[Ossen Innovation Co., Ltd. 518 Shangcheng Road, Floor 17, Shanghai, 200120, Peoples Republic of China Tel: +86 (21) 6888-8886 September 28, 2010 VIA FEDERAL EXPRESS Ms. Pamela A. Long Assistant Director Division of Corporation Finance 100 F Street, N.E. Re: Ossen Innovation Co., Ltd. Registration Statement on Form F-1 Filed August 3, 2010 File No. 333-168496 Shell Company Report on]
[Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OSSEN INNOVATION CO., LTD. British Virgin Islands 3312 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number) (I.R.S. Employer Identification Number) 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China +86 (21) 6888-8886 CT Corporation System 111] [TERRITORY OF THEBRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 (No. 16 of 2004) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Ossen Innovation Co., Ltd. (formerly Ultra Glory International Ltd.) NAME 1. Ossen Innovation Co., Ltd. The name of the Company is TYPE OF COMPANY 2. The Company is a company limited by shares. REGISTERED OFFICE 3. , The] [TERRITORY OF THEBRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 (No. 16 of 2004) AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF Ossen Innovation Co., Ltd. PRELIMINARY 1. In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively] [100,000,000 shares of a par value of US$0.01 each OSSEN INNOVATION CO., LTD. (Registered under the laws of the British Virgin Islands) Number __________ G67908 106 CUSIP THIS IS TO CERTIFY THAT _____________________________________ is the registered holder of _________________________________________ Ordinary Shares in the above-named Company subject to the memorandum and articles of association thereof. Dated: _______ Countersigned and registered Corporate] [Withers BVI [ September 2010] Ossen Innovation Co., Ltd Floor 17, 518 Shangcheng Road Shanghai 200120 People's Republic of China Dear Sirs Ossen Innovation Co., Ltd Company Registration Statement IPO Ordinary Shares We have acted as counsel as to British Virgin Islands law to Ossen Innovation Co., Ltd (the ' 1. Documents Reviewed For the purpose of this opinion, we] [OPINION OF GRANDALL LEGAL GROUP REGARDING PRC TAX MATTERS To: Ossen Innovation Co., Ltd. 17F 518 Shangcheng Road Shanghai, People’s Republic of China September 16, 2010 Dear Sirs: We are qualified lawyers of the People’s Republic of China (the “PRC”) and as such qualified to issue this opinion on the laws and regulations of the PRC. Ossen Innovation Co., Ltd.] [KRAMER LEVIN NAFTALIS & FRANKEL _____________, 2010 Ossen Innovation Co., Ltd. 518 Shangehung Road Floor 17 Shanghai 200120 Peoples Republic of China Ladies and Gentlemen: “Taxation – U.S. Federal Income Taxation – U.S. Federal Income Taxation of U.S. Holders,” “– U.S. Federal Income Taxation of Non-U.S. Holders,” and “– Backup Withholding and Information Reporting” 1177 Avenue of the Americas New] [INDEPENDENT REGISTERED ACCOUNTING FIRM CONSENT We consent to the use of this Registration Statement on Form F-1, amendment No. 1, for Ossen Innovation Co., Ltd. of our report dated July 7, 2010, relating to the consolidated balance sheets of Ossen Innovation Co., Ltd. and Subsidiaries as of December 31, 2009 and 2008 and the related consolidated statements of operations, shareholders’] [BEIJING TIANZHI JIUTAO MANAGEMENT CONSULTING CO., LTD. September Ossen Innovation Co., Ltd. 518 Shangcheng Road, Floor 17 Shanghai, 200120 People’s Republic of China Proposed Initial Public Offering of Ossen Innovation Co., Ltd. Re: Ladies and Gentlemen: Registration Statement Very truly yours, BEIJING TIANZHI JIUTAO MANAGEMENT CONSULTING CO., LTD. EX-23.5 13 v197561_ex23-5.htm]
