Exhibit 4.4


WARRANT
AGREEMENT


This Warrant Agreement (this “Agreement”) made as of                   ,
2007, by and between Stone Tan China Acquisition Corp., a Delaware corporation
with offices at Suite 1A, 11th Floor, Tower 1,
China Hong Kong City, 33 Canton Road, Kowloon, Hong Kong (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery
Place, New York, New York 10004 (the “Warrant Agent”).


WHEREAS, the Company is engaged in a public offering (the
“Public Offering”) of units, each unit comprised of one share of Common Stock
(as defined below) and one Public Warrant (as defined herein) (the “Units”)
and, in connection therewith, has determined to issue and deliver (i) up to 43,125,000
warrants (the “Public Warrants”) to the public investors, (ii) 2,000,000
warrants (the “Placement Warrants”) to the initial stockholders of the Company (the
“Initial Purchasers”) in a concurrent private placement pursuant to that
certain Warrant Purchase Agreement dated                 ,
2007 (the “Purchase Agreement”), and (iii) 3,750,000 warrants to Morgan Joseph
& Co. Inc. (“Morgan Joseph”) or its designees (the “Underwriters’ Warrants”
and, together with the Public Warrants and the Placement Warrants, the “Warrants”),
each of such Warrants evidencing the right of the holder thereof to purchase
one share of common stock, par value $.0001 per share, of the Company’s Common
Stock (the “Common Stock”) for $5.50, subject to adjustment as described
herein; and


WHEREAS, the Company has filed with the Securities and
Exchange Commission (the “SEC”) a Registration Statement, No. 333-[          ] on Form S-1 (as may be amended from
time to time) (the “Registration Statement”) for the registration under the
Securities Act of 1933, as amended (the “Act”) of, among other securities, the Public
Warrants and the Common Stock issuable upon exercise of such Public Warrants;
and


WHEREAS, the Company desires the Warrant Agent to act
on behalf of the Company, and the Warrant Agent is willing to so act, in
connection with the issuance, registration, transfer, exchange, redemption and
exercise of the Warrants; and


WHEREAS, the Company desires to provide for the form
and provisions of the Warrants, the terms upon which they shall be issued and
exercised, and the respective rights, limitation of rights, and immunities of
the Company, the Warrant Agent, and the holders of the Warrants; and


WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants, when executed on behalf of
the Company and countersigned by or on behalf of the Warrant Agent, as provided
herein, the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement.


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


1.             Appointment of Warrant Agent.  The Company hereby appoints the Warrant Agent
to act as agent for the Company for the Warrants, and the Warrant Agent hereby
accepts such













appointment and
agrees to perform the same in accordance with the terms and conditions set
forth in this Agreement.


2.             Warrants.


2.1           Form
of Warrants.  Each Public Warrant,
Placement Warrant and Underwriters’ Warrant shall be (i) issued in registered
form only; (ii) in substantially the forms of Exhibit A-1, Exhibit A-2 and
Exhibit A-3, hereto, respectively, the provisions of which are incorporated
herein, and (iii) signed by, or bear the facsimile signature of, the Chairman
of the Board or Chief Executive Officer of the Company and shall bear a
facsimile of the Company’s seal.  In the
event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant is issued, it may be issued with the same effect as
if he or she had not ceased to be such at the date of issuance.


2.2           Effect
of Countersignature.  Unless and until
countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall
be invalid and of no effect and may not be exercised by the holder thereof.


2.3           Registration.


2.3.1        Warrant
Register.  The Warrant Agent shall
maintain books (the “Warrant Register”) for the registration of original
issuance and the registration of transfer of the Warrants.  Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the respective
holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company.


2.3.2        Registered
Holder.  Prior to due presentment for
registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant shall be registered upon
the Warrant Register (the “Registered Holder”), as the absolute owner of such
Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on the Warrant Certificate made by anyone other
than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant
Agent shall be affected by any notice to the contrary.


2.4           Detachability
of Warrants.  The securities
comprising the Units will not be separately transferable until 90 days after
the later of the consummation by Company of a business combination (as
described more fully in the Registration Statement, a “Business Combination”),
or one day after the effective date of the Registration Statement (the “Detachment
Date”), unless Morgan Joseph informs the Company of its decision to allow
earlier separate trading, but in no event will Morgan Joseph allow separate
trading of the securities comprising the Units until the Company files a
Current Report on Form 8-K, which includes an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Public Offering
including the proceeds received by the Company from the exercise of the underwriters’
over-allotment option, if the over-allotment option is exercised prior to the
filing of the Form 8-K.



