[SKYSTAR BIO-PHARMACEUTICAL COMPANY Rm. 10601, Jiezuo Plaza No. 4, Fenghui Road South Gaoxin District, Xi’an, Shaanxi Province People’s Republic of China June 26, 2009 VIA FACSIMILE (202)772- 9 217 AND VIA EDGAR Jeffrey Riedler Assistant Director Jennifer Riegel Staff Attorney Skystar Bio-Pharmaceutical Company RE: Registration Statement on Form S-1 (File No. 333-150695) Dear Mr. Riedler and Ms. Riegel: The Company]
[SKYSTAR BIO-PHARMACEUTICAL COMPANY Rm. 10601, Jiezuo Plaza No. 4, Fenghui Road South Gaoxin District, Xi’an, Shaanxi Province People’s Republic of China June 26, 2009 VIA FACSIMILE (202)772- 9 217 AND VIA EDGAR Jeffrey Riedler Assistant Director Jennifer Riegel Staff Attorney Skystar Bio-Pharmaceutical Company RE: Registration Statement on Form S-1 (File No. 333-150695) Dear Mr. Riedler and Ms. Riegel: The Company]
[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Amount to Be (1) Proposed Maximum Amount of (2) Share of Common Stock, $.001 par value 1,610,000 17,710,000 988.22 (3) (4) Representatives Common Stock Purchase Option] [UNDERWRITING AGREEMENT between SKYSTAR BIO-PHARMACEUTICAL COMPANY and RODMAN & RENSHAW, LLC as Representative SKYSTAR BIO-PHARMACEUTICAL COMPANY UNDERWRITING AGREEMENT New York, New York ___________ __, 2009 Rodman & Renshaw, LLC th 1251 Avenue of the Americas, 20 New York, New York 10020 Ladies and Gentlemen: Company you Representative Underwriters Underwriter Purchase and Sale of Securities 1. Firm Securities 1.1. Nature and] [EX-4.1 11 v153379_ex4-1.htm] [THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE] [RICHARDSON & PATEL LLP 10900 Wilshire Boulevard Suite 500 Los Angeles, California 90024 Telephone (310) 208-1183 Facsimile (310) 208-1154 June 26, 2009 SKYSTAR BIO-PHARMACEUTICAL COMPANY Rm. 10601, Jiezuo Plaza, No.4, Fenghui Road South, Gaoxin District, Xi’an, Shaanxi Province, P.R. China Re: SKYSTAR BIO-PHARMACEUTICAL COMPANY Registration Statement on Form S-1 Ladies and Gentlemen: We do not find it necessary for the] [Consent of Independent Registered Public Accounting Firm Skystar Bio-Pharmaceutical Company and Subsidiaries Audited Financial Statements December 31, 2008 and 2007 To The Board of Directors Skystar Bio-Pharmaceutical Company Walnut, California June 26, 2009 EX-23.1 15 v153379_ex23-1.htm] [Response: Under applicable PRC law, payment of registered capital is satisfied by a bank confirmation of the required amount in the bank account of the FIE and a registered capital verification report issued by a local accounting firm. Once both conditions are satisfied, the money is not required to be preserved in the FIE’s bank account. Thus, while $3 million]
[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Amount to Be (1) Proposed Maximum Amount of (2) Share of Common Stock, $.001 par value 1,610,000 17,710,000 988.22 (3) (4) Representatives Common Stock Purchase Option] [UNDERWRITING AGREEMENT between SKYSTAR BIO-PHARMACEUTICAL COMPANY and RODMAN & RENSHAW, LLC as Representative SKYSTAR BIO-PHARMACEUTICAL COMPANY UNDERWRITING AGREEMENT New York, New York ___________ __, 2009 Rodman & Renshaw, LLC th 1251 Avenue of the Americas, 20 New York, New York 10020 Ladies and Gentlemen: Company you Representative Underwriters Underwriter Purchase and Sale of Securities 1. Firm Securities 1.1. Nature and] [EX-4.1 11 v153379_ex4-1.htm] [THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE] [RICHARDSON & PATEL LLP 10900 Wilshire Boulevard Suite 500 Los Angeles, California 90024 Telephone (310) 208-1183 Facsimile (310) 208-1154 June 26, 2009 SKYSTAR BIO-PHARMACEUTICAL COMPANY Rm. 10601, Jiezuo Plaza, No.4, Fenghui Road South, Gaoxin District, Xi’an, Shaanxi Province, P.R. China Re: SKYSTAR BIO-PHARMACEUTICAL COMPANY Registration Statement on Form S-1 Ladies and Gentlemen: We do not find it necessary for the] [Consent of Independent Registered Public Accounting Firm Skystar Bio-Pharmaceutical Company and Subsidiaries Audited Financial Statements December 31, 2008 and 2007 To The Board of Directors Skystar Bio-Pharmaceutical Company Walnut, California June 26, 2009 EX-23.1 15 v153379_ex23-1.htm] [Response: Under applicable PRC law, payment of registered capital is satisfied by a bank confirmation of the required amount in the bank account of the FIE and a registered capital verification report issued by a local accounting firm. Once both conditions are satisfied, the money is not required to be preserved in the FIE’s bank account. Thus, while $3 million]
