Unassociated Document

In connection with the consummation of the IPO and the sale of additional units pursuant to the underwriters’ overallotment option, the Issuer consummated the private sale of an aggregate of 3,608,000 warrants at $0.50 per warrant to certain of its founders and their affiliates (“Founders’ Warrants”) for an aggregate purchase price of $1,804,000. CS Capital purchased 3,247,200 of such Founders’ Warrants. The Founders’ Warrants are identical to the warrants underlying the units offered in the IPO except that if the Issuer calls the warrants for redemption, the Founders’ Warrants will be exercisable on a cashless basis so long as such warrants are held by the purchasers or their affiliates. Pursuant to subscription agreements with the Issuer, the purchasers have agreed that the Founders’ Warrants will not be sold or transferred by them until after the Issuer consummates a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business (“Business Combination”). CS Capital used its working capital for such purchase.

On January 19, 2010, the Issuer distributed its definitive proxy statement for an extraordinary general meeting of its shareholders to its shareholders of record as of January 13, 2010. The meeting is being held to consider, among other things, a proposal to approve the Stock Purchase Agreement, dated as of October 6, 2009, as amended on November 10, 2009, December 9, 2009 and January 11, 2010 (the “Stock Purchase Agreement”), among the Issuer, Asia Gaming & Resort Limited (“AGRL”), and Spring Fortune Investment Ltd, the sole shareholder of AGRL, which, among other things, provides for the acquisition by CS China of all of the outstanding capital stock of AGRL. The acquisition constitutes a Business Combination, as described above, and the warrants will become exercisable upon its consummation. The Issuer intends to consummate this Business Combination with AGRL on or about February 2, 2010.

As the Chairman of the Board of the Issuer (a company organized for the purpose of acquiring consummating a Business Combination), Mr. Lee has reviewed and analyzed potential Business Combination transactions for the Issuer, including the Business Combination with AGRL. As Chairman of the Board, Mr. Lee has recommended that the ordinary shareholders of the Issuer vote “for” each of the proposals to be adopted at the extraordinary general meeting of the Issuer’s shareholders including the proposal to adopt the Stock Purchase Agreement and to consummate the Business Combination with AGRL.

In connection with the vote required for the Issuer’s Business Combination, the Initial Shareholders, including CS Capital, have agreed to vote their Initial Shares in accordance with the majority of the Ordinary Shares issued in the IPO. This voting arrangement does not apply to Ordinary Shares included in units purchased in the Issuer’s IPO or purchased following this offering in the open market by any of the Issuer’s Initial Shareholders, officers and directors. Accordingly, they may vote these Ordinary Shares on a proposed Business Combination any way they choose. Mr. and Mrs. Lee and CS Capital intend to vote all such Ordinary Shares in favor of the Business Combination with AGRL.

Both Mr. and Mrs. Lee have been nominated for election at the extraordinary general meeting to the Issuer’s board of directors effective upon consummation of the Business Combination. After the consummation of the Business Combination, the Issuer will grant some form of compensation to Mr. and Mrs. Lee for their services as directors of the Issuer after the closing. The exact amount and nature of this compensation will be determined by the board of directors after the closing and may consist of cash, stock or both. It is not expected that the total amount will be material.

