Unassociated Document


    Exhibit
      4.1

    SPECIMEN
      UNIT CERTIFICATE

    


    
      	
              Number
                U-________

            	
              UNITS

            


    

     

    SEE
      REVERSE FOR CERTAIN DEFINITIONS

    


    CHINA
      GROWTH ALLIANCE LTD.

    


    CUSIP
      G21114 304

    


    UNITS
      CONSISTING OF: (1) ONE SUBUNIT AND (2) ONE CLASS A WARRANT TO PURCHASE ONE
      ORDINARY SHARE. EACH SUBUNIT CONSISTS OF ONE ORDINARY SHARE AND ONE CLASS B
      WARRANT, WHERE EVERY TWO (2) CLASS B WARRANTS AUTOMATICALLY CONVERT INTO ONE
      CLASS A WARRANT SUBSEQUENT TO THE COMPANY’S CONSUMMATION OF ITS INITIAL BUSINESS
      COMBINATION. 

    


    THIS
      CERTIFIES THAT 

     

    IS
      THE
      OWNER OF

    


    UNITS.

    


    Each
      Unit
      (“Unit”) consists of: (i) one (1) subunit (the “Subunit”) and (ii) one Class A
      Warrant (“Class A Warrant”) to purchase one ordinary share, par value $.0004348
      per share (“Ordinary Share”) of CHINA GROWTH ALLIANCE LTD., a Cayman Islands
      corporation (the “Company”). Each Subunit consists of one Ordinary Share and one
      Class B Warrant (“Class B Warrant”) where every two Class B Warrants
      automatically convert into one Class A Warrant upon the Company’s consummation
      of its initial business combination. Each Class A Warrant entitles the holder
      to
      purchase one (1) Ordinary Share for $6.00 (subject to adjustment). Each Class
      A
      Warrant will become exercisable on the later of (i) the Company’s completion of
      a business combination with a target business or (ii) 
_______________,
      2009
      and will expire unless exercised before 5:00 p.m., New York City Time, on
      _______________,
      2012,
      or earlier upon redemption (the “Expiration Date”). The Subunit and Class A
      Warrant comprising the Units represented by this certificate are not
      transferable prior to _______________,
      2008,
      subject to earlier separation in the discretion of the representative of the
      underwriters; provided, however, in no event will the representative of the
      underwriters allow separate trading of the Subunits and Class A Warrants until
      the Company files an audited balance sheet reflecting the Company’s receipt of
      the gross proceeds of the Company’s initial public offering. The terms of the
      Class A Warrants and Class B Warrants are governed by a Warrant Agreement,
      dated
      as of _______________,
      2008,
      between the Company and American Stock Transfer & Trust Company, as Warrant
      Agent, and are subject to the terms and provisions contained therein, all of
      which terms and provisions the holder of this certificate consents to by
      acceptance hereof. Copies of the Warrant Agreement are on file at the office
      of
      the Warrant Agent at 59
      Maiden
      Lane, Plaza Level, New York, NY 10038,
      and are
      available to any Warrant holder on written request and without cost. This
      certificate is not valid unless countersigned by the Transfer Agent and
      Registrar of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Witness
      the facsimile seal of the Company and the facsimile signature of its duly
      authorized officers. 

     

    COUNTERSIGNED
      AND REGISTERED: 

    AMERICAN STOCK
      TRANSFER & TRUST COMPANY 

    TRANSFER
      AGENT AND REGISTRAR 

    BY:
      

    AUTHORIZED
      OFFICER 

     

    By
      

     

    (SIGNATURE)

    CHIEF
      EXECUTIVE OFFICER

    CHINA
      GROWTH ALLIANCE LTD.

    CORPORATE

    (SEAL)

    2007

    CAYMAN
      ISLANDS

    (SIGNATURE)

    SECRETARY

    
       

      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [REVERSE
      OF CERTIFICATE]

    


    CHINA
      GROWTH ALLIANCE LTD.

    


    The
      Company will furnish without charge to each shareholder who so requests, a
      statement of 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.

     

    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
                

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

            
	 
	 
	
              Units
                represented by the within Certificate, and hereby irrevocably
                constitute(s) and appoint(s)

            
	 


    

    Attorney
      to transfer the said Units 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(s) 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 of this certificate shall be entitled to receive a pro-rata portion
      of
      the 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.