The Shares Represented by This Certificate Are Subject to Restrictions. See Reverse Side.

Exhibit 4.2

 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS. SEE

REVERSE SIDE.

 

NUMBER

000

 

SHARES

0

 

Organized Under the Laws of the Cayman Islands

SHANGHAI CENTURY ACQUISITION CORPORATION

 

Ordinary Shares

 

Authorized Shares 50,000,000   Cusip                     

 

This Certifies that Specimen is the registered holder of Zero and no/100 Ordinary Shares

 

of the fully paid and nonassessable ordinary shares of the par value of $0.0005 each of the Ordinary Shares of

 

Shanghai Century Acquisition Corporation

 

transferable only on the books of the Corporation in person or by duly authorized attorney upon

surrender of this certificate properly endorsed.

This certificate is not valid unless countersigned by the

Transfer Agent and registered by the Registrar.

Witness the seal of the Corporation and the

facsimile signatures of its duly

authorized officers.

 

 


     

 


Co-Chief Executive Officer       Co-Chief Executive Officer
         

 

Seal

2006

Cayman Islands


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    UNIF GIFT MIN ACT -    _____ Custodian ____
TEN ENT –    as tenants by the entirities         (Cust)           (Minor)
JT TEN –    as joint tenants with right of survivorship under and not as tenants in common        

Uniform Gifts

to Minors Act

___________

      (State)

 

Additional Abbreviations may also be used though not in the above list.

 

Shanghai Century Acquisition Corporation

 

The Corporation 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 shares or series thereof of the Corporation 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 memorandum and articles of association and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Shares (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.

 

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 shares represented by the within Certificate, and do hereby irrevocably constitute and appoint                      Attorney to transfer the said shares 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) SHOULD 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 fund pursuant to the Investment Management Trust Agreement between the Corporation and Continental Stock Transfer & Trust Company only in the event of the Corporation’s liquidation or if the holder seeks to convert his respective shares into cash upon a business combination which he voted against and which is actually completed by the Corporation. In no other circumstances shall the holder have any right or interest of any kind in or to the trust fund. A copy of the Investment Management Trust Agreement will be made available by the Corporation upon request by the holder of this certificate.