[(NAME OF ISSUER) Ordinary Shares, Par Value $0.01 Per Share (Title of Class of Securities) G67908106 (CUSIP NUMBER) Christopher S. Auguste Bil Huo Ari Edelman Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 (212) 715-9100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 7, 2010 (Date of]
[(NAME OF ISSUER) Ordinary Shares, Par Value $0.01 Per Share (Title of Class of Securities) G67908106 (CUSIP NUMBER) Christopher S. Auguste Bil Huo Ari Edelman Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 (212) 715-9100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 7, 2010 (Date of]
[FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LTD British Virgin Islands 3315 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number) (I.R.S. Employer Identification Number) 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China +86 (21) 6888-8886 CT Corporation 111 Eighth Avenue New York, New York 10011 (212)] [INDEPENDENT REGISTERED ACCOUNTING FIRM CONSENT Sherb & Co., LLP New York, NY July 30, 2010 EX-23.1 6 v191965_ex23-1.htm]
[FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LTD British Virgin Islands 3315 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number) (I.R.S. Employer Identification Number) 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China +86 (21) 6888-8886 CT Corporation 111 Eighth Avenue New York, New York 10011 (212)] [INDEPENDENT REGISTERED ACCOUNTING FIRM CONSENT Sherb & Co., LLP New York, NY July 30, 2010 EX-23.1 6 v191965_ex23-1.htm]
[FORM 20-F o OR o For the fiscal year ended ______________ OR o OR x Date of event requiring this shell company report: July 7, 2010 Ossen Innovation Co. Ltd. (formerly Ultra Glory International Ltd.) British Virgin Islands (Jurisdiction of Incorporation or Organization) 518 Shangcheng Road, Floor 17, Shanghai, 200120, Peoples Republic of China Tel: Fax: (Name, Telephone, E-mail and/or] [TERRITORY OF THEBRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 (No. 16 of 2004) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Ossen Innovation Co., Ltd. (formerly Ultra Glory International Ltd.) NAME 1. Ossen Innovation Co., Ltd. The name of the Company is TYPE OF COMPANY 2. The Company is a company limited by shares. REGISTERED OFFICE 3. [name and] [SHARE EXCHANGE AGREEMENT by and among ULTRA GLORY INTERNATIONAL LTD. THE SHAREHOLDER OF ULTRA GLORY INTERNATIONAL LTD. OSSEN INNOVATION MATERIALS GROUP LTD. CO. And THE SHAREHOLDERS OF OSSEN INNOVATION MATERIALS GROUP LTD. CO. Dated as of July 7, 2010 TABLE OF CONTENTS Page ARTICLE I Exchange of Shares 1 1.1 Share Exchange 1 1.2 Closing 2 2] [Sales Contract of Ossen Innovation Materials Co., Ltd. Supplier Contract No: Purchaser: Place of Execution I. name, specification, steel No., unit price (tax inclusive) and purchase quantity of product Name Specification (mm) Steel No. unit price (RMB/ton) purchase quantity (ton) II. Method of delivery 1. [______] Time and quantity of delivery: 2. Method of delivery [______] (1) The purchaser takes] [EX-4.3 7 v190033_ex4-3.htm] [EX-4.4 10 v190033_ex4-4.htm] [Sales Contract of Ossen Innovation Materials Co., Ltd. Supplier Contract No: Purchaser: Place of Execution I. name, specification, steel No., unit price (tax inclusive) and purchase quantity of product Name Specification (mm) Steel No. unit price (RMB/ton) purchase quantity (ton) II. Method of delivery 1. [______] Time and quantity of delivery: 2. Method of delivery [______] (1) The purchaser takes] [Coating Processing Agreement ASMAS- - Party A: Zhangjiagang Ruifeng Steel Co., Ltd. Party B: Ossen Innovation Materials Co., Ltd. [_____] In view of Party A authorizing Party B to carry out 1. [_____] Party A provides 2. [___] Party B completes