Unassociated Document


    Investment
      Management Trust Agreement

     

    This
      Investment Management Trust Agreement (this “Agreement”)
      is
      made as of [●], 2008 by and between ASM Acquisition Company Limited (the
“Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”).

     

    WHEREAS,
      the Company’s Registration Statement on Form F−1, No. 333-148549 (the
“Registration
      Statement”),
      relating to the Company’s initial public offering of securities (“IPO”)
      has
      been declared effective as of the date hereof by the Securities and Exchange
      Commission (the “Effective
      Date”);

     

    WHEREAS,
      UBS Securities LLC is acting as the representative (the “Representative”)
      of the
      underwriters (collectively, the “Underwriters”)
      in the
      IPO;

     

    WHEREAS,
      the Company will complete a private placement of 4,550,000 warrants at a price
      of $1.00 per warrant (the “Private
      Placement”)
      immediately prior to the completion of the IPO;

     

    WHEREAS,
      as described in the Registration Statement, and in accordance with the Company’s
      Amended and Restated Articles of Association, $148,500,000 of the net proceeds
      of the IPO and the Private Placement ($170,212,500 if the Underwriters’
over-allotment option is exercised in full), including $5,250,000 for deferred
      underwriting discounts and commissions ($6,037,500 if the Underwriters’
over-allotment option is exercised in full), will be delivered to the Trustee
      to
      be deposited and held in a trust account for the benefit of the Company and
      the
      holders of the Company’s ordinary shares, par value $0.001, issued in the IPO.
      The amount to be delivered to the Trustee will be referred to herein as the
      “Property,”
and
      the parties for whose benefit the Trustee shall hold the Property will be
      referred to together with the Company as the “Beneficiaries”;

     

    WHEREAS,
      pursuant to the Underwriting Agreement, a portion of the Property equal to
      $5,250,000 ($6,037,500, if the Underwriters’ over-allotment option is exercised
      in full) (or the amount specified in a notice pursuant to paragraph 2(d) hereof)
      is attributable to deferred underwriting commissions that will become payable
      by
      the Company to the Underwriters upon the consummation of an initial business
      combination (as that term is defined in the Registration Statement, an
“Initial
      Business Combination”)
      (the
“Deferred
      Discount”);
      and


     

    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property.

     

    NOW,
      THEREFORE, in consideration of the premises herein contained and other good
      and
      valuable consideration, the sufficiency of which is hereby acknowledged, the
      parties agree as follows:

     

    1.  Agreement
      and Covenants of Trustee 

     

    The
      Trustee hereby agrees and covenants to:

     

    (a)  Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement in a segregated trust account (the “Trust
      Account”)
      established by the Trustee at a branch of [_________________] selected by the
      Trustee;

     

    (b)  Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)  In
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in United States “government securities” within the meaning of Section
      2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days
      or
      less or in any open ended investment company registered under the Investment
      Company Act of 1940 that holds itself out as a money market fund, selected
      by
      the Company meeting the condition of paragraphs (c)(2), (c)(3) and (c)(4) of
      Rule 2a-7 promulgated under the Investment Company Act of 1940;

     

    (d)  Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the Property, as such term is used herein;

     

    (e)  Promptly
      notify the Company and the Underwriters of all communications received by it
      with respect to any Property requiring action by the Company;

     

    (f)  Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of the tax returns for the Trust
      Account;

     

    (g)  Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company and/or
      the
      Underwriters to do so;

     

    (h)  Render
      to
      the Company and to the Underwriters, and to such other person as the Company
      may
      instruct, monthly written statements of the activities of and amounts in the
      Trust Account reflecting all receipts and disbursements of the Trust Account;
      

     