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2.5           Public
Warrants, Underwriters’ Warrants and Placement Warrants. The Underwriters’
Warrants and Placement Warrants shall have the same terms and be in the same
form as the Public Warrants.


3.             Terms and Exercise of Warrants


3.1           Warrant
Price.  Each Warrant shall, when
countersigned by the Warrant Agent, entitle the registered holder thereof,
subject to the provisions of such Warrant and of this Agreement, to purchase
from the Company the number of shares of Common Stock stated herein, at the
price of $6.00 per whole share, subject to the adjustments provided in Section
4 hereof and in the last sentence of this Section 3.1.  The term “Warrant Price” as used in this Agreement
refers to the price per share at which Common Stock may be purchased at the
time a Warrant is exercised.  The Company
in its sole discretion may lower the Warrant Price at any time prior to the Expiration
Date; provided that any such reduction shall be identical in percentage terms
among all of the Warrants.


3.2           Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise
Period”) commencing on the later to occur of (a) the consummation by the
Company of a merger, capital stock exchange, asset or stock acquisition or other
similar Business Combination, or (b)                     ,
2008 and terminating at 5:00 p.m., New York City time on the earlier to occur
of (i)                    ,
2011(1) or, if applicable, (ii) the date fixed for redemption of the Warrants
as provided in Section 6 of this Agreement (the “Expiration Date”).  Except with respect to the right to receive
the Redemption Price (as set forth in Section 6 hereunder), each Warrant not
exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease
at the close of business on the Expiration Date.  The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided that any
such extension shall be identical in duration among all of the Warrants.


3.3           Exercise
of Warrants.


3.3.1        Payment.  Subject to the provisions of the Warrants and
this Agreement, a Warrant, when countersigned by the Warrant Agent, may be
exercised by the Registered Holder thereof by surrendering it, at the office of
the Warrant Agent, or at the office of its successor as Warrant Agent, in the
Borough of Manhattan, City and State of New York, with the subscription form,
as set forth in the Warrants, duly executed, and by paying in full, in lawful
money of the United States, in cash, good certified check or good bank draft
payable to the order of the Company, the Warrant Price for each full share of
Common Stock as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the
Warrant for the Common Stock, and the issuance of the Common Stock.


3.3.2        Issuance
of Certificates.  As soon as
practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price, the Company shall issue to the Registered Holder
of such Warrant a certificate or certificates for the number of full shares of
Common Stock to which he, she or it is entitled, registered in such name or
names as may be






(1) 4 year anniversary of
the issuance date.



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directed by him, her or it, and if such Warrant shall not have been
exercised in full, a new countersigned Warrant for the number of shares as to
which such Warrant shall not have been exercised.  Notwithstanding the foregoing, the Company
shall not be obligated to deliver any securities pursuant to the exercise of a
Warrant unless (i) a registration statement under the Act with respect to the
Common Stock issuable upon such exercise is effective, or (ii) in the opinion
of counsel to the Company, the exercise of the Warrants is exempt from the
registration requirements of the Act and such securities are qualified for sale
or exempt from qualification under applicable securities laws of the states or
other jurisdictions in which the Registered Holders reside.  Warrants may not be exercised by, or
securities issued to, any Registered Holder in any state in which such exercise
or issuance would be unlawful.  In no
event will the registered holder of a Warrant be entitled to receive a net-cash
settlement or other consideration in lieu of physical settlement in shares of
Common Stock if the Common Stock underlying the Warrants is not covered by an
effective registration statement. Accordingly, the Warrants may expire
unexercised and worthless if a current registration statement covering the
Common Stock is not effective.


 


3.3.3        Valid
Issuance.  All shares of Common Stock
issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and nonassessable.


3.3.4        Date
of Issuance. Each person in whose name any such certificate for shares of Common
Stock is issued shall for all purposes be deemed to have become the holder of
record of such shares on the date on which the Warrant was surrendered and
payment of the Warrant Price was made, irrespective of the date of delivery of
such certificate, except that, if the date of such surrender and payment is a
date when the stock transfer books of the Company are closed, such person shall
be deemed to have become the holder of such shares at the close of business on
the next succeeding date on which the stock transfer books are open.


