SPECIMEN SERIES B SHARE CERTIFICATE


 


	NUMBER	SHARES 


_________B


 


CHARDAN METROPOL ACQUISITION CORP.


 


INCORPORATED UNDER THE LAWS OF THE BRITISH
VIRGIN ISLANDS


 


SERIES B 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.  Public shareholders who
hold Series B Shares will be entitled to participate in a 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 B
Shares will have their shares of Series B 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 shares 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 B 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.


 



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	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) 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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