Exhibit 4.2


 


	
    NUMBER 

    C- 

     

    SEE REVERSE FOR CERTAIN DEFINITIONS
	 	
    SHARES

     

     

    CUSIP G4233U 107



 


HAINAN MANASLU ACQUISITION CORP.

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

ORDINARY SHARES


 


	This Certifies that	 
	 	 
	is the owner of	 


FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF US$0.0001
EACH OF


 


HAINAN MANASLU ACQUISITION CORP.

(THE “COMPANY”)


 


subject to the Company’s amended and restated
memorandum and articles of association as the same may be amended from time to time, and 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 redeem all of its
ordinary shares if it is unable to complete a business combination within the timeframe set forth in the Company’s amended and restated
memorandum and articles of association, as more fully described in the Company’s final prospectus dated [    ], 2022.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Company.


 


Witness the facsimile signatures of the Company’s duly authorized
officers.


 


	 	 	 
	Chief Executive Officer	 	Secretary


 






     


     


    

 


HAINAN MANASLU 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 shares 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 amended and restated memorandum and
articles of association and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (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	 	 	 	 	 	Under Uniform Gifts to Minors Act
	 	 	 	 	 	 	 	 	 	 	(State)


 


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


 




    2


     


    

 


For value received, hereby sells, assigns and transfers unto


 


	 
	(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
	 
	(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
	 
	ordinary shares represented by the within Certificate, and does hereby irrevocably constitute and appoint
	 
	Attorney to transfer the said shares on the books of the within named Company with full power of substitution in the premises.
	 	 	 
	Dated: 	           	 


 


NOTICE: THE SIGNATURE(S) 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) 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED OR ANY SUCCESSOR RULE).


 


In each case, as more fully described in the Company’s
final prospectus dated [ ], 2022, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held
in the trust account established in connection with its initial public offering only in the event that (i) the Company redeems the ordinary
shares sold in its initial public offering and liquidates because it does not consummate an initial Business Combination within the timeframe
set forth in the Company’s amended and restated memorandum and articles of association (the “Deadline”),
(ii) the Company redeems the ordinary shares sold in its initial public offering in connection with a shareholder vote to amend the Company’s
amended and restated memorandum and articles of association (i) to modify the substance or timing of its obligation to provide holders
of its ordinary shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or
to redeem 100% of its public shares if the Company does not complete its initial Business Combination by the Deadline or (ii) with respect
to the other provisions relating to shareholders’ rights or pre-business combination activity, or (iii) if the holder(s) seek(s)
to redeem for cash his, her or its respective ordinary shares in connection with a tender offer (or proxy solicitation, solely in the
event the Company seeks shareholder approval of the proposed initial Business Combination) setting forth the details of a proposed initial
Business Combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.


 


 


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