4.             Adjustments.


4.1           Stock
Dividends Split Ups.  If after the
date hereof, and subject to the provisions of Section 4.6 below, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in
shares of Common Stock, or by a split up of shares of Common Stock, or other
similar event, then, on the effective date of such stock dividend, split up or
similar event, the number of shares of Common Stock issuable on exercise of
each Warrant shall be increased in proportion to such increase in outstanding
shares of Common Stock.


4.2           Aggregation
of Shares.  If after the date hereof,
and subject to the provisions of Section 4.6, the number of outstanding shares
of Common Stock is decreased by a consolidation, combination, reverse stock
split or reclassification of shares of Common Stock or other similar event,
then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease
in outstanding shares of Common Stock.


4.3           Adjustments
in Warrant Price.  Whenever the
number of shares of Common Stock purchasable upon the exercise of the Warrants is
adjusted, as provided in Section 4.1 and 4.2



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above, the Warrant Price shall be adjusted (to the nearest cent) by
multiplying such Warrant Price immediately prior to such adjustment by a
fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and (y) the denominator of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.


4.4           Replacement
of Securities upon Reorganization, etc. 
In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change covered by Section 4.1 or 4.2
hereof or that solely affects the par value of such shares of Common Stock), or
in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the case of
any sale or conveyance to another corporation or entity of the assets or other
property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Warrant holders shall
thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the Warrants and in lieu of the shares of
Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of
shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the Warrant holder would
have received if such Warrant holder had exercised his, her or its Warrant(s) immediately
prior to such event; and if any reclassification also results in a change in
shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment
shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The
provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.


4.5           Notices
of Changes in Warrant.  Upon every
adjustment of the Warrant Price or the number of shares issuable on exercise of
a Warrant, the Company shall give written notice thereof to the Warrant Agent,
which notice shall state the Warrant Price resulting from such adjustment and
the increase or decrease, if any, in the number of shares purchasable at such
price upon the exercise of a Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.  Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give
written notice to the Warrant holder, at the last address set forth for such
holder in the Warrant Register, of the record date or the effective date of the
event.  Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.


4.6           No
Fractional Shares.  Notwithstanding
any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares upon exercise of Warrants.  If, by reason of any adjustment made pursuant
to this Section 4, the holder of any Warrant would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up to the nearest whole number the
number of the shares of Common Stock to be issued to the Warrant holder.


4.7           Extraordinary
Dividend.  If the Company, at any
time while the Warrants are outstanding and unexpired, shall pay a dividend in
cash or securities to the holders of the



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Common Stock (or shares of the Company’s capital stock into which the
Warrants are convertible), then upon the exercise of the Warrants, the
registered holder shall be entitled to a proportionate share of any such
dividend as if the shares of Common Stock purchased upon exercise hereof by
such registered holder had been purchased and outstanding on the record date
fixed for the determination of the holders of the Common Stock entitled to
receive such dividend.


4.8           Forms
of Warrants.  The form of the Public
Warrant, Placement Warrant and Underwriters’ Warrant need not be changed
because of any adjustment pursuant to this Section 4, and Warrants issued after
such adjustment may state the same Warrant Price and the same number of shares
as is stated in the Warrants initially issued pursuant to this Agreement.  However, the Company may at any time in its
sole discretion make any change in the form of any Warrant that the Company may
deem appropriate and that does not affect the substance thereof, and any
Warrant thereafter issued or countersigned, whether in exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed.


5.             Transfer and Exchange of Warrants.


5.1           Transfer
of Warrants.  Prior to the Detachment
Date, the Public Warrants may be transferred or exchanged only together with
the Unit in which such Warrant is included, and only for the purpose of
effecting, or in conjunction with, a transfer or exchange of such Unit.
Furthermore, each transfer of a Public Unit on the register relating to such
Units shall operate also to transfer the Warrants included in such Unit. From
and after the Detachment Date this Section 5.1 will have no further force and
effect.


5.2           Registration
of Transfer.  The Warrant Agent shall
register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, properly
endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer.  Upon any such
transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent.  The Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon request.


5.3           Procedure
for Surrender of Warrants.  Warrants
may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and thereupon the Warrant Agent shall issue in exchange
therefor one or more new Warrants as requested by the Registered Holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that in the event that a Warrant surrendered for transfer bears
a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue
new Warrants in exchange therefor until the Warrant Agent has received an
opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.


