-- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing



Exhibit 4.3


SPECIMEN WARRANT CERTIFICATE

			
	
NUMBER
		 
		
WARRANTS
	
	
__________-
		 
		 

	



(SEE REVERSE SIDE FOR LEGEND) 

(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. 

NEW YORK CITY TIME, __________, 2012 



CHINA HOLDINGS ACQUISITION CORP. 


CUSIP


WARRANT 


THIS CERTIFIES THAT, for value received 


is the registered holder of a Warrant or Warrants expiring ________, 2012 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.001 per share
(“Shares”), of CHINA HOLDINGS ACQUISITION CORP., a Delaware 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 business combination with one or more target business or (ii) one (1) year from the date of the prospectus covering the Warrants, such number of Shares of the Company at the price of $7.50 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 (such payment to be made by check made payable to the Warrant Agent), but
only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company dated ______, 2007. 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 Common Stock underlying the Warrants is
effective, and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Warrant holders or in the opinion of counsel to the Company, the exercise of the Warrants is exempt
from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides, 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 Common Stock 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, upon exercise of a Warrant, a holder would be entitled to receive a fractional interest in a Share, the Company will,
upon exercise, round up to the nearest whole number the number of shares of common stock to be issued to the warrant 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 his 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 exercise, with 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 equals or exceeds $14.25 per share on each of 20 trading
days within a 30 trading day period ending on the third business day prior to
the date on  which notice of such call is given and a registration statement
covering the Shares issuable upon exercise of the Warrant is effective and
current at the time notice is given and throughout the 30 day notice period.
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
		 
		
Chief Executive Officer
	




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 shares of Common Stock 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)
	
	 





2 








		
	 	 
	
      (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)
	





3 









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 AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
SEC RULE 17Ad-15.) 


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