EXHIBIT 4.1

[FACE OF CERTIFICATE]
N U M B E R
U-
SEE REVERSE FOR CERTAIN DEFINITIONS
ORIGIN AGRITECH LIMITED
U N I T S
CUSIP TO COME
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS EACH TO PURCHASE
ONE SHARE OF COMMON STOCK
This Certifies that
is the owner of
Units
Each Unit
("Unit") consists of one (1) share of common stock, no par value ("Common
Stock"), of Origin Agritech Limited, a British Virgin Islands corporation (the
"Company"), and two warrants (the "Warrants"). Each Warrant entitles the holder
to purchase one (1) share of Common Stock for $5.00 per share (subject to
adjustment). Each Warrant will become exercisable on the later of (i) the
Company's completion of a merger, capital stock exchange, asset acquisition or
other similar business combination or (ii) March 16, 2005 and will expire unless
exercised before 5:00 p.m., New York City Time, on March 15, 2008, or earlier
upon redemption (the "Expiration Date"). The Common Stock and Warrants
comprising the Units represented by this certificate are not transferable
separately prior to June 14, 2004, subject to earlier separation in the
discretion of EarlyBirdCapital, Inc. The terms of the Warrants are governed by a
Warrant Agreement, dated as of March 16, 2004, 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
TREASURER
[SEAL]
CHAIRMAN OF THE BOARD
COUNTERSIGNED AND REGISTERED:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
BY:
AUTHORIZED OFFICER

[REVERSE OF CERTIFICATE]
Origin Agritech Limited
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

<PAGE>

JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - (Cust) Custodian (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
with 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)
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.