    (i)  Commence
      liquidation of the Trust Account only after receipt of and only in accordance
      with the terms of a letter (the “Termination
      Letter”),
      in a
      form substantially similar to that attached hereto as either Exhibit A or
      Exhibit B, signed on behalf of the Company by its Chief Executive Officer or
      Chairman or other authorized officer, and complete the liquidation of the Trust
      Account and distribute the Property in the Trust Account only as directed in
      the
      Termination Letter and the other documents referred to therein; provided,
      however, that in the event that a Termination Letter has not been received
      by
      the Trustee by the Last Date (as defined in paragraph 2(g) below), the Trust
      Account shall be liquidated in accordance with the procedures set forth in
      the
      Termination Letter attached as Exhibit B hereto and distributed to the
      stockholders of record on the Last Date; and

     

    (j)  Distribute
      the funds as directed in any Tax Disbursement Letter, Disbursement Letter or
      Quarterly Distribution Certificate (each as defined in paragraph 3(a) below)
      and
      any other documents referred to therein, and distribute, upon receipt of an
      Extension Notification Letter (as defined in paragraph 2(g) below), to the
      Company’s shareholders who exercised their redemption rights in connection with
      the Extension (as defined in paragraph 2(g) below) an amount equal to their
      pro
      rata share of the amounts in the Trust Account relating to the shares for which
      such shareholders have exercised redemption rights in connection with a vote
      of
      shareholders for the Extension, in each case in accordance with paragraph 3
      below.

     

    2.  Agreements
      and Covenants of the Company

     

    The
      Company hereby agrees and covenants to:

     

    (a)  Give
      all
      instructions to the Trustee hereunder in writing, signed by the Company’s Chief
      Executive Officer or one of its Co-Chief Investment Officers. In addition,
      except with respect to its duties under paragraph 1(i) above, the Trustee shall
      be entitled to rely on, and shall be protected in relying on, any verbal or
      telephonic advice or instruction which it in good faith believes to be given
      by
      any one of the persons authorized above to give written instructions, provided
      that the Company shall promptly confirm such instructions in
      writing;

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (b)  Hold
      the
      Trustee harmless and indemnify the Trustee from and against any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee’s
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this paragraph, it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified
      Claim”).
      The
      Trustee shall have the right to conduct and manage the defense against such
      Indemnified Claim, provided, that the Trustee shall obtain the consent of the
      Company with respect to the selection of counsel, which consent shall not be
      unreasonably withheld. The Company may participate in such action with its
      own
      counsel;

     

    (c)  Pay
      the
      Trustee an initial acceptance fee of $[●] and an annual fee of $[●] (it being
      expressly understood that the Property shall not be used to pay such fee).
      The
      Company shall pay the Trustee the initial acceptance fee and first year’s fee at
      the consummation of the IPO and thereafter shall pay the annual fee on each
      anniversary of the Effective Date. The Trustee shall refund to the Company
      the
      fee (on a pro rata basis) with respect to any period after the liquidation
      of
      the Trust Account. The Company shall not be responsible for any other fees
      or
      charges of the Trustee except as may be provided in paragraph 2(b) hereof (it
      being expressly understood that the Property shall not be used to make any
      payments to the Trustee under such paragraph);

     

    (d)  Within
      five business days after the Underwriters’ over-allotment option (or any
      unexercised portion thereof) expires or is exercised in full, provide the
      Trustee with a notice in writing (with a copy to the Representative) of the
      total amount of the Deferred Discount, which shall in no event be less than
      $5,250,000; 

     

    (e)  In
      connection with any vote of the Company’s stockholders on whether to approve an
      Initial Business Combination or the Extension (as defined in paragraph 2(g)
      below), provide to the Trustee an affidavit or certificate of a firm regularly
      engaged in the business of soliciting proxies and tabulating stockholder votes
      (which firm may be the Trustee) verifying the vote of the Company’s stockholders
      regarding such Initial Business Combination or Extension;

     

    (f)  In
      all
      cases, provide the Representative with a copy of any Termination Letters and/or
      any other correspondence that it sends to the Trustee with respect to any
      proposed withdrawal from the Trust Account promptly after it issues the same;
      and

