Unassociated Document


    
      


      SPECIMEN
        UNIT CERTIFICATE

      

        


        
          	
                  NUMBER

                  U-___________

                	
                  SHARES

                


        



      


      
        	
                SEE
                  REVERSE FOR

                CERTAIN

                DEFINITIONS

              	 


      

       

      ASM
        ACQUISITION COMPANY LIMITED

      


      CUSIP
        ___________

      


      UNITS
        CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT

      TO
        PURCHASE ONE ORDINARY SHARE

      
        	
                THIS
                  CERTIFIES THAT 

              	 


      

      
        	
                is
                  the owner of

              	 	
                Units.

              


      

      


      Each
        Unit
        (“Unit”) consists of one (1) ordinary share, par value $.001 per share
        (“Ordinary Share”), of ASM ACQUISITION COMPANY LIMITED, a Cayman Islands
        corporation (the “Company”), and one warrant (the “Warrant”). Each Warrant
        entitles the holder to purchase one (1) Ordinary Share for $7.50 per share
        (subject to adjustment). Each Warrant will become exercisable on the later
        of
        (i) the Company’s completion of an initial business combination with one or more
        target business or (ii) one (1) year from the date of the prospectus covering
        the Warrants and will expire unless exercised before 5:00 p.m., New York
        City
        Time, on ____________, 2013, or earlier upon redemption (the “Expiration Date”).
The
        Ordinary Shares
        and
Warrants
        comprising the Units represented by this certificate will begin separate
        trading
        five business days following the earlier to occur of the expiration of the
        underwriters’ over-allotment option, its exercise in full, or the announcement
        by the underwriters of their intention not to exercise all or any remaining
        portion of the over-allotment option; provided, however, in no event will
        the
        representative allow separate trading of the Ordinary Shares and warrants
        until
        the Company files an audited balance sheet with
        the
        Securities and Exchange Commission reflecting
        the Company’s receipt of the gross proceeds of the offering
        and
        issues a press release announcing when such separate trading will
        begin.
        The
        terms of the Warrants are governed
        by a
        Warrant Agreement, dated as of _______, 2008, between the Company and
        _________________, 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 ____________________, 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 signature of its duly
        authorized officers.

      

        
          	
                  By

                	 	 	 
	 	
                  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 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 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)

              
	 
	 


      

      
        	 	
                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 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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