EDU [New Oriental Education & Technology] 20-F: INTRODUCTION 1 2 PART I 3 ITEM 1.

[INTRODUCTION 1 2 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 34 ITEM 4A. UNRESOLVED STAFF COMMENTS 65 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 66 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 93 ITEM] [AMENDMENT NO. 1 TO MASTER EXCLUSIVE SERVICE AGREEMENT Amendment This Amendment No. 1 to Master Exclusive Service Agreement (the “ (1) WFOE PRC Beijing Pioneer Technology Co., Ltd. (the “ (2) New Oriental China New Oriental Education & Technology (Group) Co., Ltd. (“ Parties Party The WFOE and New Oriental China are hereinafter altogether referred to as the “ RECITALS] [NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. 2016 SHARE INCENTIVE PLAN (As adopted by the resolutions of the board of directors of the Company dated January 19, 2016) Purposes of the Plan 1. Definitions 2. “Administrator (a) Affiliate Associate (b) “ (c) “ Assumed (d) “ Award (e) “ Award Agreement (f) “ Board (g) “ Cause (h) “ Change] [List of Subsidiaries and Variable Interest Entities Subsidiaries: Jurisdiction of Incorporation Direct Parent Company of the Subsidiary and its Jurisdiction of Incorporation Beijing Decision Education & Consulting Co., Ltd. PRC Elite Concept Holdings Limited (Hong Kong) Beijing Judgment Education & Consulting Co., Ltd. PRC Winner Park Limited (Hong Kong) Beijing Hewstone Technology Co., Ltd. PRC Elite Concept Holdings Limited (Hong] [I, Chenggang Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of New Oriental Education & Technology Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [Certification by the Principal Financial Officer I, Zhihui Yang, certify that: 1. I have reviewed this annual report on Form 20-F of New Oriental Education & Technology Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 7 d198239dex131.htm EX-13.1] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 8 d198239dex132.htm EX-13.2] [TIAN YUAN LAW FIRM 10/F, CPIC Plaza, No. 28 FengSheng Hutong, Xicheng District, Beijing, 100032, P.R.China Tel: (8610) 5776-3888; Fax: (8610) 5776-3777. New Oriental Education & Technology Group Inc. No. 6 Hai Dian Zhong Street Haidian District, Beijing 100080, People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-15.1 9 d198239dex151.htm EX-15.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333-172020 and 333-140083 on Form S-8 of our reports dated September 27, 2016, relating to the consolidated financial statements and financial statement schedule of New Oriental Education & Technology Group Inc., its subsidiaries, variable interest entities and their schools and subsidiaries]

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HOLI [Hollysys Automation Technologies] 20-F: (Original Filing)

[HOLLYSYS AUTOMATION TECHNOLOGIES LTD. ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED JUNE 30, 2016 TABLE OF CONTENTS Page PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 6] [LIST OF SUBSIDIARIES OF HOLLYSYS AUTOMATION TECHNOLOGIES LTD. Subsidiaries Jurisdiction of incorporation Hollysys International Pte. Limited Singapore Hollysys (Asia Pacific) Pte. Limited Singapore Hollysys Automation India Private Limited India Gifted Time Holdings Limited British Virgin Islands Clear Mind Limited British Virgin Islands World Hope Enterprises Limited Hong Kong Concord Solutions (HK) Limited Hong Kong Hollycon (Italy) Pte. Ltd. Italy Beijing] [CERTIFICATIONS I, Baiqing Shao, certify that: 1. I have reviewed this annual report on Form 20-F of Hollysys Automation Technologies Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATIONS I, Herriet Qu, certify that: 1. I have reviewed this annual report on Form 20-F of Hollysys Automation Technologies Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of June 30, 2016 and results of operations of the Company for the fiscal year ended June 30, 2016. Baiqing Shao Chief Executive Officer September 23, 2016] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of June 30, 2016 and results of operations of the Company for the fiscal year ended June 30, 2016. Herriet Qu Chief Financial Officer (Principal Financial and Accounting Officer) September 23, 2016] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-170811) pertaining to the 2006 Stock Plan of Hollysys Automation Technologies Ltd., (2) Registration Statement (Form S-8 No. 333-208615) pertaining to the 2015 Equity Incentive Plan of Hollysys Automation Technologies Ltd., and (3) Registration Statement]

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HOLI [Hollysys Automation Technologies] 20-F: HOLLYSYS AUTOMATION TECHNOLOGIES LTD. ANNUAL REPORT ON FORM

[HOLLYSYS AUTOMATION TECHNOLOGIES LTD. ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED JUNE 30, 2016 TABLE OF CONTENTS Page PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 6] [LIST OF SUBSIDIARIES OF HOLLYSYS AUTOMATION TECHNOLOGIES LTD. Subsidiaries Jurisdiction of incorporation Hollysys International Pte. Limited Singapore Hollysys (Asia Pacific) Pte. Limited Singapore Hollysys Automation India Private Limited India Gifted Time Holdings Limited British Virgin Islands Clear Mind Limited British Virgin Islands World Hope Enterprises Limited Hong Kong Concord Solutions (HK) Limited Hong Kong Hollycon (Italy) Pte. Ltd. Italy Beijing] [CERTIFICATIONS I, Baiqing Shao, certify that: 1. I have reviewed this annual report on Form 20-F of Hollysys Automation Technologies Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATIONS I, Herriet Qu, certify that: 1. I have reviewed this annual report on Form 20-F of Hollysys Automation Technologies Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of June 30, 2016 and results of operations of the Company for the fiscal year ended June 30, 2016. Baiqing Shao Chief Executive Officer September 23, 2016] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of June 30, 2016 and results of operations of the Company for the fiscal year ended June 30, 2016. Herriet Qu Chief Financial Officer (Principal Financial and Accounting Officer) September 23, 2016] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-170811) pertaining to the 2006 Stock Plan of Hollysys Automation Technologies Ltd., (2) Registration Statement (Form S-8 No. 333-208615) pertaining to the 2015 Equity Incentive Plan of Hollysys Automation Technologies Ltd., and (3) Registration Statement]

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GRO [AGRIA] 20-F: (Original Filing)

[] [Agreement relating to Supplemental Agreement - Partial Prepayment Relating to Agria Asia Investments Limited Agria Group Agria Group Limited ( New Hope New Hope International (Hong Kong) Limited ( Details Date January 14th, 2013 Parties Name Agria Group Limited Short name Agria Group Notice Details Room 1701, 17/F., Dutyfree Commercial Building, Fuhua First Road, Futian District, Shenzhen 518048, the People’s] [Prepayment Agreement relating to Supplemental Agreement Relating to Agria Asia Investments Limited Agria Group Agria Group Limited ( New Hope New Hope International (Hong Kong) Limited ( Details Date 5 August 2013 Parties Name Agria Group Limited Short name Agria Group Notice Details Room1701, 17/F, Dutyfree Business Building, Fuhua 1st Road, Futian District, Shenzhen, PRC (518048) Fax 852-21955276 Attention Patrick] [Supplemental to Prepayment Agreement Relating to Agria Asia Investments Limited Agria Group Agria Group Limited ( New Hope New Hope International (Hong Kong) Limited ( Details Date Feb 2015 Parties Name Agria Group Limited Short name Agria Group Notice Details Room1701, 17/F, Dutyfree Business Building, Fuhua 1st Road, Futian District, Shenzhen, PRC (518048) Fax 852-21955276 Attention Jennifer He Name New] [THIS DEED OF RELEASE NEW HOPE INTERNATIONAL (HONG KONG) LIMITED Chargee IN FAVOUR OF: AGRIA ASIA INVESTMENT LIMITED the Company AGRIA GROUP LIMITED Chargor WHEREAS: A Shareholders Agreement The Chargor, the Company and the Chargee entered into a Shareholders Agreement dated June 28, 2011 (the “ B Charged Shares Share Charge C It is intended that this document takes effect] [List of Subsidiaries As of June 30, 2016 Name Place of Incorporation Agria Group Limited (formerly known as Aero-Biotech Group Limited) British Virgin Islands (“BVI”) China Victory International Holdings Limited Hong Kong Aero Biotech Science & Technology Co., Ltd. People’s Republic of China (“PRC”) Agria Holdings (Shenzhen) Co., Ltd. (formerly known as Agria Brother Biotech (Shenzhen) Co., Ltd.) PRC Agria] [Agria Corporation Purpose Code Company U.S. GAAP This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: · · SEC · · · Applicability employee employees senior officer senior officers This Code applies to all of the directors, officers, employees, consultants and advisors of the Company and its subsidiaries (collectively referred] [Certification by the Executive Chairman of the Board of Directors I, Guanglin Lai, certify that: 1. I have reviewed this annual report on Form 20-F of Agria Corporation (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [Certification by the Chief Financial Officer I, John Fulton, certify that: 1. I have reviewed this annual report on Form 20-F of Agria Corporation (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Executive Chairman of the Board of Directors (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-153058 and No. 333-213389) pertaining to the 2007 and 2015 Share Incentive Plans of Agria Corporation, of our report dated September 20, 2016, relating to the consolidated financial statements of Agria Corporation and its subsidiaries, which report]

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GRO [AGRIA] 20-F:

[] [Agreement relating to Supplemental Agreement - Partial Prepayment Relating to Agria Asia Investments Limited Agria Group Agria Group Limited ( New Hope New Hope International (Hong Kong) Limited ( Details Date January 14th, 2013 Parties Name Agria Group Limited Short name Agria Group Notice Details Room 1701, 17/F., Dutyfree Commercial Building, Fuhua First Road, Futian District, Shenzhen 518048, the People’s] [Prepayment Agreement relating to Supplemental Agreement Relating to Agria Asia Investments Limited Agria Group Agria Group Limited ( New Hope New Hope International (Hong Kong) Limited ( Details Date 5 August 2013 Parties Name Agria Group Limited Short name Agria Group Notice Details Room1701, 17/F, Dutyfree Business Building, Fuhua 1st Road, Futian District, Shenzhen, PRC (518048) Fax 852-21955276 Attention Patrick] [Supplemental to Prepayment Agreement Relating to Agria Asia Investments Limited Agria Group Agria Group Limited ( New Hope New Hope International (Hong Kong) Limited ( Details Date Feb 2015 Parties Name Agria Group Limited Short name Agria Group Notice Details Room1701, 17/F, Dutyfree Business Building, Fuhua 1st Road, Futian District, Shenzhen, PRC (518048) Fax 852-21955276 Attention Jennifer He Name New] [THIS DEED OF RELEASE NEW HOPE INTERNATIONAL (HONG KONG) LIMITED Chargee IN FAVOUR OF: AGRIA ASIA INVESTMENT LIMITED the Company AGRIA GROUP LIMITED Chargor WHEREAS: A Shareholders Agreement The Chargor, the Company and the Chargee entered into a Shareholders Agreement dated June 28, 2011 (the “ B Charged Shares Share Charge C It is intended that this document takes effect] [List of Subsidiaries As of June 30, 2016 Name Place of Incorporation Agria Group Limited (formerly known as Aero-Biotech Group Limited) British Virgin Islands (“BVI”) China Victory International Holdings Limited Hong Kong Aero Biotech Science & Technology Co., Ltd. People’s Republic of China (“PRC”) Agria Holdings (Shenzhen) Co., Ltd. (formerly known as Agria Brother Biotech (Shenzhen) Co., Ltd.) PRC Agria] [Agria Corporation Purpose Code Company U.S. GAAP This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: · · SEC · · · Applicability employee employees senior officer senior officers This Code applies to all of the directors, officers, employees, consultants and advisors of the Company and its subsidiaries (collectively referred] [Certification by the Executive Chairman of the Board of Directors I, Guanglin Lai, certify that: 1. I have reviewed this annual report on Form 20-F of Agria Corporation (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [Certification by the Chief Financial Officer I, John Fulton, certify that: 1. I have reviewed this annual report on Form 20-F of Agria Corporation (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Executive Chairman of the Board of Directors (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-153058 and No. 333-213389) pertaining to the 2007 and 2015 Share Incentive Plans of Agria Corporation, of our report dated September 20, 2016, relating to the consolidated financial statements of Agria Corporation and its subsidiaries, which report]

