EXHIBIT 4.1

                            SPECIMEN UNIT CERTIFICATE

  NUMBER                                                                   UNITS

U-__________

SEE REVERSE FOR CERTAIN    CHINAGROWTH SOUTH ACQUISITION CORPORATION
      DEFINITIONS

                                                                CUSIP __________

  UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT EACH TO PURCHASE ONE
                                 ORDINARY SHARE

THIS CERTIFIES THAT _____________________________________________________

is the owner of _________________________________________________________ Units.

Each Unit  ("Unit")  consists of one (1) ordinary  share,  par value US$.001 per
share  ("Ordinary  Share"),  of ChinaGrowth  South  Acquisition  Corporation,  a
company  incorporated under the laws of the Cayman Islands (the "Company"),  and
one warrant ( "Warrant").  Each Warrant  entitles the holder to purchase one (1)
Ordinary Share for US$6.00 per share (subject to adjustment).  Each Warrant will
become  exercisable  on the later of (i) the  Company's  completion of a capital
stock exchange,  asset acquisition or other similar business combination or (ii)
___________,  2007 [ONE YEAR FROM DATE OF  PROSPECTUS],  and will expire  unless
exercised  before 5:00 p.m.,  New York City Time,  on  ____________,  2010 [FOUR
YEARS FROM DATE OF  PROSPECTUS] , or earlier upon  redemption  (the  "Expiration
Date").  The Ordinary  Shares and Warrants  comprising the Units  represented by
this certificate are not transferable  separately prior to __________,  2006 [90
DAYS FROM DATE OF PROSPECTUS],  subject to earlier  separation in the discretion
of Morgan  Joseph & Co. Inc. The terms of the Warrants are governed by a Warrant
Agreement,  dated as of _______,  2006,  between the Company and American  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 59 Maiden  Lane,
Plaza Level,  New York, New York 10038,  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.

         Neither this certificate nor any of the Unit(s) evidenced hereby itself
         entitles the [registered]  holder to any of the rights of a shareholder
         of the Company.

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

Dated: [      ]

By

                                [GRAPHIC OMITTED]
______________________________                     _____________________________
         Chairman of the Board                     Secretary

<PAGE>


                    CHINAGROWTH SOUTH ACQUISITION CORPORATION

         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 shares 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          UNIF GIFT MIN ACT - ____ Custodian ____
TEN ENT -  as tenants by the entireties                      (Cust)      (Minor)
JT TEN -   as joint tenants with right       under Uniform Gifts to Minors
           of survivorship and not           Act ______________
           as tenants in common                     (State)


Additional Abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, ___________________________ HEREBY SELLS, ASSIGNS AND
TRANSFERS 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.

Signature(s) Guaranteed:


_____________________________________________________________
THE SIGNATURE(S) SHOULD 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 COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE