SPECIMEN
UNIT CERTIFICATE

    


    
      	
              NUMBER

            	
              UNITS

            


    

    U-___________

    


    SEE
REVERSE FOR

           CERTAIN

        DEFINITIONS

     

    CHINA
VANTAGE POINT ACQUISITION COMPANY

     

    CUSIP
___________

     

    UNITS
CONSISTING OF ONE SUBUNIT AND ONE-HALF OF A WARRANT

    


    
      	
              THIS
      CERTIFIES THAT 

            	
                 

            


    

    
      	
              is
      the owner of 

            	 
      	
               Units.  

            


    

     

    Each Unit
(“Unit”) consists of one (1) subunit (“Subunit”) of CHINA VANTAGEPOINT
ACQUISITION COMPANY, a Cayman Islands corporation (the “Company”), and one-half
of a warrant (the “Warrant”). Each Subunit consists of one ordinary share, par
value $0.001 (“Ordinary Share”) and one-half of a Warrant.  Each full
Warrant entitles the holder to purchase one (1) Ordinary Share for $5.00 per
share (subject to adjustment).  Each Warrant will become exercisable
on the later of (i) the Company’s consummation of an initial business
combination with one or more target businesses and (ii) ____________, 2011 [ONE
YEAR FROM THE DATE OF THE IPO PROSPECTUS], and will expire unless exercised
before the earlier of (i) 5:00 p.m., New York City Time, on the three-year
anniversary of the consummation of an initial business combination, (ii) the
Company’s liquidation or (iii) redemption of the Warrants (the “Expiration
Date”). The Subunits and Warrants
comprising the Units represented by this certificate will begin separate trading
90 days after the date of the prospectus covering these securities (the
“Prospectus”) or the announcement by the underwriter of the Company’s initial
public offering of the decision to allow earlier trading; provided, however, in
no event will the underwriter allow separate trading of the Subunits and
Warrants until the Company files an audited balance sheet with the Securities and Exchange Commission
reflecting the Company’s receipt of the gross proceeds of the
offering and issues a press release announcing when such separate trading will
begin.  The terms of the Warrants are governed by a Warrant
Agreement, dated as of _______, 2011, 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
____________________, 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.  This Unit is governed by
the laws of the Cayman Islands.

     

    Witness
the facsimile seal of the Company and the facsimile signature of its duly
authorized officers.

     

    
      
        
          
            	

                    By

                  	 	 	 
	 	 
      	 
      	 
      
	 
      	
                    Chief
      Executive Officer

                  	 
      	
                    Secretary

                  


          

        

      

    

    


    CHINA
VANTAGEPOINT ACQUISITION COMPANY

    CORPORATE

    SEAL

    2010

    CAYMAN
ISLANDS


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    CHINA
VANTAGEPOINT ACQUISITION COMPANY

     

    The
Company will furnish without charge to each shareholder 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).

     

    The
holder of this certificate shall be entitled to receive funds from the trust
account only in the event of (i) the Company’s liquidation upon a failure to
consummate a business combination, (ii) if the holder redeems his Subunits for
cash in connection with a business combination or (iii) if the holder sells his
subunits to the Company prior to the consummation of a business
combination  as described in the prospectus covering these
securities.  In no other circumstances shall the holder have any right
or interest of any kind in or to the trust account.


    
      
         


      

      
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