     

    (g)  Within
      five business days after the vote of the Company’s shareholders regarding the
      Extension (as defined below) provide the Trustee with a letter in form
      substantially similar to that attached hereto as Exhibit F (an “Extension
      Notification Letter”)
      (with
      a copy to the Representatives) providing (i) that the Initial Last Date (as
      defined below) has been extended (the “Extension”)
      to the
      date that is 12 months after the Initial Last Date (such date, the “Extended
      Last Date”; as used herein the term “Initial
      Last Date”
shall
      mean the date that is 24 months after the Effective Date and the term
“Last
      Date”
shall
      mean the Initial Last Date unless and until there is the Extension in which
      case
      it shall thereafter mean the Extended Last Date), and (ii) instructions for
      the
      distribution of funds to the Company’s stockholders who exercised their
      redemption rights in connection with the Extension. 

     

    
      
         

      

      
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    3.  Liquidation
      and Distribution of Trust Account Property. 

     

    (a)
      The
      Trustee shall commence liquidation of the Trust Account only upon receipt of,
      and only in accordance with the terms of a Termination Letter in a form
      substantially similar to that attached hereto as either Exhibit A or Exhibit
      B,
      signed on behalf of the Company by its Chief Executive Officer or Chairman
      and
      affirmed by one of its Co-Chief Investment Officers, and complete the
      liquidation of the Trust Account and distribute the Property in the Trust
      Account only as directed in the Termination Letter and any other documents
      referred to therein; provided, however, that the Trustee shall disburse such
      funds from the Trust Account (i) from time to time as may be necessary timely
      to
      pay any taxes incurred as a result of interest or other income earned on the
      Property held in the Trust Account or other tax obligations of the Company,
      only
      upon receipt and in accordance with the terms of a letter in form substantially
      similar to that attached hereto as Exhibit C (a “Tax
      Disbursement Letter”),
      signed on behalf of the Company by its Chief Executive Officer or Chairman
      and
      copied to Authorized Counsel (as defined below), as evidenced by his or her
      countersignature thereto, and complete the disbursement of funds from the Trust
      Account and distribute such funds only as directed in the Tax Disbursement
      Letter and any other documents referred to therein; (ii) from time to time
      as
      may be necessary for working capital purposes, only upon receipt and in
      accordance with the terms of a letter in form substantially similar to that
      attached hereto as Exhibit D (a “Disbursement
      Letter”),
      signed on behalf of the Company by its Chief Executive Officer or Chairman
      and
      copied to Authorized Counsel, as evidenced by his or her countersignature
      thereto, the Trustee shall disburse to the Company such amount as may be
      requested by the Company as directed in the Disbursement Letter and the other
      documents referred to therein, provided, however, that the aggregate amount
      distributed by the Trustee to the Company pursuant to this paragraph 3(a)(ii)
      may not exceed the lesser of (y) the aggregate amount of interest and any other
      income actually received or paid on amounts in the Trust Account less an amount
      equal to estimated taxes that are or will be due on such income at an assumed
      rate of 40% and (z) $2,500,000; (iii) on a quarterly basis following the end
      of
      the applicable fiscal quarter of the Company as interest income distributions,
      only upon receipt and in accordance with the terms of a letter in form
      substantially similar to that attached hereto as Exhibit E (a “Quarterly
      Distribution Certificate”),
      signed on behalf of the Company by its Chief Executive Officer or Chairman
      and
      copied to Authorized Counsel, as evidenced by his or her countersignature
      thereto, the Trustee shall disburse to the holders of the Company’s ordinary
      shares issued in the IPO such amount as may be requested by the Company as
      directed in the Quarterly Distribution Certificate and the other documents
      referred to therein, provided, however, that the aggregate amount distributed
      by
      the Trustee to the holders pursuant to this paragraph 3(a)(iii) may not exceed
      the aggregate amount of interest and any other income actually received or
      paid
      on amounts in the Trust Account less an amount equal to estimated taxes that
      are
      or will be due on such income at an assumed rate of 40%; and (iv) as may be
      necessary for distribution of funds to the shareholders who exercised their
      redemption rights in connection with the Extension upon receipt and only in
      accordance with the terms of an Extension Notification Letter signed on behalf
      of the Company by
      its
      Chief Executive Officer or Chairman and copied to Authorized Counsel, as
      evidenced by his or her countersignature thereto, and complete the disbursement
      of funds from the Trust Account and distribute such funds only as directed
      in
      the Extension Notification Letter and the other documents referred to
      therein.
      For
      purposes of this Agreement, “Authorized Counsel” shall mean, at any date, the
      attorney retained and authorized by the Company to perform such
      functions.

