Exhibit
      4.7

     

    WARRANT
      AGREEMENT

    


    This
      WARRANT
      AGREEMENT
      (this
“Agreement”)
      is
      made as of _________, 2008, by and between China Growth Alliance Ltd., a company
      incorporated under the laws of the Cayman Islands having its principal place
      of
      business at Room 409, 4/F Aetna Tower, 107 Zunyi Road, Shanghai, 200051, China
      (“Company”)
      and
      American Stock Transfer & Trust Company, a New York corporation with offices
      at 6201-15th
      Avenue,
      Brooklyn, New York 11219 (the “Warrant
      Agent”).

     

    WHEREAS,
      the
      Company is engaged in a public offering (the “Public
      Offering”)
      of
      Units (“Units”),
      with
      each Unit comprised of: (i) one sub-unit (“Sub-Unit”),
      the
      contents of which are not separable (except as set forth herein), consisting
      of
      one Ordinary Share (as hereinafter defined) and one Class B Public Warrant
      (as
      hereinafter defined), and (ii) one Class A Public Warrant (as hereinafter
      defined), separable from the Sub-Unit as described herein;

     

    WHEREAS,
      in
      connection with the Public Offering, the Company has determined to issue and
      deliver up to: (i) 8,050,000 Class A Public Warrants (the “Class
      A Public Warrants”)
      to the
      public investors (which includes 1,050,000 Class A Public Warrants which are
      a
      part of the underwriters’ over-allotment option), with each of such Class A
      Public Warrants evidencing the right of the holder thereof to purchase one
      ordinary share, par value $0.0005 per share, of the Company (the “Ordinary
      Shares”)
      for
      $5.50, subject to adjustment as described herein; (ii) 8,050,000 Class B
      Warrants (which includes 1,050,000 Class B Public Warrants which are a part
      of
      the underwriters’ over-allotment option) (the “Class
      B Public Warrants”
and
      together with the Class A Public Warrants, the “Public
      Warrants”),
      where
      each two (2) Class B Public Warrants will detach from the Sub-Unit and
      automatically convert into one (1) Class A Public Warrant upon consummation
      of
      the Company’s initial Business Combination (as defined below), each such Class A
      Public Warrant evidencing the right of the holder thereof to purchase one (1)
      Ordinary Share; (iii) 350,000 Class A Public Warrants and 350,000 Class B Public
      Warrants to Jesup & Lamont Securities Corporation (“Jesup”)
      as
      lead managing underwriter of the several underwriters of the Public Offering
      (the “Underwriters”)
      or its
      designees (the “Underwriter’s
      Warrants”),
      with
      each Class A Public Warrant of such Underwriter’s Warrants evidencing the right
      of the holder thereof to purchase one Ordinary Share for $7.50, and each two
      Class B Public Warrants of such Underwriter’s Warrants automatically converting
      into one Class A Public Warrant, identical to the Class A Public Warrants within
      the Underwriter’s Units, evidencing the right of the holder to exercise each
      converted Class A Public Warrant for the purchase one Ordinary Share for $7.50,
      subject to adjustment as described herein;

     

    WHEREAS,
      immediately prior to the completion of the Public Offering, the Company shall
      sell and issue 3,040,000 warrants to purchase a like number of Ordinary Shares
      in a private placement under Regulation S of the Securities Act of 1933, as
      amended (the “Private
      Warrants”
and,
      collectively with the Public Warrants and the Underwriter’s Warrants, the
“Warrants”)
      pursuant to that certain Subscription Agreement dated ____________, 2008 (the
      “Subscription
      Agreement”),
      with
      each of such Private Warrants evidencing the right of the holder(s) thereof
      (collectively, the “Initial
      Purchaser”)
      to
      purchase one Ordinary Share for $5.50;

     

    WHEREAS,
      the
      Company has filed with the Securities and Exchange Commission (the “SEC”)
      a
      Registration Statement, No. 333-149770 on Form F-1 (“Registration
      Statement”)
      for
      the registration under the Securities Act of 1933, as amended (“Act”)
      of,
      among other securities, the Public Warrants, the Underwriter’s Warrants and the
      Ordinary Shares issuable upon exercise of each of the Public Warrants and the
      Underwriter’s Warrants; 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      the
      Company desires the Warrant Agent to act on behalf of the Company, and the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, redemption and exercise of the Warrants;
      and

     

    WHEREAS,
      the
      Company desires to provide for the form and provisions of the Warrants, the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights, and immunities of the Company, the Warrant Agent and
      the
      holders of the Warrants; and

     

    WHEREAS,
      all
      acts and things have been done and performed which are necessary to make the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual agreements herein contained, the parties hereto
      agree as follows:

     

    1. Appointment
      of Warrant Agent. The Company hereby appoints the Warrant Agent to act as
      agent for the Company for the Warrants, and the Warrant Agent hereby accepts
      such appointment and agrees to perform the same in accordance with the terms
      and
      conditions set forth in this Agreement.

     

    2. Warrants.

     

    2.1 Form
      of Warrant.
      Each
      Warrant shall be issued in registered form only. The Public Warrants and the
      Underwriter’s Warrants shall be in substantially the form of Exhibit
      A
      hereto
      (it being acknowleged, however, that the Underwriter’s Warrants shall be
      exercisable into Ordinary Shares at $7.50 per share) and the Private Warrants
      shall be in substantially the form of Exhibit
      B
      hereto,
      the provisions of each of which are incorporated herein, and shall be signed
      by,
      or bear the facsimile signature of, the Co-Chief Executive Officer or President
      and Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of
      the
      Company and shall bear a facsimile of the Company’s seal. In the event the
      person whose facsimile signature has been placed upon any Warrant shall have
      ceased to serve in the capacity in which such person signed the Warrant before
      such Warrant is issued, it may be issued with the same effect as if he or she
      had not ceased to be such at the date of issuance.

