Unassociated Document


    Exhibit
      4.5

    SPECIMEN
      CLASS B WARRANT

    


    (SEE
      REVERSE SIDE FOR LEGEND)

     

    
      
        	
                Number
                  B- ______

              	
                CLASS
                  B WARRANTS

              


      

    

     

    (THIS
      WARRANT WILL BE VOID IF NOT CONVERTED PRIOR TO 5:00 P.M. NEW YORK CITY TIME,
         ,
      2012)

    


    CHINA
      GROWTH ALLIANCE LTD.

     

    CUSIP
      G21114 122


    CLASS
      B
      WARRANT

     

    THIS
      CERTIFIES THAT, FOR VALUE RECEIVED 

     

    IS
      THE
      REGISTERED HOLDER OF 

     

    a
      Class B
      Warrant or Warrants expiring _________,
      2012
      (the “Class B Warrant”), where every two Class B Warrants automatically convert
      into one Class A Warrant (“Class A Warrant”) upon CHINA GROWTH ALLIANCE LTD.’s,
      a Cayman Islands corporation (the “Company”), consummation of its initial
      business combination. Each Class A Warrant entitles its holder to purchase
      one
      fully paid and non-assessable Ordinary Share, par value $.0004348 per share
      (the
“Shares”), of the Company for each Class A Warrant evidenced by a Class A
      Warrant Certificate. The Class A Warrant entitles the holder thereof to purchase
      from the Company, commencing on the later of (i) the Company’s completion of a
      business combination with a target business or (ii) ______________,
      2009,
      such number of Shares of the Company at the price of $6.00 per share (the
“Warrant Price”), upon surrender of such Class A Warrant Certificate and payment
      of the Warrant Price at the office or agency of the Warrant Agent, American
      Stock Transfer & Trust Company (such payment to be made by check made
      payable to the Warrant Agent), but only subject to the conditions set forth
      herein and in the Warrant Agreement between the Company and American Stock
      Transfer & Trust Company. 

    


    This
      Warrant may expire on the date first above written if it is not automatically
      converted prior to such date pursuant to the terms of the Warrant Agreement
      or
      if the Company has not consummated its initial business combination by
      ____________ 2010.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    No
      fraction of a Class A Warrant will be issued upon automatic conversation of
      a
      Class B Warrant. If, upon conversion of a Class B Warrant, a holder would be
      entitled to receive a fractional interest in a Class A Warrant, the Company
      will, upon conversion, round up to the nearest whole number the number of Class
      A Warrants to be issued to the warrant holder. 

    


    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone) for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

     

    This
      Class B Warrant does not entitle the registered holder to any of the rights
      of a
      shareholder of the Company.

    
 

    COUNTERSIGNED:
      

    AMERICAN
      STOCK TRANSFER & TRUST COMPANY 

    WARRANT
      AGENT

    BY:
      

    AUTHORIZED
      OFFICER 

     

    DATED:
      

     

    (Signature)

    CHIEF
      EXECUTIVE OFFICER

    CHINA
      GROWTH ALLIANCE LTD.

    CORPORATE

    (Seal)

    2007

    CAYMAN
      ISLANDS

    (Signature)

    SECRETARY

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [REVERSE
      OF CERTIFICATE]

    


    


    ASSIGNMENT

     

    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

    


    For
      value
      received,_____________________hereby sell(s), assign(s), and transfer(s)
      unto

     

    
      
        
          
            	 
	
                    (PLEASE
                      TYPE OR PRINT EACH NAME AND ADDRESS) 

                  
	 
	 
	 
	
                    (SOCIAL
                      SECURITY OR TAX IDENTIFICATION NUMBER)


                  


          

           

          
            	and be delivered
                    to	
                     

                  
	 	
                    (PLEASE
                      PRINT OR TYPE NAME AND ADDRESS) 

                  
	 	 


          

           

        

      

    

    of
      the
      Class B Warrants represented by this Warrant Certificate, and hereby irrevocably
      constitute(s) and

     

    appoint(s)
      ________________________________Attorney to transfer this Warrant Certificate
      on
      the books of the Company, with full power of substitution in the
      premises.

     

    Dated:
      

    
       

      
        
          
            	 	 
	
                    (SIGNATURE(S))
                      

                  	 


          

        

      

       

    

    Notice:
      The signature(s) to this assignment must correspond with the name(s) as written
      upon the face of the certificate in every particular, without alteration or
      enlargement or any change whatever.

    


    Signature(s)
      Guaranteed: 

    


    


    THE
      SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
      IN
      AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
      17Ad-15).