NUMBER

              __________-U

               

            	 	 	 	
              UNITS

            
	
              SEE
                REVERSE FOR CERTAIN DEFINITIONS

            	
              CS
                CHINA ACQUISITION CORP.

            	 


    

     

    CUSIP
      G25783 120

    


    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 $.0001 per share
      (“Ordinary Share”), of CS China Acquisition Corp., a Cayman Islands corporation
      (the “Company”), and one (1) warrant (the “Warrants”). 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 the
      Company’s completion of a merger, capital stock exchange, asset acquisition or
      other similar business combination and _________, 2009, 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 are not transferable
      separately prior to __________, 2008, subject to earlier separation in the
      discretion of EarlyBirdCapital, Inc. 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 signatures of its duly
      authorized officers.

     

     

    By

    


    


    
      	 	____________________________________ 	
              

            	____________________________________	 
	 	Chairman of the Board	 	Secretary	 
	 	 	 	 	 


    

    


      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CS
      China 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   UNIF
      GIFT
      MIN ACT - _____ Custodian ______

    TEN
      ENT -
 as
      tenants by the
      entireties                                                             
(Cust)            
             (Minor)

    JT
      TEN -
 as
      joint
      tenants with right of survivorship  
      under
      Uniform Gifts to Minors

    and
      not
      as tenants in common    
      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.

            


    

    


    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).