     

    2.2 Effect
      of Countersignature.
      Unless
      and until countersigned by the Warrant Agent pursuant to this Agreement, a
      Warrant shall be invalid and of no effect and may not be exercised by the holder
      thereof.

     

    2.3 Registration.

     

    2.3.1 Warrant
      Register.
      The
      Warrant Agent shall maintain books (“Warrant
      Register”)
      for
      the registration of original issuance and the registration of transfer of the
      Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
      issue and register the Warrants in the names of the respective holders thereof
      in such denominations and otherwise in accordance with instructions delivered
      to
      the Warrant Agent by the Company.

     

    2.3.2 Registered
      Holder.
      Prior
      to due presentment for registration of transfer of any Warrant, the Company
      and
      the Warrant Agent may deem and treat the person in whose name such Warrant
      shall
      be registered upon the Warrant Register (“registered
      holder”),
      as
      the absolute owner of such Warrant and of each Warrant represented thereby
      (notwithstanding any notation of ownership or other writing on the Warrant
      Certificate made by anyone other than the Company or the Warrant Agent), for
      the
      purpose of any exercise thereof, and for all other purposes, and neither the
      Company nor the Warrant Agent shall be affected by any notice to the
      contrary.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.4 Detachability
      of Public Warrants.
      

     

    2.4.1 Class
      A Public Warrants.
      The
      Class A Public Warrants comprising the Units will begin to trade separately
      from
      the Sub-Units on the 10th trading day following the earlier to occur of: (i)
      the
      expiration of the Underwriters’ over-allotment option as described in the
      Registration Statement or (ii) the exercise of such Underwriters’ over-allotment
      option in full (the “Detachment
      Date”);
      provided that in no event will Jesup allow the separate trading of the
      securities comprising the Units until: (a) the Company files with the SEC a
      Current Report on Form 8-K (or similar form for foreign private issuers), which
      includes an audited balance sheet reflecting the receipt by the Company of
      the
      gross proceeds of the sale of the Private Warrants and the Public Offering,
      including the proceeds received by the Company from the exercise of the
      Underwriters’ over-allotment option, if the over-allotment option is exercised
      prior to the filing of the Form 8-K; and (b) the Company issues a press release
      and files with the SEC a Current Report on Form 8-K announcing when such
      separate trading will begin; provided, that the date on which separate trading
      begins is a business day. Following the date the Class A Public Warrants and
      Sub-Units are eligible to trade separately, the Units will continue to be listed
      for trading, and any holder of Units may elect to break apart the Unit by
      separating the Class A Public Warrants from the Sub-Unit or as a Unit. Unit
      holders will have the ability to trade Sub-Units or Class A Public Warrants
      as
      Units until such time as the Class A Public Warrants expire or are
      redeemed.

     

    2.4.2 Class
      B Public Warrants.
      The
      Class B Public Warrants contained within the Sub-Units shall never trade
      separately, and upon the Company’s consummation of an initial share
      reconstruction and amalgamation, capital stock exchange, asset acquisition,
      contractual control arrangement or other similar business combination (as
      described more fully in the Registration Statement, a “Business
      Combination”),
      each
      Sub-Unit shall separate, whereupon every two (2) Class B Public Warrants
      contained therein shall automatically convert into one (1) separable Class
      A
      Public Warrant. For every odd lot Class B Public Warrant so converted, the
      Company will pay to each holder thereof on a record date which is the first
      trading day following the Company’s business combination cash in an amount equal
      to one half of the fair market price of the Class A Public Warrants, which
      will
      be calculated by the volume weighted average trading price of the Class A Public
      Warrants for the 15 trading days prior to the date of the vote by the Company’s
      shareholders the Business Combination.

     

    3. Terms
      and Exercise of Warrants.

     

    3.1 Warrant
      Price.
      Each
      Public Warrant shall, when countersigned by the Warrant Agent, entitle the
      registered holder thereof, subject to the provisions of such Public Warrant
      and
      this Warrant Agreement, to purchase from the Company the number of Ordinary
      Shares stated therein, at the price of $5.50 per whole share, subject to the
      adjustments provided in this Section 3.1 and Section 4 hereof. The term
“Warrant
      Price”
as
      used
      in this Warrant Agreement refers to the price per share at which Ordinary Shares
      may be purchased at the time a Warrant is exercised, it being agreed that the
      exercise price for the Underwriter’s Warrants shall be $7.50.  The
      Company in its sole discretion may lower the Warrant Price for the Public
      Warrants at any time prior to the Expiration Date for a period of not less
      than
      twenty business days, provided that any such reduction shall be identical among
      all Public Warrants.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.2 Duration
      of Warrants.
      