5.4           Fractional
Warrants.  The Warrant Agent shall
not be required to effect any registration of transfer or exchange which will
result in the issuance of a warrant certificate for a fraction of a warrant.



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5.5           Service
Charges.  No service charge shall be
made for any exchange or registration of transfer of Warrants.


5.6           Warrant
Execution and Countersignature.  The
Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant
to the provisions of this Section 5, and the Company, whenever required by the
Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
behalf of the Company for such purpose.


5.7           Placement
Warrants.  Notwithstanding anything
herein to the contrary, the Warrant Agent shall not register for transfer any
Placement Warrants until after the consummation of the Company’s initial
business combination, except for (a) transfers of Placement Warrants
resulting from the death of any of the holders thereof, (b) transfers by
operation of law, (c) any transfer for estate planning purposes to persons
immediately related to the transferor by blood, marriage or adoption, or (d)
transfers to any trust solely for the benefit of such transferor and/or the
persons described in the preceding clause, on condition that prior to such
registration for transfer, the Warrant Agent shall be presented with written
documentation pursuant to which each permitted transferee or the trustee or
legal guardian for each permitted transferee agrees to be bound by the terms of
the Purchase Agreement.


6.             Redemption.


6.1           Redemption.  Subject to Sections 6.4 and 6.5 hereof, the
Company may, at its option, redeem not less than all of the outstanding
Warrants may be redeemed, at the option of the Company, at any time after they
become exercisable and prior to their expiration, at the office of the Warrant
Agent, upon the notice referred to in Section 6.2, at the price of $.01 per
Warrant (the “Redemption Price”), provided that the last sales price of the
Common Stock has been at least $11.50 per share, on each of twenty (20) trading
days within any thirty (30) trading day period ending on the third business day
prior to the date on which notice of redemption is given; and provided,
further, that there is an effective registration statement with respect to the
Common Stock to enable the exercise of the Warrants during the period specified
in Section 6.3 hereof.  The provisions of
this Section 6.1 may not be modified, amended or deleted without the prior
written consent of Morgan Joseph.


6.2           Date
Fixed for, and Notice of, Redemption. 
In the event the Company shall elect to redeem all of the Warrants, the
Company shall fix a date and time for the redemption (the “Redemption Date”).  Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than 30 days prior to the Redemption
Date to the Registered Holders of the Warrants to be redeemed at their last
addresses as they shall appear on the Warrant Register.  Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not
the Registered Holder received such notice.


6.3           Exercise
After Notice of Redemption.  The
Warrants may be exercised in accordance with Section 3 of this Agreement at any
time after notice of redemption shall have been given by the Company pursuant
to Section 6.2 hereof and prior to the Redemption Date.  On and after the Redemption Date, the record
holder of the Warrants shall have no further rights except to receive, upon
surrender of the Warrants, the Redemption Price.



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6.4           Outstanding
Warrants Only.  The Company
understands that the redemption rights provided for by this Section 6 apply
only to outstanding Warrants.  To the
extent a person holds rights to purchase Warrants, such purchase rights shall
not be extinguished by redemption.  However,
once such purchase rights are exercised, the Company may redeem the Warrants
issued upon such exercise provided that the criteria for redemption are met,
including the opportunity of the Warrant holder to exercise prior to redemption
pursuant to Section 6.3.  The provisions
of this Section 6.4 may not be modified, amended or deleted without the prior
written consent of Morgan Joseph.


6.5           Exclusion
of Placement Warrants. The Company understands that the redemption rights
provided for by this Section 6 do not apply to the Placement Warrants if at the
time of redemption such warrants continue to be held by the Initial
Purchasers.  However, once such Placement
Warrants are transferred, the Company may redeem the Placement Warrants
provided that the criteria for redemption are met, including the opportunity of
the Warrant holder to exercise prior to redemption pursuant to Section 6.3.


7.             Other Provisions Relating to Rights of Holders of
Warrants.


7.1           No
Rights as Stockholder.  A Warrant
does not entitle the Registered Holder thereof to any of the rights of a
stockholder of the Company, including, without limitation, the right to receive
dividends, or other distributions, exercise any preemptive rights to vote or to
consent or to receive notice as stockholders in respect of the meetings of
stockholders or the election of directors of the Company or any other matter.


