resale of any or all of such
Registrable Securities on Form S-3 or any similar short-form registration which
may be available at such time (“Form S-3”); provided, however,
that the Company shall not be obligated to effect such request through an
underwritten offering. Upon receipt of such written request, the Company will
promptly give written notice of the proposed registration to all other holders
of Registrable Securities, and, as soon as practicable thereafter, effect the
registration of all or such portion of such holder’s or holders’ Registrable
Securities as are specified in such request, together with all or such portion
of the Registrable Securities or other securities of the Company, if any, of
any other holder or holders joining in such request as are specified in a
written request given within fifteen (15) days after receipt of such written
notice from the Company; provided, however, that the Company
shall not be obligated to effect any such registration pursuant to this Section
2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders
of the Registrable Securities, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose
to sell Registrable Securities and such other securities (if any) at any
aggregate price to the public of less than $500,000. Registrations effected
pursuant to this Section 2.3 shall not be counted as Demand Registrations
effected pursuant to Section 2.1.


3.             REGISTRATION
PROCEDURES.


3.1           Filings;
Information. Whenever the Company is required to effect the
registration of any Registrable Securities pursuant to Section 2, the Company
shall use its best efforts to effect the registration and sale of such
Registrable Securities in accordance with the intended method(s) of distribution
thereof as expeditiously as practicable, and in connection with any such
request:


3.1.1.       Filing
Registration Statement. The Company shall, as expeditiously as
possible and in any event within sixty (60) days after receipt of a request for
a Demand



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Registration pursuant to Section 2.1, prepare and file with the
Commission a Registration Statement on any form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which form
shall be available for the sale of all Registrable Securities to be registered
thereunder in accordance with the intended method(s) of distribution thereof,
and shall use its best efforts to cause such Registration Statement to become
and remain effective for the period required by Section 3.1.3; provided,
however, that the Company shall have the right to defer any Demand
Registration for up to thirty (30) days, and any Piggy-Back Registration for
such period as may be applicable to deferment of any demand registration to
which such Piggy-Back Registration relates, in each case if the Company shall
furnish to the holders a certificate signed by the Chief Executive Officer of
the Company stating that, in the good faith judgment of the Board of Directors
of the Company, it would be materially detrimental to the Company and its stockholders
for such Registration Statement to be effected at such time; provided,  further,
that the Company shall not have the right to exercise the right set forth in
the immediately preceding proviso more than once in any 365-day period in
respect of a Demand Registration hereunder.


3.1.2.       Copies. The
Company shall, prior to filing a Registration Statement or prospectus, or any
amendment or supplement thereto, furnish without charge to the holders of
Registrable Securities included in such registration, and such holders’ legal
counsel, copies of such Registration Statement as proposed to be filed, each
amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the
prospectus included in such Registration Statement (including each preliminary
prospectus), and such other documents as the holders of Registrable Securities
included in such registration or legal counsel for any such holders may request
in order to facilitate the disposition of the Registrable Securities owned by
such holders.


3.1.3.       Amendments
and Supplements. The Company shall prepare and file with the
Commission such amendments, including post-effective amendments, and
supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective and
in compliance with the provisions of the Securities Act until all Registrable
Securities and other securities covered by such Registration Statement have
been disposed of in accordance with the intended method(s) of distribution set
forth in such Registration Statement (which period shall not exceed the sum of
one hundred eighty (180) days plus any period during which any such disposition
is interfered with by any stop order or injunction of the Commission or any
governmental agency or court) or such securities have been withdrawn.


3.1.4.       Notification. After
the filing of a Registration Statement, the Company shall promptly, and in no
event more than two (2) business days after such filing, notify the holders of
Registrable Securities included in such Registration Statement of such filing,
and shall further notify such holders promptly and confirm such advice in
writing in all events within two (2) business days of the occurrence of any of
the following: (i) when such Registration Statement becomes effective; (ii)
when any post-effective amendment to such Registration Statement becomes
effective; (iii) the issuance or threatened issuance by the Commission of any
stop order (and the Company shall take all actions required to prevent the
entry of such stop order or to remove it if entered); and (iv) any request by
the Commission for any amendment or supplement to such Registration Statement
or any prospectus relating thereto or for additional information or



