EXHIBIT 4.2
 
NUMBER
 
C
 
   
SHARES
 SEE REVERSE FOR
 CERTAIN DEFINITIONS
 CUSIP__________
 
CHINA GROWTH EQUITY INVESTMENT LTD.
 INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS
 ORDINARY SHARES
 
This Certifies that
   
     
is the owner of
   
     
 
FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES, PAR VALUE OF $.001
 
CHINA GROWTH EQUITY INVESTMENT LTD.
(THE “CORPORATION”)
 
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
 
The Corporation will redeem all ordinary shares, and liquidate and distribute the proceeds held in the trust account and any remaining net assets to its public shareholders if it is unable to complete a business combination by                , 2013 (TWENTY-ONE MONTHS FROM THE DATE OF THE CLOSING OF THE CORPORATION’S INITIAL PUBLIC OFFERING) as more fully described in the Corporation’s final prospectus dated               , 2011.
 
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.
 
   
[Corporate Seal]
   
Secretary
 
Cayman Islands
 
President
 
 
 

 
 
CHINA GROWTH EQUITY INVESTMENT LTD.
 
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 memorandum and articles of association and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (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. 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
         
under Uniform Gifts to Minors
       
of survivorship and not as tenants in common
     
Act
   
                   
(State)
 
Additional abbreviations may also be used though not in the above list.
 
For value received,                                                             hereby sells, assigns and transfers unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
 
(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF
ASSIGNEE(S))
 
                                                                                                                                                                                                                                Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitutes and appoints
 
Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

   
Dated:

NOTICE: THE SIGNATURE(S) 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:
 By
  

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).
 
In each case, as more fully described in the Corporation’s final prospectus dated ______, 2011, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of funds from the trust account only in the event that the Corporation redeems the Ordinary Shares sold in its initial public offering and liquidates and distributes the proceeds held in the trust account and any remaining net assets to its public shareholders because it does not consummate an initial business combination by ___, 2013 (TWENTY-ONE MONTHS FROM THE DATE OF THE CLOSING OF THE CORPORATION’S INITIAL PUBLIC OFFERING), or if the holder(s) seek(s) to redeem for cash his, her or its respective Ordinary Shares in connection with a tender offer (or proxy solicitation, solely in the event the Corporation seeks stockholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.