Exhibit
      4.2

    


    
      	
              NUMBER__________ C

            	
               

            	
              _____SHARES

            


    

     

    NEW
      ASIA PARTNERS CHINA CORPORATION

    INCORPORATED
      UNDER THE LAWS OF THE STATE OF DELAWARE

    COMMON
      STOCK

     

    SEE
      REVERSE FOR CERTAIN DEFINITIONS

    


    
      	
              This
                Certifies that

            	
               

            	
              CUSIP
                140518 101

            
	
               

            	
               

            	
               

            


    

    is
      the owner of

     

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF
      $0.0001

    EACH
      OF THE COMMON STOCK OF

    NEW
      ASIA PARTNERS CHINA CORPORATION

     

    transferable
      on the books of the Corporation in person or by duly authorized attorney upon
      surrender of this certificate properly endorsed. The Corporation will be forced
      to liquidate if it is unable to complete a business combination by
      ______________ or ___________, all as more fully described in the Corporation’s
      final prospectus dated __________, 2008. This certificate is not valid unless
      countersigned by the Transfer Agent and registered by the
      Registrar.

     

    WITNESS
      the facsimile seal of the Corporation and the facsimile signatures of its duly
      authorized officers.

     

    Dated:____________

     

    New
      Asia
      Partners China Corporation

    Corporate

    Seal

    Delaware

     

    
      	   
	 	   

	
              CHAIRMAN

            	
               

            	
              SECRETARY

            
	
               

            	
               

            	
               

            
	
              Countersigned

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
                
                

            	
               

            	
               

            
	
                Transfer
                Agent and Registrar

            	
               

            	
               

            


    

      


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    New
      Asia Partners China Corporation

     

    The
      Corporation will furnish without charge to each stockholder who so requests
      the
      powers, designations, preferences and relative, participating, optional or
      other
      special rights of each class of stock or series thereof of the Corporation
      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 Certificate of Incorporation and
      all amendments thereto and resolutions of the Board of Directors providing
      for
      the issue of shares of Preferred Stock (copies of which may be obtained from
      the
      secretary of the Corporation), 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

            	
              UNIF
                GIFT MIN ACT - _________

            	
              Custodian
                _________________

            
	
               

            	
              TEN
                ENT — as tenants by the entireties

            	
                                                      
                    (Cust)

            	
                                         
                   (Minor)

            
	
               

            	
              JT
                TEN — as joint tenants with right of survivorship 

              And
                not as tenants in common

            	
              under
                Uniform Gifts to Minors

              Act
                ___________

            
	
               

            	
               

            	
              (State)

            


    

    


    Additional
      Abbreviations may also be used though not in the above list

     

    For
      value received, ____________________ hereby sell, assign and transfer
      unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR

    OTHER
      IDENTIFYING NUMBER OF ASSIGNEE

     

    
      

    

    


    (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS,

    INCLUDING
      ZIP CODE, OF ASSIGNEE)

     

    ______________________________________________________

    _____
      shares of the capital stock represented by the within Certificate, and do hereby
      irrevocably constitute and appoint _______________________ Attorney to transfer
      the said stock on the books of the within named Corporation with full power
      of
      substitution in the premises.

    


    
      	
              Dated
                __________________

            	
              Notice:

            	
              The
                signature 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) SHOULD 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 funds from the trust
      fund only in the event of the Company’s liquidation upon failure to consummate a
      business combination or if the holder seeks to convert 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 fund.