Unassociated Document

SPECIMEN UNIT CERTIFICATE

NUMBER

U-___________

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

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.