[] [Name of Company: CHINA XINIYA FASHION LIMITED CHINA XINIYA FASHION LIMITED Number: Number Share(s) - [no. of shares] - Share(s): Incorporated under the laws of the Cayman Islands - [no. of shares] - US$50,000 1,000,000,000 Shares US$0.00005 Share capital is [name of shareholder] Issued to: [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT Dated GIVEN UNDER the] [Our ref VZL\657356\4137828v2 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com China Xiniya Fashion Limited 6 November 2010 Dear Sirs China Xiniya Fashion Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to China Xiniya Fashion Limited (the “ 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals, copies or final] [CHINA XINIYA FASHION LIMITED Purposes of the Plan 1. • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Shares, Share Appreciation Rights,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of our report dated July 16, 2010 (except for Note 18(ii), as to which the date is November 4, 2010), relating to the financial statements of China Xiniya Fashion Limited, and to the reference to our Firm under the caption “Experts” in the prospectus.]