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VISN [VISIONCHINA MEDIA] 20-F: (Original Filing)

[] [Capital Increase Agreement by and among Beijing Baidu Network Information Technology Co., Ltd., Guangdong Zhongke Baiyun New Industry Venture Investment Co., Ltd., Dongguan Zhongke Zhongguang Venture Investment Co., Ltd., Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd., VisionChina Media Group Co., Ltd., Shenzhen High Definition Digital Television Industry Investment Co., Ltd., Shenzhen Champ Elysee Venture Capital Management Co., Ltd., and Li] [Shareholders Agreement by and among Beijing Baidu Network Information Technology Co., Ltd., Guangdong Zhongke Baiyun New Industry Venture Investment Co., Ltd., Dongguan Zhongke Zhongguang Venture Investment Co., Ltd., Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd., VisionChina Media Group Co., Ltd., Shenzhen High Definition Digital Television Industry Investment Co., Ltd., Shenzhen Champ Elysee Venture Capital Management Co., Ltd., and Li Limin] [Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd. Capital Increase Agreement by and among CCB International (Shenzhen) Investment Co., Ltd., Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd., and Five Existing Shareholders Dated: June 2016 ( “Agreement”), THIS SHENZHEN QIANHAI VISIONCHINA MOBILE INTERACTIVE CO., LTD. CAPITAL INCREASE AGREEMENT CCB International (Shenzhen) Investment Co., Ltd. (“CCB Intl”) Party A: Shenzhen Qianhai VisionChina Mobile] [Supplementary Agreement to Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd. Capital Increase Agreement by and among CCB International (Shenzhen) Investment Co., Ltd., VisionChina Media Group Co., Ltd., henzhen Champ Elysee Venture Capital Management Co., Ltd., S and Li Limin Dated: June 2016 ( “Agreement”), THIS SUPPLEMENTARY AGREEMENT TO SHENZHEN QIANHAI VISIONCHINA MOBILE INTERACTIVE CO., LTD. CAPITAL INCREASE AGREEMENT CCB International] [Agreement on the Transfer of 49% Interest in Shenzhen VisionChina New Culture Media Co., Ltd. Between Shenzhen Ledman Optoelectronic Co., Ltd. and VisionChina Media Group Co., Ltd. Dated: August 2016 (this “Agreement”), THIS AGREEMENT ON THE TRANSFER OF 49% INTEREST IN SHENZHEN VISION CHINA NEW CULTURE MEDIA CO., LTD Party A (transferee): Shenzhen Ledman Optoelectronic Co., Ltd. Registered Address: Block] [Agreement on the Make-Up Payments for the Forecasted Profits of Shenzhen VisionChina New Culture Media Co., Ltd. Between Shenzhen Ledman Optoelectronic Co., Ltd. and VisionChina Media Group Co., Ltd. Dated: August 2016 (this “Agreement”), THIS AGREEMENT ON THE MAKE-UP PAYEMNTS FOR THE FORECASTED PROFITS OF SHENZHEN VISIONCHINA NEW CULTURE MEDIA CO., LTD Party A: Shenzhen Ledman Optoelectronic Co., Ltd. Registered] [Subsidiaries, incorporated in the British Virgin Islands: · Vision Best Limited · Digital Media Group Company Limited Subsidiaries, incorporated in the PRC: · China Digital Technology (Shenzhen) Co., Ltd. · Shenzhen Huachangshi Digital Technology Co., Ltd. · Shenzhen Huadingshi Mobile Digital Television Co., Ltd. · Beijing Eastlong Technology Development Co., Ltd. · Dienzhi Advertising (Shanghai) Co., Ltd. Subsidiary, incorporated in] [I, Limin Li, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Limin Li Chief Executive Officer] [I, Yan Wang, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Yan Wang Chief Financial Officer] [Certification by the Chief Executive Officer (1) (2) Limin Li Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) Yan Wang Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-149316 on Form S-8 of our report dated September 20, 2016, relating to the consolidated financial statements and the related financial statement schedule of VisionChina Media Inc. and its subsidiaries and variable interest entities (collectively, the "Group") (which report expresses an unqualified]

