NUMBER

                U-__________

              	 
      	
                UNITS

              
	 	 	 
	
                SEE
      REVERSE FOR

                CERTAIN
      DEFINITIONS

              	
                CHINA
      RESOURCES DEVELOPMENT INC.

              	 
      


      

    

    


    CUSIP
G2114T 108

    


    UNITS
CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT TO PURCHASE ONE ORDINARY
SHARE

    


    
      	
              THIS
      CERTIFIES THAT 

            	 
      	 
      


    

    


    
      	
              is
      the owner of 

            	 
      	
               Units.

            	 
      


    

    


    Each Unit
(“Unit”) consists of one (1) ordinary share, par value $.001 per share
(“Ordinary Share”), of China Resources Development Inc., a Cayman Islands
corporation (the “Company”), and one warrant (the “Warrants”).  Each
Warrant entitles the holder to purchase one (1) Ordinary Share for $11.50 per
share (subject to adjustment).  Each Warrant will become exercisable
on the Company’s completion of an initial merger, share exchange, asset
acquisition, share purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities (a “Business
Combination”) and will expire unless exercised before 5:00 p.m., New York City
Time, five years after the completion of a Business Combination, or earlier upon
redemption (the “Expiration Date”).  The Ordinary Shares and Warrants
comprising the Units represented by this certificate are not transferable
separately prior to five trading days following the earlier to occur of the
expiration or termination of the underwriters’ over-allotment option in the
Company’s initial public offering or its exercise in full.  The terms
of the Warrants are governed by a Warrant Agreement, dated as of _______, 2011,
between the Company and Continental 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 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 signatures of its duly
authorized officers.

     

    
      
        
          
            
              
                	
                         

                      	 	
                         

                      	 
                              
                        

                      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	By 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	      
                        Chairman
      of the Board

                      	
                      	 	
                        Secretary

                      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    China
Resources Development Inc.

    


    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 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:

     

    
      	 
      	
              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).