Unassociated Document


    Exhibit
      4.4

    SPECIMEN
      CLASS A WARRANT

    


    (SEE
      REVERSE SIDE FOR LEGEND)

     

    
      
        	
                Number
                  A -_________

              	
                CLASS
                  A WARRANTS

              


      

    

     

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

    


    CHINA
      GROWTH ALLIANCE LTD.

     

    CUSIP
      G2114 114

     

    CLASS
      A
      WARRANT

     

    THIS
      CERTIFIES THAT, FOR VALUE RECEIVED 

     

    IS
      THE
      REGISTERED HOLDER OF 

     

    a
      Class A
      Warrant or Warrants expiring ________,
      2012
      (the “Class A Warrant”) to purchase one fully paid and non-assessable Ordinary
      Share, par value $.0004348 per share (the “Shares”), of CHINA GROWTH ALLIANCE
      LTD., a Cayman Islands corporation (the “Company”), for each Class A Warrant
      evidenced by this 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 this 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. In no event shall the registered holder of this Class A Warrant
      be entitled to receive a net-cash settlement, Shares or other consideration
      in
      lieu of physical settlement in Shares of the Company. The Warrant Agreement
      provides that, upon the occurrence of certain events, the Warrant Price and
      the
      number of Warrant Shares purchasable hereunder, set forth on the face hereof,
      may, subject to certain conditions, be adjusted. The term Warrant Price as
      used
      in this Warrant Certificate refers to the price per Share at which Shares may
      be
      purchased at the time the Warrant is exercised.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
      Company reserves the right to call the Class A Warrant at any time prior to
      its
      exercise, with a notice of call in writing to the holders of record of the
      Warrants, giving 30 days’ notice of such call at any time after the Class A
      Warrant becomes exercisable if the last sale price of the Shares has been at
      least $11.50 per share on each of 20 trading days within a 30 trading day period
      ending on the third business day prior to the date on which notice of such
      call
      is given. The call price of the Class A Warrants is to be $.01 per Warrant.
      Any
      Class A Warrant either not exercised or tendered back to the Company by the
      end
      of the date specified in the notice of call shall be canceled on the books
      of
      the Company and have no further value except for the $.01 call price. If the
      Class A Warrants are called for redemption as described above, the Company
      will
      have the option to require any holder that wishes to exercise Class A Warrants
      to do so on a “cashless basis”, in which case the registered holder may exercise
      this Class A Warrant by surrendering same for that number of Ordinary Shares
      equal to the quotient obtained by dividing (x) the product of the number of
      Ordinary Shares underlying the Class A Warrant, multiplied by the difference
      between the Warrant Price and the “Fair Market Value” (defined below) by (y) the
      Fair Market Value. The “Fair Market Value” shall mean the average reported last
      sale price of the Shares for the 10 trading days ending on the third business
      day prior to the date on which notice of redemption is sent to the registered
      holder of this Class A Warrant. 

    


    This
      Warrant may expire on the date first above written if it is not exercised prior
      to such date by the registered holder pursuant to the terms of the Warrant
      Agreement or if it is not redeemed by the Company prior to such
      date.

     

    No
      fraction of a Share will be issued upon any exercise of a Class A Warrant.
      If,
      upon exercise of a Class A Warrant, a holder would be entitled to receive a
      fractional interest in a Share, the Company will, upon exercise, round up to
      the
      nearest whole number the number of Ordinary Shares to be issued to the warrant
      holder. 

    


    Upon
      any
      exercise of the Class A Warrant for less than the total number of full Shares
      provided for herein, there shall be issued to the registered holder hereof
      or
      his assignee a new Warrant Certificate covering the number of Shares for which
      the Class A Warrant has not been exercised. 

    


    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants. 

    


    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Class A Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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 A 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]

    


    SUBSCRIPTION
      FORM

     

    To
      Be
      Executed by the Registered Holder in Order to Exercise Class A
      Warrants

    


    


    The
      undersigned Registered Holder irrevocably elects to exercise _________ Class
      A
      Warrant(s) represented by this Warrant Certificate, and to purchase the Ordinary
      Shares issuable upon the exercise of such Class A Warrants, and requests that
      Certificates for such shares shall be issued in the name(s) of

     

    
      
        	 
	
                (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) 

              
	 	 


      

    

    


    and,
      if
      such number of Class A Warrants shall not be all the Class A Warrants evidenced
      by this Warrant Certificate, that a new Warrant Certificate for the balance
      of
      such Class A Warrants be registered in the name of, and delivered to, the
      Registered Holder(s) at the address stated below:

     

    Dated:
      

     

    
      
        	 	 
	
                (SIGNATURE)
                  

              	 
	 	 
	
                (ADDRESS)

              	 
	 	 
	 	 
	
                (TAX
                  IDENTIFICATION NUMBER)

              	 


      

       

    

    THE
      SIGNATURE(S) TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO
      THE
      NAME(S) WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
      WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
      GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
      AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
      CHICAGO STOCK EXCHANGE. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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 A 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 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).