SPECIMEN UNIT CERTIFICATE

EX-4.1 5 v106066_ex4-1.htm

NUMBER		UNITS
U-___________

SEE REVERSE FOR
CERTAIN
DEFINITIONS

	HAMBRECHT ASIA ACQUISITION CORP.

		CUSIP 406548 206

	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 HAMBRECHT ASIA ACQUISITION CORP., a Cayman Islands corporation (the “Company”), and one warrant (the “Warrant”). Each Warrant entitles the holder to purchase one (1) Ordinary Share for $5.00 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 ____________, 2013, or earlier upon redemption (the “Expiration Date”). The Ordinary Shares and Warrants comprising the Units represented by this certificate may trade separately on the 45^thday 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 the representative allow separate trading of the ordinary share and warrants until the Company files an audited balance sheet with the Securities and Exchange Commission reflecting the Company’s receipt of the gross proceeds of the offering and issues a press release when such separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of _______, 2008, 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

HAMBRECHT ASIA ACQUISITION CORP.

CORPORATE

SEAL

2007

CAYMAN ISLANDS

HAMBRECHT ASIA 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.

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 (i) the Company’s liquidation upon a failure to consummate a business combination (ii) 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 or (iii) 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.