     

    3.2.1 Public
      Warrants and Underwriter’s Warrants.
      A
      Public Warrant or Underwriter’s Warrant may be exercised only during the period
      commencing on the later of: (i) the Company’s initial Business Combination, or
      (ii)
      [             ],
      2009, and terminating at 5:00 p.m., New York City time on the earlier to occur
      of (x) [           
 ], 2013 or (y) (if not held by their permitted assignee or designee) the
      date fixed for redemption of the Warrants as provided in Section 6 of this
      Agreement. Notwithstanding the foregoing, no Public Warrant or Underwriter’s
      Warrant shall be exercisable unless, at the time of exercise, a registration
      statement relating to the Ordinary Shares issuable upon the exercise of such
      Public Warrant or Underwriter’s Warrant is effective and current and a
      prospectus is available for use by the holders thereof and the Ordinary Shares
      has been qualified or deemed to be exempt under the securities laws of the
      state
      of residence of the holder of such Public Warrants or Underwriter’s
      Warrants.

     

    3.2.2 Private
      Warrants.
      A
      Private Warrant may be exercised only during the period following consummation
      of a Business Combination by the Company and terminating at 5:00 p.m., New
      York
      City time on the earlier to occur of (x)
      [             ],
      2013 or (y) the date fixed for redemption of the Warrants as provided in Section
      6 of this Agreement. The Private Warrants are not subject to redemption so
      long
      as they are held by their initial purchasers or their permitted designees.
      The
      Private Warrants may not be sold, assigned or transferred until after the day
      following consummation of a Business Combination. 

     

    3.2.3 General.
      The
      period during which a Warrant may be exercised shall be deemed the “Exercise
      Period”
and
      the
      termination of such Exercise Period shall be deemed the “Expiration
      Date”.
      Except
      with respect to the right to receive the Redemption Price (as set forth in
      Section 6 hereunder), each Warrant not exercised on or before the Expiration
      Date shall become void, and all rights thereunder and all rights in respect
      thereof under this Agreement shall cease at the close of business on the
      Expiration Date. The Company in its sole discretion may extend the duration
      of
      the Warrants by delaying the Expiration Date; provided,
      however,
      the
      Company will provide notice to registered holders of the Warrants of such
      extension of not less than 20 days and, further provided that any such extension
      shall be identical in duration among all of the Warrants. In the event that
      the
      Company desires to extend the Expiration Date of the Warrants, the Company
      take
      such other actions are as required by applicable regulatory
      authorities.

     

    3.3 Exercise
      of Warrants.

     

    3.3.1 Payment.
      Subject
      to the provisions of the Class A Public Warrants and this Warrant Agreement,
      a
      Class A Public Warrant, when countersigned by the Warrant Agent, may be
      exercised by the registered holder thereof by surrendering it at the office
      of
      the Warrant Agent, or at the office of its successor as Warrant Agent, in the
      Borough of Manhattan, City and State of New York, with the subscription form,
      as
      set forth in the Class A Public Warrant, duly executed by paying in full,
      in lawful money of the United States, in cash, good certified check or good
      bank
      draft payable to the order of the Company, the Warrant Price for each full
      Ordinary Share as to which the Warrant is exercised and any and all applicable
      taxes due in connection with the exercise of the Warrant, the exchange of the
      Warrant for the Ordinary Shares and the issuance of the Ordinary Shares.


     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3.3.2 Exercise
      of Private Warrant.
      Notwithstanding anything contained herein to the contrary, the Private Warrant
      may, in addition to being exercised for cash as provided for therein, at any
      time after
      the
      later to occur of a Business Combination or one year from the effective date
      of
      the Registration Statement, and provided
      that at the time of exercise they are held by the original purchaser thereof
      or
      its permitted assigns, be exercised
      on a
“cashless basis” by surrendering such Private Warrant for that number of
      Ordinary Shares equal to the quotient obtained by dividing (x) the product
      of
      the number of Ordinary Shares underlying the Warrant, multiplied by the
      difference between the Warrant Price and the “FMV” (defined below) by (y) the
      FMV. The “FMV” shall mean the average reported last sale price of the Ordinary
      Shares for the 10 trading days ending on the third business day prior to the
      date on which notice of exercise is received by the Company.

     

    3.3.3 Issuance
      of Certificates.
      As soon
      as practicable after the exercise of any Warrant and the clearance of the funds
      in payment of the Warrant Price (except in the case of a cashless exercise
      of a
      Private Warrant), the Company shall issue to the registered holder of such
      Warrant a certificate or certificates for the number of full Ordinary Shares
      to
      which he, she or it is entitled, registered in such name or names as may be
      directed by him, her or it, and if such Warrant shall not have been exercised
      in
      full, a new countersigned Warrant for the number of shares as to which such
      Warrant shall not have been exercised. Notwithstanding the foregoing, the
      Company shall not be obligated to deliver any securities pursuant to the
      exercise of a Warrant (other than a Private Warrant) unless: (i) a registration
      statement under the Act with respect to the Ordinary Shares issuable upon such
      exercise is effective or (ii) in the opinion of counsel to the Company, the
      exercise of the Warrants is exempt from the registration requirements of the
      Act
      and such securities are qualified for sale or exempt from qualification under
      applicable securities laws of the states or other jurisdictions in which the
      registered holders reside. Warrants (other than Private Warrants) may not be
      exercised by, or securities issued to, any registered holder in any state in
      which such exercise or issuance would be unlawful. In no event will the Company
      be required to provide the registered holder of any Warrant with a net-cash
      settlement or other consideration in lieu of physical settlement in Ordinary
      Shares, regardless of whether the Ordinary Shares underlying any such
      Warrant is registered pursuant to an effective registration statement.
      Accordingly, the Warrants may expire unexercised and worthless if a current
      registration statement covering the Ordinary Shares is not
      effective.

