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




Exhibit 4.1



SPECIMEN UNIT CERTIFICATE 

							
	
          NUMBER
		 
		 

		 
		 

		 
		
UNITS
	
	
U-___________
		 
		 

		 
		 

		 
		 

	
	 

	
	
SEE REVERSE FOR
		 
		 

		 
		 

		 
		 

	
	
CERTAIN
		 
		 

		 
		 

		 
		 

	
	
DEFINITIONS
		 
		 

		 
		 

		 
		 

	
	 

	
	 

		 
		
CHINA HOLDINGS ACQUISITION CORP.
		 
		 

		 
		 

	
	 

	
	 

		 
		 

		 
		
CUSIP
		 
		 

	



UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT

EACH TO PURCHASE ONE SHARE OF COMMON STOCK 


			
	
   THIS CERTIFIES THAT
		 

		 
	
   is the owner of
		 
	Units.




Each Unit (“Unit”) consists of one (1) share of common stock, par value $.001 per share (“Common Stock”), of CHINA HOLDINGS ACQUISITION CORP., a Delaware corporation (the “Company”), and
one warrant (the “Warrant”). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $7.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) the Company’s completion
of an initial business combination with one or more target business or (ii) one (1) year from the date of the prospectus covering the Warrants and will expire unless exercised before 5:00 p.m., New York City Time, on ____________, 2012, or
earlier upon redemption (the “Expiration Date”). The Common Stock and Warrant comprising the Units represented by this certificate may trade separately on the 35th  day after the date of the prospectus unless the representative of the underwriters determines that an earlier date is acceptable; provided, however, in no event will Citigroup Global Markets Inc. allow separate trading of the common
stock and warrants until the Company files an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering and a press release announcing when such separate trading will begin. The terms of the Warrants are
governed by a Warrant Agreement, dated as of _______, 2007, 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 signature of its duly authorized officers. 

						
	
By
		 
		 

		 	 
		 

	
	 

		 
		
Chief Executive Officer
		 	 
		
Secretary
	





CHINA HOLDINGS ACQUISITION CORP. 

CORPORATE 

SEAL 

2007 

DELAWARE 











CHINA HOLDINGS ACQUISITION CORP.



The Company will furnish without charge to each stockholder 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
	 	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, 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.











 


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Signature(s) Guaranteed:





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). 


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