NUMBER	
                 SHARES

              
	 	 
	________-C	 


      

    

     

    CS
      CHINA ACQUISITION CORP.

     

    INCORPORATED
      UNDER THE LAWS OF THE CAYMAN ISLANDS

     

    ORDINARY
      SHARES

     

    SEE
      REVERSE FOR

    CERTAIN
      DEFINITIONS

     

    
      	This
              Certifies that	
               CUSIP
                G25783 104

            
	 	 
	is
              the owner of	 


    

     

     

    FULLY
      PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $.0001 EACH
      OF

     

    CS
      CHINA ACQUISITION CORP.

     

    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 within eighteen months from the consummation of the Corporation’s
      initial public offering, or within thrity months if certain extension criteria
      are satisfied, 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:



    
      	
              

              CHAIRMAN	
              

                

            	
              

              SECRETARY


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    CS
      China Acquisition Corp.

     

    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 ______
	 	 	(Cust)                     
              (Minor)
	TEN ENT -  as
              tenants by the entireties	 	under
              Uniform Gifts to Minors
	 	 	Act
              ______________
	
              JT
                TEN -  as
                joint tenants with right of survivorship and not  as tenants in
                common

            	 	
                      
                (State)

            


    

     

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

     

    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.

     

    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 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).

    


    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 redeem his respective shares
      for
      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.