Exhibit
      4.2

    

      
        	
                NUMBER

              	
              	
                SHARES

              
	
                ______C

              	 	 


      

    

    
       

      CHINA
        ASCENDANCE ACQUISITION CORPORATION

      INCORPORATED
        UNDER THE LAWS OF THE CAYMAN ISLANDS

      ORDINARY
        SHARES

      SEE
        REVERSE FOR

      CERTAIN
        DEFINITIONS

       

      
        
          	
                  This
                    Certifies that

                	
                  CUSIP
                    G21109 10 6

                


        

         

         

      

      


      is
        the owner of

      


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

       

      CHINA
        ASCENDANCE ACQUISITION 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, 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
       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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.

       

      China
        Ascendance Acquisition 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.

       

      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.