NUMBER  

            	
               

            	
              (SEE
                REVERSE SIDE FOR LEGEND)

            	
               

            	
              WARRANTS

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              [SYMBOL]

            	
               

            	
              THIS
                WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

              5:00
                P.M. EASTERN TIME,
                           ,
                2011

              OR
                UPON EARLIER REDEMPTION

            	
               

            	
               

            


    

     

    China
      Resources Ltd.

    CUSIP
      16942Y 11 0

    


    WARRANT

     

    THIS
      CERTIFIES THAT, for value received

     

    is
      the
      registered holder of a Warrant or Warrants expiring at 5:00 p.m., Eastern Time,
      [_______] 2012 [four
      years from the date of the prospectus],
      or
      upon earlier redemption (the “Warrant”), to purchase one fully paid and
      non-assessable share of Common Stock, par value $0.0001 per share (“Shares”), of
      China Resources Ltd., a Delaware corporation (the “Company”), for each Warrant
      evidenced by this Warrant Certificate.  The Warrant entitles the holder
      thereof to purchase from the Company, commencing on the later of (i) [_______],
      2009 [one
      year from the date of the prospectus]
      and
      (ii) the completion by the Company of an acquisition through merger, capital
      stock exchange, asset acquisition, stock purchase or other similar business
      combination, or a combination of any of the foregoing, of one or more operating
      businesses that has its principal operations in the People’s Republic of China,
      that is its initial business combination and which meets the size, timing and
      other criteria outlined in the Company's registration statement on Form S-1
      initially filed with the Securities and Exchange Commission on September 6,
      2007
      (File No.333-145901), as amended (“Business Combination”), such number of Shares
      of the Company at the price of $7.00 per share, upon surrender of this Warrant
      Certificate accompanied by the annexed duly executed subscription form and
      payment of the Warrant Price (as hereinafter defined) at the office or agency
      of
      American Stock Transfer & Trust Company (the “Warrant Agent”), 59 Maiden
      Lane, New York, New York 10038 (such payment to be made by check made payable
      to
      the Warrant Agent), but only subject to the conditions set forth herein and
      in
      the Warrant Agreement between the Company and American Stock Transfer &
Trust Company (the “Warrant Agreement”).  The Warrant Agreement provides
      that upon the occurrence of certain events the Warrant Price and the number
      of
      Warrant Shares purchasable hereunder, may, subject to certain conditions, be
      adjusted.  The term Warrant Price as used in this Warrant Certificate
      refers to the price per Share at which Shares may be purchased at the time
      the
      Warrant is exercised.

     

    No
      fraction of a Share will be issued upon any exercise of a Warrant.  If the
      holder of a Warrant would be entitled to receive a fraction of a Share upon
      any
      exercise of a Warrant, the Company shall, upon such exercise, round up to the
      nearest whole number the number of Shares to be issued to such
      holder.

     

    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or his
      assignee a new Warrant Certificate covering the number of Shares for which
      the
      Warrant has not been exercised.

    


    Under
      no
      circumstances will the Company be required to net cash settle the exercise
      of
      the Warrant.

     

    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.

     

    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

     

    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company.

     

    The
      Company reserves the right to redeem all (but not part) of the then outstanding
      Warrants, with a notice of redemption in writing to the holders of record of
      the
      Warrants then outstanding, giving 30 days' notice of such redemption at any
      time
      after such Warrants become exercisable if the last sale price of the Shares
      has
      been at least $14.25 per share on each of 20 trading days within a 30 trading
      day period ending on the third business day prior to the date on which notice
      of
      such redemption is given. The redemption price of the Warrants is to be $.01
      per
      Warrant. Any Warrant either not exercised or tendered back to the Company by
      the
      end of the date specified in the notice of redemption shall be cancelled on
      the
      books of the Company and have no further value except for the $.01 redemption
      price. 

    


    
      	
              By:

            	
              China
                Resources Ltd.

            	
               

            
	
               

            	
              CORPORATE

            	
               

            
	
               

            	
               

            	
              THE
                STATE OF DELAWARE

            	
               

            	
               

            
	
                
                President

            	
              SEAL

            	
              Secretary

            
	
               

            	
              2007

            	
               

            


    

     

    COUNTERSIGNED:

    


    American
      Stock Transfer & Trust Company,

    as
      Warrant Agent

     

    _________________________________

    Authorized
      Officer

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    SUBSCRIPTION
      FORM

    


    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants

     

    The
      undersigned Registered Holder irrevocably elects to exercise
                        Warrants
      represented by this Warrant Certificate, and to purchase the shares of Common
      Stock issuable upon the exercise of such Warrants, and requests that
      Certificates for such shares shall be issued in the name of

     

    
      	
               

            
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	
               

            
	
               

            
	
              (SOCIAL
                SECURITY OR TAX IDENTIFICATION NUMBER)

            
	
               

            
	
              and
                be delivered to

            
	
              (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            


    

    


     

    and,
      if
      such number of Warrants shall not be all the Warrants evidenced by this Warrant
      Certificate, that a new Warrant Certificate for the balance of such Warrants
      be
      registered in the name of, and delivered to, the Registered Holder at the
      address stated below:

    


    IMPORTANT:
      PLEASE COMPLETE THE FOLLOWING:

    


    1.
      THE
      EXERCISE OF THE WARRANTS BEING EXERCISED HEREBY WAS SOLICITED BY MAXIM GROUP
      LLC. o

    2.
      THE
      EXERCISE OF THE WARRANTS BEING EXERCISED HEREBY WAS SOLICITED BY
      ___________________. o

    3.
      IF THE
      EXERCISE OF THE WARRANTS BEING EXERCISED HEREBY WAS NOT SOLICITED, PLEASE CHECK
      

    THE
      BOX
o

     

    
      	
              Dated:

            	
               

            	
               

            	
               

            
	
               

            	
              (SIGNATURE)

            
	
               

            	
               

            
	
               

            	
              (ADDRESS)

            
	
               

            	
               

            
	
               

            	
               

            
	
               

            	
              (TAX
                IDENTIFICATION NUMBER)

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

     

    For
      Value
      Received,
                                     
hereby sells, assigns, and transfers unto

     

    
      	
               

            
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	
               

            
	
               

            
	
              (SOCIAL
                SECURITY OR TAX IDENTIFICATION
                NUMBER)

            


    

     

                                                
      of the Warrants represented by this Warrant Certificate, and hereby irrevocably
      constitutes and appoints
                                                        
Attorney to transfer this Warrant Certificate on the books of the Company,
      with
      full power of substitution in the premises.

     

    
      	
              Dated:

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
              (SIGNATURE)

            


    

     

    THE
      SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
      NAMEWRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
      WITHOUT ALTERATIONOR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
      GUARANTEED BY A COMMERCIAL BANKOR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN
      STOCK EXCHANGE OR THE NEW YORK STOCKEXCHANGE.