Unassociated Document


    


    SPECIMEN
      WARRANT CERTIFICATE

    
      	
              NUMBER

              _______-

            	 	
              THIS
                WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW
                YORK

              CITY
                TIME, [four years from the date of the prospectus covering the
                warrants],
                2012

            	 	
              WARRANTS

            


    

    CHARDAN
      2008 CHINA ACQUISITION CORP.

    
      
        	 	
                WARRANT

              	
                CUSIP
                  G8977T 119

              


      

    

     

    THIS
      CERTIFIES THAT,
      for
      value received [•]
      is the
      registered holder of a Warrant or Warrants expiring [four
      years from the date of the prospectus covering the warrants],
      2012
      (the “Warrant”)
      to
      purchase one fully paid and non-assessable ordinary share, par value $0.0001
      per
      share (“Shares”),
      of
      Chardan 2008 China Acquisition Corp., a British Virgin Islands business company
      with limited liability (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 business combination with one or more target businesses,
      and (ii) [one
      year from the date of the prospectus covering the warrants],
      2009,
      such number of the Company’s ordinary shares at the price of $5.00 per share,
      upon surrender of this Warrant Certificate and payment of the Warrant Price
      at
      the office or agency of the Warrant Agent, Continental Stock Transfer &
Trust Company, but only subject to the conditions set forth herein and in the
      Warrant Agreement between the Company and Continental Stock Transfer & Trust
      Company. The Company shall not be obligated to deliver any securities pursuant
      to the exercise of a Warrant and shall have no obligation to settle a Warrant
      exercise unless a registration statement under the Securities Act of 1933,
      as
      amended (the “Act”),
      with
      respect to the Shares is effective, subject to the Company satisfying its
      obligations under Section 7.4 of the Warrant Agreement to use its best efforts.
      In the event that a registration statement with respect to the Shares underlying
      a Warrant is not effective under the Act, the holder of such Warrant shall
      not
      be entitled to exercise such Warrant and such Warrant may have no value and
      expire worthless. In no event will the Company be required to net cash settle
      the warrant exercise. The Warrant Agreement provides that, upon the occurrence
      of certain events, the Warrant Price and the number of 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 Share at which Shares may be purchased at the time the Warrant
      is
      exercised. 

    No
      fraction of a 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 or down
      to the nearest whole number the number of Shares to be issued to such holder.
      

    Upon
      any
      exercise of the Warrant for less than the total number of full 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
      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. 

    This
      Warrant does not entitle the registered holder to any of the rights of a
      shareholder of the Company. 

    The
      Company reserves the right to call the Warrant, in whole and not in part, 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’ written notice of such call at any time
      after the Warrant becomes exercisable, if the last reported sale price of the
      Shares has been at least $10.00 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
      $0.01 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 $0.01
      call
      price.

    


    
      	
               

               
                By:

            	 	 	
              CHARDAN
                2008 CHINA ACQUISITION CORP.

              CORPORATE

            	 	
               

               By:

            	 
	 	
              Kerry
                Propper

              CHIEF
                EXECUTIVE OFFICER

            	 	
              SEAL
                2008

              THE
                BRITISH VIRGIN ISLANDS

            	 	 	
              Li
                Gong

              SECRETARY

            


    

    


    
      	
              CONTINENTAL
                STOCK TRANSFER AND TRUST COMPANY

            
	 
	
              as
                Warrant Agent

            
	
              By:

            	 
	 	
              Steven
                G. Nelson, Chairman

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SPECIMEN
      WARRANT
      CERTIFICATE

    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 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
      constitutes and appoints _________________________________ 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 OR 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.