SPECIMEN SERIES A SHARE CERTIFICATE


 


	NUMBER	SHARES


_________A


 


CHARDAN METROPOL ACQUISITION CORP.


 


INCORPORATED UNDER THE LAWS OF THE BRITISH
VIRGIN ISLANDS


 


SERIES A SHARES


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


	THIS CERTIFIES THAT	CUSIP ____________
	 	 
	IS THE OWNER OF	 


 


FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES
OF


THE PAR VALUE OF $0.0001 EACH OF


CHARDAN METROPOL ACQUISITION CORP.


 


transferable in accordance with the Articles
of Association of the Company, as amended. Capitalized terms not otherwise defined shall have the meanings assigned to them in
the Company’s Amended and Restated Memorandum and Articles of Association. The Series A Shares will be automatically consolidated
with all other classes of the Company’s Ordinary Shares upon consummation of its initial Acquisition Transaction, provided
that the Company has not elected to grant its public shareholders their redemption rights by means of a Post-Acquisition Tender
Offer, in which case the Series A Shares will automatically be converted to Series B Shares immediately following consummation
of the Acquisition Transaction. Public shareholders who hold Series B Shares will be entitled to participate in the Post-Acquisition
Tender Offer by tendering their Series B Shares in accordance with the instructions included in the Schedule TO and related tender
offer documents to be filed with the SEC. The Series B Shares will be automatically consolidated with all other classes of the
Company’s Ordinary Shares upon consummation of its Post-Acquisition Tender Offer. The Company will be forced to liquidate
if it is unable to complete an Acquisition Transaction by ________, or if it is unable to commence or complete a Post-Acquisition
Tender Offer by ________ or _________ respectively, all as more fully described in the Company’s final prospectus dated _______,
2012. Public shareholders who hold Series A Shares or Series B Shares will have their shares automatically converted into the right
to receive a pro rata portion of the Trust Account in the event of such liquidation. This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar. Witness the seal of the Company and the facsimile signatures of its duly
authorized officers.


 


Dated:


 


	 	 	 
	Chief Executive Officer	 	Secretary


 


CHARDAN METROPOL ACQUISITION CORP.


CORPORATE


SEAL 2012


BRITISH VIRGIN ISLANDS


 



    	 



    	 



    

 


CHARDAN METROPOL 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 share or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of
the Amended and Restated Memorandum and Articles of Association of the Company and all amendments thereto and resolutions of the
Board of Directors providing for the issue of Series A Shares (copies of which may be obtained from the secretary of the Corporation),
to all of which the holder of this certificate by acceptance hereof assents.


 


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 


TEN ENT  -  as tenants by the entireties 


JT TEN  -  as joint tenants with right of survivorship 


and not as tenants in common


  





	UNIF GIFT MIN ACT -	 	    Custodian 	 	 
	 	(Cust)	 	(Minor)	 
	 	under Uniform Gifts to Minors
	 	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)
	 
	 
	 	shares
	represented by the within Certificate, and do hereby irrevocably constitute and appoint
	 	Attorney
	to transfer the said share on the books of the within named Corporation will full power of substitution in the premises.
	 	 	 


 


	Dated	 	 	 


 



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	 	 	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) MUST 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).
	 
	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 a failure to consummate an Acquisition Transaction within the allotted time, (ii) liquidation of the trust account upon a failure to commence or consummate a Post-Acquisition Tender Offer within the allotted time, or (iii) if the holder seeks to convert his respective shares into cash in connection with an Acquisition Transaction which is actually consummated.  In no other circumstances shall the holder have any right or interest of any kind in or to the trust account.


 



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