Chardan China Acquisition Corp Sample Contracts

Chardan China Acquisition Corp – Agreement to File Schedules, Supplements and Exhibits (July 7th, 2005)

Exhibit 10.19 Agreement to File Schedules, Supplements and Exhibits Origin Agritech Limited, a company formed under the laws of the British Virgin Islands ("Agritech"), hereby agrees to provide to the United States Securities and Exchange Commission ("SEC"), such schedules, supplements and exhibits to the Stock Purchase Agreement dated December 20, 2004, among Chardan China Acquisition Corp., a Delaware corporation ("Chardan"), State Harvest Holdings Limited, a company formed under the laws of the British Virgin Islands ("State Harvest") and certain shareholders of Chardan and State Harvest. Further, Agritech agrees to file as an exhibit to the Registration Statement on Form S-4, No. 333- 124709 or another filing with the SEC, if requested to be filed by the Staff of the SEC or if such agreement becomes material and subject to the filing requirements of Regulation S-K such above referenced sche

Chardan China Acquisition Corp – TECHINICAL SERVICE AGREEMENT (July 7th, 2005)

EXHIBIT 10.14 TECHINICAL SERVICE AGREEMENT BY AND BETWEEN BEIJING ORIGIN SEED LIMITED AND BEIJING ORIGIN STATE HARVEST BIOTECHNOLOGY LIMITED DECEMBER 25, 2004 This Agreement is entered into December 25, 2004 in Beijing between the following parties: (1) Beijing Origin Seed Limited (hereafter called "Beijing Origin Seed") is a limited incorporation duly registered in Beijing, China, whose legal address is at Room 201-207, 2nd floor Area E, Zhongguancun Development Building, No. 20 Central Shangdi Information Street, Haidian District, Beijing, and (2) Beijing Origin State Harvest Biotechnology Limited (hereafter " State Harvest Biotechnology"), a wholly foreign owned e

Chardan China Acquisition Corp – TECHINICAL SERVICE AGREEMENT (July 7th, 2005)

EXHIBIT 10.15 TECHINICAL SERVICE AGREEMENT BY AND BETWEEN HENAN ORIGIN COTTON TECHNOLOGY DEVELOPMENT LIMITED AND BEIJING ORIGIN STATE HARVEST BIOTECHNOLOGY LIMITED DECEMBER 25, 2004 This Agreement is entered into December 25,2004 in Beijing between the following parties: (1) Henan Origin Cotton Technology Development Limited (Hereafter Henan Origin Cotton") is a limited liability corporation registered in Henan, China, which is located at No.20 Road Yinping, Hi-Tech Development Zone, Zhengzhou; and (2) Beijing Origin State Harvest Biotechnology Limited (hereafter " State Harvest Biotechnology"), a wholly foreign owned enterprise("WFOE") duly regist

Chardan China Acquisition Corp – TECHINICAL SERVICE AGREEMENT (July 7th, 2005)

EXHIBIT 10.16 TECHINICAL SERVICE AGREEMENT BY AND BETWEEN CHANGCHUN ORIGIN SEED TECHNOLOGY DEVELOPMENT LIMITED AND BEIJING ORIGIN STATE HARVEST BIOTECHNOLOGY LIMITED DECEMBER 25, 2004 This Agreement is entered into December 25, 2004 in Beijing between the following parties: (1) Changchun Origin Seed Technology Development limited (hereafter called "Changchun Origin Seed") is a limited incorporation duly registered in Beijing, China, whose legal address is Room 735, No.1198 Road Guigu, Hi-tech Development Zone, Changchun. (2) Beijing Origin State Harvest Biotechnology Limited (hereafter " State Harvest Biotechnology"), a wholly foreign owned enterprise("WFOE") duly registered in Beij

Chardan China Acquisition Corp – EMPLOYMENT AGREEMENT (July 7th, 2005)

EXHIBIT 10.20 EMPLOYMENT AGREEMENT AGREEMENT, dated as of 15th of December 2004 between Dr. Han Gengchen, residing at ____________________________ ("Executive"), and Origin BVI a British Virgin Islands corporation having its principal office at __________________________ ("Company") WHEREAS, the Company believes that Executive provides unique management services for the Company and wishes to retain the continued services of Executive as its Chief Executive Officer; and WHEREAS, the Company and Executive have reached an understanding with respect to the extension of Executive's employment with the Company for a three year period commencing as of January 1st 2005 and WHEREAS, the Company and Executive desire to evidence their agreement in writing and to provide for the employment of Executive by the Company on the terms set forth herein. IT IS AGREED: 1.

