SPECIMEN
ORDINARY SHARE CERTIFICATE

    


    
      
        	
                NUMBER

              	
                SHARES

              
	
                _________C

              	 
      


      

    

    


    CHINA
VANTAGEPOINT ACQUISITION COMPANY

    


    INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS

    


    ORDINARY
SHARE

    


    SEE
REVERSE FOR

    CERTAIN
DEFINITIONS

    


    
      	
              THIS
      CERTIFIES THAT

            	
              CUSIP
      ____________                  
      

            
	 
      	 
      
	
              IS
      THE OWNER OF

            	 
      


    

    


    FULLY
PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF

    $0.001
EACH OF

    


    CHINA
VANTAGEPOINT ACQUISITION COMPANY

    


    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 liquidate if it is unable to complete a business combination by

    _________
or________, all as more fully described in the Company’s final

    prospectus
dated _______, 2011.  This certificate is not valid unless
countersigned

    by the
Transfer Agent and registered by the Registrar.  Witness the seal
of

    the
Company and the facsimile signatures of its duly authorized
officers.

     

    Dated:

    


    
      
        	
                
                       

                

              	 
      	
                
                       

                

              
	
                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 the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of share 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 Articles of
Association and all amendments thereto and resolutions of the Board of Directors
providing for the issue of shares of Preferred Shares (copies of which may be
obtained from the secretary of the Corporation), 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

            


    

    
      	
               
      

            	
              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)

                                        
	 
      
	 
	 
      
	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        


        
          
            	 
      	
                       shares

                  
	
                    

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

                    

                  
	 
	 
      	
                      Attorney

                  
	
                    

                      to
      transfer the said share on the books of the within named Corporation 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.

                    

                  


          

        

      

    

     

    
      
         


      

      
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    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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