SPECIMEN
      UNIT CERTIFICATE

     

    
      
        
          	
                  NUMBER

                	 	
                  UNITS

                
	
                  U-___________

                	 	 
	 	 	 
	
                  SEE
                    REVERSE FOR

                	 	
                   

                
	
                  CERTAIN

                	 	 
	
                  DEFINITIONS

                	 	 
	 	 	 
	 	
                  HAMBRECHT
                    ASIA ACQUISITION CORP. 

                	 
	 	 	 
	 	 	
                  CUSIP
                    406548 206

                
	 	 	 
	 	
                  UNITS
                    CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT

                	 
	 	
                  TO
                    PURCHASE ONE ORDINARY SHARE

                	 


        

      

    

     

    
      
        	
                THIS
                  CERTIFIES THAT 

              	 


      

    

    
      	
              is
                the owner of

            	 	
              Units.

            


    

     

    Each
      Unit
      (“Unit”) consists of one (1) ordinary share, par value $.001 per share
      (“Ordinary Share”), of HAMBRECHT ASIA ACQUISITION CORP., a Cayman Islands
      corporation (the “Company”), and one warrant (the “Warrant”). Each 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 completion of an initial business combination with one or more
      target business or (ii) one (1) year from the date of the prospectus covering
      the Warrants and will expire unless exercised before 5:00 p.m., New York City
      Time, on ____________, 2013, or earlier upon redemption (the “Expiration Date”).
The
      Ordinary Shares
      and
Warrants
      comprising the Units represented by this certificate may trade separately on
      the
      45th
      day
      after
      the date of the prospectus unless the representative of the underwriters
      determines that an earlier date is acceptable; provided, however, in no event
      will the representative allow separate trading of the ordinary share 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 when such separate trading will begin.
      The
      terms of the Warrants are governed
      by a
      Warrant Agreement, dated as of _______, 2008, 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 17 Battery Place, New York, New York 10004, 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.

     

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

     

    
      	
              By

            	 	 
	 
	 	
              Chief
                Executive Officer

            	
              Secretary

            


    

     

    HAMBRECHT
      ASIA ACQUISITION CORP.

    CORPORATE

    SEAL

    2007

    CAYMAN
      ISLANDS

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    HAMBRECHT
      ASIA ACQUISITION CORP.

     

    The
      Company will furnish without charge to each stockholder 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 seeks
                to
                convert his respective shares into cash upon an extension of the
                period of
                time to complete a business combination to 36 months which he voted
                against and which is approved by the shareholders of the Company
                as set
                forth in the Company ’s prospectus or (iii) upon a business combination
                which he voted against and which is actually completed by the Company.
                In
                no other circumstances shall the holder have any right or interest
                of any
                kind in or to the trust account.

            


    

     

    
      
         

      

      
        3