NEW ASIA PARTNERS CHINA I CORPORATION

SEE REVERSE FOR CERTAIN DEFINITIONS

 

THIS CERTIFIES THAT _________________________________________________________________ is the owner of _________________________________________________________ Units.

 

Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of New Asia Partners China I Corporation, a Delaware corporation (the “Company”), and one warrant (the “Warrant”). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $5.00 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination and (ii) __________, 2009, and will expire unless exercised before 5:00 p.m., New York City Time, on ______, 2013, or earlier upon redemption (the “Expiration Date”). The Common Stock and Warrants constituting the Units represented by this certificate are not transferable separately prior to ______, 2008, subject to earlier separation. 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 signatures of its duly authorized officers.

 

NEW ASIA PARTNERS CHINA I CORPORATION

CORPORATE

SEAL

DELAWARE

CHAIRMAN		SECRETARY

Countersigned:

 

Transfer Agent and Registrar

 

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 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 with 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-I5).