NUMBER

              	 
      	
                SHARES

              
	
                ______C

              	 
      	 
      
	 	 	 
	 
      	
                CHINA
      RESOURCES DEVELOPMENT INC.

              	 
      
	 
      	 
      	 
      
	 
      	
                INCORPORATED
      UNDER THE LAWS OF THE CAYMAN ISLANDS

              	 
      
	 
      	 
      	 
      
	 
      	
                ORDINARY
      SHARES

              	 
      


      

    

     

    SEE
REVERSE FOR

    CERTAIN
DEFINITIONS

    


    
      	 
      	
              This
      Certifies that

            	
              CUSIP
      G2114T 124

            
	 
      	 
      	 
      
	 
      	
              is
      the owner of

            	 
      


    

     

    FULLY
PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $.001 EACH
OF

     

    CHINA
RESOURCES DEVELOPMENT INC.

     

    transferable
on the books of the Company in person or by duly authorized attorney upon
surrender of this certificate properly endorsed.

    The
Company will be forced to liquidate if it is unable to complete an initial
business combination within twenty four months from the closing of the Company’s
initial public offering, all as more fully described in the Company’s final
prospectus dated ________, 2011

    This
certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.

    Witness
the facsimile seal of the Company and the facsimile signatures of its duly
authorized officers.

     

    Dated:

     

    
      	
               

            	 	
               

            	 
                    
              


            	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	      
                    
                CHAIRMAN

              

            	
            	 	
              SECRETARY

            
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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.

     

    China
Resources Development Inc.

     

    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 stock
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 Memorandum and Articles of Association and all amendments
thereto and resolutions of the Board of Directors providing for the issue of
Preferred Shares (copies of which may be obtained from the secretary of the
Company), to all of which the holder of this certificate by acceptance hereof
assents.

     

    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

              


      

      of
the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

       

      
        	 
      	
                Attorney  

              


      

      to
transfer the said stock 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).

                	 
      


        

      

    

    


    The
holder of this certificate shall be entitled to receive funds from the trust
fund only in the event of the Company’s liquidation upon failure to consummate a
business combination, if the holder seeks to sell his shares to the Company
prior to the consummation of a business combination or if the holder seeks to
convert or sell his respective shares upon consummation of such business
combination.  In no other circumstances shall the holder have any
right or interest of any kind in or to the trust fund.