     

    (b)
      The
      limited distributions referred to in paragraphs 3(a)(i), 3(a)(ii) and
      3(a)(iii) above shall be made only from interest and any other income collected
      on the Property. Except as provided in paragraph 3(a) above, no other
      distributions from the Trust Account shall be permitted except in accordance
      with paragraph 1(i) hereof.

     

    
      
         

      

      
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    4.  Limitations
      of Liability. 

     

    The
      Trustee shall have no responsibility or liability to:

     

    (a)  take
      any
      action with respect to the Property, other than as directed in paragraphs 1
      and 3 hereof and the Trustee shall have no liability to any party except for
      liability arising out of its own gross negligence or willful
      misconduct;

     

    (b)  institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received instructions from the
      Company given as provided herein to do so and the Company shall have advanced
      or
      guaranteed to it funds sufficient to pay any expenses incident
      thereto;

     

    (c)  change
      the investment of any Property, other than in compliance with paragraph
      1(c);

     

    (d)  refund
      any depreciation in principal of any Property;

     

    (e)  assume
      that the authority of any person designated by the Company to give instructions
      hereunder shall not be continuing unless provided otherwise in such designation,
      or unless the Company shall have delivered a written revocation of such
      authority to the Trustee;

     

    (f)  the
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee may rely conclusively and shall be protected in acting upon any
      order, notice, demand, certificate, opinion or advice of counsel (including
      counsel chosen by the Trustee), statement, instrument, report or other paper
      or
      document (not only as to its due execution and the validity and effectiveness
      of
      its provisions, but also as to the truth and acceptability of any information
      therein contained) which is believed by the Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

     

    (g)  verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement; or

     

    (h)  subject
      to the requirements of paragraph 3 of this Agreement, pay any taxes on behalf
      of
      the Trust Account to any governmental entity or taxing authority.

     

    5.  Termination.
      

     

    This
      Agreement shall terminate as follows:

     

    (a)  If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided, however, that, in the event
      that the Company does not locate a successor trustee within ninety days of
      receipt of the resignation notice from the Trustee, the Trustee may submit
      an
      application to have the Property deposited with the United States District
      Court
      for the Southern District of New York and upon such deposit, the Trustee shall
      be immune from any liability whatsoever that arises due to any actions or
      omissions to act by any party after such deposit; or

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (b)  At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of paragraph 1(i) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to paragraph 2(b).

     

    6.  Miscellaneous.

     

    (a)  In
      executing funds transfers, the Trustee will rely upon account numbers or other
      identifying numbers of a beneficiary, beneficiary’s bank or intermediary bank,
      rather than names. The Trustee shall not be liable for any loss, liability
      or
      expense resulting from any error in an account number or other identifying
      number, provided it has accurately transmitted the numbers
      provided.

     

    (b)  This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflict of laws. It
      may
      be executed in several counterparts, each one of which shall constitute an
      original, and together shall constitute but one instrument.

     

    (c)  This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. This Agreement or any provision
      hereof may only be changed, amended or modified by a writing signed by each
      of
      the parties hereto; provided,
      however,
      that no such change, amendment or modification may be made without the prior
      written consent of the Representative. As to any claim, cross-claim or
      counterclaim in any way relating to this Agreement, each party waives the right
      to trial by jury.