     

    3.3.4 Valid
      Issuance.
      All
      Ordinary Shares issued upon the proper exercise of a Class A Public Warrant
      in
      conformity with this Agreement shall be validly issued, fully paid and
      nonassessable.

     

    3.3.5 Date
      of Issuance.
      Each
      person in whose name any such certificate for Ordinary Shares is issued shall
      for all purposes be deemed to have become the holder of record of such shares
      on
      the date on which the Warrant was surrendered and payment of the Warrant Price
      was made, irrespective of the date of delivery of such certificate, except
      that,
      if the date of such surrender and payment is a date when the stock transfer
      books of the Company are closed, such person shall be deemed to have become
      the
      holder of such shares at the close of business on the next succeeding date
      on
      which the stock transfer books are open.

     

    4. Adjustments.
      The provisions of this Section 4 shall apply only to the Public Warrants and
      the
      Underwriter’s Warrants.

     

    4.1 Stock
      Dividends - Split Ups.
      If
      after the date hereof, and subject to the provisions of Section 4.6 below,
      the
      number of outstanding Ordinary Shares is increased by a stock dividend payable
      in Ordinary Shares, or by a split up of Ordinary Shares, or other similar event,
      then, on the effective date of such stock dividend, split up or similar event,
      the number of Ordinary Shares issuable on exercise of each Class A Public
      Warrant or Underwriter’s Warrant shall be increased in proportion to such
      increase in outstanding Ordinary Shares.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    4.2 Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 4.6, the number
      of outstanding Ordinary Shares is decreased by a consolidation, combination,
      reverse stock split or reclassification of Ordinary Shares or other similar
      event, then, on the effective date of such consolidation, combination, reverse
      stock split, reclassification or similar event, the number of Ordinary Shares
      issuable on exercise of each Class A Public Warrant and Underwriter’s Warrant
      shall be decreased in proportion to such decrease in outstanding Ordinary
      Shares.

     

    4.3 Adjustments
      in Exercise Price.
      Whenever the number of Ordinary Shares purchasable upon the exercise of the
      Class A Public Warrants and Underwriter’s Warrant is adjusted, as provided in
      Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest
      cent) by multiplying such Warrant Price immediately prior to such adjustment
      by
      a fraction (x) the numerator of which shall be the number of Ordinary Shares
      purchasable upon the exercise of the Class A Public Warrants and or
      Underwriter’s Warrant immediately prior to such adjustment, and (y) the
      denominator of which shall be the number of Ordinary Shares so purchasable
      immediately thereafter.

     

    4.4 Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding Ordinary Shares
      (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects
      the par value of such Ordinary Shares), or in the case of any merger or
      consolidation of the Company with or into another corporation (other than a
      consolidation or merger in which the Company is the continuing corporation
      and
      that does not result in any reclassification or reorganization of the
      outstanding Ordinary Shares), or in the case of any sale or conveyance to
      another corporation or entity of the assets or other property of the Company
      as
      an entirety or substantially as an entirety in connection with which the Company
      is dissolved, the applicable Warrant holders shall thereafter have the right
      to
      purchase and receive, upon the basis and upon the terms and conditions specified
      in the applicable Warrants and in lieu of the Ordinary Shares of the Company
      immediately theretofore purchasable and receivable upon the exercise of the
      rights represented thereby, the kind and amount of shares of stock or other
      securities or property (including cash) receivable upon such reclassification,
      reorganization, merger or consolidation, or upon a dissolution following any
      such sale or transfer, that the applicable Warrant holder would have received
      if
      such Warrant holder had exercised his, her or its Warrant(s) immediately prior
      to such event; and if any reclassification also results in a change in Ordinary
      Shares covered by Section 4.1 or 4.2, then such adjustment shall be made
      pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of
      this Section 4.4 shall similarly apply to successive reclassifications,
      reorganizations, mergers or consolidations, sales or other
      transfers.

     

    4.5 Notices
      of Changes in Warrant.
      Upon
      every adjustment of the Warrant Price or the number of shares issuable on
      exercise of a Class A Public Warrant or Underwriter’s Warrant, the Company shall
      give written notice thereof to the Warrant Agent, which notice shall state
      the
      Warrant Price resulting from such adjustment and the increase or decrease,
      if
      any, in the number of shares purchasable at such price upon the exercise of
      a
      Class A Public Warrant or Underwriter’s Warrant, setting forth in reasonable
      detail the method of calculation and the facts upon which such calculation
      is
      based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3
      or
      4.4, then, in any such event, the Company shall give written notice to the
      applicable Warrant holders, at the last address set forth for such holder in
      the
      Warrant Register, of the record date or the effective date of the event. Failure
      to give such notice, or any defect therein, shall not affect the legality or
      validity of such event.

     

    4.6 No
      Fractional Shares.
      Notwithstanding any provision contained in this Warrant Agreement to the
      contrary (except as provided for in Section 2.4.2 with respect to the Class
      B
      Public Warrants), the Company shall not issue fractional shares upon exercise
      of
      Warrants. If, by reason of any adjustment made pursuant to this Section 4,
      the
      holder of any Warrant would be entitled, upon the exercise of such Warrant,
      to
      receive a fractional interest in a share, the Company shall, upon such exercise,
      round up to the nearest whole number the number of the Ordinary Shares to be
      issued to the Warrant holder. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    4.7 Form
      of Warrant.
      The
      form of Warrant need not be changed because of any adjustment pursuant to this
      Section 4, and Warrants issued after such adjustment may state the same Warrant
      Price and the same number of shares as is stated in the Warrants initially
      issued pursuant to this Agreement. However, the Company may at any time in
      its
      sole discretion make any change in the form of Warrant that the Company may
      deem
      appropriate and that does not affect the substance thereof, and any Warrant
      thereafter issued or countersigned, whether in exchange or substitution for
      an
      outstanding Warrant or otherwise, may be in the form as so changed.

     

    5. Transfer
      and Exchange of Warrants.

     

    5.1 Transfer
      of Warrants.
      (a)
      Prior to the Detachment Date, the Public Warrants may be transferred or
      exchanged only together with the Unit in which such Warrant is included, and
      only for the purpose of effecting, or in conjunction with, a transfer or
      exchange of such Unit. Furthermore, each transfer of a Unit on the register
      relating to such Units shall operate also to transfer the Warrants included
      in
      such Unit. From and after the Detachment Date, this Section 5.1 will have no
      further force and effect. 

     

    (b) After
      the
      Detachment Date and until the consummation of the Company’s initial Business
      Combination, the Class B Public Warrants may be transferred or exchanged only
      together with the Sub-Unit in which such Warrant is included, and only for
      the
      purpose of effecting, or in conjunction with, a transfer or exchange of such
      Sub-Unit.

     

    5.2 Registration
      of Transfer.
      The
      Warrant Agent shall register the transfer, from time to time, of any outstanding
      Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
      properly endorsed with signatures properly guaranteed and accompanied by
      appropriate instructions for transfer. Upon any such transfer, a new Warrant
      representing an equal aggregate number of Warrants shall be issued and the
      old
      Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
      shall
      be delivered by the Warrant Agent to the Company from time to time upon
      request.

     

    5.3 Procedure
      for Surrender of Warrants.
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and thereupon the Warrant Agent shall issue
      in
      exchange therefor one or more new Warrants as requested by the registered holder
      of the Warrants so surrendered, representing an equal aggregate number of
      Warrants; provided, however, in the event a Warrant surrendered for transfer
      bears a restrictive legend, the Warrant Agent shall not cancel such Warrant
      and
      issue new Warrants in exchange therefor until the Warrant Agent has received
      an
      opinion of counsel for the Company stating such transfer may be made and
      indicating whether the new Warrants must also bear a restrictive
      legend.

     

    5.4 Fractional
      Warrants.
      The
      Warrant Agent shall not be required to effect any registration of transfer
      or
      exchange which will result in the issuance of a warrant certificate for a
      fraction of a warrant.

     

    5.5 Service
      Charges.
      No
      service charge shall be made for any exchange or registration of transfer of
      Warrants.

     

    5.6 Warrant
      Execution and Countersignature.
      The
      Warrant Agent is hereby authorized to countersign and deliver, in accordance
      with the terms of this Agreement, the Warrants required to be issued pursuant
      to
      the provisions of this Section 5, and the Company, whenever required by the
      Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
      behalf of the Company for such purpose.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    5.7 Private
      Warrants.
      Notwithstanding anything herein to the contrary, the Warrant Agent shall not
      register for transfer any Private Warrants until after the consummation of
      a
      Business Combination, except for: (a) transfers of Private Warrants resulting
      from the death of any of the holders thereof, (b) transfers by operation of
      law,
      (c) any transfer for estate planning purposes to persons immediately related
      to
      the transferor by blood, marriage or adoption, or (d) transfers to any trust
      solely for the benefit of such transferor and/or the persons described in the
      preceding clause, on condition that prior to such registration for transfer,
      the
      Warrant Agent shall be presented with written documentation pursuant to which
      each permitted transferee or the trustee or legal guardian for each permitted
      transferee agrees to be bound by the terms of the Subscription
      Agreement.

     

    6. Redemption.

     

    6.1 Redemption.
      Not
      less than all of the outstanding Public Warrants and the Underwriter’s Warrants
      may be redeemed, at the option of the Company, at any time after they become
      exercisable and prior to their expiration, at the office of the Warrant Agent,
      upon the notice referred to in Section 6.3, at the price of $.01 per Warrant
      (the “Redemption
      Price”),
      provided that the last sales price of the Ordinary Shares has been equal to
      or
      greater than $11.50 per share, on each of twenty (20) trading days within any
      thirty (30) trading day period ending on the third business day prior to the
      date on which notice of redemption is given. Notwithstanding the foregoing,
      the
      Registration Statement (or another registration statement covering the Public
      Warrants and the Underwriter’s Warrants) must be current in order for the
      Company to exercise its redemption rights pursuant to this Section 6. The
      provisions of this Section 6.1 may not be modified, amended or deleted without
      the prior written consent of Jesup. The Private Warrants are not subject to
      this
      Section 6 provided they are held by the initial purchasers thereof, or their
      permitted designees.

     

    6.2 Date
      Fixed for, and Notice of, Redemption.
      In the
      event the Company shall elect to redeem all of the Warrants, the Company shall
      fix a date for the redemption. Notice of redemption shall be mailed by first
      class mail, postage prepaid, by the Company not less than 30 days prior to
      the
      date fixed for redemption to the registered holders of the Warrants to be
      redeemed at their last addresses as they shall appear on the Warrant Register.
      Any notice mailed in the manner herein provided shall be conclusively presumed
      to have been duly given whether or not the registered holder received such
      notice.

