Exhibit 10.10


SECURITIES PURCHASE AGREEMENT


SECURITIES PURCHASE AGREEMENT
(this “Agreement”) made as of this        day
of October, 2007 by and among Stone Tan China Acquisition Corp. (the “Company”),
Morgan Joseph & Co. Inc. (“Morgan Joseph”) and the undersigned
(collectively, the “Purchasers”).


WHEREAS, the Company is undertaking an initial public
offering of its securities (the “IPO”) through Morgan Joseph, as managing
underwriter; and


WHEREAS, the parties hereto desire to set forth the
terms upon which the Purchasers will purchase the Company’s securities
following completion of the IPO.


NOW, THEREFORE, for and in consideration of the
premises and the mutual covenants hereinafter set forth, the parties hereto do
hereby agree as follows:


1.             Open Market Purchases. The Purchasers hereby agree to place limit
orders to purchase up to an aggregate of $10,000,000 of the Company’s common
stock in the open market commencing ten (10) business days after the Company
files a Current Report on Form 8-K announcing the execution of a definitive
agreement for a Business Combination and ending on the business day immediately
preceding the date of the meeting of stockholders at which a Business
Combination is to be approved. The undersigned acknowledges such purchases will
be made in accordance with Rules 10b-18 and 10b5-1 under the Securities
Exchange Act of 1934, as amended, at a price of not more than the per share
amount held in the trust account established in connection with the IPO (less
taxes payable) as reported in such 8-K and will be made by a broker-dealer
mutually agreed upon by the undersigned and Morgan Joseph in such amounts and
at such times as such broker-dealer may determine, in its sole discretion, so
long as the purchase price does not exceed the above-referenced per share
purchase price.  As used in this
Agreement, 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 People’s Republic of China selected by the Company.


2.             Private Placement Purchases.
To the extent that the aggregate amount of purchases pursuant to Section 1 of
this Agreement is less than $10,000,000, the undersigned agrees to purchase
from the Company, and the Company agrees to sell to the undersigned, a number
of units identical to the units offered in the IPO at a price of $8.00 per unit
in a private placement to be completed immediately prior to the consummation of
the Business Combination until it has purchased, together with the
above-referenced open market purchases of common stock, an aggregate of
$10,000,000 of the Company’s securities. 
The warrants included in any such units will be exercisable on a cashless
basis so long as they are held by the Purchasers or their respective
affiliates.


3.             Representations and Warranties
of the Purchasers. Each Purchaser hereby represents and warrants to the
Company and Morgan Joseph that:



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3.1           The
execution and delivery by the Purchasers of this Agreement and the fulfillment
of and compliance with the respective terms hereof by the Purchasers do not
conflict with or result in a breach of the terms, conditions or provisions of
any other agreement, instrument, order, judgment or decree to which the
Purchasers are subject.


3.2           The Purchaser is an “accredited
investor” as that term is defined in Rule 501 of Regulation D promulgated under
the Securities Act.


3.3           Any securities to be
acquired pursuant to Section 2 of this Agreement will be acquired for the
Purchaser’s own account, only for investment purposes and not with a view to,
or for resale in connection with, any distribution or public offering thereof
within the meaning of the Securities Act.


3.4           The Purchaser has
the full right, power and authority to enter into this Agreement and this
Agreement is a valid and legally binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms.


4.             Registration Rights. The
Purchasers shall have registration rights covering any securities purchased
pursuant to Section 2 of this Agreement as provided in the Registration Rights
Agreement, dated as of                ,
2007, by and among the Company and the investors listed on the signature page
thereto.


5.             Joint and Several Obligations.  The Purchasers obligations under Sections 1
and 2 of this Agreement shall be joint and several.


6.             Waiver of Claims Against Trust
Account. The Purchaser hereby waives any and all right, title, interest or
claim of any kind in or to any distributions from the Trust Account with
respect to any shares of common stock acquired by the Purchaser in connection
with the exercise of the Placement Warrants purchased hereby pursuant to this
Agreement (“Claim”) and hereby waives any Claim the undersigned may have in the
future as a result of, or arising out of, any contracts or agreements with the
Company and will not seek recourse against the Trust Account for any reason
whatsoever.


7.             Counterparts; Facsimile.
This Agreement may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument. This Agreement or any
counterpart may be executed via facsimile transmission, and any such executed
facsimile copy shall be treated as an original.


8.             Governing Law. This
Agreement shall for all purposes be deemed to be made under and shall be
construed in accordance with the laws of the State of New York. 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 the courts of the State of New York or the United States District Court for
the Southern District of New York, 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.



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IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the        day of October,
2007.


	
  

  	
  STONE TAN CHINA ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Richard Tan, President and

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPAC TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Richard Tan, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Roger W. Stone

  



 



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