Chardan China Acquisition Corp – CONSULTING AGREEMENT (July 7th, 2005)

Exhibit 10.23 CONSULTING AGREEMENT This agreement is entered into this 29th day of March 2004 by and between Chardan China Acquisition Corp. ("Chardan"), a Delaware, United States corporation, and Wuxi Glass Limited ("Wuxi Glass"), a BVI corporation. [NOTE: Name subsequently changed to Best of the Best.] RECITALS Chardan is a publicly traded company that has as its stated purpose identifying and engaging in a business combination with a Chinese business. In order to do so, Chardan will require assistance in evaluating several Chinese businesses as candidates for the business combination (the "Merger Candidates") in order to select the most desirable one from among them. Wuxi Glass is a Chinese consulting company that offers a variety of services that will enable it to perform the evaluations of the Merger Candidates for Chardan, among other things. Charda

Chardan China Acquisition Corp – EMPLOYMENT AGREEMENT (July 7th, 2005)

EXHIBIT 10.22 EMPLOYMENT AGREEMENT AGREEMENT, dated as of 15th of December 2004 between Yuan Liang residing at ____________________________ ("Executive"), and Origin BVI a British Virgin Islands corporation having its principal office at __________________________ ("Company") WHEREAS, the Company believes that Executive provides unique management services for the Company and wishes to retain the continued services of Executive as its Chief Executive Officer; and WHEREAS, the Company and Executive have reached an understanding with respect to the extension of Executive's employment with the Company for a three year period commencing as of January 1st 2005 and WHEREAS, the Company and Executive desire to evidence their agreement in writing and to provide for the employment of Executive by the Company on the terms set forth herein. IT IS AGREED: 1. Emp

Chardan China Acquisition Corp – 4. Form of Employment Agreement (July 7th, 2005)

EXHIBIT 10.18 Origin Schedules ---------------- 1. Origin Subsidiaries and Ownership Percentages - capitalization, plan of reorganization of Origin Operating Companies 2. Form of Stock Consignment Agreement 3. Form of Technical Service Agreement 4. Form of Employment Agreement 5. List of Shareholders of State Harvest 6. Payment allocation of Stock Purchase Agreement consideration 7. Organizational Jurisdictions of Origin Subsidiaries 8. State Harvest Capital Structure 9. Jurisdiction of State Harvest 10. Consents and Approvals Required 11. Taxes, Tax Returns and Audits 12. Conflicts 13. Consents and Approvals 14. Description of Litigation 15. Settled Litigation 16. Regulatory Approvals 17. New Product List 18. Asset Lists - Baoding 19. Asset Lists - Changchun 20. Asset Lists - Chen

Chardan China Acquisition Corp – VOTING AGREEMENT (July 7th, 2005)

Exhibit 10.24 VOTING AGREEMENT ---------------- This Voting Agreement (the "Agreement") is made effective as of ___, 2005, by and among Origin Agritech Company Limited, a British Virgin Islands company, and its successors (the "Company") and certain stockholders of the Company whose names are set forth on the signature pages to this Agreement (each an "Stockholder" and collectively, the "Stockholders"). RECITALS -------- WHEREAS, pursuant to a Stock Purchase Agreement (the "Purchase Agreement"), by and among the Company State Harvest Holdings Limited and various individuals, the Company has acquired State Harvest Holdings Limited; WHEREAS, the Purchase Agreement provides that the Company and the Stockholders execute voting agreements which provide for substantial

Chardan China Acquisition Corp – EMPLOYMENT AGREEMENT (July 7th, 2005)