     

    6.3 Exercise
      After Notice of Redemption.
      The
      Warrants may be exercised in accordance with Section 3 of this Warrant Agreement
      at any time after notice of redemption shall have been given by the Company
      pursuant to Section 6.2 hereof and prior to the time and date fixed for
      redemption. On and after the redemption date, the record holder of the Warrants
      shall have no further rights except to receive, upon surrender of the Warrants,
      the Redemption Price.

     

    6.4 Outstanding
      Warrants Only.
      The
      Company understands the redemption rights provided for by this Section 6 apply
      only to outstanding Warrants. To the extent a person holds rights to purchase
      Warrants, such purchase rights shall not be extinguished by redemption. However,
      once such purchase rights are exercised, the Company may redeem the Warrants
      issued upon such exercise provided that the criteria for redemption are met,
      including the opportunity of the Warrant holder to exercise prior to redemption
      pursuant to Section 6.3. The provisions of this Section 6.4 may not be modified,
      amended or deleted without the prior written consent of Jesup.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    6.5 Exclusion
      of Private Warrants.
      The
      Company understands that the redemption rights provided for by this Section
      6 do
      not apply to the Private Warrants if at the time of redemption such warrants
      continue to be held by the Initial Purchaser or its permitted assigns. However,
      once such Private Warrants are transferred other than to any permitted assign,
      the Company may redeem the Private Warrants, provided that the criteria for
      redemption are met, including the opportunity of the Warrant holder to exercise
      prior to redemption pursuant to Section 6.3.

     

    7. Other
      Provisions Relating to Rights of Holders of Warrants.

     

    7.1 No
      Rights as Stockholder.
      A
      Warrant does not entitle the registered holder thereof to any of the rights
      of a
      stockholder of the Company, including, without limitation, the right to receive
      dividends, or other distributions, exercise any preemptive rights to vote or
      to
      consent or to receive notice as stockholders in respect of the meetings of
      stockholders or the election of directors of the Company or any other
      matter.

     

    7.2 Lost,
      Stolen, Mutilated, or Destroyed Warrants.
      If any
      Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
      Agent may on such terms as to indemnity or otherwise as they may in their
      discretion impose (which shall, in the case of a mutilated Warrant, include
      the
      surrender thereof), issue a new Warrant of like denomination, tenor, and date
      as
      the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
      shall
      constitute a substitute contractual obligation of the Company, whether or not
      the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
      time
      enforceable by anyone.

     

    7.3 Reservation
      of Ordinary Shares.
      The
      Company shall at all times reserve and keep available a number of its authorized
      but unissued Ordinary Shares sufficient to permit the exercise in full of all
      outstanding Warrants issued pursuant to this Warrant Agreement.

     

    7.4 Registration
      of Ordinary Shares.
      The
      Company agrees that prior to the commencement of the Exercise Period, it shall
      file with the SEC a post-effective amendment to the Registration Statement,
      or a
      new registration statement, for the registration, under the Act, of the Ordinary
      Shares issuable upon exercise of the Warrants, and it shall take such action
      as
      is necessary to qualify for sale, in those states in which the Warrants were
      initially offered by the Company, the Ordinary Shares issuable upon exercise
      of
      the Warrants. In either case, the Company will use its best efforts to cause
      the
      same to become effective on or prior to the commencement of the Exercise Period
      and to use its best efforts to maintain the effectiveness of such registration
      statement until the expiration of the Warrants in accordance with the provisions
      of this Warrant Agreement; provided,
      however,
      the
      Company shall not be obligated to deliver Ordinary Shares and shall not have
      penalties for failure to deliver Ordinary Shares if a registration statement
      is
      not effective at the time of exercise by the holder. In addition, the Company
      agrees to use its reasonable efforts to register such securities under the
      blue
      sky laws of the states of residence of the exercising warrant holders to the
      extent an exemption is not available. The provisions of this Section 7.4 may
      not
      be modified, amended or deleted without the prior written consent of Jesup.
      Notwithstanding the foregoing, a Warrant can expire unexercised regardless
      of
      whether a registration statement is current under the Act with respect to the
      Ordinary Shares issuable upon exercise of the Warrants. In no event will the
      registered holder of a warrant be entitled to receive a net-cash settlement
      or
      Ordinary Shares or other consideration as of result of the Company's
      non-compliance with this Section 7.4.

     

    8. Concerning
      the Warrant Agent and Other Matters.

     

    8.1 Payment
      of Taxes.
      The
      Company will from time to time promptly pay all taxes and charges that may
      be
      imposed upon the Company or the Warrant Agent in respect of the issuance or
      delivery of Ordinary Shares upon the exercise of Warrants, but the Company
      shall
      not be obligated to pay any transfer taxes in respect of the Warrants or such
      shares.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    8.2 Resignation,
      Consolidation, or Merger of Warrant Agent.

