Unassociated Document


    Exhibit
      4.2

    SPECIMEN
      SUBUNIT CERTIFICATE

    


    SUBUNITS

    


    


    Number
      SU
      - _______ 

    


    


    SEE
      REVERSE FOR CERTAIN DEFINITIONS

     

    CHINA
      GROWTH ALLIANCE LTD.

    


    CUSIP
      G21114 205

    


    SUBUNITS
      CONSISTING OF: (1) 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

    


    SUBUNITS.

    


    Each
      Subunit (“Subunit”) consists of: (i) one ordinary share, par value .0004348 per
      share (“Ordinary Share”) and (ii) 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 of CHINA GROWTH
      ALLIANCE LTD., a Cayman Islands corporation (the “Company”) 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 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(S) 

     

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

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

              
	 


      
Attorney
      to transfer the said Subunits 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.