SPECIMEN
SUBUNIT CERTIFICATE

    


    
      
        	
                NUMBER

              	
                SUBUNITS

              
	
                U-___________

              	 
      
	 
      	 
      
	
                SEE
      REVERSE FOR

                CERTAIN

                    DEFINITIONS

              	 
      


      

    

    


    CHINA
VANTAGE POINT ACQUISITION COMPANY

    


    CUSIP
___________

     

    SUBUNITS
CONSISTING OF ONE ORIDNARY SHARE AND ONE-HALF OF A WARRANT,

    EACH FULL
WARRANT TO PURCHASE ONE ORDINARY SHARE

    


    
      	
              THIS CERTIFIES THAT  

            	 
      
	
              is the owner of  

            	 
      	
                Subnits.

            


    

     

    Each
Subunit (“Subunit”) consists of one (1) ordinary share, par value $0.001
(“Ordinary Share”) of CHINA VANTAGEPOINT ACQUISITION COMPANY, a Cayman Islands
corporation (the “Company”), and one-half of a warrant (the “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 Ordinary Shares and Warrants comprising the Subunits represented by
this certificate will separate automatically upon the consummation of a business
combination as described in the prospectus covering these securities (the
“Prospectus”).  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 Subunit 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)

                    
	 
      
	 
      


            

          

        

      

      


      
        
          	 
      	
                     Subunits

                
	
                  represented
      by the within Certificate, and do hereby irrevocably constitute and
      appoint

                
	 
	 
      	
                    Attorney

                
	
                  to
      transfer the said Subunits 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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