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



Exhibit 4.2




SPECIMEN COMMON STOCK CERTIFICATE

			
	
NUMBER
		 
		
SHARES
	
	
_________C
		 
		 

	



CHINA HOLDINGS ACQUISITION CORP. 



INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 



COMMON STOCK 


SEE REVERSE FOR 

CERTAIN DEFINITIONS 

	THIS CERTIFIES THAT	CUSIP 



IS THE OWNER OF 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF 

$.001 EACH OF THE COMMON STOCK OF 



CHINA HOLDINGS ACQUISITION CORP. 


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

Corporation will be forced to liquidate if it is
unable to complete a business combination by _________ or ________, all as more fully described in the 

Corporation’s
final prospectus dated _______, 2007. This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar. 

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


Dated: 





			
	
Chief Executive Officer
		 
		
Secretary
	




CHINA HOLDINGS ACQUISITION CORP. 

CORPORATE 

SEAL 2007 

DELAWARE 











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. 



CHINA HOLDINGS ACQUISITION CORP. 


     The Corporation will furnish without charge to each stockholder 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 Corporation 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 Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), 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 Corporation will full power of substitution in the premises.	 





	Dated 	 	 	 



	 
		 
	 

		 
	 
	 





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	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). 


The holder of this certificate shall be entitled to receive funds from the trust account only in the event of the Company’s liquidation upon a failure to consummate a business combination or if the holder seeks to
convert his respective shares into cash upon an extension of the period of time to complete a business combination to 36 months which he voted against and which is approved by the shareholders of the Company as set forth in the Company’s
prospectus and upon a business combination which he voted against and which is actually completed by the Company. In no other circumstances shall the holder have any right or interest of any kind in or to the trust account. 


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