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of the occurrence of an event requiring the preparation of a supplement
or amendment to such prospectus so that, as thereafter delivered to the
purchasers of the securities covered by such Registration Statement, such
prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and promptly make available to the holders
of Registrable Securities included in such Registration Statement any such
supplement or amendment; except that before filing with the Commission a
Registration Statement or prospectus or any amendment or supplement thereto,
including documents incorporated by reference, the Company shall furnish to the
holders of Registrable Securities included in such Registration Statement and
to the legal counsel for any such holders, copies of all such documents
proposed to be filed sufficiently in advance of filing to provide such holders
and legal counsel with a reasonable opportunity to review such documents and
comment thereon, and the Company shall not file any Registration Statement or
prospectus or amendment or supplement thereto, including documents incorporated
by reference, to which such holders or their legal counsel shall object.


3.1.5.       State
Securities Laws Compliance. The Company shall use its best efforts to
(i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the
United States as the holders of Registrable Securities included in such
Registration Statement (in light of their intended plan of distribution) may
request and (ii) take such action necessary to cause such Registrable Securities
covered by the Registration Statement to be registered with or approved by such
other Governmental Authorities as may be necessary by virtue of the business
and operations of the Company and do any and all other acts and things that may
be necessary or advisable to enable the holders of Registrable Securities
included in such Registration Statement to consummate the disposition of such
Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in
any jurisdiction where it would not otherwise be required to qualify but for
this Section 3.1.5 or subject itself to taxation in any such jurisdiction.


3.1.6.       Agreements
for Disposition. The Company shall enter into customary agreements
(including, if applicable, an underwriting agreement in customary form) and
take such other actions as are reasonably required in order to expedite or
facilitate the disposition of such Registrable Securities. The representations,
warranties and covenants of the Company in any underwriting agreement which are
made to or for the benefit of any Underwriters, to the extent applicable, shall
also be made to and for the benefit of the holders of Registrable Securities
included in such Registration Statement. No holder of Registrable Securities
included in such Registration Statement shall be required to make any
representations or warranties in the underwriting agreement and, if applicable,
with respect to such holder’s organization, good standing, authority, title to
Registrable Securities, lack of conflict of such sale with such holder’s
material agreements and organizational documents, and with respect to written
information relating to such holder that such holder has furnished in writing
expressly for inclusion in such Registration Statement. Holders of Registrable
Securities shall agree to such covenants and indemnification and contribution
obligations for selling stockholders as are customarily contained in agreements
of that type. Further, such holders shall cooperate fully in the preparation of
the Registration Statement and other documents relating to any offering in
which they include securities pursuant to Section 2 hereof. Each holder shall
also furnish to the Company such information regarding itself, the Registrable
Securities held by such holder, as



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applicable, and the intended method of disposition of such securities
as shall be reasonably required to effect the registration of the Registrable
Securities.


3.1.7.       Cooperation. The
principal executive officer of the Company, the principal financial officer of
the Company, the principal accounting officer of the Company and all other
officers and members of the management of the Company shall cooperate fully in
any offering of Registrable Securities hereunder, which cooperation shall
include, without limitation, the preparation of the Registration Statement with
respect to such offering and all other offering materials and related
documents, and participation in meetings with Underwriters, attorneys,
accountants and potential investors.


3.1.8.       Records. The
Company shall make available for inspection by the holders of Registrable
Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such Registration Statement and
any attorney, accountant or other professional retained by any holder of
Registrable Securities included in such Registration Statement or by any
Underwriter participating in such distribution, all financial and other
records, pertinent corporate documents and properties of the Company, as shall
be necessary to enable them to exercise their due diligence responsibility, and
cause the Company’s officers, directors and employees to supply all information
requested by any of them in connection with such Registration Statement.


3.1.9.       Opinions
and Comfort Letters. The Company shall furnish to each holder of
Registrable Securities included in any Registration Statement a signed
counterpart, addressed to such holder, of (i) any opinion of counsel to the
Company delivered to any Underwriter and (ii) any comfort letter from the
Company’s independent public accountants delivered to any Underwriter. In the
event no legal opinion is delivered to any Underwriter, the Company shall furnish
to each holder of Registrable Securities included in such Registration Statement,
at any time that such holder elects to use a prospectus, an opinion of counsel
to the Company to the effect that the Registration Statement containing such
prospectus has been declared effective and that no stop order is in effect.