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VISN [VISIONCHINA MEDIA] 20-F:

[] [Capital Increase Agreement by and among Beijing Baidu Network Information Technology Co., Ltd., Guangdong Zhongke Baiyun New Industry Venture Investment Co., Ltd., Dongguan Zhongke Zhongguang Venture Investment Co., Ltd., Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd., VisionChina Media Group Co., Ltd., Shenzhen High Definition Digital Television Industry Investment Co., Ltd., Shenzhen Champ Elysee Venture Capital Management Co., Ltd., and Li] [Shareholders Agreement by and among Beijing Baidu Network Information Technology Co., Ltd., Guangdong Zhongke Baiyun New Industry Venture Investment Co., Ltd., Dongguan Zhongke Zhongguang Venture Investment Co., Ltd., Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd., VisionChina Media Group Co., Ltd., Shenzhen High Definition Digital Television Industry Investment Co., Ltd., Shenzhen Champ Elysee Venture Capital Management Co., Ltd., and Li Limin] [Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd. Capital Increase Agreement by and among CCB International (Shenzhen) Investment Co., Ltd., Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd., and Five Existing Shareholders Dated: June 2016 ( “Agreement”), THIS SHENZHEN QIANHAI VISIONCHINA MOBILE INTERACTIVE CO., LTD. CAPITAL INCREASE AGREEMENT CCB International (Shenzhen) Investment Co., Ltd. (“CCB Intl”) Party A: Shenzhen Qianhai VisionChina Mobile] [Supplementary Agreement to Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd. Capital Increase Agreement by and among CCB International (Shenzhen) Investment Co., Ltd., VisionChina Media Group Co., Ltd., henzhen Champ Elysee Venture Capital Management Co., Ltd., S and Li Limin Dated: June 2016 ( “Agreement”), THIS SUPPLEMENTARY AGREEMENT TO SHENZHEN QIANHAI VISIONCHINA MOBILE INTERACTIVE CO., LTD. CAPITAL INCREASE AGREEMENT CCB International] [Agreement on the Transfer of 49% Interest in Shenzhen VisionChina New Culture Media Co., Ltd. Between Shenzhen Ledman Optoelectronic Co., Ltd. and VisionChina Media Group Co., Ltd. Dated: August 2016 (this “Agreement”), THIS AGREEMENT ON THE TRANSFER OF 49% INTEREST IN SHENZHEN VISION CHINA NEW CULTURE MEDIA CO., LTD Party A (transferee): Shenzhen Ledman Optoelectronic Co., Ltd. Registered Address: Block] [Agreement on the Make-Up Payments for the Forecasted Profits of Shenzhen VisionChina New Culture Media Co., Ltd. Between Shenzhen Ledman Optoelectronic Co., Ltd. and VisionChina Media Group Co., Ltd. Dated: August 2016 (this “Agreement”), THIS AGREEMENT ON THE MAKE-UP PAYEMNTS FOR THE FORECASTED PROFITS OF SHENZHEN VISIONCHINA NEW CULTURE MEDIA CO., LTD Party A: Shenzhen Ledman Optoelectronic Co., Ltd. Registered] [Subsidiaries, incorporated in the British Virgin Islands: · Vision Best Limited · Digital Media Group Company Limited Subsidiaries, incorporated in the PRC: · China Digital Technology (Shenzhen) Co., Ltd. · Shenzhen Huachangshi Digital Technology Co., Ltd. · Shenzhen Huadingshi Mobile Digital Television Co., Ltd. · Beijing Eastlong Technology Development Co., Ltd. · Dienzhi Advertising (Shanghai) Co., Ltd. Subsidiary, incorporated in] [I, Limin Li, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Limin Li Chief Executive Officer] [I, Yan Wang, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Yan Wang Chief Financial Officer] [Certification by the Chief Executive Officer (1) (2) Limin Li Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) Yan Wang Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-149316 on Form S-8 of our report dated September 20, 2016, relating to the consolidated financial statements and the related financial statement schedule of VisionChina Media Inc. and its subsidiaries and variable interest entities (collectively, the "Group") (which report expresses an unqualified]