EXHIBIT 10.21 EMPLOYMENT AGREEMENT AGREEMENT, dated as of 15th of December 2004 between Yang Yasheng residing at ____________________________ ("Executive"), and Origin BVI a British Virgin Islands corporation having its principal office at __________________________ ("Company") WHEREAS, the Company believes that Executive provides unique management services for the Company and wishes to retain the continued services of Executive as its Chief Executive Officer; and WHEREAS, the Company and Executive have reached an understanding with respect to the extension of Executive's employment with the Company for a three year period commencing as of January 1st 2005 and WHEREAS, the Company and Executive desire to evidence their agreement in writing and to provide for the employment of Executive by the Company on the terms set forth herein. IT IS AGREED: 1. E

Chardan China Acquisition Corp – AUDIT COMMITTEE CHARTER (March 10th, 2005)

EXHIBIT 99.1 Adopted by the Board of Directors and Audit Committee on March 4, 2005 AUDIT COMMITTEE CHARTER OF CHARDAN CHINA ACQUISITION CORP. Purpose The Audit Committee is appointed by the Board of Directors ("Board") of Chardan China Acquisitiion Corp. ("Company") to assist the Board in monitoring (1) the integrity of the annual, quarterly and other financial statements of the Company, (2) the independent auditor's qualifications and independence, (3) the performance of the Company's independent auditors and (4) the compliance by the Company with legal and regulatory requirements. The Audit Committee also shall review and approve all related-party transactions. The Audit Committee shall prepare the report required by the rules

Chardan China Acquisition Corp – STOCK PURCHASE AGREEMENT (January 21st, 2005)

Exhibit 10.1 STOCK PURCHASE AGREEMENT AMONG CHARDAN CHINA ACQUISITION CORP., DR. RICHARD D. PROPPER, KERRY PROPPER, JIANGNAN HUANG, LI ZHANG, DAN BEHARRY, STEVEN URBACH, STATE HARVEST HOLDINGS LIMITED, DR. HAN GENGCHEN, MR. YANG YASHENG, MR. YUAN LIANG, MS. ZHAO YUPING, MR. ZHANG WEIDONG, MR. CHEN WEICHENG, MS. BO LUXIA, MR. HUANG XILIN, and Mr. HUO QINGTAO ----------------------- Dated: December _____ 2004 ----------------------- TABLE OF CONTENTS Page

Chardan China Acquisition Corp – UNDERWRITING AGREEMENT (March 12th, 2004)

UNDERWRITING AGREEMENT BETWEEN CHARDAN CHINA ACQUISITION CORP. AND EARLYBIRDCAPITAL, INC. DATED: _____________________, 2004 CHARDAN CHINA ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York _________, 2004 EarlyBirdCapital, Inc. 600 Third Avenue, 33rd Floor New York, New York 10016 Dear Sirs: The undersigned, Chardan China Acquisition Corp., a Delaware corporation ("Company"), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as "you," "EBC" or the "Representative") and with the other underwriters named on Schedule I hereto for which

Chardan China Acquisition Corp – STOCK ESCROW AGREEMENT (March 12th, 2004)

STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ___________ ___, 2004 ("Agreement"), by and among CHARDAN CHINA ACQUISITION CORP., a Delaware corporation ("Company"), DR. RICHARD D. PROPPER, KERRY PROPPER, JIANGNAN HUANG, LI ZHANG, DAN BEHARRY, STEVEN URBACH, ANTHONY D. ERRICO JR. and MICHAEL URBACH (collectively "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent"). WHEREAS, the Company intends to enter into an Underwriting Agreement, dated _______ __, 2004 ("Underwriting Agreement"), with EarlyBirdCapital, Inc. ("EBC") acting as representative of the several underwriters (collectively, the "Underwriters"), pursuant to which, among other matters, the Underwriters will agree to purchase 3,500,000 units ("Units") of the Company. Each Unit will consist of one share of the Company's Common Stock, par value $.0001 per share, and two Warrants, each Warr

Chardan China Acquisition Corp – INVESTMENT MANAGEMENT TRUST AGREEMENT (March 12th, 2004)

INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ________ ____, 2004 by and between Chardan China Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's Registration Statement on Form S-1, No. 333-111970 ("Registration Statement"), for its initial public offering of securities ("IPO") has been declared effective as of the date hereof by the Securities and Exchange Commission ("Effective Date"); and WHEREAS, EarlyBirdCapital, Inc. ("EBC") is acting as the representative of the underwriters in the IPO; and WHEREAS, as described in the Company's Registration Statement, and in accordance with the Company's Certificate of Incorporation, $17,850,000 of the gross proceeds of the IPO ($20,527,500 if the underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held

Chardan China Acquisition Corp – WARRANT (March 12th, 2004)

NUMBER (SEE REVERSE LEGEND) WARRANTS __________- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, __________, 2008 CHARDAN CHINA ACQUISITION CORP. CUSIP ____________________ WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring ________, 2008 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of Chardan China Acquisition Corp., a Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing

Chardan China Acquisition Corp – WARRANT AGREEMENT (March 12th, 2004)

WARRANT AGREEMENT Agreement made as of _________ __, 2004 between Chardan China Acquisition Corp., a Delaware corporation, with offices at 777 South Highway 101, Suite 215, Solana Beach, California 92075 ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 ("Warrant Agent"). WHEREAS, the Company is engaged in a public offering ("Public Offering") of Units ("Units") and, in connection therewith, has determined to issue and deliver up to (i) 8,050,000 Warrants ("Public Warrants") to the public investors, and (ii) 700,000 Warrants to EarlyBirdCapital, Inc. ("EBC") or its designees ("Representative's Warrants" and, together with the Public Warrants, the "Warrants"), each of such Public 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 ("Common Stock"

Chardan China Acquisition Corp – SELECTED DEALERS AGREEMENT (February 23rd, 2004)

EARLYBIRDCAPITAL, INC. 600 THIRD AVENUE 33RD FLOOR NEW YORK, NEW YORK 10016 ------------------------------------------------ SELECTED DEALERS AGREEMENT ------------------------------------------------ Dear Sirs: 1. Registration under the Securities Act of 1933, as amended ("Act"), of the 3,500,000 Units* of Chardan China Acquisition Corp. ("Company"), as more fully described in the Preliminary Prospectus, dated ___________, 2004, and in the final prospectus ("Prospectus") which will be forwarded to you, will become effective in the near future. We, as the Underwriters, are offering certain of the Units for purchase by a selected group of dealers ("Selected Dealers") on the terms and conditions stated herein. Authorized Public Offering Price: $6.00 per Unit. Dealers' Selling

Chardan China Acquisition Corp – WARRANT AGREEMENT (February 23rd, 2004)

WARRANT AGREEMENT Agreement made as of _________ __, 2004 between Chardan China Acquisition Corp., a Delaware corporation, with offices at 777 South Highway 101, Suite 215, Solana Beach, California 92075 ("Company"), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 ("Warrant Agent"). WHEREAS, the Company is engaged in a public offering ("Public Offering") of Units ("Units") and, in connection therewith, has determined to issue and deliver up to (i) 8,050,000 Warrants ("Public Warrants") to the public investors, and (ii) 700,000 Warrants to EarlyBirdCapital, Inc. ("EBC") or its designees ("Representative's Warrants" and, together with the Public Warrants, the "Warrants"), each of such Public 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 ("Common Stock") for

Chardan China Acquisition Corp – STOCK ESCROW AGREEMENT (February 23rd, 2004)

STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ___________ ___, 2004 ("Agreement"), by and among CHARDAN CHINA ACQUISITION CORP., a Delaware corporation ("Company"), DR. RICHARD D. PROPPER, KERRY PROPPER, JIANGNAN HUANG, LI ZHANG, DAN BEHARRY, STEVEN URBACH, ANTHONY D. ERRICO JR. and MICHAEL URBACH (collectively "Initial Stockholders") and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent"). WHEREAS, the Company intends to enter into an Underwriting Agreement, dated _______ __, 2004 ("Underwriting Agreement"), with EarlyBirdCapital, Inc. ("EBC") acting as representative of the several underwriters (collectively, the "Underwriters"), pursuant to which, among other matters, the Underwriters will agree to purchase 3,500,000 units ("Units") of the Company. Each Unit will consist of one share of the Company's Common Stock, par value $.0001 per share, and two Warrants, each Warrant