     

    (d)  The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York for purposes of resolving any disputes
      hereunder.

     

    (e)  Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

     

    if
      to the
      Trustee, to: 

     

    [____________________]

    [____________________]

    [____________________]

    [____________________]

    Fax
      No.:
      [●]

    Attn:
      [●]

    


    if
      to the
      Company, to:

     

    ASM
      Acquisition Company Limited

    Unit
      601-2, 6th
      Floor
      St. George’s Building

    2
      Ice
      House Street

    Central,
      Hong Kong

    Fax
      No.:
      [ •
      ]

    Attn:
      Eugene Tan, Chief Executive Officer

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    in
      either
      case with a copy to:

     

    UBS
      Investment Bank

    299
      Park
      Avenue 

    New
      York,
      NY 10171 

    Fax
      No:
      (212) 821-4610 

    Attn:
      [●]

    


    


    and

    


    Clifford
      Chance US LLP

    31
      West
      52nd
      Street

    New
      York,
      NY 10019-6131

    Fax
      No.:
      (212) 878-8375

    Attn:
      Alejandro E. Camacho, Esq.

    


    (f)  This
      Agreement may not be assigned by the Trustee without the prior written consent
      of the Company and the Representative.

     

    (g)  Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder.

     

    (h)  The
      Trustee waives any right of set-off or any right, title, interest or claim
      of
      any kind that the Trustee may have against the Property held in the Trust
      Account, and acknowledges and agrees that it shall not make any claims or
      proceed against the Trust Account, including by way of set-off, and shall not
      be
      entitled to any funds in the Trust Account under any circumstance. In the event
      the Trustee has a claim against the Company under this Agreement, including,
      without limitation, under paragraph 2(b), the Trustee will pursue such
      claim solely against the Company and not against the Property held in the Trust
      Account.

     

    (i)  The
      Trustee acknowledges and agrees that it is the specific intention of the parties
      hereto that the Representative is and shall be a third-party beneficiary of
      the
      provisions of this Agreement pertaining to the Deferred Discount (including
      paragraph 6(c)) and the Trustee’s obligations under this Agreement with respect
      thereto (but solely of those provisions and solely with respect to such
      obligations of the Trustee) with the same right and power to enforce those
      provisions as either of the parties hereto.

     

    [Signature
      Page Follows]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    [________________________________]

     

     

    By:
      _________________________________

    Name:

    Title:

     

     

    ASM
      ACQUISITION
      COMPANY LIMITED

     

     

    By:
      _________________________________

    Name:

    Title:

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    Exhibit
      A 

     

    [LETTERHEAD
      OF COMPANY]

     

    [date]

     

    [Transfer
      Agent]

    [Address]

     

    


     

    Re:
      Trust
      Account No. [●] Termination Letter 

     

    Gentlemen:

     

    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between ASM
      Acquisition Company Limited (the “Company”)
      and
      [____________] (the “Trustee”),
      dated
      as of [●], 2008 (the “Trust
      Agreement”),
      this
      is to advise you that the Company has entered into an agreement (the
“Business
      Agreement”)
      with
      [●] (the “Target
      Business”)
      to
      consummate a business combination with the Target Business (the “Business
      Combination”)
      on or
      about [●]. The Company shall notify you at least 48 hours in advance of the
      actual date of the consummation of the Business Combination (the “Consummation
      Date”).

     

    Pursuant
      to Paragraph 2(e) of the Trust Agreement, we are providing you with [an
      affidavit] [a certificate] verifying the vote of the Company’s stockholders duly
      approving the Business Combination in accordance with the terms of the Company’s
      Amended and Restated Articles of Association.