7.2           Lost,
Stolen, Mutilated, or Destroyed Warrants. 
If any Warrant is lost, stolen, mutilated, or destroyed, the Company and
the Warrant Agent may on such terms as to indemnity or otherwise as they may in
their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination,
tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed.  Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable
by anyone.


7.3           Reservation
of Common Stock.  The Company shall
at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full
of all outstanding Warrants issued pursuant to this Agreement.


7.4           Registration
of Common Stock.  The Company agrees
that prior to the commencement of the Exercise Period, it shall file with the SEC
a post-effective amendment to the Registration Statement, or a new registration
statement, for the registration, under the Act, of the Common Stock issuable
upon exercise of the Warrants, and it shall take such action as is necessary to
qualify for sale, in those states in which the Warrants were initially offered
by the Company, of the Common Stock issuable upon exercise of the Warrants. In
either case, the Company will use its best efforts to cause the same to become
effective on or prior to the commencement of the Exercise Period and to
maintain the effectiveness of such registration statement until the expiration
of the Warrants in accordance with the provisions of this



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Agreement.  The provisions of
this Section 7.4 may not be modified, amended or deleted without the prior
written consent of Morgan Joseph.


8.             Concerning the Warrant Agent and Other Matters.


8.1           Payment
of Taxes.  The Company will from time
to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common
Stock upon the exercise of Warrants, but the Company shall not be obligated to
pay any transfer taxes in respect of the Warrants or such shares.


8.2           Resignation,
Consolidation, or Merger of Warrant Agent.


8.2.1        Appointment
of Successor Warrant Agent.  The
Warrant Agent, or any successor to it hereafter appointed, may resign its
duties and be discharged from all further duties and liabilities hereunder
after giving sixty (60) days’ notice in writing to the Company.  If the office of the Warrant Agent becomes
vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant
Agent.  If the Company shall fail to make
such appointment within a period of 30 days after it has been notified in
writing of such resignation or incapacity by the Warrant Agent or by the holder
of the Warrant (who shall, with such notice, submit his Warrant for inspection
by the Company), then the holder of any Warrant may apply to the Supreme Court
of the State of New York for the County of New York for the appointment of a
successor Warrant Agent at the Company’s cost. 
Any successor Warrant Agent, whether appointed by the Company  or by such court, shall be a corporation
organized and existing under the laws of the State of New York, in good
standing and having its principal office in the Borough of Manhattan, City and
State of New York, and authorized under such laws to exercise corporate trust
powers and subject to supervision or examination by federal or state
authority.  After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and
upon request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.


8.2.2        Notice
of Successor Warrant Agent.  In the
event a successor Warrant Agent shall be appointed, the Company shall give
notice thereof to the predecessor Warrant Agent and the transfer agent for the
Common Stock not later than the effective date of any such appointment.


8.2.3        Merger
or Consolidation of Warrant Agent. 
Any corporation into which the Warrant Agent may be merged or with which
it may be consolidated or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.



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8.3           Fees
and Expenses of Warrant Agent.


8.3.1        Remuneration.  The Company agrees to pay the Warrant Agent
reasonable remuneration for its services as such Warrant Agent hereunder, and
will reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.


8.3.2        Further
Assurances.  The Company agrees to
perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and
assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.


8.4           Liability
of Warrant Agent.


8.4.1        Reliance
on Company Statement.  Whenever in
the performance of its duties under this Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
statement signed by the Chief Executive Officer, Chairman of the Board or Chief
Financial Officer of the Company and delivered to the Warrant Agent.  The Warrant Agent may rely upon such
statement for any action taken or suffered in good faith by it pursuant to the
provisions of this Agreement.


8.4.2        Indemnity.  The Warrant Agent shall be liable hereunder
only for its own negligence, willful misconduct or bad faith.  The Company agrees to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted by
the Warrant Agent in the execution of this Agreement except as a result of the
Warrant Agent’s negligence, willful misconduct, or bad faith.


8.4.3        Exclusions.  The Warrant Agent shall have no
responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall
it be responsible to make any adjustments required under the provisions of
Section 4 hereof or responsible for the manner, method, or amount of any such
adjustment or the ascertaining of the existence of facts that would require any
such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares
of Common Stock to be issued pursuant to this Agreement or any Warrant or as to
whether any shares of Common Stock will when issued be valid and fully paid and
nonassessable.


