Unassociated Document


    SPECIMEN
      ORDINARY SHARE CERTIFICATE

     

    
      	
              NUMBER

            	
              SHARES

            


    

    


    _____C

     

    CHARDAN
      2008 CHINA ACQUISITION CORP.

     

    INCORPORATED
      UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS

     

    ORDINARY
      SHARE

     

    SEE
      REVERSE FOR

    CERTAIN
      DEFINITIONS

     

    This
      Certifies that____________________________________________________________
      CUSIP
      G8977T 101

     

    is
      the owner
      of_______________________________________________________________

     

    FULLY
      PAID AND NON-ASSESSABLE ORDINARY SHARES OF PAR VALUE OF $0.0001 EACH
      OF

     

    CHARDAN
      2008 CHINA ACQUISITION CORP.

     

    transferable
      by entry in the register of members of the Company upon surrender of this
      certificate properly endorsed. The Company will be liquidated and dissolved
      if
      it is unable to complete a business combination by ________ or ________ as
      more
      fully described in the Company’s final prospectus dated ______ __, 2008. This
      certificate is not valid unless countersigned by the Transfer Agent and
      registered by the Registrar. Witness the facsimile seal of the Company and
      the
      facsimile signatures of its duly authorized officers.

     

    Dated:

     

    
      	
               

              By:__________________________________

              Kerry
                Propper

              CHIEF
                EXECUTIVE OFFICER

            	
              CHARDAN
                2008 CHINA ACQUISITION CORP.

              CORPORATE

              SEAL
                2008

              THE
                BRITISH VIRGIN ISLANDS

            	
               

              By:__________________________________

              Li
                Gong

              SECRETARY

            


    

    


    CONTINENTAL
      STOCK & TRANSFER COMPANY,

    as
      transfer agent and registrar

    


    By:_______________________________

         
      Steven G. Nelson, Chairman 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SPECIMEN
      ORDINARY SHARE CERTIFICATE

     

    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 Act of _________________

            
	 	
              and
                not as tenants in common

            	 


    

     

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

     

    CHARDAN
      2008 CHINA ACQUISITION CORP.

     

    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 shares or series thereof of the Company and
      the
      qualifications, limitations, or restrictions of such preferences and/or rights.
      This certificate and the securities represented hereby are issued and shall
      be
      held subject to all the provisions of the memorandum and articles of association
      and all amendments thereto and resolutions of the board of directors providing
      for the issue of preferred shares (copies of which may be obtained from the
      secretary of the Company), to all of which the holder of this certificate by
      acceptance hereof assents.

     

    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)

     

    
      

    

     

     

    
      

    

     

     

    
      

    

    
    

     

    _______________________________________________________________________________________ ordinary

    shares
      represented
      by the within Certificate, and do hereby irrevocably constitute and
      appoint

    


    ____________________________________________________________________________________________

    Attorney
      to
      transfer the said ordinary shares on the books of the within named Company
      with
      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 SEC 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 failure to
      consummate a business combination (ii) if the holder seeks to redeem his
      respective shares for cash upon an extension of the period of time to complete
      a
      business combination to 36 months which he voted against, or (iii) the
      completion of a business combination which is approved by the shareholders
      of the Company as set forth in the Company ’s prospectus which he voted against
      and which the holder seeks redemption for his shares. In no other circumstances
      shall the holder have any right or interest of any kind in or to the trust
      account.