[FORM 20-F (Mark One) ¨ or x For the fiscal year ended December 31, 2008. or ¨ For the transition period from or ¨ Date of event requiring this shell company report CHINA SUNERGY CO., LTD. N/A Cayman Islands (Jurisdiction of incorporation or organization) No. 123 Focheng West Road Jiangning Economic & Technical Development Zone Nanjing, Jiangsu 211100, People’s Republic] [EMPLOYMENT AGREEMENT BETWEEN CHINA SUNERGY CO., LTD. AND ________________________________ Dated ____________ ________________________________ OFFSHORE EMPLOYMENT AGREEMENT Agreement Company" Executive Effective Date THIS EMPLOYMENT AGREEMENT (this " WHEREAS, the Company desires to employ Executive and to enter into an agreement embodying the terms of such employment on and after the Effective Date; and WHEREAS, Executive desires and is willing to enter into] [Purchase Contract Contract No.: CG12008209 Signing Place: Jiangning District, Nanjing The Seller: CEEG (Nanjing) Semiconductor Material Co., Ltd. The Buyer: China Sunergy (Nanjing) Co., Ltd. Address: No. 6 Shuige Road, Jiangning Economy and Technology Development Zone, Nanjing Address: No. 123 West Focheng Road, Jiangning Economy and Technology Development Zone, Nanjing Postal code: 211100 Postal code: 211100 Legal representative: Gao Zhengfei] [SALES CONTRACT CG120080316 No. : The Seller : China Electric Equipment Group (HK) Ltd. ： Address ： Tel ： Fax The Buyer : Add: NO.123, FoCheng West Road, Jiangning Economic & Technical Development Zone, Nanjing 211000, China Tel: +86-25-52766603 Fax: +86-25-52766882 Contact person: Sun Qiquan This contract is made out by and between the Buyer and the Seller, whereby the] [Purchase Contract Contract No.: CG120090007 Place of execution: Jiangning, Nanjing Date of execution: January 19, 2009 Party A: Jiangxi Jingde Semiconductor New Materials Co., Ltd. Party B: China Sunergy (Nanjing) Co., Ltd. Address: High and New-Tech Industrial Park, Jingdezhen, Jiangxi Address: 123, West Focheng Road, Jiangning Economic & Technical Development Zone, Nanjing Legal representative: Gao Zhengfei Legal representative: Lu Tingtiu] [Sales Contract Contract No.: CG120080107 Signing Place: Jiangning District, Nanjing The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. The Seller: China Sunergy (Nanjing) Co., Ltd. Add.: No. V-25A, Western Science & Technology Park, Songjiang Industrial Park, Shanghai Add.: No. 123, West Focheng Road, Jiangning Economy and Technology Development Zone, Nanjing Tel.: 021-57850711 Tel.: 025-52766603 Fax: 021-57850700 Fax: 025-52766882] [Sales Contract Contract No.: Signing Place: Seller’s location The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Add.: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing ， Add.: No.68 District, Shanghai Postal code: 211100 Postal code: 214128 Legal representative: Lu Tingxiu Legal representative: Cai Zhifang Contact person: Zou] [Long-term Sales Contract Contract No.: XS120080012 Signing Place: Jiangning District,Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Add: No. 123 West Focheng Road, Jiangning Economy and Technology Development Zone, Nanjing Add: No. 68 West Gangde Road, Songjiang District, Shanghai Postal code: 211100 Postal code: Legal representative: Lu Tingxiu Legal representative:] [Sales Contract Contract No.: XS120080200 Signing Place: Seller’s Location The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Add: No. 123 West Focheng Road, Jiangning Economy and Technology Development Zone, Nanjing Add: No. 68 West Gangde Road, Songjiang District, Shanghai Postal code: 211100 Postal code: Legal representative: Lu Tingxiu Legal representative: Cai] [Sales Contract Contract No.: XS120080238 Signing Place: Seller’s location The Seller: China Sunergy (Nanjing)Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Add.: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing ， Add.: No.68 Postal code: 211100 Postal code: 214128 Legal representative: Lu Tingxiu Legal representative: Cai Zhifang Contact person: Zou Jianhua Authorized] [Sales Contract Contract No.: CG120080303 Signing Place: Jiangning District, Nanjing The Buyer: CEEG (Nanjing) New Energy Co., Ltd. The Seller: China Sunergy (Nanjing) Co., Ltd. Add.: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Nanjing