SPECIMEN
SUBUNIT CERTIFICATE

    


    
      	
              NUMBER

            	
              SUBUNITS

            


    

     

    SU-________

     

    SEE
REVERSE FOR CERTAIN DEFINITIONS

     

    S.E. ASIA
EMERGING MARKET CO., LTD

     

    CINS
[   ]       

     

    SUBUNIT
CONSISTING OF ONE ORDINARY SHARE AND

    ONE CLASS
B WARRANT TO PURCHASE ONE ORDINARY SHARE

    


    
      	
              THIS
      CERTIFIES

              THAT

            	
               
      __________________________________________________________________________

               

            
	
              is
      the owner

              of

            	
               
      __________________________________________________________________________

               

            	
              Subunits.

            


    

    


    Each
Subunit consists of one ordinary share (“Ordinary Share”), no par value, of S.E.
ASIA EMERGING MARKET CO., LTD, a company organized under the laws of the British
Virgin Islands with limited liability (the “Company”) and one Class B warrant
(“Class B Warrant”).

    


    Each
Class B Warrant entitles the holder to purchase one (1) Ordinary Share for $3.00
per share (subject to adjustment). Each Class B Warrant will become exercisable
on the 10th day following the completion of a Business Combination, and will
expire unless exercised on the earlier of (i) 5:00 p.m., New York City time on
[●], 2015 [FIVE YEARS FROM THE DATE OF THE FINAL PROSPECTUS RELATING TO THE
COMPANY’S INITIAL PUBLIC OFFERING]; (ii) ________, 2012, in the event an initial
Business Combination is not consummated by such time; or (iii) earlier upon
redemption (the “Expiration Date”).  The Class B Warrants included in
this Unit will not become exercisable and will expire worthless in the event the
Company fails to consummate a Business Combination within 24 months of the date
of the final prospectus relating to the Company’s initial public offering. The
Ordinary Shares and the Class B warrants will begin separate trading on the 10th
business day following the Company’s Business Combination.

    


    The terms
of the Class B Warrants are subject to and qualified in their entirety by that
certain Warrant Agreement, dated as of [●], 2010, between the Company and
Continental Stock Transfer & Trust Company, as Warrant Agent, 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 signature of its duly
authorized officers.

    


    [S.E.
ASIA EMERGING MARKET CO., LTD]

    


    COUNTERSIGNED
AND REGISTERED:

    CONTINENTAL
STOCK TRANSFER & TRUST COMPANY

    TRANSFER
AGENT AND REGISTRAR

    BY:

    AUTHORIZED
OFFICER

    


    By

    


    (SIGNATURE)

    CHIEF
EXECUTIVE OFFICER

    


    (SEAL)

    


    (SIGNATURE)

    SECRETARY

    


    [REVERSE
OF CERTIFICATE]

    


    S.E. ASIA
EMERGING MARKET CO., LTD

    


    The Company will furnish without charge
to each shareholder who so requests, a statement of 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 Subunits represented hereby are issued and shall be held
subject to the terms and conditions applicable to the securities underlying and
comprising the Subunits, including, as applicable, the Memorandum and Articles
of Association of the Company and all amendments thereto, the Warrant Agreement
and resolutions of the Board of Directors providing for the issue of securities
(copies of which may be obtained from the Secretary of the Company), to all of
which the holder(s) 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(s), assign(s) and transfer(s)
unto

    


    PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S)

    


    
      
        	 
      
	
                (PLEASE
      PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF
      ASSIGNEE(S))

              
	 
      
	 
      
	 
      
	 
      
	
                Units
      represented by the within Certificate, and hereby irrevocably
      constitute(s) and appoint(s)

              
	 
      
	
                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(s) to this assignment must correspond with the name(s) as written upon
the face of the certificate in every particular, without alteration or
enlargement or any change whatever.

    


    Signature(s)
Guaranteed:

    


    By
___________________

    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(s) of this certificate shall be entitled to receive a pro-rata portion of
funds from the trust account only in the event that the Company liquidates the
trust account because it does not consummate a Business Combination by [●] [24
MONTHS FROM THE DATE OF THE FINAL PROSPECTUS RELATING TO THE COMPANY’S INITIAL
PUBLIC OFFERING]. In no other circumstances shall the holder(s) have any right
or interest of any kind in or to the trust account.