Unassociated Document


    Exhibit
      4.3

    SPECIMEN
      ORDINARY SHARE CERTIFICATE

    


    ORDINARY
      SHARES

    


    Number
      OS- ____________

    


    CHINA
      GROWTH ALLIANCE LTD.

    


    INCORPORATED
      UNDER THE LAWS OF THE CAYMAN ISLANDS

    


    ORDINARY
      SHARE CERTIFICATE

    


    SEE
      REVERSE FOR CERTAIN DEFINITIONS

    


    CUSIP
      G21114 106

    


    THIS
      CERTIFIES THAT

    


    IS
      THE
      OWNER OF 

    


    FULLY
      PAID AND NON-ASSESSABLE ORDINARY SHARES, PAR VALUE OF $.0004348, OF

    


    CHINA
      GROWTH ALLIANCE LTD.

    


    transferable
      on the books of the China Growth Alliance Ltd. (the “Company”) in person or by
      duly authorized attorney upon surrender of this certificate properly endorsed.
      This certificate is not valid unless countersigned by the Transfer Agent and
      registered by the Registrar. Witness the seal of the Company and the facsimile
      signatures of its duly authorized officers.

    


    Dated:
      

    


    COUNTERSIGNED
      AND REGISTERED:

    AMERICAN
      STOCK TRANSFER & TRUST COMPANY

    TRANSFER
      AGENT AND REGISTRAR

    BY:

    AUTHORIZED
      OFFICER

    


    


    (Signature)

    CHIEF
      EXECUTIVE OFFICER

    


    


    (Seal)

    2007
(Signature)

    SECRETARY

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (REVERSE
      OF CERTIFICATE)

     

    CHINA
      GROWTH ALLIANCE LTD.

    


    The
      Company will furnish without charge to each shareholder who so requests, the
      powers, designations, preferences and relative, participating, optional or
      other
      special rights of each class of shares or series thereof of the Company and
      the
      qualifications, limitations, or restrictions of such preferences and/or rights.
      This certificate and the shares represented thereby are issued and shall be
      held
      subject to all the provisions of the Memorandum and Articles of Incorporation
      and all amendments thereto and resolutions of the Board of Directors providing
      for the issue of shares of Preferred Shares (copies of which may be obtained
      from the secretary of the Company), to all of which the holder of this
      certificate by acceptance hereof assents.

    


    The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations: 

    


    TEN
      COM —
as tenants in common

    TEN
      ENT —
as tenants by the entireties 

    JT
      TEN —
as joint tenants with right of survivorship and not as tenants in
      common

    


    


    UNIF
      GIFT
      MIN ACT — ......................... Custodian
      .........................

    (Cust)
          (Minor)

    under
      Uniform Gifts to Minors

    Act
      ..............................................................

    (State)

    


    Additional
      abbreviations may also be used though not in the above list.

     

    
      
        	
                For
                  value received

              	
                ,

              
	
                 

              	
                hereby
                  sell(s), assign(s) and transfer(s)
                  unto

              


      

    

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S)

     

    
      
        	 
	
                (PLEASE
                  PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S))
                  

              
	 
	 
	
                shares
                  of the capital stock represented by the within Certificate, and
                  hereby
                  irrevocably constitute(s) and appoint(s) 

              
	 


      
Attorney
      to transfer the said shares on the books of the within named Company with full
      power of substitution in the premises.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Dated:
      

     

    
      	 
	
              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: 

    


    
      	
              By
                

            	
               

            
	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).


    

     

    The
      holder(s) of this certificate shall be entitled to receive a pro-rata portion
      of
      funds from the trust account only in the event of the Company’s liquidation or
      if the holder seeks to redeem his respective shares into cash upon a business
      combination which he voted against and which is actually completed by the
      Company. In no other circumstances shall the holder have any right or interest
      of any kind in or to the trust account.