Unassociated Document


    SPECIMEN
      UNIT CERTIFICATE

    


    
      	
              NUMBER

              U-__________

            	
            	
              UNITS

            
	 	 	 
	
              SEE
                REVERSE FOR 

              CERTAIN
                DEFINITIONS

            	
              CHARDAN
                2008 CHINA ACQUISITION CORP.

            	 


    

    


    CUSIP
      G8977T 127

    


    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 $0.0001 per share (the
“Shares”),
      of
      Chardan 2008 China Acquisition Corp., a British Virgin Islands business company
      incorporated with limited liability (the “Company”),
      and
      one warrant (“Warrant”).
      Each
      Warrant entitles the holder to purchase one (1) ordinary share for $5.00 per
      Share (subject to adjustment). The Shares and Warrants comprising the Units
      represented by this certificate shall commence separate trading on the
      10th
      business
      day following the date of the Company’s prospectus relating to its initial
      public offering; provided,
      however,
      that,
      in no event may the Shares and Warrants be traded separately until the Company
      has filed a Form 6-K which includes an audited balance sheet reflecting its
      receipt of the proceeds of its initial public offering of securities. 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.

    


    
      	
               

            	 	
              CHARDAN
                2008 CHINA ACQUISITION CORP.

            	 	 
	
              By:

            	 	 	
              CORPORATE

            	 	
              By:

            	 
	
              Kerry
                Propper

            	 	
              SEAL
                2008

            	 	
              Li
                Gong

            
	
              CHIEF
                EXECUTIVE OFFICER

            	 	
              THE
                BRITISH VIRGIN ISLANDS

            	 	
              SECRETARY

            


    

    


    CONTINENTAL
      STOCK & TRANSFER COMPANY,

    as
      transfer agent and registrar

    


    
      	
              By:

            	 
	
              Steven
                G. Nelson, Chairman

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SPECIMEN
      UNIT CERTIFICATE


     

    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.

     

    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

            	 	
              (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 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).