SPECIMEN
      ORDINARY SHARE CERTIFICATE 

     

    
      	NUMBER	
                SHARES

            


    

     _________C

     

    HAMBRECHT
      ASIA ACQUISITION CORP.

     

    INCORPORATED
      UNDER THE LAWS OF THE CAYMAN ISLANDS

     

    ORDINARY
      SHARE

     

    SEE
      REVERSE FOR

    CERTAIN
      DEFINITIONS

     

    
      	 THIS CERTIFIES THAT	
               CUSIP

            


    

     

     IS
      THE
      OWNER OF

     

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

    $.001
      EACH OF THE ORDINARY SHARE OF

     

    HAMBRECHT
      ASIA ACQUISITION CORP.

     

    transferable
      on the books of the Company in person or by duly authorized

    attorney
      upon surrender of this certificate properly endorsed. The Company will


    be
      forced
      to liquidate if it is unable to complete a business combination by 

    _________
      or________, all as more fully described in the Company’s Final 

    prospectus
      dated _______, 2007. This certificate is not valid unless countersigned


    by
      the
      Transfer Agent and registered by the Registrar. Witness the seal of

    the
      Company and the facsimile signatures of its duly authorized
      officers.

     

    Dated:

     

    
      	 	 	 
	
              Chief
                Executive Officer

            	 	
              Secretary

            


    

     

    HAMBRECHT
      ASIA ACQUISITION CORP.

    CORPORATE

    SEAL
      2007

    CAYMAN
      ISLANDS

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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

    TEN
      ENT -
      as tenants by the entireties

    JT
      TEN -
      as joint tenants with right of survivorship

                    
      and not as tenants in common

     

    
      	
              UNIF
                GIFT MIN ACT -
                ______________________________        
                Custodian
                ______________________

            
	                     (Cust)                           (Minor)
	              under
              Uniform Gifts to
              Minors
	                                     
              Act_________________________________
	                        (State)


    

     

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

     

    HAMBRECHT
      ASIA ACQUISITION CORP.

     

    The
      Company will furnish without charge to each shareholder who so requests the
      powers, designations, preferences and relative, participating, optional or
      other
      special rights of each class of share or series thereof of the Company 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 Articles of Association and all amendments
      thereto and resolutions of the Board of Directors providing for the issue of
      shares of Preferred Share (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 share on the books of the within named Corporation
                will
                full power of substitution in the premises.

            
	 
	
              Dated
                ______________________________________

            	 
	 	 
	 	 	 
	 
	 
	 
	 


    

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
       

      
        	 	
                 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.

              


      

       

    

    
       

       

       

      3

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      	
            	
               

            
	
              Signature(s)
                Guaranteed:

            
	 
	 
	
              THE
                SIGNATURE(S) MUST 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 account only in the event of the Company’s liquidation upon
                a failure to consummate a business combination or if the holder seeks
                to
                convert his respective shares into cash upon an extension of the
                period of
                time to complete a business combination to 36 months which he voted
                against and which is approved by the shareholders of the Company
                as set
                forth in the Company ’s prospectus and 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
                account.

            




    4