     

    The
      [affidavit] [certificate] includes the identities of the public stockholders
      who
      voted against the Business Combination and properly exercised their redemption
      rights in connection therewith.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of funds held in the Trust Account will be immediately
      available for transfer to the account or accounts that the Company shall direct
      on the Consummation Date.

     

    On
      the
      Consummation Date: (i) counsel for the Company shall deliver to you written
      notification that the Business Combination has been consummated, (ii) the
      Company shall deliver to you written instructions with respect to the transfer
      of the funds held in the Trust Account other than the Deferred Discount (the
      “Instruction
      Letter”)
      and
      (iii) the Representative shall deliver to you written instructions for delivery
      of the Deferred Discount. You are hereby directed and authorized to transfer
      the
      funds held in the Trust Account immediately upon your receipt of written notice
      from counsel and the Instruction Letter (a) to the public stockholders who
      exercised their redemption rights in connection with the Business Combination
      in
      an amount equal to their pro rata share of the amounts in the Trust Account
      as
      of two business days prior to the Consummation Date (including the Deferred
      Discount and any income actually received on the Trust Account balance and
      held
      in the Trust Account, but less an amount equal to estimated taxes that are
      or
      will be due on such income at an assumed rate of 40% relating to the shares
      for
      which shareholders have exercised redemption rights in connection with the
      vote
      of shareholders for the Business Combination, provided that such stockholders
      have tendered the applicable shares of the Company’s common stock to the
      Trustee; (b) to the Representative in an amount equal to the Deferred Discount
      as so directed by them, and (b) the remainder in accordance with the terms
      of
      the Instruction Letter. In the event that certain deposits held in the Trust
      Account may not be liquidated by the Consummation Date without penalty, you
      will
      notify the Company of the same, and the Company shall direct you as to whether
      such funds should remain in the Trust Account and be distributed after the
      Consummation Date to the Company or be distributed immediately and the penalty
      incurred. Upon the distribution of all the funds in the Trust Account pursuant
      to the terms hereof, the Trust Agreement shall be terminated and the Trust
      Account closed.

     

    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    

     

    In
      the
      event that the Business Combination is not consummated on the Consummation Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.

     

    Very
      truly yours,

     

    ASM
      ACQUISITION COMPANY LIMITED

     

     

    By:
      _________________________________

    Name:

    Title:

     

     

    Affirmed:
      

    


    By:
      _________________________________

    Name:

    Title:

     

     

    cc: UBS
      Securities LLC

     

    
      
         

      

      
        A-2

        
          

        

      

      
         

      

    

     


    Exhibit
      B 

     

    [LETTERHEAD
      OF COMPANY]

     

    [date]

     

    [Trustee]

    [Address]

     

    Re:
      Trust
      Account No. [●] Termination Letter 

     

    Gentlemen:

     

    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between ASM
      Acquisition Company Limited (the “Company”)
      and
      [_____________] (the “Trustee”),
      dated
      as of [●], 2008 (the “Trust
      Agreement”),
      this
      is to advise you that (i) the Company has been unable to effect a Business
      Combination within the time frame specified in the Amended and Restated Articles
      of Association of the Company, (ii) the Company’s existence expired in
      accordance with the terms of its Amended and Restated Articles of Association
      on
      [●]; and (iii) the Company is proceeding to dissolve and liquidate.

     

    Capitalized
      terms used but not defined herein shall have the meanings given them in the
      Trust Agreement.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize and
      request that you commence liquidation of the Trust Account as part of the
      Company’s plan of dissolution and distribution. In connection with this
      liquidation, you are hereby authorized to establish a record date for the
      purposes of determining the stockholders of record entitled to receive their
      per
      share portion of the Trust Account. The record date shall be within 10 days
      of
      the liquidation date, or as soon thereafter as is practicable. Company has
      appointed [●] to serve as its designated paying agent (the “Designated
      Paying Agent”).
      You
      will notify the Company and the Designated Paying Agent in writing as to when
      all of the funds in the Trust Account will be available for immediate transfer
      (the “Transfer
      Date”).
      The
      Designated Paying Agent shall thereafter notify you as to the account or
      accounts of the Designated Paying Agent that the funds in the Trust Account
      should be transferred to on the Transfer Date so that the Designated Paying
      Agent may commence distribution of such funds in accordance with the Company’s
      instructions. 