3.1.10.     Earnings
Statement. The Company shall comply with all applicable rules and
regulations of the Commission and the Securities Act, and make available to its
stockholders, as soon as practicable, an earnings statement covering a period
of twelve (12) months, beginning within three (3) months after the effective
date of the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


3.1.11.     Listing. The
Company shall use its best efforts to cause all Registrable Securities included
in any registration to be listed on such exchanges or otherwise designated for
trading in the same manner as similar securities issued by the Company are then
listed or designated or, if no such similar securities are then listed or
designated, in a manner satisfactory to the holders of a majority of the
Registrable Securities included in such registration.


3.2           Obligation
to Suspend Distribution. Upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3.1.4(iv), or,
in the case of a resale registration on Form S-3 pursuant to Section 2.3
hereof, upon any suspension by the



 10
 









Company, pursuant to a written insider trading compliance program
adopted by the Company’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the
existence of material non-public information, each holder of Registrable
Securities included in any registration shall immediately discontinue
disposition of such Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until such holder receives the
supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the
restriction on the ability of “insiders” to transact in the Company’s
securities is removed, as applicable, and, if so directed by the Company, each
such holder will deliver to the Company all copies, other than permanent file
copies then in such holder’s possession, of the most recent prospectus covering
such Registrable Securities at the time of receipt of such notice.


3.3           Registration
Expenses. The Company shall bear all costs and expenses incurred in
connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back
Registration pursuant to Section 2.2, and any registration on Form S-3 effected
pursuant to Section 2.3, and all expenses incurred in performing or complying
with its other obligations under this Agreement, whether or not the
Registration Statement becomes effective, including, without limitation: (i)
all registration and filing fees; (ii) fees and expenses of compliance with
securities or “blue sky” laws (including fees and disbursements of counsel in
connection with blue sky qualifications of the Registrable Securities); (iii)
printing expenses; (iv) the Company’s internal expenses (including, without
limitation, all salaries and expenses of its officers and employees); (v) the
fees and expenses incurred in connection with the listing of the Registrable
Securities as required by Section 3.1.11; (vi) National Association of
Securities Dealers, Inc. fees; (vii) fees and disbursements of counsel for the
Company and fees and expenses for independent certified public accountants
retained by the Company (including the expenses or costs associated with the
delivery of any opinions or comfort letters requested pursuant to Section
3.1.9); (viii) the fees and expenses of any special experts retained by the
Company in connection with such registration and (ix) the fees and expenses of
one legal counsel selected by the holders of a Majority-in-interest of the
Registrable Securities included in such registration. The Company shall have no
obligation to pay any underwriting discounts or selling commissions
attributable to the Registrable Securities being sold by the holders thereof,
which underwriting discounts or selling commissions shall be borne by such
holders. Additionally, in an underwritten offering, all selling stockholders
and the Company shall bear the expenses of the underwriter pro rata in
proportion to the respective amount of shares each is selling in such offering.


3.4           Information. The
holders of Registrable Securities shall provide such information as may
reasonably be requested by the Company, or the managing Underwriter, if any, in
connection with the preparation of any Registration Statement, including
amendments and supplements thereto, in order to effect the registration of any
Registrable Securities under the Securities Act pursuant to Section 2 and in
connection with the Company’s obligation to comply with federal and applicable
state securities laws.


4.             INDEMNIFICATION
AND CONTRIBUTION.


4.1           Indemnification
by the Company. The Company agrees to indemnify and hold harmless
each Investor and each other holder of Registrable Securities, and each of
their