Chardan China Acquisition Corp – UNDERWRITING AGREEMENT (February 23rd, 2004)

UNDERWRITING AGREEMENT BETWEEN CHARDAN CHINA ACQUISITION CORP. AND EARLYBIRDCAPITAL, INC. DATED: _____________________, 2004 CHARDAN CHINA ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York _________, 2004 EarlyBirdCapital, Inc. 600 Third Avenue, 33rd Floor New York, New York 10016 Dear Sirs: The undersigned, Chardan China Acquisition Corp., a Delaware corporation ("Company"), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as "you," "EBC" or the "Representative") and with the other underwriters named on Schedule I hereto for which

Chardan China Acquisition Corp – INVESTMENT MANAGEMENT TRUST AGREEMENT (February 23rd, 2004)

INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ________ ____, 2004 by and between Chardan China Acquisition Corp. (the "Company") and American Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's Registration Statement on Form S-1, No. 333-111970 ("Registration Statement"), for its initial public offering of securities ("IPO") has been declared effective as of the date hereof by the Securities and Exchange Commission ("Effective Date"); and WHEREAS, EarlyBirdCapital, Inc. ("EBC") is acting as the representative of the underwriters in the IPO; and WHEREAS, as described in the Company's Registration Statement, and in accordance with the Company's Certificate of Incorporation, $17,850,000 of the gross proceeds of the IPO ($20,527,500 if the underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in

Chardan China Acquisition Corp – PROMISSORY NOTE (February 23rd, 2004)

PROMISSORY NOTE $10,000 As of January 26, 2004 New York, NY Chardan China Acquisition Corp. (the "Maker") promises to pay to the order of Kerry Propper (the "Payee") the principal sum of Ten Thousand Dollars ($10,000) in lawful money of the United States of America, together with interest on the unpaid principal balance of this Note, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the earlier of (i) December 29, 2004 or (ii) the date on which Maker consummates an initial public offering of its securities. 2. Interest. No interest shall accrue on the unpaid principal balance of this Note. 3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, incl

Chardan China Acquisition Corp – CERTIFICATE OF INCORPORATION (January 16th, 2004)

CERTIFICATE OF INCORPORATION OF CHARDAN CHINA ACQUISITION CORP. - - - - - - - - - - - - - - - - - - - - - - - - - - PURSUANT TO SECTION 102 OF THE DELAWARE GENERAL CORPORATION LAW - - - - - - - - - - - - - - - - - - - - - - - - - - I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware (the "GCL"), do hereby certify as follows: FIRST: The name of the corporation is Chardan China Acquisition Corp. (hereinafter sometimes referred to as the "Corporation"). SECOND: The registered office of the Corporation is to be located at 9 East Loockerman Street, Kent County, Dover, Delaware. The name of its registered agent at that address is National Corporate Research, Ltd

Chardan China Acquisition Corp – PROMISSORY NOTE (January 16th, 2004)

PROMISSORY NOTE --------------- $60,000 As of December 29, 2003 New York, NY Chardan China Acquisition Corp. (the "Maker") promises to pay to the order of Kerry Propper (the "Payee") the principal sum of Sixty Thousand Dollars ($60,000) in lawful money of the United States of America, together with interest on the unpaid principal balance of this Note, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the earlier of (i) December 29, 2004 or (ii) the date on which Maker consummates an initial public offering of its securities. 2. Interest. No interest shall accrue on the unpaid principal balance of this Note. 3. Application of Payments. All payments shall be applied first to payment in full of any co

Chardan China Acquisition Corp – REGISTRATION RIGHTS AGREEMENT (January 16th, 2004)

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ___nd day of __________, 2004, by and among: Chardan China Acquisition Corp., a Delaware corporation (the "Company"); and the undersigned parties listed under Investor 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 shares of Common Stock 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. The following c

Chardan China Acquisition Corp – UNDERWRITING AGREEMENT (January 16th, 2004)

