1366922--3/27/2008--China_Healthcare_Acquisition

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{interest, director, officer}

{stock, price, share}

{operation, international, foreign}

{acquisition, growth, future}

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{investment, property, distribution}

{debt, indebtedness, cash}

{provision, law, control}

{stock, price, operating}

We may not be able to consummate a business combination within the required time frame, in which case, we would be forced to liquidate. Under Delaware law the requirements and restrictions contained in our amended and restated certificate of incorporation may be amended, which could reduce or eliminate the protection afforded to our stockholders by such requirements and restrictions. If we are forced to liquidate before a business combination, our public stockholders will receive less than $6.00 per share upon distribution of the trust account and our warrants will expire worthless. You will not be entitled to protections normally afforded to investors of blank check companies under federal securities laws. If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation or conversion price received by stockholders may be reduced. Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them. We will dissolve and liquidate if we do not consummate a business combination. Because we have not currently selected any prospective target businesses with which to complete a business combination, stockholders are unable to currently ascertain the merits or risks of any particular target business operations. We may issue shares of our capital stock, including through convertible debt securities, to complete a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership. We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition. Our current officers and directors may resign upon consummation of a business combination. Our ability to successfully effect a business combination and to be successful afterwards will be completely dependent upon the efforts of our key personnel, some of whom may join us following a business combination and whom we would have only a limited ability to evaluate. Our officers, directors and special advisor may allocate their time to other businesses, thereby causing conflicts of interests in their determination as to how much time to devote to our affairs. This may have a negative impact on our ability to consummate a business combination. Our officers, directors and special advisor may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Because all of our officers, directors and our special advisor own shares of our securities that will not participate in liquidation distributions, they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination. If our common stock becomes subject to the SEC s penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected. It is probable that we will only be able to complete one business combination, which may cause us to be solely dependent on a single business and a limited number of products or services. We will not generally be required to obtain a determination of the fair market value of a target business from an independent, unaffiliated third party. We have substantial discretion as to how to spend the proceeds in the initial public offering which are held outside of the trust. Because of our limited resources and the significant competition for business combination opportunities, we may not be able to consummate an attractive business combination. We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel us to restructure or abandon a particular business combination. Our existing stockholders, including our officers, directors and special advisor, control a substantial interest in us and thus may influence certain actions requiring stockholder vote. The target business may be affiliated with one or more of the initial stockholders. An effective registration statement may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise his, her or its warrants. We may redeem your unexpired warrants prior to their exercise Our outstanding warrants may have an adverse effect on the market price of common stock and make it more difficult to effect a business combination. The American Stock Exchange may delist our securities from quotation on its exchange which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination. Actions taken and expenses incurred by our officers and directors on our behalf will generally not be subject to independent review. Risks associated with companies with operations primarily in China. Economic, political, social and other factors in China may adversely affect our ability to achieve our business objective which is to acquire one or more operating businesses with operations primarily in China. The Chinese government s control over the national economy and economic growth in China could adversely affect our business. Because the Chinese judiciary, which is relatively inexperienced in enforcing corporate and commercial law, will determine the scope and enforcement under Chinese law of almost all of our target business agreements, we may be unable to enforce our rights inside and outside of China. If the United States imposes trade sanctions on the PRC due to its currency policies, our target business ability to succeed in the international markets may be diminished. Exchange controls that exist in the PRC may limit our ability to utilize our cash flow effectively following a business combination. New Chinese Regulations Regarding Cross Border Mergers and Acquisitions Make Acquisitions More Difficult

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1366922--3/27/2008--China_Healthcare_Acquisition_Corp.