 11
 









respective officers, employees, affiliates, directors, partners,
members, attorneys and agents, and each person, if any, who controls an
Investor and each other holder of Registrable Securities (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor
Indemnified Party”), from and against any expenses, losses, judgments, claims,
damages or liabilities, whether joint or several, arising out of or based upon any
untrue statement (or allegedly untrue statement) of a material fact contained
in any Registration Statement under which the sale of such Registrable Securities
was registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained in the Registration Statement, or
any amendment or supplement to such Registration Statement, or arising out of or
based upon any omission (or alleged omission) to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or any violation by the Company of the Securities Act or any rule or regulation
promulgated thereunder applicable to the Company and relating to action or
inaction required of the Company in connection with any such registration; and
the Company shall promptly reimburse the Investor Indemnified Party for any
legal and any other expenses reasonably incurred by such Investor Indemnified
Party in connection with investigating and defending any such expense, loss,
judgment, claim, damage, liability or action; provided, however, that
the Company will not be liable in any such case to the extent that any such expense,
loss, claim, damage or liability arises out of or is based upon any untrue
statement or allegedly untrue statement or omission or alleged omission made in
such Registration Statement, preliminary prospectus, final prospectus, or
summary prospectus, or any such amendment or supplement, in reliance upon and in
conformity with information furnished to the Company, in writing, by such selling
holder expressly for use therein. The Company also shall indemnify any Underwriter
of the Registrable Securities, their officers, employees, affiliates, directors,
partners, members and agents and each person who controls such Underwriter on
substantially the same basis as that of the indemnification provided above in
this Section 4.1.


4.2           Indemnification
by Holders of Registrable Securities. Each selling holder of
Registrable Securities will, in the event that any registration is being
effected under the Securities Act pursuant to this Agreement of any Registrable
Securities held by such selling holder, indemnify and hold harmless the Company,
each of its directors and officers and each Underwriter (if any), and each
other selling holder and each other person, if any, who controls another selling
holder or such Underwriter or the Company within the meaning of the Securities
Act or the Exchange Act, against any losses, claims, judgments, damages or
liabilities, whether joint or several, insofar as such losses, claims,
judgments, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or allegedly untrue statement of a
material fact contained in any Registration Statement under which the sale of
such Registrable Securities was registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained in the
Registration Statement, or any amendment or supplement to the Registration
Statement, or arise out of or are based upon any omission or the alleged
omission to state a material fact required to be stated therein or necessary to
make the statement therein not misleading, if the statement or omission was
made in reliance upon and in conformity with information furnished in writing
to the Company by such selling holder expressly for use therein, and shall
reimburse the Company, its directors and officers, and each other selling
holder or controlling person for any legal or other expenses reasonably incurred
by any of them in connection with investigation or defending any such loss,
claim, damage, liability or action. Each selling holder’s indemnification obligations
hereunder shall be several and not



 12
 









joint and shall be limited to the amount of any net proceeds actually
received by such selling holder from the sale of Registrable Securities which
gave rise to such indemnification obligation.


4.3           Conduct
of Indemnification Proceedings. Promptly after receipt by any person
of any notice of any loss, claim, damage or liability or any action in respect
of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person
(the “Indemnified Party”) shall, if a claim in respect thereof is to be
made against any other person for indemnification hereunder, notify such other
person (the “Indemnifying Party”) in writing of the loss, claim,
judgment, damage, liability or action; provided, however, that the failure by
the Indemnified Party to notify the Indemnifying Party shall not relieve the
Indemnifying Party from any liability which the Indemnifying Party may have to
such Indemnified Party hereunder, except and solely to the extent the
Indemnifying Party is actually prejudiced by such failure. If the Indemnified
Party is seeking indemnification with respect to any claim or action brought
against the Indemnified Party, then the Indemnifying Party shall be entitled to
participate in such claim or action, and, to the extent that it wishes, jointly
with all other Indemnifying Parties, to assume control of the defense thereof
with counsel satisfactory to the Indemnified Party. After notice from the
Indemnifying Party to the Indemnified Party of its election to assume control
of the defense of such claim or action, the Indemnifying Party shall not be
liable to the Indemnified Party for any legal or other expenses subsequently
incurred by the Indemnified Party in connection with the defense thereof other
than reasonable costs of investigation; provided, however, that in any action
in which both the Indemnified Party and the Indemnifying Party are named as
defendants, the Indemnified Party shall have the right to employ separate
counsel (but no more than one such separate counsel) to represent the Indemnified
Party and its controlling persons who may be subject to liability arising out
of any claim in respect of which indemnity may be sought by the Indemnified
Party against the Indemnifying Party, with the fees and expenses of such
counsel to be paid by such Indemnifying Party if, based upon the written
opinion of counsel of such Indemnified Party, representation of both parties by
the same counsel would be inappropriate due to actual or potential differing
interests between them. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, consent to entry of judgment or effect any
settlement of any claim or pending or threatened proceeding in respect of which
the Indemnified Party is or could have been a party and indemnity could have
been sought hereunder by such Indemnified Party, unless such judgment or
settlement includes an unconditional release of such Indemnified Party from all
liability arising out of such claim or proceeding.