     

    8.2.1 Appointment
      of Successor Warrant Agent.
      The
      Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving
      sixty (60) days’ notice in writing to the Company. If the office of the Warrant
      Agent becomes vacant by resignation or incapacity to act or otherwise, the
      Company shall appoint in writing a successor Warrant Agent in place of the
      Warrant Agent. If the Company shall fail to make such appointment within a
      period of 30 days after it has been notified in writing of such resignation
      or
      incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
      with
      such notice, submit his Warrant for inspection by the Company), then the holder
      of any Warrant may apply to the Supreme Court of the State of New York for
      the
      County of New York for the appointment of a successor Warrant Agent. Any
      successor Warrant Agent, whether appointed by the Company or by such court,
      shall be a corporation organized and existing under the laws of the State of
      New
      York, in good standing and having its principal office in the Borough of
      Manhattan, City and State of New York, and authorized under such laws to
      exercise corporate trust powers and subject to supervision or examination by
      federal or state authority. After appointment, any successor Warrant Agent
      shall
      be vested with all the authority, powers, rights, immunities, duties, and
      obligations of its predecessor Warrant Agent with like effect as if originally
      named as Warrant Agent hereunder, without any further act or deed; but if for
      any reason it becomes necessary or appropriate, the predecessor Warrant Agent
      shall execute and deliver, at the expense of the Company, an instrument
      transferring to such successor Warrant Agent all the authority, powers, and
      rights of such predecessor Warrant Agent hereunder; and upon request of any
      successor Warrant Agent the Company shall make, execute, acknowledge, and
      deliver any and all instruments in writing for more fully and effectually
      vesting in and confirming to such successor Warrant Agent all such authority,
      powers, rights, immunities, duties, and obligations.

     

    8.2.2 Notice
      of Successor Warrant Agent.
      In the
      event a successor Warrant Agent shall be appointed, the Company shall give
      notice thereof to the predecessor Warrant Agent and the transfer agent for
      the
      Ordinary Shares not later than the effective date of any such
      appointment.

     

    8.2.3 Merger
      or Consolidation of Warrant Agent.
      Any
      corporation into which the Warrant Agent may be merged or with which it may
      be
      consolidated or any corporation resulting from any merger or consolidation
      to
      which the Warrant Agent shall be a party shall be the successor Warrant Agent
      under this Warrant Agreement without any further act.

     

    8.3 Fees
      and Expenses of Warrant Agent.

     

    8.3.1 Remuneration.
      The
      Company agrees to pay the Warrant Agent reasonable remuneration for its services
      as such Warrant Agent hereunder as set forth on Exhibit C
      hereto,
      and will reimburse the Warrant Agent upon demand for all expenditures that
      the
      Warrant Agent may reasonably incur in the execution of its duties
      hereunder.

     

    8.3.2 Further
      Assurances.
      The
      Company agrees to perform, execute, acknowledge, and deliver or cause to be
      performed, executed, acknowledged, and delivered all such further and other
      acts, instruments, and assurances as may reasonably be required by the Warrant
      Agent for the carrying out or performing of the provisions of this Warrant
      Agreement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    8.4 Liability
      of Warrant Agent.

     

    8.4.1 Reliance
      on Company Statement.
      Whenever in the performance of its duties under this Warrant Agreement, the
      Warrant Agent shall deem it necessary or desirable that any fact or matter
      be
      proved or established by the Company prior to taking or suffering any action
      hereunder, such fact or matter (unless other evidence in respect thereof be
      herein specifically prescribed) may be deemed to be conclusively proved and
      established by a statement signed by the Chief Executive Officer or Chief
      Operating Officer of the Company and delivered to the Warrant Agent. The Warrant
      Agent may rely upon such statement for any action taken or suffered in good
      faith by it pursuant to the provisions of this Warrant Agreement.

     

    8.4.2 Indemnity.
      The
      Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Warrant Agreement except as a result of the Warrant
      Agent’s negligence, willful misconduct, or bad faith.

     

    8.4.3 Exclusions.
      The
      Warrant Agent shall have no responsibility with respect to the validity of
      this
      Warrant Agreement or with respect to the validity or execution of any Warrant
      (except its countersignature thereof); nor shall it be responsible for any
      breach by the Company of any covenant or condition contained in this Warrant
      Agreement or in any Warrant; nor shall it be responsible to make any adjustments
      required under the provisions of Section 4 hereof or responsible for the manner,
      method, or amount of any such adjustment or the ascertaining of the existence
      of
      facts that would require any such adjustment; nor shall it by any act hereunder
      be deemed to make any representation or warranty as to the authorization or
      reservation of any Ordinary Shares to be issued pursuant to this Warrant
      Agreement or any Warrant or as to whether any Ordinary Shares will when issued
      be valid and fully paid and nonassessable.

     

    8.5 Acceptance
      of Agency .
      The
      Warrant Agent hereby accepts the agency established by this Warrant Agreement
      and agrees to perform the same upon the terms and conditions herein set forth
      and among other things, shall account promptly to the Company with respect
      to
      Warrants exercised and concurrently account for, and pay to the Company, all
      moneys received by the Warrant Agent for the purchase of shares of the Company’s
      Ordinary Shares through the exercise of Warrants.

     

    8.6 Waiver.
      The
      Warrant Agent hereby waives any and all right, title, interest or claim of
      any
      kind (“Claim”)
      in or
      to any distribution of the Trust Account (as defined in that certain Investment
      Management Trust Agreement, dated as of the date hereof, by and between the
      Company and the Warrant Agent, as trustee thereunder), and hereby agrees not
      to
      seek recourse, reimbursement, payment or satisfaction for any Claim against
      the
      Trust Account for any reason whatsoever.

     

    9. Miscellaneous
      Provisions.

     

    9.1 Successors.
      All the
      covenants and provisions of this Warrant Agreement by or for the benefit of
      the
      Company or the Warrant Agent shall bind and inure to the benefit of their
      respective successors and assigns.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    9.2 Notices.
      Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

     

    if
      to the
      Warrant Agent, to:

    


    American
      Stock Transfer & Trust Company

    6201-15th
      Avenue

    Brooklyn,
      New York 11219

    Attn:
      [                       
]

    Fax
      No.:
      [                       
]

     

    if
      to the
      Company, to:

    


    China
      Growth Alliance Ltd.