All of the Initial Shares, including those beneficially owned by Mr. and Mrs. Lee, have been placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until one year after the consummation of the Issuer’s Business Combination (the “Escrow Period”). The Initial Shares may be released from escrow earlier than this date if, within the first year after the Issuer consummates a Business Combination, the Issuer consummates a subsequent liquidation, share exchange or other similar transaction which results in all of the Issuer’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Additionally, if holders of more than 20% of the Ordinary Shares sold in the Issuer’s IPO vote against a proposed Business Combination and seek to exercise their redemption rights and such Business Combination is consummated, the Issuer’s initial shareholders have agreed to forfeit and return to the Issuer for cancellation a number of shares so that the initial shareholders will collectively own no more than 23.81% of the Issuer’s outstanding ordinary shares upon consummation of such Business Combination (without giving effect to any shares that may be issued in the Business Combination). During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (i) to an entity’s members upon its liquidation, (ii) to relatives and trusts for estate planning purposes or (iii) by private sales made at or prior to the consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to the terms of the escrow agreement and to the terms of any insider letter. CS Capital is party to such an insider letter originally executed by Chien Lee and addressed to the Issuer and EarlyBirdCapital (“Insider Letter”) and assumed by CS Capital upon transfer of Mr. Lee’s shares to CS Capital. The Initial Shareholders will retain all other rights as the Issuer’s shareholders, including, without limitation, the right to vote their Ordinary Shares and the right to receive cash dividends, if declared. If dividends are declared and payable in Ordinary Shares, such dividends will also be placed in escrow. If the Issuer is unable to effect a Business Combination and liquidate, none of the Issuer’s Initial Shareholders will receive any portion of the liquidation proceeds with respect to their Initial Shares.

The holders of the majority of the Initial Shares are entitled to make up to two demands that the Issuer registers these securities pursuant to a registration rights agreement dated August 11, 2008. The holders of the majority of the Initial Shares may elect to exercise these registration rights at any time commencing three months prior to the date that such shares are released from escrow. In addition, these shareholders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the date on which these ordinary shares are released from escrow. The Issuer will bear the expenses incurred in connection with the filing of any such registration statements.

The holders of the majority of these Founders’ Warrants (or underlying shares) are entitled to demand that the Issuer register these securities pursuant to the registration rights agreement referred to above. The holders of the majority of these securities may elect to exercise these registration rights with respect to such securities at any time after the Issuer consummates a Business Combination. In addition, these holders will have certain “piggyback” registration rights with respect to registration statements filed subsequent to such date. The Issuer will bear the expenses incurred in connection with the filing of any such registration statements.

JOINT FILING AGREEMENT

Agreement, dated as of January 28, 2010, among Chien Lee, Sylvia Lee and CS Capital USA, LLC (collectively, the “Parties”).

Each of the Parties hereto represents to the other Parties that it is eligible to use Schedule 13D to report its beneficial interest in the ordinary shares of CS China Acquisition Corp. beneficially owned and reported upon in the Schedule 13D of which this agreement is an exhibit (“Schedule 13D”) by each of the above-named Parties.

Each of the Parties agrees to be responsible for the timely filing of the Schedule 13D and any and all amendments thereto and for the completeness and accuracy of the information concerning itself contained in the Schedule 13D, and the other Parties to the extent it knows or has reason to believe that any information about the other Parties is inaccurate.

/s/ Chien Lee
Chien Lee, Individually

/s/ Sylvia Lee
Sylvia Lee, Individually

CS Capital USA, LLC

By: /s/ Chien Lee
Chien Lee, Managing Member

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Chien Lee
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED o PURSUANT TO ITEMS 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 3,888,7001
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 3,888,7001
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,888,7001
12		CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES o CERTAIN SHARES (see instructions)
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 38.32%
14		TYPE OF REPORTING PERSON (see instructions) IN

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Sylvia Lee
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED o PURSUANT TO ITEMS 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 3,888,7002
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 3,888,7002
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,888,7002
12		CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES o CERTAIN SHARES (see instructions)
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 38.32%
14		TYPE OF REPORTING PERSON (see instructions) IN

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) CS Capital USA, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED o PURSUANT TO ITEMS 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 3,868,2003
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 3,868,2003
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,868,2003
12		CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES o CERTAIN SHARES (see instructions)
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 38.12%
14		TYPE OF REPORTING PERSON (see instructions) OO

Date	No. of Shares Purchased		Price Per Share
January 21, 2010		500	$	5.70
January 22, 2010		20,000	$	5.80

	/s/ Chien Lee
	Chien Lee

	/s/ Sylvia Lee
	Sylvia Lee

	CS Capital USA, LLC

	By: /s/ Chien Lee
	Chien Lee, Managing Member