Unassociated Document


    SPECIMEN
      ORDINARY SHARE CERTIFICATE 

    


    
      	
              NUMBER

              _________C

            	
              SHARES
                

            


    

    


    ASM
      ACQUISITION COMPANY LIMITED

    


    INCORPORATED
      UNDER THE LAWS OF THE CAYMAN ISLANDS

    


    ORDINARY
      SHARE

    


    SEE
      REVERSE FOR

    CERTAIN
      DEFINITIONS

     

    
      	
              THIS
                CERTIFIES THAT 

            	 	
               CUSIP 
                

            	 
	 	 	 	 


    

    IS
      THE
      OWNER OF

    


    


    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF

    $.001
      EACH OF THE ORDINARY SHARE OF

    


    ASM
      ACQUISITION COMPANY LIMITED

    


    transferable
      on the books of the Company in person or by duly authorized

    attorney
      upon surrender of this certificate properly endorsed. The Company will


    be
      forced
      to liquidate if it is unable to complete a business combination by 

    _________
      or________, all as more fully described in the Company’s final 

    prospectus
      dated _______, 2008. This certificate is not valid unless countersigned


    by
      the
      Transfer Agent and registered by the Registrar. Witness the seal of

    the
      Company and the facsimile signatures of its duly authorized
      officers.

    


    Dated:

     

     

    
      	   
	 	  

	
              Chief
                Executive Officer

            	 	
              Secretary

            


    

    


    


    ASM
      ACQUISITION COMPANY LIMITED

    CORPORATE

    SEAL
      2007

    CAYMAN
      ISLANDS

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASM
      ACQUISITION COMPANY LIMITED

    


    The
      Company will furnish without charge to each shareholder who so requests the
      powers, designations, preferences and relative, participating, optional or
      other
      special rights of each class of share or series thereof of the Company 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 Articles of Association and all amendments
      thereto and resolutions of the Board of Directors providing for the issue of
      shares of Preferred Share (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

    


    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)

            
	 

	  



    

    
      	  
	
              shares

            


    

    
      of
        the
        capital stock represented by the within Certificate, and do hereby irrevocably
        constitute and appoint

    

    
      	 	
              Attorney

            


    

    
      to
        transfer the said share 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) 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.

    


    
      
        
        

      

      
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