SPECIMEN
      UNIT CERTIFICATE

     

    
      	
               NUMBER

            	
               UNITS

            


    

    U-___________

     

    SEE
      REVERSE FOR 

    CERTAIN

    DEFINITIONS

     

    HAMBRECHT
      ASIA ACQUISITION CORP.

     

    CUSIP

     

    UNITS
      CONSISTING OF ONE ORDINARY SHARES 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 $.001 per share
      (“Ordinary Share”), of HAMBRECHT ASIA ACQUISITION CORP., a Cayman Islands
      corporation (the “Company”), and one warrant (the “Warrant”). Each Warrant
      entitles the holder to purchase one (1) Ordinary Share for $6.00 per share
      (subject to adjustment). Each Warrant will become exercisable on the later
      of
      (i) the Company’s completion of an initial business combination with one or more
      target business or (ii) one (1) year from the date of the prospectus covering
      the Warrants 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 Share and Warrant comprising the Units represented by this
      certificate may trade separately on the 45th
      day
      after
      the date of the prospectus unless the representative of the underwriters
      determines that an earlier date is acceptable; provided, however, in no event
      will the representative allow separate trading of the ordinary share and
      warrants until the Company files an audited balance sheet reflecting the
      Company’s receipt of the gross proceeds of the offering. The terms of the
      Warrants are governed by a Warrant Agreement, dated as of _______, 2007, 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 signature of its duly
      authorized officers.

     

     

    
      	By	 	 	 
	 	Chief
              Executive Officer	 	 Secretary
	 	 	 	 


    

     

    HAMBRECHT
      ASIA ACQUISITION CORP.

    CORPORATE

    SEAL

    2007

    CAYMAN
      ISLANDS

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    HAMBRECHT
      ASIA ACQUISITION CORP.

     

    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

    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.

     

    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.

            
	 
	 
	 


    

    
 

    
      
        
        

      

      
         2

        
          

        

      

      
        
        

      

    

    

      	
              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).

            


    

     

     

     

     

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