8.5           Acceptance
of Agency.  The Warrant Agent hereby
accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth and among other things, shall
account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all moneys received



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by the Warrant Agent for the purchase of shares of the Company’s Common
Stock through the exercise of Warrants.


8.6           Waiver.  The Warrant Agent hereby waives any and all
right, title, interest or claim of any kind (“Claim”) in or to any distribution
of the Trust Account (as defined in that certain Investment Management Trust
Agreement, dated as of the date hereof, by and between the Company and the
Warrant Agent as trustee thereunder), and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account
for any reason whatsoever.


9.             Miscellaneous Provisions.


9.1           Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.


9.2           Notices.  Any notice or other communication required or
which may be given hereunder shall be in writing and either be delivered
personally or by private national courier service, or be mailed, certified or
registered mail, return receipt requested, postage prepaid, and shall be deemed
given when so delivered personally or, if sent by private national courier
service, on the next business day after delivery to the courier, or, if mailed,
two business days after the date of mailing, as follows:


Stone Tan China Acquisition Corp.

Suite 1A, 11th Floor, Tower 1

China Hong Kong City

33 Canton Road

Kowloon, Hong Kong

Attn:       Richard Tan


Any notice, statement or
demand authorized by this Agreement to be given or made by the holder of any
Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by
certified mail or private courier service five days after deposit of such
notice, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:


Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn:       Compliance Department


with a copy in each case
to:


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn:       Fran Stoller, Esq.



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and


Morgan Joseph & Co. Inc.

600 Fifth Avenue, 19th Floor 

New York, New York 10020-2302

Attn:       Tina Pappas


9.3           Applicable
law.  The validity, interpretation,
and performance of this Agreement and of the Warrants shall be governed in all
respects by the laws of the State of New York, without giving effect to
conflict of laws.  The Company 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.  The
Company hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum.  Any such process or summons to be served upon
the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at
the address set forth in Section 9.2 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action,
proceeding or claim.


9.4           Persons
Having Rights under this Agreement. 
Nothing in this Agreement expressed and nothing that may be implied from
any of the provisions hereof is intended, or shall be construed, to confer
upon, or give to, any person or corporation other than the parties hereto and the
Registered Holders of the Warrants and, for the purposes of Sections 6.1, 6.4,
7.4, 9.2 and 9.8 hereof, Morgan Joseph, any right, remedy, or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise,
or agreement hereof.  Morgan Joseph shall
be deemed to be a third-party beneficiary of this Agreement with respect to
Sections 6.1, 6.4, 7.4, 9.2 and 9.8 hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Agreement shall be for
the sole and exclusive benefit of the parties hereto (and Morgan Joseph with respect
to the Sections 6.1, 6.4, 7.4, 9.2 and 9.8 hereof) and their successors and
assigns and of the Registered Holders of the Warrants.


9.5           Examination
of this Agreement.  A copy of this Agreement
shall be available at all reasonable times at the office of the Warrant Agent
in the Borough of Manhattan, City and State of New York, for inspection by the Registered
Holder of any Warrant. The Warrant Agent may require any such holder to submit his
Warrant for inspection by it.


9.6           Counterparts.  This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one and
the same instrument.


9.7           Effect
of Headings.  The Section headings
herein are for convenience only and are not part of this Agreement and shall
not affect the interpretation thereof.


9.8           Amendments.  This Agreement may be amended by the parties
hereto without the consent of any Registered Holder for the purpose of curing
any ambiguity, or of curing, correcting or supplementing any defective
provision contained herein or adding or changing any



 12
 









other provisions with respect to matters or questions arising under
this Agreement as the parties may deem necessary or desirable and that the
parties deem shall not adversely affect the interest of the Registered Holders.
 All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise
Period, shall require the written consent of each of the Company, Morgan Joseph
and the Registered Holders of a majority of the then outstanding Warrants.  Notwithstanding the foregoing, the Company
may lower the Warrant Price or extend the duration of the Exercise Period in
accordance with Sections 3.1 and 3.2, respectively, without such consent.


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



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IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto as of the day and year first above written.


	
  Attest:

  	
  STONE TAN CHINA ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Richard Tan

  
	
   

  	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
					



 


 


	
  Attest:

  	
  CONTINENTAL STOCK TRANSFER & TRUST

  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 



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