     

    
      
         

      

      
        B-1

        
          

        

      

      
         

      

    


    You
      shall
      have no obligation to oversee the Designated Paying Agent’s distribution of the
      funds. Upon the payment to the Designated Paying Agent of all the funds in
      the
      Trust Account, the Trust Agreement shall be terminated and the Trust Account
      closed.

     

    Very
      truly yours,

     

    ASM
      ACQUISITION COMPANY LIMITED

     

     

    By:
      _________________________________

    Name:

    Title:

     

     

    Affirmed:
      

    


    By:
      _________________________________

    Name:

    Title:

     

     

    cc: UBS
      Securities LLC

     

    
      
         

      

      
        B-2

        
          

        

      

      
         

      

    


    Exhibit
      C 

     

    [LETTERHEAD
      OF COMPANY]

     

    [date]

     

    [Trustee]

    [Address]

    


     

    Re:
      Trust
      Account No. [●] Tax Disbursement Letter 

     

    Gentlemen:

     

    Pursuant
      to paragraph 3(a)(i) of the Investment Management Trust Agreement between ASM
      Acquisition Company Limited (the “Company”)
      and
      [______________] (the “Trustee”)
      dated
      as of [●] (the “Trust
      Agreement”),
      this
      is to advise you that the Trust Account, as defined in the Trust Agreement,
      has
      incurred a total of [●] in taxes (the “Tax
      Payments”)
      for
      the period from [●], 200[●] to [●], 200[●] (the “Tax
      Period”)
      as a
      result of interest and other income earned on the Property, as defined in the
      Trust Agreement or other
      tax
      obligations of the Company,
      in each
      case during the Tax Period.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      distribute from the Trust Account proceeds from the Property (as defined in
      the
      Trust Agreement) equal to the aggregate Tax Payments on such dates, in such
      amounts and to such payees as indicated on the Schedule of Tax Payments attached
      hereto as Schedule 1. All checks should be delivered to the Company at
      [address].

     

    Very
      truly yours,

     

    ASM
      ACQUISITION COMPANY LIMITED

     

     

    By:
      _________________________________

    Name:

    Title:

     

     

    Authorized
      Counsel Signatory:

    


     

    By:
      _________________________________

    Name:

    Title:

     

     

    cc: UBS
      Securities LLC

     

    
      
         

      

      
        C-1

        
          

        

      

      
         

      

    


    Schedule
      1

     

    Schedule
      of Tax Payments

     

    


    Payment
      Date: [●]

    Amount:
      [●]

    Payee:
      [●]

    


    


    Payment
      Date: [●]

    Amount:
      [●]

    Payee:
      [●]

    


    


    Payment
      Date: [●]

    Amount:
      [●]

    Payee:
      [●]

    


    
      
         

      

      
        C-2

        
          

        

      

      
         

      

    

     


    Exhibit
      D 

     

    [LETTERHEAD
      OF COMPANY]

     

    [date]

     

    [Trustee]

    [Address]

     

    Re:
      Trust
      Account No. [●] Disbursement Letter 

     

    Gentlemen:

     

    Pursuant
      to paragraph 3(a)(ii) of the Investment Management Trust Agreement between
      ASM Acquisition Company Limited (the “Company”)
      and
      [_____________________] dated as of [●] (the “Trust
      Agreement”),
      we
      hereby authorize you to disburse from the Trust Account proceeds from the
      Property, as defined in the Trust Agreement, equal to $[●], to [●] via wire
      transfer on [●], 200[●].