UNDERWRITING AGREEMENT BETWEEN CHARDAN CHINA ACQUISITION CORP. AND EARLYBIRDCAPITAL, INC. DATED: _____________________, 2004 CHARDAN CHINA ACQUISITION CORP. A Specified Purpose Acquisition Company(TM) (a SPAC(TM)) UNDERWRITING AGREEMENT New York, New York _________, 2004 EarlyBirdCapital, Inc. 600 Third Avenue, 33rd Floor New York, New York 10016 Dear Sirs: The undersigned, Chardan China Acquisition Corp., a Delaware corporation ("Company"), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously

Chardan China Acquisition Corp – STOCK ESCROW AGREEMENT (January 16th, 2004)

STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ___________ ___, 2004 ("Agreement"), by and among CHARDAN CHINA ACQUISITION CORP., a Delaware corporation ("Company"), DR. RICHARD D. PROPPER, KERRY PROPPER, JIANGNAN HUANG, ZHANG LI, DAN BEHARRY, STEVEN URBACH, ANTHONY D. ERRICO JR. and MICHAEL URBACH (collectively "Initial Stockholders") and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent"). WHEREAS, the Company intends to enter into an Underwriting Agreement, dated _______ __, 2004 ("Underwriting Agreement"), with EarlyBirdCapital, Inc. ("EBC") acting as representative of the several underwriters (collectively, the "Underwriters"), pursuant to which, among other matters, the Underwriters will agree to purchase 3,000,000 units ("Units") of the Company. Each Unit will consist of one share of the Company's Common Stock, par value $.0001 per share, and two Warrants, each Warrant

Chardan China Acquisition Corp – WARRANT (January 16th, 2004)

NUMBER (SEE REVERSE LEGEND) WARRANTS __________- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, __________, 2008 CHARDAN CHINA ACQUISITION CORP. CUSIP ____________________ WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring ________, 2008 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of Chardan China Acquisition Corp., a Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing

Chardan China Acquisition Corp – SELECTED DEALERS AGREEMENT (January 16th, 2004)

EARLYBIRDCAPITAL, INC. 600 THIRD AVENUE 33RD FLOOR NEW YORK, NEW YORK 10016 ------------------------------------------------ SELECTED DEALERS AGREEMENT ------------------------------------------------ Dear Sirs: 1. Registration under the Securities Act of 1933, as amended ("Act"), of the 3,000,000 Units* of Chardan China Acquisition Corp. ("Company"), as more fully described in the Preliminary Prospectus, dated ___________, 2004, and in the final prospectus ("Prospectus") which will be forwarded to you, will become effective in the near future. We, as the Underwriters, are offering certain of the Units for purchase by a selected group of dealers ("Selected Dealers") on the terms and conditions stated herein. Authorized Public Offering Price: $6.00 per Unit. Dealers' Selling

Chardan China Acquisition Corp – INVESTMENT MANAGEMENT TRUST AGREEMENT (January 16th, 2004)

INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ________ ____, 2004 by and between Chardan China Acquisition Corp. (the "Company") and American Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's Registration Statement on Form S-1, No. 333-______ ("Registration Statement"), for its initial public offering of securities ("IPO") has been declared effective as of the date hereof by the Securities and Exchange Commission ("Effective Date"); and WHEREAS, EarlyBirdCapital, Inc. ("EBC") is acting as the representative of the underwriters in the IPO; and WHEREAS, as described in the Company's Registration Statement, and in accordance with the Company's Certificate of Incorporation, $15,300,000 of the gross proceeds of the IPO ($17,595,000 if the underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in

Chardan China Acquisition Corp – WARRANT AGREEMENT (January 16th, 2004)

WARRANT AGREEMENT Agreement made as of _________ __, 2004 between Chardan China Acquisition Corp., a Delaware corporation, with offices at 777 South Highway 101, Suite 215, Solana Beach, California 92075 ("Company"), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 ("Warrant Agent"). WHEREAS, the Company is engaged in a public offering ("Public Offering") of Units ("Units") and, in connection therewith, has determined to issue and deliver up to (i) 6,900,000 Warrants ("Public Warrants") to the public investors, and (ii) 600,000 Warrants to EarlyBirdCapital, Inc. ("EBC") or its designees ("Representative's Warrants" and, together with the Public 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 ("Common Stock") for $5.00,