EXHIBIT
        4.3

       

      
        	
                NUMBER

                 

                ________-

                 

              	 	
                (SEE
                  REVERSE SIDE FOR LEGEND)

                 

                THIS
                  WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK
                  CITY
                  TIME, __________, 2011

                 

              	 	
                WARRANTS

                 

              


      

      CHINA
        FORTUNEACQUISITION CORP.

      CUSIP
        _______

      WARRANT

      


      THIS
        CERTIFIES THAT, for value received  

      


      is
        the
        registered holder of a Warrant or Warrants expiring ________, 2011 (the
“Warrant”) to purchase one fully paid and non-assessable Ordinary Share, par
        value $.0001 per share (“Shares”), of China Fortune Acquisition Corp., a Cayman
        Islands corporation (the “Company”), for each Warrant evidenced by this Warrant
        Certificate. The Warrant entitles the holder thereof to purchase from the
        Company, commencing on the later of (i) the Company’s completion of a merger,
        capital stock exchange, asset acquisition or other similar business combination
        and (ii) ______________, 2008, such number of Shares of the Company at the
        price
        of $6.00 per share, upon surrender of this Warrant Certificate and payment
        of
        the Warrant Price at the office or agency of the Warrant Agent, Continental
        Stock Transfer & Trust Company, but only subject to the conditions set forth
        herein and in the Warrant Agreement between the Company and Continental Stock
        Transfer & Trust Company. The Company shall not be obligated to deliver any
        securities pursuant to the exercise of a Warrant and shall have no obligation
        to
        settle a Warrant exercise unless a registration statement under the Securities
        Act of 1933, as amended, (the “Act”) with respect to the Ordinary Shares is
        effective, subject to the Company satisfying its obligations under Section
        7.4
        of the Warrant Agreement to use its best efforts. In the event that a
        registration statement with respect to the Ordinary Shares underlying a Warrant
        is not effective under the Act, the holder of such Warrant shall not be entitled
        to exercise such Warrant and such Warrant may have no value and expire
        worthless. In no event will the Company be required to net cash settle the
        warrant exercise. The Warrant Agreement provides that upon the occurrence
        of
        certain events the Warrant Price and the number of Warrant Shares purchasable
        hereunder, set forth on the face hereof, may, subject to certain conditions,
        be
        adjusted. The term Warrant Price as used in this Warrant Certificate refers
        to
        the price per Share at which Shares may be purchased at the time the Warrant
        is
        exercised.

      No
        fraction of a Share will be issued upon any exercise of a Warrant. If the
        holder
        of a Warrant would be entitled to receive a fraction of a Share upon any
        exercise of a Warrant, the Company shall, upon such exercise, round up to
        the
        nearest whole number the number of Shares to be issued to such
        holder.

      Upon
        any
        exercise of the Warrant for less than the total number of full Shares provided
        for herein, there shall be issued to the registered holder hereof or the
        registered holder’s assignee a new Warrant Certificate covering the number of
        Shares for which the Warrant has not been exercised.

      Warrant
        Certificates, when surrendered at the office or agency of the Warrant Agent
        by
        the registered holder hereof in person or by 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 and evidencing
        in the
        aggregate a like number of Warrants.

      Upon
        due
        presentment for registration of transfer of the Warrant Certificate at the
        office or agency 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 in exchange for this Warrant
        Certificate, subject to the limitations provided in the Warrant Agreement,
        without charge except for any applicable tax or other governmental
        charge.

      The
        Company and the Warrant Agent may deem and treat the registered holder as
        the
        absolute owner 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 registered holder, and for all
        other
        purposes, and neither the Company nor the Warrant Agent shall be affected
        by any
        notice to the contrary.

      This
        Warrant does not entitle the registered holder to any of the rights of a
        stockholder of the Company.

      The
        Company reserves the right to call the Warrant at any time prior to its
        exercisewith a notice of call in writing to the holders of record of the
        Warrant, giving 30 days’ notice of such call at any time after the Warrant
        becomes exercisable if the last sale price of the Shares has been at least
        $11.50 per share on each of 20 trading days within any 30 trading day period
        ending on the third business day prior to the date on which notice of such
        call
        is given. The call price of the Warrants is to be $.01 per Warrant. Any Warrant
        either not exercised or tendered back to the Company by the end of the date
        specified in the notice of call shall be canceled on the books of the Company
        and have no further value except for the $.01 call price.

       

      By

      


      __________________________________________    ____________________________________________

      Secretary                                                                                                              
        Chairman
        of the Board

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      SUBSCRIPTION
        FORM

      To
        Be
        Executed by the Registered Holder in Order to Exercise Warrants

      


      The
        undersigned Registered Holder irrevocably elects to exercise
        ______________ Warrants represented by this Warrant Certificate, and to
        purchase the Ordinary Shares issuable upon the exercise of such Warrants,
        and
        requests that Certificates for such shares shall be issued in the name
        of

       

      


      
        	
                (PLEASE
                  TYPE OR PRINT NAME AND ADDRESS)

              
	   

	      
                


      

      (SOCIAL
        SECURITY OR TAX IDENTIFICATION NUMBER)

       

      and
        be
        delivered to
        _________________________________________________________________________________________________________________

      (PLEASE
        PRINT OR TYPE NAME AND ADDRESS)

      


      and,
        if
        such number of Warrants shall not be all the Warrants evidenced by this Warrant
        Certificate, that a new Warrant Certificate for the balance of such Warrants
        be
        registered in the name of, and delivered to, the Registered Holder at the
        address stated below:

      


      Dated:
        _____________________

      ___________________________________________

      (SIGNATURE)

      ___________________________________________

      (ADDRESS)

      ___________________________________________

       

      ___________________________________________

      (TAX
        IDENTIFICATION NUMBER)

      


      ASSIGNMENT

      To
        Be
        Executed by the Registered Holder in Order to Assign Warrants

      


      For
        Value
        Received, _______________________ hereby sell, assign, and transfer unto
        

       

      


      
        	
                (PLEASE
                  TYPE OR PRINT NAME AND ADDRESS)

              
	    

	       

	        
                


      

      (SOCIAL
        SECURITY OR TAX IDENTIFICATION NUMBER)

       

      and
        be
        delivered to 

      (PLEASE
        PRINT OR TYPE NAME AND ADDRESS)

      


      ______________________
        of the Warrants represented by this Warrant Certificate, and hereby irrevocably
        constitute and appoint _________________________________ Attorney to transfer
        this Warrant Certificate on the books of the Company, with full power of
        substitution in the premises.

      


      Dated:
        _________________________   _________________________________

      (SIGNATURE)

      


      The
        signature to the assignment of the Subscription Form must correspond to the
        name
        written upon the face of this Warrant Certificate in every particular, without
        alteration or enlargement or any change whatsoever, and must be guaranteed
        by a
        commercial bank or trust company or a member firm of the American Stock
        Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
        Exchange.