EXHIBIT 4.3

                          SPECIMEN WARRANT CERTIFICATE

NUMBER                   (SEE REVERSE SIDE FOR LEGEND)                  WARRANTS
    ________- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.
                      NEW YORK CITY TIME, __________, 2010

                    CHINAGROWTH NORTH ACQUISITION CORPORATION
                                                      CUSIP
                                     WARRANT

THIS CERTIFIES THAT, for value received _________________________________]

is the registered holder of a Warrant or Warrants expiring ________,  2010 [FOUR
YEARS  FROM DATE OF  PROSPECTUS]  ("Warrant")  to  purchase  one fully  paid and
non-assessable  Ordinary  Share,  par value  US$.001  per share  ("Shares"),  of
ChinaGrowth North Acquisition Corporation, a company incorporated under the laws
of the Cayman  Islands  (the  "Company"),  for each  Warrant  evidenced  by this
Warrant  Certificate.  The Warrant  entitles the holder thereof to purchase from
the  Company,  commencing  on the  later of (i) the  Company's  completion  of a
capital stock exchange,  asset acquisition or other similar business combination
or (ii)  ______________,  200_, such number of Ordinary Shares of the Company at
the price of US$6.00 per share,  upon surrender of this Warrant  Certificate and
payment  of the  Warrant  Price at the  office or agency of the  Warrant  Agent,
American  Stock  Transfer & Trust Company (such payment to be made by check made
payable to the Warrant  Agent),  but only  subject to the  conditions  set forth
herein and in the Warrant  Agreement  between the  Company  and  American  Stock
Transfer  &  Trust  Company.  The  Warrant  Agreement  provides  that  upon  the
occurrence of certain  events the Warrant Price and the number of Warrant Shares
purchasable  hereunder,  set forth on the face hereof,  may,  subject to certain
conditions,  be  adjusted.  The  term  Warrant  Price  as used  in this  Warrant
Certificate  refers to the price per Ordinary Share at which Ordinary Shares may
be purchased at the time the Warrant is exercised.

         No fraction of an Ordinary  Share will be issued upon any exercise of a
Warrant. If the holder of a Warrant would be entitled to receive a fraction of a
Share upon any exercise of a Warrant,  the Company  shall,  upon such  exercise,
round up to the nearest whole number the number of Ordinary  Shares to be issued
to such holder.

         Upon any exercise of the Warrant for less than the total number of full
Ordinary  Shares  provided for herein,  there shall be issued to the  registered
holder  hereof or the  registered  holder's  assignee a new Warrant  Certificate
covering  the  number of  Ordinary  Shares  for which the  Warrant  has not been
exercised.

         Warrant  Certificates,  when surrendered at the office or agency of the
Warrant  Agent by the  registered  holder  hereof in person or by attorney  duly
authorized  in  writing,  may be  exchanged  in the  manner  and  subject to the
limitations  provided  in the  Warrant  Agreement,  but  without  payment of any
service charge, for another Warrant Certificate or Warrant  Certificates of like
tenor and evidencing in the aggregate a like number of Warrants.

         Upon due  presentment  for  registration  of  transfer  of the  Warrant
Certificate  at the  office  or  agency  of the  Warrant  Agent,  a new  Warrant
Certificate  or  Warrant  Certificates  of  like  tenor  and  evidencing  in the
aggregate  a like  number  of  Warrants  shall be issued  to the  transferee  in
exchange for this Warrant  Certificate,  subject to the limitations  provided in
the Warrant  Agreement,  without  charge except for any  applicable tax or other
governmental charge.

         The  Company and the  Warrant  Agent may deem and treat the  registered
holder as the absolute owner of this Warrant  Certificate  (notwithstanding  any
notation of ownership or other writing  hereon made by anyone),  for the purpose
of any exercise hereof,  of any distribution to the registered  holder,  and for
all other  purposes,  and neither  the  Company  nor the Warrant  Agent shall be
affected by any notice to the contrary.

         Neither this Warrant  Certificate  nor any of the Warrant(s)  evidenced
hereby  itself  entitles  the  registered  holder  to  any of  the  rights  of a
shareholder of the Company.

         The Company reserves the right to call the Warrant at any time prior to
its  exercise,  with a notice of call in writing to the holders of record of the
Warrant,  giving  30 days'  notice of such  call at any time  after the  Warrant
becomes  exercisable  if the last sale price of the Ordinary  Shares has been at
least  US$11.50  per share on each of 20 trading  days within any 30 trading day
period  ending on the third  business  day prior to the date on which  notice of
such call is given.  The call price of the Warrants is to be US$.01 per Warrant.
Any Warrant  either not  exercised or tendered back to the Company by the end of
the date  specified  in the notice of call shall be canceled on the books of the
Company and have no further value except for the US$.01 call price.

By

__________________________        [ seal]       ________________________________
            Secretary                              Chairman of the Board


<PAGE>



132461.1
                                SUBSCRIPTION FORM

      To Be Executed by the Registered Holder in Order to Exercise Warrants

The undersigned Registered Holder irrevocably elects to exercise  ______________
Warrants represented by this Warrant  Certificate,  and to purchase the Ordinary
Shares  issuable  upon  the  exercise  of  such  Warrants,   and  requests  that
Certificates for such shares shall be issued in the name of


________________________________________________________________________________
                     (PLEASE TYPE OR PRINT NAME AND ADDRESS)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to ____________________________________________________________
                              (PLEASE PRINT OR TYPE NAME AND ADDRESS)

________________________________________________________________________________
and, if such number of Warrants shall not be all the Warrants  evidenced by this
Warrant  Certificate,  that a new  Warrant  Certificate  for the balance of such
Warrants be registered in the name of, and delivered to, the  Registered  Holder
at the address stated below:

Dated: _____________________                     _______________________________
                                                 (SIGNATURE)

                                                 _______________________________
                                                 (ADDRESS)

                                                 _______________________________

                                                 _______________________________
                                                 (TAX IDENTIFICATION NUMBER)

                                   ASSIGNMENT
       To Be Executed by the Registered Holder in Order to Assign Warrants

For Value Received, _______________________ hereby sells, assigns, and transfers
unto

________________________________________________________________________________
                     (PLEASE TYPE OR PRINT NAME AND ADDRESS)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to ____________________________________________________________
                               (PLEASE PRINT OR TYPE NAME AND ADDRESS)

______________________  of the Warrants represented by this Warrant Certificate,
and hereby irrevocably constitute and appoint  _________________________________
Attorney to transfer this Warrant Certificate on the books of the Company,  with
full power of substitution in the premises.

Dated: _________________________                 _______________________________
                                                 (SIGNATURE)

THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION  FORM MUST CORRESPOND TO THE
NAME  WRITTEN  UPON THE FACE OF THIS WARRANT  CERTIFICATE  IN EVERY  PARTICULAR,
WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE  WHATSOEVER,  AND  MUST  BE
GUARANTEED  BY A  COMMERCIAL  BANK OR  TRUST  COMPANY  OR A  MEMBER  FIRM OF THE
AMERICAN  STOCK  EXCHANGE,  NEW YORK STOCK  EXCHANGE,  PACIFIC STOCK EXCHANGE OR
CHICAGO STOCK EXCHANGE.