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CNR [CHINA METRO-RURAL] 20-F: (Original Filing)

[(Title of each class) (Name of each exchange on which registered) Ordinary shares, par value NYSE MKT None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the Period covered by the Annual Report. As of March 31, 2016 there] [1st April, Two Thousand and Fifteen THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) CHENG CHUNG HING( [ID and address not disclosed] WHEREAS Forty-five Million Hong Kong Dollars only April 1, 2015 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender] [ICBC Working Capital Loan Contract Contract Number: The Lender: ICBC Hengyang Hua Xin Branch The Borrower: China Glorious City (Hengyang) Co., Ltd. This Contract regarding the loan grant to the Borrower by the Lender, is entered into upon mutual agreement between the Borrower and the Lender through negotiation. Part I: Basic Agreement 1. Use of Loan Proceeds The Loan under] [Bank of China Working Capital Loan Contract China Glorious City Investments (Zhoukou) Co., Ltd. The Borrower: Bank of China, Zhoukou Branch The Lender: The Borrower and the Lender has entered into this contract (this “Contract”) upon mutual agreement regarding granting of working capital loan. Section 1 Loan Amount RMB Currency type: Loan amount: (In words) One Hundred Million (In numbers)] [4th August, Two Thousand and Fifteen THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) CHENG CHUNG HING( [ID and address not disclosed] WHEREAS :- Fifty-Five Million Hong Kong Dollars only August 4, 2015 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the] [3 rd November, Two Thousand and Fifteen THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA GLORIOUS CITY HOLDINGS LIMITED ( ) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) MR. CHENG CHUNG HING( [ID and address not disclosed] WHEREAS :- Two Hundred Million Hong Kong Dollars only November 3rd, 2015 The Borrower is desirous of borrowing an unconditional and unsecured fixed] [20th January, Two Thousand and Sixteen THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) CHENG CHUNG HING( [ID and address not disclosed] WHEREAS :- Fifty Million Hong Kong Dollars only January 20, 2016 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the] [Bank of China Working Capital Loan Contract China Glorious City (Nanyang) Industries Co., Ltd. The Borrower: Bank of China, Nanyang Branch The Lender: The Borrower and the Lender has entered into this contract (this “Contract”) upon mutual agreement regarding granting of working capital loan. Section 1 Loan Amount RMB Currency type: Loan amount: (In words) One Hundred Million (In numbers)] [LIST OF SUBSIDIARIES 1. China Metro-Rural Limited, a Cayman Islands incorporated company continued in BVI 2. China Metro-Rural Exchange Limited, ( 3. China Northeast Logistics City Co., Ltd. , ( 4. Tieling Northeast City Advertising Co., Ltd., ( 5. Tieling North Asia Property Management Co., Ltd., ( 6. Tieling North Asia Development Co., Ltd., ( 7. Tieling Northeast City Motor] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Sio Kam Seng, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. , August 1 Sio Kam Seng Chief Executive Officer and Acting Chief Financial Officer EX-13.1 11 d229586dex131.htm EX-13.1] [CONSENT OF VALUATION FIRM We hereby consent to the use of the information contained in our reports, dated as of July 20, 2016, relating to valuations of the convertible bonds and certain investment properties, respectively, of the Company. Hong Kong August 1, 2016 EX-15.1 12 d229586dex151.htm EX-15.1] [CONSENT OF INDEPENDENT VALUER We hereby consent to the use of the information contained in our reports, dated as of 20 July 2016, relating to valuations of the convertible bonds of China Metro-Rural Holdings Limited in your annual report. Hong Kong August 1, 2016 EX-15.2 13 d229586dex152.htm EX-15.2]

By | 2016-08-02T12:22:18+00:00 August 1st, 2016|Categories: Chinese Stocks, CNR, SEC Original|Tags: , , , , , |0 Comments

