NUMBER                                                  SHARES

______C

                       CHINA OPPORTUNITY 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 $.0001
                          EACH OF THE COMMON STOCK OF

                       CHINA OPPORTUNITY 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
  within 24 months from the consummation of its initial public offering all as
more fully described in the Corporation's final prospectus dated ________, 2006
  This certificate is not valid unless countersigned by the Transfer Agent and
 registered by the Registrar. Witness the facsimile seal of the Corporation and
           the facsimile signatures of its duly authorized officers.

      Dated:


_________________________            [LOGO]            _________________________
CHAIRMAN                           [DELAWARE]          SECRETARY




      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     UNIF GIFT MIN ACT - ____ Custodian ____
      TEN ENT - as tenants by the entireties                 (Cust)      (Minor)
      JT TEN -  as joint tenants with right of     under Uniform Gifts to Minors
                survivorship and not as            Act ______________
                tenants in common                         (State)

     Additional Abbreviations may also be used though not in the above list.

                       CHINA OPPORTUNITY 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 _________________

                         _______________________________________________________
                         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-15).

The holder of this certificate shall be entitled to receive funds from the trust
fund only in the event of the Company's liquidation upon failure to consummate a
business combination or if the holder seeks to convert his respective shares
into cash 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 fund.