4.4           Contribution.


4.4.1.       If the
indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
unavailable to any Indemnified Party in respect of any loss, claim, damage,
liability or action referred to herein, then each such Indemnifying Party, in
lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such loss, claim,
damage, liability or action in such proportion as is appropriate to reflect the
relative fault of the Indemnified Parties and the Indemnifying Parties in
connection with the actions or omissions which resulted in such loss, claim,
damage, liability or action, as well as any other relevant equitable
considerations. The relative fault of any Indemnified Party and any Indemnifying
Party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
such Indemnified Party or such Indemnifying



 13
 









Party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.


4.4.2.       The parties
hereto agree that it would not be just and equitable if contribution pursuant
to this Section 4.4 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding Section 4.4.1. The
amount paid or payable by an Indemnified Party as a result of any loss, claim,
damage, liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 4.4, no holder of Registrable Securities shall be
required to contribute any amount in excess of the dollar amount of the net
proceeds (after payment of any underwriting fees, discounts, commissions or
taxes) actually received by such holder from the sale of Registrable Securities
which gave rise to such contribution obligation. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


5.             COVENANT.


5.1           Rule
144. The Company covenants that it shall file any reports required to
be filed by it under the Securities Act and the Exchange Act and shall take
such further action as the holders of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holders to
sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144 under the
Securities Act, as such Rules may be amended from time to time, or any similar
Rule or regulation hereafter adopted by the Commission.


6.             MISCELLANEOUS.


6.1           Other
Registration Rights. Except with respect to those securities issued
or issuable upon exercise of that certain Purchase Option to be issued to
Morgan Joseph or its designees in connection with the IPO on             
2007, the Company represents and warrants that no person, other than a holder
of the Registrable Securities, has any right to require the Company to register
any shares of the Company’s share capital stock for sale or to include shares
of the Company’s capital stock in any registration filed by the Company for the
sale of shares of capital stock for its own account or for the account of any
other person.


6.2           Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties
and obligations of the Company hereunder may not be assigned or delegated by
the Company in whole or in part. This Agreement and the rights, duties and
obligations of the holders of Registrable Securities hereunder may be freely
assigned or delegated by such holder of Registrable Securities in conjunction
with and to the extent of any transfer of Registrable Securities by any such
holder. This Agreement and the provisions hereof shall be binding upon and
shall inure to the benefit of each of the parties, to Morgan Joseph and its
successors and the



 14
 









permitted assigns of the Investor or holder of Registrable Securities
or of any assignee of the Investor or holder of Registrable Securities. This
Agreement is not intended to confer any rights or benefits on any persons that
are not party hereto other than as expressly set forth in Article 4 and this
Section 6.2.


6.3           Notices. All
notices, demands, requests, consents, approvals or other communications
(collectively, “Notices”) required or permitted to be given hereunder or
which are given with respect to this Agreement shall be in writing and shall be
personally served, delivered by reputable air courier service with charges
prepaid, or transmitted by hand delivery, telegram, telex or facsimile,
addressed as set forth below, or to such other address as such party shall have
specified most recently by written notice. Notice shall be deemed given on the
date of service or transmission if personally served or transmitted by telegram,
telex or facsimile; provided, that if such service or transmission is not on a
business day or is after normal business hours, then such notice shall be
deemed given on the next business day. Notice otherwise sent as provided herein
shall be deemed given on the next business day following timely delivery of
such notice to a reputable air courier service with an order for next-day
delivery.


	
  

  	
  To the Company:

  
	
   

  	
  Stone Tan China
  Acquisition Corp.

  
	
   

  	
  Suite 1A, 11th Floor, Tower 1

  China Hong Kong City

  33 Canton Road

  Kowloon, Hong Kong

  
	
   

  	
  Attn: Richard
  Tan, President and Chief

  
	
   

  	
  Executive
  Officer

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Loeb & Loeb
  LLP

  
	
   

  	
  345 Park Avenue

  
	
   

  	
  New York, New
  York 10154

  
	
   

  	
  Attn:     Fran Stoller,
  Esq.