    Very
      truly yours,

     

    ASM
      ACQUISITION COMPANY LIMITED

     

     

    By:
      _________________________________

    Name:

    Title:

     

     

    Authorized
      Counsel Signatory:

     

     

    By:
      _________________________________

    Name:

    Title:

     

    


    cc: UBS
      Securities LLC


    
      
         

      

      
        D-1

        
          

        

      

      
         

      

    


    


    Exhibit
      E 

    [LETTERHEAD
      OF COMPANY]

     

    [date]

     

    [Trustee]

    [Address]

     

    Re:
      Trust
      Account No. [●] Quarterly Distribution Certificate 

     

    Gentlemen:

     

    Pursuant
      to paragraph 3(a)(iii) of the Investment Management Trust Agreement between
      ASM Acquisition Company Limited (the “Company”)
      and
      [_________] dated as of [●] (the “Trust
      Agreement”),
      you
      are instructed to distribute to the holders of the Company’s ordinary shares
      issued in the IPO of record as of , 200_, interest income earned on the Trust
      Account (as defined in the Trust Agreement) during the quarter ended
                                     ,
      200_, pursuant to the instructions attached hereto as Schedule A. Attached
      hereto is a copy of the minutes of the meeting of the Board of Directors of
      the
      Company approving the record date and distribution, certified by the Secretary
      of the Company as true and correct and in full force and effect. 

    


    ASM
      ACQUISITION COMPANY LIMITED

     

     

    By:
      _________________________________

    Name:

    Title:

     

     

    Authorized
      Counsel Signatory:

     

     

    By:
      _________________________________

    Name:

    Title:

     

    


    cc: UBS
      Securities LLC

    


    
      
         

      

      
        E-1

        
          

        

      

      
         

      

    

     

    Exhibit
      F 

     

    [LETTERHEAD
      OF COMPANY]

     

    [date]

     

    [Trustee]

    [Address]

    


     

    Re:
      Trust
      Account No. [●] Extension Notification Letter 

     

    Gentlemen:

     

    Pursuant
      to paragraphs 2(g) and 3(a)(iv) of the Investment Management Trust
      Agreement between ASM Acquisition Company Limited (the “Company”)
      and
      [●] dated as of [●], 2008 (the “Trust
      Agreement”),
      this
      is to advise you that on [●], 200[●] (the “Approval
      Date”)
      the
      Company’s shareholders approved an extension (the “Extension”)
      of the
      Initial Last Date, as defined in the Trust Agreement, to [●], 2011 (the
“Extended
      Last Date”).

    


    Pursuant
      to paragraph 2(e) of the Trust Agreement, we are providing you with [an
      affidavit] [a certificate] verifying the vote of the Company’s shareholders duly
      approving the Extension in accordance with the terms of the Company’s Amended
      and Restated Articles of Association.

     

    The
      [affidavit] [certificate] includes the identities of the public shareholders
      who
      voted against the Extension and properly exercised their redemption rights
      in
      connection therewith.

     

    You
      are
      hereby directed and authorized to transfer from the Trust Account proceeds
      from
      the Property, as defined in the Trust Agreement, to public shareholders who
      exercised their redemption rights in connection with the Extension and who
      have
      tendered the applicable shares of the Company’s common stock to you, in an
      amount equal to their pro rata share of the amounts in the Trust Account as
      of
      the Approval Date (including the Deferred Discount and any income actually
      received on the Trust Account balance and held in the Trust Account, but less
      an
      amount equal to estimated taxes that are or will be due on such income at an
      assumed rate of 40%) relating to the shares for which such shareholders have
      exercised redemption rights in connection with the vote of shareholders for
      the
      Extension.

    


    Very
      truly yours,

     

    ASM
      ACQUISITION COMPANY LIMITED

    


     

    By:
      _________________________________

    Name:

    Title:

     

     

    Authorized
      Counsel Signatory:

     

     

    By:
      _________________________________

    Name:

    Title:

     

     

    cc: UBS
      Securities LLC

     

    
      
         

      

      
        F-1