CNR [CHINA METRO-RURAL] 20-F: (Title of each class) (Name of each exchange

[(Title of each class) (Name of each exchange on which registered) Ordinary shares, par value NYSE MKT None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the Period covered by the Annual Report. As of March 31, 2016 there] [1st April, Two Thousand and Fifteen THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) CHENG CHUNG HING( [ID and address not disclosed] WHEREAS Forty-five Million Hong Kong Dollars only April 1, 2015 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender] [ICBC Working Capital Loan Contract Contract Number: The Lender: ICBC Hengyang Hua Xin Branch The Borrower: China Glorious City (Hengyang) Co., Ltd. This Contract regarding the loan grant to the Borrower by the Lender, is entered into upon mutual agreement between the Borrower and the Lender through negotiation. Part I: Basic Agreement 1. Use of Loan Proceeds The Loan under] [Bank of China Working Capital Loan Contract China Glorious City Investments (Zhoukou) Co., Ltd. The Borrower: Bank of China, Zhoukou Branch The Lender: The Borrower and the Lender has entered into this contract (this “Contract”) upon mutual agreement regarding granting of working capital loan. Section 1 Loan Amount RMB Currency type: Loan amount: (In words) One Hundred Million (In numbers)] [4th August, Two Thousand and Fifteen THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) CHENG CHUNG HING( [ID and address not disclosed] WHEREAS :- Fifty-Five Million Hong Kong Dollars only August 4, 2015 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the] [3 rd November, Two Thousand and Fifteen THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA GLORIOUS CITY HOLDINGS LIMITED ( ) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) MR. CHENG CHUNG HING( [ID and address not disclosed] WHEREAS :- Two Hundred Million Hong Kong Dollars only November 3rd, 2015 The Borrower is desirous of borrowing an unconditional and unsecured fixed] [20th January, Two Thousand and Sixteen THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) CHENG CHUNG HING( [ID and address not disclosed] WHEREAS :- Fifty Million Hong Kong Dollars only January 20, 2016 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the] [Bank of China Working Capital Loan Contract China Glorious City (Nanyang) Industries Co., Ltd. The Borrower: Bank of China, Nanyang Branch The Lender: The Borrower and the Lender has entered into this contract (this “Contract”) upon mutual agreement regarding granting of working capital loan. Section 1 Loan Amount RMB Currency type: Loan amount: (In words) One Hundred Million (In numbers)] [LIST OF SUBSIDIARIES 1. China Metro-Rural Limited, a Cayman Islands incorporated company continued in BVI 2. China Metro-Rural Exchange Limited, ( 3. China Northeast Logistics City Co., Ltd. , ( 4. Tieling Northeast City Advertising Co., Ltd., ( 5. Tieling North Asia Property Management Co., Ltd., ( 6. Tieling North Asia Development Co., Ltd., ( 7. Tieling Northeast City Motor] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Sio Kam Seng, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. , August 1 Sio Kam Seng Chief Executive Officer and Acting Chief Financial Officer EX-13.1 11 d229586dex131.htm EX-13.1] [CONSENT OF VALUATION FIRM We hereby consent to the use of the information contained in our reports, dated as of July 20, 2016, relating to valuations of the convertible bonds and certain investment properties, respectively, of the Company. Hong Kong August 1, 2016 EX-15.1 12 d229586dex151.htm EX-15.1] [CONSENT OF INDEPENDENT VALUER We hereby consent to the use of the information contained in our reports, dated as of 20 July 2016, relating to valuations of the convertible bonds of China Metro-Rural Holdings Limited in your annual report. Hong Kong August 1, 2016 EX-15.2 13 d229586dex152.htm EX-15.2]

By | 2016-08-02T12:23:10+00:00 August 1st, 2016|Categories: Chinese Stocks, CNR, Webplus ver|Tags: , , , , , |0 Comments

KANG [iKang Healthcare] 20-F: (Original Filing)

