Unassociated Document


    


    Exhibit
4.1

    US$1,000,000
Share Capital divided into

    1,000,000,000
shares of a nominal or par value of US$0.001 each

    


    FUNTALK CHINA
HOLDINGS LIMITED

    (Registered
under the laws of the Cayman Islands)

    


    
      
        	
                PH
Number

              	
                CUSIP G36993
      106 Shares

              


      

    

    


    THIS IS
TO CERTIFY THAT _____________________________________ is the registered holder
of _________________________________________ Ordinary Shares in the above-named
Company subject to the memorandum and articles of association
thereof.

     

    Transferable
only on the books of the Company in person or by duly authorized attorney upon
surrender of this certificate properly endorsed.  This certificate is
not valid unless countersigned by the Transfer Agent and registered by the
Registrar.  Witness the seal of the Corporation and the facsimile
signatures of its duly authorized officers.

    


    Dated:

    
      
        
          
            
              
                
                  
                    
                      
                        	 	 
	 
      	
                                Countersigned
      and registered

                              
	 
      	 
      
	 
      	
                                Continental
      Stock Transfer & Trust Company

                              
	 
      	
                                Transfer
      Agent and Registrar

                              
	 	 	 
	
                                Corporate
      Logo                 
      

                              	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                By:  

                              	 
      
	 
      	 
      	
                                Authorized
      Officer

                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                Chairman
      of the
Board

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            	
                    By  

                  	 
      	 
      	
                    By:  

                  	 
      
	
                    Chief
      Financial Officer

                  	 
      	
                    Chief
      Executive
Officer

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FUNTALK CHINA
HOLDINGS LIMITED

    


    The
Company 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 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 Memorandum and Articles of Association 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 Company), to all of which the holder of this certificate by
acceptance hereof assents.

    


    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 and not as tenants in
      common

                        	 
      	 
      	 
      	
                          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)

            
	 
      
	 
      
	 
      
	
              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 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.

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      Signature(s)
      Guaranteed:

                    
	 	 
	
                      By

                    	 
      
	 
      	
                      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).