    Room
      409,
      4/F Aetna Tower

    107
      Zunyi
      Road

    Shanghai,
      200051, China

    Attn:
      

    Fax
      No.:
      [                       
]

    


    in
      either
      case with a copy to:

    


    Jesup
      & Lamont Securities Corporation 

    650
      Fifth
      Avenue

    New
      York,
      New York 10019

    Attn:
      Averell W. Satloff

    Fax
      No.:
      ___________________

    


    and

     

    Ellenoff
      Grossman & Schole LLP

    150
      East
      42nd
      Street

    New
      York,
      New York 10017

    Attn:
      Douglas S. Ellenoff, Esq.

    Fax
      No.:
      (212) 370-7889

    


    a

    and

    


    Gersten
      Savage LLP

    600
      Lexington Avenue

    New
      York,
      New York 10022

    Attn:
      Arthur S. Marcus, Esq.

    Fax:
      (212) 980-5192

     

    9.3 Applicable
      law.
      The
      validity, interpretation, and performance of this Warrant Agreement and of
      the
      Warrants shall be governed in all respects by the laws of the State of New
      York,
      without giving effect to conflict of laws. The Company hereby agrees that any
      action, proceeding or claim against it arising out of or relating in any way
      to
      this Warrant Agreement shall be brought and enforced in the courts of the State
      of New York or the United States District Court for the Southern District of
      New
      York, and irrevocably submits to such jurisdiction, which jurisdiction shall
      be
      exclusive. The Company hereby waives any objection to such exclusive
      jurisdiction and that such courts represent an inconvenient forum. Any such
      process or summons to be served upon the Company may be served by transmitting
      a
      copy thereof by registered or certified mail, return receipt requested, postage
      prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such
      mailing shall be deemed personal service and shall be legal and binding upon
      the
      Company in any action, proceeding or claim.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    9.4 Persons
      Having Rights under this Warrant Agreement.
      Nothing
      in this Warrant Agreement expressed and nothing that may be implied from any
      of
      the provisions hereof is intended, or shall be construed, to confer upon, or
      give to, any person or corporation other than the parties hereto and the
      registered holders of the Warrants and, for the purposes of Sections 6.1, 6.4,
      7.4 and 9.8 hereof, Jesup, any right, remedy, or claim under or by reason of
      this Warrant Agreement or of any covenant, condition, stipulation, promise,
      or
      agreement hereof. Jesup shall be deemed to be a third-party beneficiary of
      this
      Warrant Agreement with respect to Sections 6.1, 6.4, 7.4 and 9.8 hereof. All
      covenants, conditions, stipulations, promises, and agreements contained in
      this
      Warrant Agreement shall be for the sole and exclusive benefit of the parties
      hereto (and Jesup with respect to the Sections 6.1, 6.4, 7.4 and 9.8 hereof)
      and
      their successors and assigns and of the registered holders of the
      Warrants.

     

    9.5 Examination
      of the Warrant Agreement.
      A copy
      of this Agreement shall be available at all reasonable times at the office
      of
      the Warrant Agent in the Borough of Manhattan, City and State of New York,
      for
      inspection by the registered holder of any Warrant. The Warrant Agent may
      require any such holder to submit his Warrant for inspection by it.

     

    9.6 Counterparts.
      This
      Warrant Agreement may be executed in any number of counterparts and each of
      such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    9.7 Effect
      of Headings.
      The
      Section headings herein are for convenience only and are not part of this
      Warrant Agreement and shall not affect the interpretation thereof.

     

    9.8 Amendments.
      This
      Warrant Agreement may be amended by the parties hereto without the consent
      of
      any registered holder for the purpose of curing any ambiguity, or of curing,
      correcting or supplementing any defective provision contained herein or adding
      or changing any other provisions with respect to matters or questions arising
      under this Warrant Agreement as the parties may deem necessary or desirable
      and
      that the parties deem shall not adversely affect the interest of the registered
      holders. All other modifications or amendments, including any amendment to
      increase the Warrant Price or shorten the Exercise Period, shall require the
      written consent of each of Jesup and the registered holders of a majority of
      the
      then-outstanding Warrants. Notwithstanding the foregoing, the Company may lower
      the Warrant Price or extend the duration of the Exercise Period in accordance
      with Sections 3.1 and 3.2, respectively, without such consent.

     

    9.9 Severability.
      This
      Warrant Agreement shall be deemed severable, and the invalidity or
      unenforceability of any term or provision hereof shall not affect the validity
      or enforceability of this Warrant Agreement or of any other term or provision
      hereof. Furthermore, in lieu of any such invalid or unenforceable term or
      provision, the parties hereto intend that there shall be added as a part of
      this
      Warrant Agreement a provision as similar in terms to such invalid or
      unenforceable provision as may be possible and be valid and
      enforceable.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties
      hereto as of the day and year first above written.


    

      
        	
                Attest:_____________________________________

              	 	
                CHINA
                  GROWTH ALLIANCE LTD.

              
	 	 	 
	 	 	
                By:
                  _____________________________________

              
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	
                Attest:_____________________________________

              	 	
                AMERICAN
                  STOCK TRANSFER & TRUST
COMPANY

              
	 	 	 
	 	 	
                By:
                  _____________________________________

              
	 	 	
                Name:

              
	 	 	
                Title:

              


      

    

    


    
      
        
        

      

      
        14