[FORM 20-F (Mark One) o OR x OR o OR o Date of event requiring this shell company report. . . . . . . . . . . . . . . . . . . . For the transition period from to iKang Healthcare Group, Inc. N/A Cayman Islands (Jurisdiction of incorporation or organization) B-6F, Shimao Tower 92A] [New China Life Insurance Co., Ltd. (“NCI”), iKang Guobin Healthcare Group Co., Ltd. (“iKang”), Shenzhen Top Spring Pu Chang Investment Management Co., Ltd. (“Top Spring Pu Chang”) and New China Life Insurance Health Investment Management Co., Ltd. (the “Target Company”) entered into the Capital Injection Agreement (the “Agreement”) on December 4, 2015, as supplemented by the Supplemental Agreement to the] [iKang Healthcare Technology Group Co., Ltd. (the “Borrower”) and AVIC Trust Co., Ltd. (the “Lender”) entered into the Loan Agreement (the “Agreement”) on December 9, 2015. Article 1. The Loan Amount The amount of loan (“Loan”) hereunder is RMB500,000,000. Article 2. Usage of the Loan. 2.1 2.2 Article 3. Term of the Loan. 3.1 3.2 1 3.3 3.4 3.5 3.6] [Shenzhen Xingwang Great Health No.1 Investment Center (Limited Partnership) (“Party A”) and iKang Healthcare Technology Group Co., Ltd. (“Party B”, or the “Company”) entered into the Investment Agreement on December 7, 2015, as supplemented by the Supplemental Agreement to the Investment Agreement dated February 14, 2016. Article 1. Terms of Loan and Conversion (1) (2) (3) (4) (5) (i) 1] [Zhongjin Zhide Equity Investment Management Co., Ltd. (“Party A”) and iKang Healthcare Technology Group Co., Ltd. (“Party B”, or the “Company”) entered into the Investment Agreement on December 11, 2015. Article 1. Terms of Loan and Conversion (1) (2) (3) (4) (5) 1 (i) (ii) (1) (2) (3) (4) 2 (5) Article 4. Event of Default (1) (2) (3) (4)] [Tianjin Junlian Yunpeng Enterprise Management Consulting Partnership (Limited Partnership) (“Party A”), iKang Healthcare Technology Group Co., Ltd. (“Party B”, or the “Company”) and Beijing Junlian Xinhai Equity Investment Partnership (Limited Partnership) (“Party C”) entered into the Investment Agreement on December 30, 2015, as supplemented by the Supplemental Agreement to the Investment Agreement dated February 14, 2016. Article 1. Terms of] [List of Subsidiaries Subsidiaries Place of Incorporation iKang Guobin Healthcare Group, Inc. British Virgin Islands iKang Zhejiang, Inc. British Virgin Islands iKang MRI Center, Inc. British Virgin Islands iKang mHealth, Inc. British Virgin Islands Yuanhua Healthcare Limited Hong Kong MediFast (Hong Kong) Limited Hong Kong Medifast (Hong Kong) Ltd. (Causeway Bay Branch) Hong Kong Medifast (Hong Kong) Ltd. (Kowloon Branch)] [I, Ligang Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of iKang Healthcare Group, Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [Certification by the Principal Financial Officer I, Yang Chen, certify that: 1. I have reviewed this annual report on Form 20-F of iKang Healthcare Group, Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. July 29, 2016 EX-13.1 10 a16-11673_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. July 29, 201 EX-13.2 11 a16-11673_1ex13d2.htm EX-13.2] [15.1 29 July, 2016 Matter No.:823187 Doc Ref: 102708437 +852 2842 9531 Anna.Chong@conyersdill.com Charissa.Ball@conyersdill.com The Directors iKang Healthcare Group, Inc. B-6F Shimao Tower 92A Jianguo Road Chaoyang District Beijing 100022 People’s Republic of China Dear Sirs, Re: iKang Healthcare Group, Inc. (the “Company”) Form 20-F Yours faithfully, EX-15.1 12 a16-11673_1ex15d1.htm EX-15.1] [July 29, 2016 iKang Healthcare Group, Inc. B-6F Shimao Tower, 92A Jianguo Road Chaoyang District Beijing 100022 People’s Republic of China Ladies and Gentlemen, We consent to the reference to our firm under the captions of “Item 3.D — Risk Factors” and “Item 4.C — Organizational Structure” in iKang Healthcare Group, Inc.’s annual report on Form 20-F for the year] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333-197289 and Beijing, the People’s Republic of China July 29, 2016 EX-15.3 14 a16-11673_1ex15d3.htm EX-15.3]

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