the stabilization processing within 3. Party B is responsible for the quality of the products in the coating processing] [Purchase Contract with Zhangjiagang Free Trade Zone B.M. International Trading Co., Ltd. Time of Execution: ____________ Place of Execution: _____________ Contract No.:__________ I. Name, Model, Quantity, Amount and Notes of Product name Specification & model unit quantity Unit price Amount notes In total:] [Sales Contract of Shanghai Z.F.X. Steel Co., LTd. Supplier Contract No. Purchaser Place of Execution Time of Execution I. name, specification, steel No., unit price (tax inclusive) and purchase quantity of product Name Specification (mm) Steel No. unit price (RMB/ton) purchase quantity (ton) II. Method of delivery 1. [__________] Time and quantity of delivery: 2. Method of delivery _______ _____] [Purchase Contract with Zhangjiagang Free Trade Zone JinDe Trading Time of Execution: __________ Place of Execution: ______________ Contract No.:_________ I. Name, Model, Quantity, Amount and Notes of Product name Specification & model unit quantity Unit price Amount notes] [Purchase Contract with Jiangsu Shagang Group Co., Ltd Time of Execution: __________ Place of Execution: ______________ Contract No.:_________ I. Name, Model, Quantity, Amount and Notes of Product name Specification & model unit quantity Unit price Amount notes In total: RMB] [Employment Contract Party A Party B Gender: Male ID No.: 310104196803084829 Address: No.49, Wanping Road, Xuhui District, Shanghai, P.R.C Tel.: In accordance with the Labor Law of the People's Republic of China, Party A and Party B hereby agree to conclude the employment contract through equivalent negotiations. I. Term The valid term of the employment contract is three years, from] [Stabilization Processing Agreement ASMAS- - Party A: Shanghai Zhaoyang New Metal Material Co., Ltd. Party B: Ossen Innovation Materials Co., Ltd. [______] In view of Party A authorizing Party B to carry out 1. [______] Party A provides 2. [____] Party B completes the stabilization processing within 3. Party B is responsible for the quality of the products in the] [[______] Contract No.: Loan Contract By and between Ossen Innovation Materials Co., Ltd. Borrower (Party A): Address : Liang Tang Legal Representative: And Feicuiyuan Branch, Huishang Bank Loaner (Party B) Address : Long Wang Person in Charge: - 1 - Contents Article 1 Types of Loan Article 2 Usage of Loan Article 3 Amount and term of loan Article 4] [[________] Contract No.: Loan Guarantee Contract By and between Shanghai Ossen Investment Co., Ltd. Guarantor (Party A): ： Address Fangping Jiang Legal Representative: And ： Feicuiyuan Branch, Huishang Bank Creditor (Party B) ： Address Long Wang Person in Charge: - 1 - Contents Article 1 Representations and Guarantees of Party A Article 2 Types, Amount and Term of Loan of] [[_________] Contract No.: Loan Guarantee Contract By and between Shanghai Z.F.X. Steel Co., Ltd. Guarantor (Party A): ： Address Xufeng Zhou Legal Representative: And ： Feicuiyuan Branch, Huishang Bank Creditor (Party B) ： Address Long Wang Person in Charge: - 1 - Contents Article 1 Representations and Guarantees of Party A Article 2 Types, Amount and Term of Loan of] [Cooperation Agreement Party A: Ossen (Jiujiang) Steel Wire & Cable Co., Ltd. Party B: Shanghai Machinery Manufacturing Technology Research Institute Party C: Organization Department of Jiujiang Committee of CPC and Jiujiang Bureau of Science and Technology For the purpose of its development, Party A is in urgent need of technology for “high performance indented prestressed steel wires and galvanized steel] [List of Subsidiaries of Ossen Innovation Co. Ltd. Name