Add.: No. 123, West Focheng Road, Jiangning Economy and Technology Development Zone, Nanjing Tel.: 025-52095675 Tel.: 025-52766603 Fax: 021-83275373 Fax: 025-52766882 Contract Law of] [Form of Sales Contract Contract No.: ___________ Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science and Technology Co., Ltd. Add.: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing ， Add.: No.68 Shanghai Postal code: 211100 Postal code: 214128 Legal representative: Lu Tingxiu Legal representative: Cai Zhifang] [Creditor’s Rights Transfer Contract Between CHINA SUNERGY (NANJING) CO., LTD. (The Transferor) And CEEG (Nanjing) International Trading Co., Ltd. (The Transferee) Page 1 of 4 The Creditor’s Right Transfer (hereinafter referred to as “the Contract”) is executed on October 14, 2008 by and between: CHINA SUNERGY (NANJING) CO., LTD. (hereinafter referred to as “the Transferor”), a limited company incorporated and] [Agreement No.: QT220080179 Party A: China Electric Equipment Group Corporation Party B: China Sunergy (Nanjing) Co., Ltd. Party C: CEEG (Nanjing) New Energy Co., Ltd. Hereinafter referred to as Party A, Party B and Party C Due to the expiration of creditor’s right and debts of the three parties, and through friendly consultations, the three parties agree to transfer creditor’s] [Agreement No.: QT220080180 Party A: CEEG (Nanjing) International trading Co., Ltd. Party B: China Sunergy (Nanjing) Co., Ltd. Party C: China New Energy (Nanjing) Co., Ltd. Hereinafter referred to as Party A, Party B and Party C Due to the expiration of creditor’s right and debts of the three parties, and through friendly consultations, the three parties agree to transfer] [Equity Transfer Agreement with respect to China Sunergy (Shanghai) Co., Ltd. Between China Electric Equipment Group Corporation And China Sunergy (Hong Kong) Co., Ltd. September 1, 2008 The Agreement is entered into by the parties in Shanghai on 1. The Transferor: China Electric Equipment Group Corporation (hereinafter referred to as the “Transferor”), a company established and existing under the laws] [Certification by the Chief Executive Officer I, Ruennsheng Allen Wang, certify that: 1. I have reviewed this annual report on Form 20-F of China Sunergy Co., Ltd. (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] [Certification by the Chief Financial Officer I, Shiliang Guo, certify that: 1. I have reviewed this annual report on Form 20-F of China Sunergy Co., Ltd. (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] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Ruennsheng Allen Wang Chief Executive Officer EX-13.1 20 v152721_ex13-1.htm] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Shiliang Guo Acting Chief Financial Officer EX-13.2 21 v152721_ex13-2.htm] [June 26, 2009 China Sunergy Co., Ltd. No. 123 Focheng West Road Jiangning Economic & Technical Development Zone Nanjing Jiangsu 211100 People’s Republic of China DIRECT LINE: E-MAIL: OUR REF: YOUR REF: (852) 2842 9595 Andrew.Lee@conyersdillandpearman.com AL/yc/294315 (M#871778) Dear Sirs, China Sunergy Co., Ltd. (the “Company”) Annual Report on Form 20-F Yours faithfully, Conyers Dill & Pearman 1 of 1] [Consent of Jun He Law offices, PRC Counsel June 26, 2009 CHINA SUNERGY CO., LTD. No. 123 Focheng West Road Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, People’s Republic of China Dear Sir or Madam: We hereby consent to the references to us by CHINA SUNERGY CO., LTD. (“the Company”) under the heading “Risks Related to Doing Business] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-148125 on Form S-8 and Post-Effective Amendment No. 1 to Registration Statement No. 333-151518 on Form F-3 of our reports dated June 26, 2009, relating to the financial statements and related financial statement schedule of China Sunergy Co., Ltd. and subsidiaries (the]
