Exhibit 4.2


 





[Form of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE

WARRANT AGREEMENT DESCRIBED BELOW


 


New Frontier Health Corporation


Incorporated Under the Laws of the Cayman
Islands


 


CUSIP G6461G 114


 


Warrant Certificate


 


This Warrant Certificate
certifies that              , or registered assigns, is the registered holder of warrants (the “Warrants”) to purchase
Ordinary Shares, $0.0001 par value (the “Ordinary Shares”), of New Frontier Health Corporation, a Cayman Islands
exempted company (the “Company”). Each whole Warrant entitles the holder, upon exercise during the Exercise
Period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
Ordinary Shares (each, a “Warrant”) as set forth below, at the exercise price (the “Exercise Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided
for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise
Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Each whole Warrant
is initially exercisable for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise
of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share,
the Company will, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant
holder. The number of the Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of
certain events set forth in the Warrant Agreement.


 


The initial Exercise Price per Ordinary
Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void.


 


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 




     


     


    

 


	 	NEW FRONTIER HEALTH CORPORATION
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST
	 	COMPANY as Warrant Agent
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




     


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on
exercise to receive Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of
             (the “Warrant Agreement”), duly
executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a
part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be
obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not
defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement
provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon the exercise of the Warrants set
forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would
be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest
whole number of Ordinary Shares to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at
the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or 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 evidencing
in the aggregate a like number of Warrants.


 


Upon due presentation
for registration of transfer of this Warrant Certificate at the office 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(s) in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or
other governmental charge imposed in connection therewith.


 


The Company and the
Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) 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 holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of
the Company.


 




     


     


    

 


 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned
hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to
receive                 Ordinary Shares and
herewith tenders payment for such Ordinary Shares to the order of New Frontier Health Corporation (the “Company”)
in the amount of $                 in accordance
with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of
                 whose address is
               

                and that such Ordinary Shares be
delivered to
               
 whose address
is
               
                . If said number of shares is less
than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of such Ordinary Shares be registered in the name of
               , whose address is
               
               
and that such Warrant
Certificate be delivered to
               , whose address is
               
               
..


 


In the event that the
Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has
required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant
is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant is a Private
Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant
Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement.


 


In the event that the
Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number
of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant
Agreement.


 


In the event
that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number
of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of
the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following:
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the
cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all
of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a
new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of
               , whose address is
               
                and that such Warrant Certificate
be delivered to
               , whose address is
               
               .


 


[Signature Page Follows]


 




     


     


    

 


 


	Date:                          , 20          	   
	 	(Signature)
	 	 
	 	 
	 	 
	 	(Address)
	 	 __________________________________________________
	 	(Tax Identification Number)


 


	Signature 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (OR ANY SUCCESSOR RULE).