Country of Incorporation Ossen Innovation Materials Group Co., Ltd. British Virgin Islands Ossen Group (Asia) Co., Ltd. British Virgin Islands Topchina Development Group Ltd. British Virgin Islands Ossen Innovation Materials Co. Ltd. People’s Republic of China Ossen (Jiujiang) Steel Wire & Cable Co., Ltd. People’s Republic of China EX-8.1 34 v190033_ex8-1.htm] [INDEPENDENT REGISTERED ACCOUNTING FIRM CONSENT We consent to the use of this Shell Company Report on Form 20-F for Ossen Innovation Co., Ltd. of our report dated July 7, 2010, relating to the consolidated balance sheets of Ossen Innovation Co., Ltd. and its Subsidiaries as of December 31, 2009 and 2008 and the related consolidated statements of operations, shareholders’ equity]
[FORM 20-F o OR o For the fiscal year ended ______________ OR o OR x Date of event requiring this shell company report: July 7, 2010 Ossen Innovation Co. Ltd. (formerly Ultra Glory International Ltd.) British Virgin Islands (Jurisdiction of Incorporation or Organization) 518 Shangcheng Road, Floor 17, Shanghai, 200120, Peoples Republic of China Tel: Fax: (Name, Telephone, E-mail and/or] [TERRITORY OF THEBRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 (No. 16 of 2004) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Ossen Innovation Co., Ltd. (formerly Ultra Glory International Ltd.) NAME 1. Ossen Innovation Co., Ltd. The name of the Company is TYPE OF COMPANY 2. The Company is a company limited by shares. REGISTERED OFFICE 3. [name and] [SHARE EXCHANGE AGREEMENT by and among ULTRA GLORY INTERNATIONAL LTD. THE SHAREHOLDER OF ULTRA GLORY INTERNATIONAL LTD. OSSEN INNOVATION MATERIALS GROUP LTD. CO. And THE SHAREHOLDERS OF OSSEN INNOVATION MATERIALS GROUP LTD. CO. Dated as of July 7, 2010 TABLE OF CONTENTS Page ARTICLE I Exchange of Shares 1 1.1 Share Exchange 1 1.2 Closing 2 2] [Sales Contract of Ossen Innovation Materials Co., Ltd. Supplier Contract No: Purchaser: Place of Execution I. name, specification, steel No., unit price (tax inclusive) and purchase quantity of product Name Specification (mm) Steel No. unit price (RMB/ton) purchase quantity (ton) II. Method of delivery 1. [______] Time and quantity of delivery: 2. Method of delivery [______] (1) The purchaser takes] [EX-4.3 7 v190033_ex4-3.htm] [EX-4.4 10 v190033_ex4-4.htm] [Sales Contract of Ossen Innovation Materials Co., Ltd. Supplier Contract No: Purchaser: Place of Execution I. name, specification, steel No., unit price (tax inclusive) and purchase quantity of product Name Specification (mm) Steel No. unit price (RMB/ton) purchase quantity (ton) II. Method of delivery 1. [______] Time and quantity of delivery: 2. Method of delivery [______] (1) The purchaser takes] [Coating Processing Agreement ASMAS- - Party A: Zhangjiagang Ruifeng Steel Co., Ltd. Party B: Ossen Innovation Materials Co., Ltd. [_____] In view of Party A authorizing Party B to carry out 1. [_____] Party A provides 2. [___] Party B completes the stabilization processing within 3. Party B is responsible for the quality of the products in the coating processing] [Purchase Contract with Zhangjiagang Free Trade Zone B.M. International Trading Co., Ltd. Time of Execution: ____________ Place of Execution: _____________ Contract No.:__________ I. Name, Model, Quantity, Amount and Notes of Product name Specification & model unit quantity Unit price Amount notes In total:] [Sales Contract of Shanghai Z.F.X. Steel Co., LTd. Supplier Contract No. Purchaser Place of Execution Time of Execution I. name, specification, steel No., unit price (tax inclusive) and purchase quantity of product Name Specification (mm) Steel No. unit price (RMB/ton) purchase quantity (ton) II. Method of delivery 