  
	
   

  	
   

  
	
   

  	
  To an Investor,
  to:

  
	
   

  	
   

  
	
   

  	
  Their address of
  record on the books of the Company

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Loeb & Loeb
  LLP

  
	
   

  	
  345 Park Avenue

  
	
   

  	
  New York, New
  York 10154

  
	
   

  	
  Attn:      Fran
  Stoller, Esq.

  



 


6.4           Severability. This
Agreement shall be deemed severable, and the invalidity or unenforceability of
any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of



 15
 









this Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible and be valid and enforceable.


6.5           Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which taken together shall constitute one and
the same instrument.


6.6           Entire
Agreement. This Agreement (including all agreements entered into pursuant
hereto and all certificates and instruments delivered pursuant hereto and
thereto) constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous agreements,
representations, understandings, negotiations and discussions between the
parties, whether oral or written.


6.7           Modifications
and Amendments. No amendment, modification or termination of this
Agreement shall be binding upon any party unless executed in writing by such
party.


6.8           Titles
and Headings. Titles and headings of sections of this Agreement are
for convenience only and shall not affect the construction of any provision of
this Agreement.


6.9           Waivers
and Extensions. Any party to this Agreement may waive any right,
breach or default which such party has the right to waive, provided that such
waiver will not be effective against the waiving party unless it is in writing,
is signed by such party, and specifically refers to this Agreement. Waivers may
be made in advance or after the right waived has arisen or the breach or
default waived has occurred. Any waiver may be conditional. No waiver of any
breach of any agreement or provision herein contained shall be deemed a waiver
of any preceding or succeeding breach thereof nor of any other agreement or
provision herein contained. No waiver or extension of time for performance of
any obligations or acts shall be deemed a waiver or extension of the time for
performance of any other obligations or acts.


6.10         Remedies
Cumulative. In the event that the Company fails to observe or perform
any covenant or agreement to be observed or performed under this Agreement, the
Investor or any other holder of Registrable Securities may proceed to protect
and enforce its rights by suit in equity or action at law, whether for specific
performance of any term contained in this Agreement or for an injunction
against the breach of any such term or in aid of the exercise of any power
granted in this Agreement or to enforce any other legal or equitable right, or
to take any one or more of such actions, without being required to post a bond.
None of the rights, powers or remedies conferred under this Agreement shall be
mutually exclusive, and each such right, power or remedy shall be cumulative
and in addition to any other right, power or remedy, whether conferred by this Agreement
or now or hereafter available at law, in equity, by statute or otherwise.


6.11         Governing
Law. This Agreement shall be governed by, interpreted under, and
construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed within the State of New York,
without giving effect to any choice-of-law provisions thereof that would compel
the application of the substantive laws of any other jurisdiction. Each of the
parties hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced
in



 16
 









the courts of the State of New York or the United States District Court
for the Southern District of New York (each, a “New York Court”), and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. Each of the parties hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. SPAC Trust (“non-U.S.
Investor”) has appointed                           
as its authorized agent (the “Authorized Agent”) upon whom process may be
served in any such action arising out of or based on this Agreement or the
transactions contemplated hereby which may be instituted in any New York Court.
Such appointment shall be irrevocable. The Company and the Non-U.S. Investor
represent and warrant that the Authorized Agent has agreed to act as such agent
for services of process and agrees to take any and all action, including the
filing of any and all documents and instruments that may be necessary to
continue such appointment in full force and effect as aforesaid. Service of
process upon the Authorized Agent and written notice of such service to the
Company shall be deemed, in every respect, effective service of process upon the
respective Non-U.S. Investor.


6.12         Waiver
of Trial by Jury. Each party hereby irrevocably and unconditionally
waives the right to a trial by jury in any action, suit, counterclaim or other
proceeding (whether based on contract, tort or otherwise) arising out of,
connected with or relating to this Agreement, the transactions contemplated
hereby, or the actions of the Investor in the negotiation, administration,
performance or enforcement hereof.


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]



 17
 









IN WITNESS
WHEREOF, the parties have caused this Registration Rights Agreement to be
executed and delivered by their duly authorized representatives as of the date
first written above.


	
  

  	
  STONE TAN CHINA ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard Tan

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
					



 


- Signature
page of the Investors immediately follows -



 18
 









 


	
  

  	
  INVESTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [                              ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [                                ]

  



 



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