Exhibit
4.1


 


[FACE OF CERTIFICATE]


 


ORDINARY SHARES


 


NUMBER


OA


 


INCORPORATED UNDER THE
LAWS OF THE BRITISH VIRGIN ISLANDS


 


YUCHENG TECHNOLOGIES
LIMITED


 


ORDINARY SHARES


 


SHARES


 


SEE REVERSE FOR CERTAIN
DEFINITIONS


 


CUSIP                    



 


This Certifies that


 


is the owner of


 


FULLY PAID AND
NON-ASSESSABLE ORDINARY SHARES, NO PAR VALUE, OF


 


YUCHENG TECHNOLOGIES
LIMITED


 


transferable upon the
books of the corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate
and the shares represented hereby are issued and shall be subject to the laws
of the British Virgin Islands and to the provisions of the Memorandum and
Articles of Association of the corporation as now or hereafter amended, to all
of which the holder of this certificate, by acceptance hereof, assents.


 


This certificate is not
valid until countersigned and registered by the Transfer Agent and Registrar.


 


IN WITNESS WHEREOF, the
corporation has caused this certificate to be endorsed by the facsimile
signatures of its duly authorized officers and to be sealed with the facsimile
seal of the corporation.


 


Dated:


 


/s/


CHAIRMAN AND CHIEF
EXECUTIVE OFFICER


 

















 


[SEAL]


 


/s/


PRESIDENT, TREASURER AND
CHIEF OPERATING OFFICER


 


COUNTERSIGNED AND
REGISTERED:


CONTINENTAL STOCK TRANSFER
& TRUST COMPANY


TRANSFER AGENT AND
REGISTRAR


BY


AUTHORIZED SIGNATURE


 


 


[REVERSE OF CERTIFICATE]


 


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 -
......(Cust)..... Custodian .....(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 stock on the books of the within named Company
with 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


 


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.


 


KEEP THIS CERTIFICATE IN A
SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL
REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.