Exhibit
      4.1

    


    [FACE
      OF
      CERTIFICATE]

    


    ORDINARY
      SHARES

    


    NUMBER

    GC

    


    INCORPORATED
      UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS

    


    GREEN
      CHINA RESOURCES INC.

    


    ORDINARY
      SHARES

    


    SHARES

    


    SEE
      REVERSE FOR CERTAIN DEFINITIONS

    


    


    This
      Certifies that

    


    is
      the
      owner of

    


    FULLY
      PAID AND NON-ASSESSABLE ORDINARY SHARES, NO PAR VALUE, OF

    


    GREEN
      CHINA RESOURCES INC.

    


    transferable
      upon the books of the corporation by the holder hereof in person or by duly
      authorized attorney upon surrender of this certificate properly endorsed. This
      certificate and the shares represented hereby are issued and shall be subject
      to
      the laws of the British Virgin Islands and to the provisions of the Memorandum
      and Articles of Association of the corporation as now or hereafter amended,
      to
      all of which the holder of this certificate, by acceptance hereof,
      assents.

    


    This
      certificate is not valid until countersigned and registered by the Transfer
      Agent and Registrar.

    


    IN
      WITNESS WHEREOF, the corporation has caused this certificate to be endorsed
      by
      the facsimile signatures of its duly authorized officers and to be sealed with
      the facsimile seal of the corporation.

    


    Dated:

    


    /s/
      David
      Y. Chen

    President

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    [SEAL]

    


    /s/

    SECRETARY

    


    COUNTERSIGNED
      AND REGISTERED:

    CONTINENTAL
      STOCK TRANSFER & TRUST COMPANY

    TRANSFER
      AGENT AND REGISTRAR

    BY

    AUTHORIZED
      SIGNATURE

    


    


    [REVERSE
      OF CERTIFICATE]

    


    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 - .....(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)

    


    _____
      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
      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

    


    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.

    


    KEEP
      THIS
      CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED,
      THE
      CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
      OF A
      REPLACEMENT CERTIFICATE.