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          NUMBER                                                    UNITS
   U-
     -----------------

    SEE REVERSE FOR            CHARDAN CHINA ACQUISITION CORP.
   CERTAIN DEFINITIONS


                                                        CUSIP
                                                             -------------------

     UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS EACH TO
                       PURCHASE ONE SHARE OF COMMON STOCK

   THIS CERTIFIES THAT
                      ----------------------------------------------------------

   is the owner of
                  ------------------------------------------------------- Units.

   Each Unit ("Unit") consists of one (1) share of common stock, par value
   $.0001 per share ("Common Stock"), of Chardan China Acquisition Corp., a
   Delaware corporation (the "Company"), and two warrants (the "Warrants").
   Each Warrant entitles the holder to purchase one (1) share of Common Stock
   for $5.00 per share (subject to adjustment). Each Warrant will become
   exercisable on the later of the Company's completion of a business
   combination or ______________, 2005 and will expire unless exercised before
   5:00 p.m., New York City Time, on ____________, 2008, or earlier upon
   redemption (the "Expiration Date"). The Common Stock and Warrants
   comprising the Units represented by this certificate are not transferable
   separately prior to __________, 2004, subject to earlier separation in the
   discretion of EarlyBirdCapital, Inc. The terms of the Warrants are governed
   by a Warrant Agreement, dated as of _______, 2004, between the Company and
   American 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 59 Maiden Lane, New York, New York 10038, 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 signature of
   its duly authorized officers.


   By

                 [CHARDAN CHINA ACQUISITION CORP. LOGO OMITTED]


       -----------------------                         -------------------------
        Chairman of the Board                          Secretary




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                         CHARDAN CHINA ACQUISITION CORP.

         The Company will furnish without charge to each stockholder who so
requests, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock 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:

<TABLE>
<CAPTION>
<S>                                                             <C>
         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
                     and not as tenants in common                              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)

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------- 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 will 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
S.E.C. RULE 17Ad-15.


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