1. [__________] Time and quantity of delivery: 2. Method of delivery _______ _____] [Purchase Contract with Zhangjiagang Free Trade Zone JinDe Trading Time of Execution: __________ Place of Execution: ______________ Contract No.:_________ I. Name, Model, Quantity, Amount and Notes of Product name Specification & model unit quantity Unit price Amount notes] [Purchase Contract with Jiangsu Shagang Group Co., Ltd Time of Execution: __________ Place of Execution: ______________ Contract No.:_________ I. Name, Model, Quantity, Amount and Notes of Product name Specification & model unit quantity Unit price Amount notes In total: RMB] [Employment Contract Party A Party B Gender: Male ID No.: 310104196803084829 Address: No.49, Wanping Road, Xuhui District, Shanghai, P.R.C Tel.: In accordance with the Labor Law of the People's Republic of China, Party A and Party B hereby agree to conclude the employment contract through equivalent negotiations. I. Term The valid term of the employment contract is three years, from] [Stabilization Processing Agreement ASMAS- - Party A: Shanghai Zhaoyang New Metal Material Co., Ltd. Party B: Ossen Innovation Materials Co., Ltd. [______] In view of Party A authorizing Party B to carry out 1. [______] Party A provides 2. [____] Party B completes the stabilization processing within 3. Party B is responsible for the quality of the products in the] [[______] Contract No.: Loan Contract By and between Ossen Innovation Materials Co., Ltd. Borrower (Party A): Address : Liang Tang Legal Representative: And Feicuiyuan Branch, Huishang Bank Loaner (Party B) Address : Long Wang Person in Charge: - 1 - Contents Article 1 Types of Loan Article 2 Usage of Loan Article 3 Amount and term of loan Article 4] [[________] Contract No.: Loan Guarantee Contract By and between Shanghai Ossen Investment Co., Ltd. Guarantor (Party A): ： Address Fangping Jiang Legal Representative: And ： Feicuiyuan Branch, Huishang Bank Creditor (Party B) ： Address Long Wang Person in Charge: - 1 - Contents Article 1 Representations and Guarantees of Party A Article 2 Types, Amount and Term of Loan of] [[_________] Contract No.: Loan Guarantee Contract By and between Shanghai Z.F.X. Steel Co., Ltd. Guarantor (Party A): ： Address Xufeng Zhou Legal Representative: And ： Feicuiyuan Branch, Huishang Bank Creditor (Party B) ： Address Long Wang Person in Charge: - 1 - Contents Article 1 Representations and Guarantees of Party A Article 2 Types, Amount and Term of Loan of] [Cooperation Agreement Party A: Ossen (Jiujiang) Steel Wire & Cable Co., Ltd. Party B: Shanghai Machinery Manufacturing Technology Research Institute Party C: Organization Department of Jiujiang Committee of CPC and Jiujiang Bureau of Science and Technology For the purpose of its development, Party A is in urgent need of technology for “high performance indented prestressed steel wires and galvanized steel] [List of Subsidiaries of Ossen Innovation Co. Ltd. Name Country of Incorporation Ossen Innovation Materials Group Co., Ltd. British Virgin Islands Ossen Group (Asia) Co., Ltd. British Virgin Islands Topchina Development Group Ltd. British Virgin Islands Ossen Innovation Materials Co. Ltd. People’s Republic of China Ossen (Jiujiang) Steel Wire & Cable Co., Ltd. People’s Republic of China EX-8.1 34 v190033_ex8-1.htm] [INDEPENDENT REGISTERED ACCOUNTING FIRM CONSENT We consent to the use of this Shell Company Report on Form 20-F for Ossen Innovation Co., Ltd. of our report dated July 7, 2010, relating to the consolidated balance sheets of Ossen Innovation Co., Ltd. and its Subsidiaries as of December 31, 2009 and 2008 and the related consolidated statements of operations, shareholders’ equity]
