Unassociated Document


    

      Exhibit
        4.1

    

     

    
      	
              NUMBER

              U-__________

               

            	 	 	 	
              UNITS

            
	
              SEE
                REVERSE FOR CERTAIN DEFINITIONS

            	
              CHINA
                ASCENDANCE ACQUISITION CORPORATION

            	 


    

     

    CUSIP
      G21109 20 5

    


    UNITS
      CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT TO PURCHASE ONE ORDINARY SHARE
      

    
      


      THIS
        CERTIFIES THAT
        ______________________________________________________________________________________________ 

      


      is
        the
        owner of
        _______________________________________________________________________________________________________
        Units.

    

     

    Each
      Unit
      (“Unit”) consists of one (1) ordinary share, par value $.0001 per share
      (“Ordinary Share”), of China Ascendance Acquisition Corporation, a Cayman
      Islands corporation (the “Company”), and one warrant (the “Warrants”). Each
      Warrant entitles the holder to purchase one (1) Ordinary Share for $7.50 per
      share (subject to adjustment). Each Warrant will become exercisable on the
      later
      of (i) the Company’s completion of a merger, capital stock exchange, asset
      acquisition or other similar business combination and (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
      Ordinary Shares and Warrants comprising the Units represented by this
      certificate are not transferable separately prior to __________, 2008, subject
      to earlier separation in the discretion of Susquehanna Financial Group, LLLP
      and
      Ladenburg Thalmann & Co. Inc. The terms of the Warrants are governed by a
      Warrant Agreement, dated as of _______, 2008, between the Company and
      Continental 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 17 Battery Place, New York, New York 10004, 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 signatures of its duly
      authorized officers.

     

    By

     

    __________________________________________ 
       [
     
 ____________________________________________

      Chairman
      of the Board          
        Secretary

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    China
      Ascendance Acquisition Corporation

     

    The
      Company will furnish without charge to each stockholder who so requests, a
      statement of the powers, designations, preferences and relative, participating,
      optional or other special rights of each class of stock 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

                	
                  UNIF
                    GIFT MIN ACT 

                	- _____
                  Custodian
                  ______ 
	
                  TEN
                    ENT - 

                	
                  as
                    tenants by the entireties

                	
                	
                  
                      
                      (Cust)                   
                       (Minor)

                  

                
	
                  JT
                    TEN - 

                	
                  as
                    joint tenants with right of survivorship

                	
                	
                  under
                    Uniform Gifts to Minors

                
	 	
                  and
                    not as tenants in common

                	
                   

                	
                  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)

                
	 
	 


        

        
          	 	
                  Units

                


        

         

        
          	
                  
                    represented
                      by the within Certificate, and do hereby irrevocably constitute
                      and
                      appoint

                  

                
	 
	 	
                  Attorney

                
	
                  
                    to
                      transfer the said Units on the books of the within named Company
                      will 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).