[FORM 20-F (Mark One) ¨ or x For the fiscal year ended December 31, 2008. or ¨ For the transition period from or ¨ Date of event requiring this shell company report CHINA SUNERGY CO., LTD. N/A Cayman Islands (Jurisdiction of incorporation or organization) No. 123 Focheng West Road Jiangning Economic & Technical Development Zone Nanjing, Jiangsu 211100, People’s Republic] [EMPLOYMENT AGREEMENT BETWEEN CHINA SUNERGY CO., LTD. AND ________________________________ Dated ____________ ________________________________ OFFSHORE EMPLOYMENT AGREEMENT Agreement Company" Executive Effective Date THIS EMPLOYMENT AGREEMENT (this " WHEREAS, the Company desires to employ Executive and to enter into an agreement embodying the terms of such employment on and after the Effective Date; and WHEREAS, Executive desires and is willing to enter into] [Purchase Contract Contract No.: CG12008209 Signing Place: Jiangning District, Nanjing The Seller: CEEG (Nanjing) Semiconductor Material Co., Ltd. The Buyer: China Sunergy (Nanjing) Co., Ltd. Address: No. 6 Shuige Road, Jiangning Economy and Technology Development Zone, Nanjing Address: No. 123 West Focheng Road, Jiangning Economy and Technology Development Zone, Nanjing Postal code: 211100 Postal code: 211100 Legal representative: Gao Zhengfei] [SALES CONTRACT CG120080316 No. : The Seller : China Electric Equipment Group (HK) Ltd. ： Address ： Tel ： Fax The Buyer : Add: NO.123, FoCheng West Road, Jiangning Economic & Technical Development Zone, Nanjing 211000, China Tel: +86-25-52766603 Fax: +86-25-52766882 Contact person: Sun Qiquan This contract is made out by and between the Buyer and the Seller, whereby the] [Purchase Contract Contract No.: CG120090007 Place of execution: Jiangning, Nanjing Date of execution: January 19, 2009 Party A: Jiangxi Jingde Semiconductor New Materials Co., Ltd. Party B: China Sunergy (Nanjing) Co., Ltd. Address: High and New-Tech Industrial Park, Jingdezhen, Jiangxi Address: 123, West Focheng Road, Jiangning Economic & Technical Development Zone, Nanjing Legal representative: Gao Zhengfei Legal representative: Lu Tingtiu] [Sales Contract Contract No.: CG120080107 Signing Place: Jiangning District, Nanjing The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. The Seller: China Sunergy (Nanjing) Co., Ltd. Add.: No. V-25A, Western Science & Technology Park, Songjiang Industrial Park, Shanghai Add.: No. 123, West Focheng Road, Jiangning Economy and Technology Development Zone, Nanjing Tel.: 021-57850711 Tel.: 025-52766603 Fax: 021-57850700 Fax: 025-52766882] [Sales Contract Contract No.: Signing Place: Seller’s location The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Add.: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing ， Add.: No.68 District, Shanghai Postal code: 211100 Postal code: 214128 Legal representative: Lu Tingxiu Legal representative: Cai Zhifang Contact person: Zou] [Long-term Sales Contract Contract No.: XS120080012 Signing Place: Jiangning District,Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Add: No. 123 West Focheng Road, Jiangning Economy and Technology Development Zone, Nanjing Add: No. 68 West Gangde Road, Songjiang District, Shanghai Postal code: 211100 Postal code: Legal representative: Lu Tingxiu Legal representative:] [Sales Contract Contract No.: XS120080200 Signing Place: Seller’s Location The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Add: No. 123 West Focheng Road, Jiangning Economy and Technology Development Zone, Nanjing Add: No. 68 West Gangde Road, Songjiang District, Shanghai Postal code: 211100 Postal code: Legal representative: Lu Tingxiu Legal representative: Cai] [Sales Contract Contract No.: XS120080238 Signing Place: Seller’s location The Seller: China Sunergy (Nanjing)Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Add.: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing ， Add.: No.68 Postal code: 211100 Postal code: 214128 Legal representative: Lu Tingxiu Legal representative: Cai Zhifang Contact person: Zou Jianhua Authorized] [Sales Contract Contract No.: CG120080303 Signing Place: Jiangning District, Nanjing The Buyer: CEEG (Nanjing) New Energy Co., Ltd. The Seller: China Sunergy (Nanjing) Co., Ltd. Add.: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Nanjing Add.: No. 123, West Focheng Road, Jiangning Economy and Technology Development Zone, Nanjing Tel.: 025-52095675 Tel.: 025-52766603 Fax: 021-83275373 Fax: 025-52766882 Contract Law of] [Form of Sales Contract Contract No.: ___________ Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science and Technology Co., Ltd. Add.: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing ， Add.: No.68 Shanghai Postal code: 211100 Postal code: 214128 Legal representative: Lu Tingxiu Legal representative: Cai Zhifang] [Creditor’s Rights Transfer Contract Between CHINA SUNERGY (NANJING) CO., LTD. (The Transferor) And CEEG (Nanjing) International Trading Co., Ltd. (The Transferee) Page 1 of 4 The Creditor’s Right Transfer (hereinafter referred to as “the Contract”) is executed on October 14, 2008 by and between: CHINA SUNERGY (NANJING) CO., LTD. (hereinafter referred to as “the Transferor”), a limited company incorporated and] [Agreement No.: QT220080179 Party A: China Electric Equipment Group Corporation Party B: China Sunergy (Nanjing) Co., Ltd. Party C: CEEG (Nanjing) New Energy Co., Ltd. Hereinafter referred to as Party A, Party B and Party C Due to the expiration of creditor’s right and debts of the three parties, and through friendly consultations, the three parties agree to transfer creditor’s] [Agreement No.: QT220080180 Party A: CEEG (Nanjing) International trading Co., Ltd. Party B: China Sunergy (Nanjing) Co., Ltd. Party C: China New Energy (Nanjing) Co., Ltd. Hereinafter referred to as Party A, Party B and Party C Due to the expiration of creditor’s right and debts of the three parties, and through friendly consultations, the three parties agree to transfer] [Equity Transfer Agreement with respect to China Sunergy (Shanghai) Co., Ltd. Between China Electric Equipment Group Corporation And China Sunergy (Hong Kong) Co., Ltd. September 1, 2008 The Agreement is entered into by the parties in Shanghai on 1. The Transferor: China Electric Equipment Group Corporation (hereinafter referred to as the “Transferor”), a company established and existing under the laws] [Certification by the Chief Executive Officer I, Ruennsheng Allen Wang, certify that: 1. I have reviewed this annual report on Form 20-F of China Sunergy Co., Ltd. (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] [Certification by the Chief Financial Officer I, Shiliang Guo, certify that: 1. I have reviewed this annual report on Form 20-F of China Sunergy Co., Ltd. (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] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Ruennsheng Allen Wang Chief Executive Officer EX-13.1 20 v152721_ex13-1.htm] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Shiliang Guo Acting Chief Financial Officer EX-13.2 21 v152721_ex13-2.htm] [June 26, 2009 China Sunergy Co., Ltd. No. 123 Focheng West Road Jiangning Economic & Technical Development Zone Nanjing Jiangsu 211100 People’s Republic of China DIRECT LINE: E-MAIL: OUR REF: YOUR REF: (852) 2842 9595 Andrew.Lee@conyersdillandpearman.com AL/yc/294315 (M#871778) Dear Sirs, China Sunergy Co., Ltd. (the “Company”) Annual Report on Form 20-F Yours faithfully, Conyers Dill & Pearman 1 of 1] [Consent of Jun He Law offices, PRC Counsel June 26, 2009 CHINA SUNERGY CO., LTD. No. 123 Focheng West Road Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, People’s Republic of China Dear Sir or Madam: We hereby consent to the references to us by CHINA SUNERGY CO., LTD. (“the Company”) under the heading “Risks Related to Doing Business] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-148125 on Form S-8 and Post-Effective Amendment No. 1 to Registration Statement No. 333-151518 on Form F-3 of our reports dated June 26, 2009, relating to the financial statements and related financial statement schedule of China Sunergy Co., Ltd. and subsidiaries (the]
[Yes x No] [TH EFFECTIVE AS OF THE 24 __________________________________________ THE GLOBAL SOURCES DIRECTORS SHARE GRANT AWARD PLAN __________________________________________ 118 CONTENTS Section Heading 1. Name of the Plan 2. Purpose of the Plan 3. Shares Subject to the Plan 4. Grants to Eligible Persons 5. Non-transferability 6. Adjustments 7.] [GLOBAL SOURCES LTD. DIRECTORS PURCHASE PLAN (updated effective as of January 1, 2009) ARTICLE I PURPOSE Plan” The purpose of the Directors Purchase Plan (the “ ARTICLE II DEFINITIONS The following capitalized terms used in the Plan shall have the respective meanings set forth in this Article: 2.1 “Balance of the Purchase Price” 2.2 “Board” 2.3 “Code” 2.4 “Company” 2.5] [SUBSIDIARIES OF GLOBAL SOURCES LTD. (as at April 30, 2009) Name Jurisdiction of Organization 2B HK Limited Hong Kong A.S. Mediaconsult Ltd. Republic of Cyprus ASM Business Services Limited Cayman Islands China Magic Sourcing Limited Hong Kong China Media Advertising Inc. Liberia China Sourcing Fairs FZ-LLC United Arab Emirates - Dubai China Sourcing Fairs Limited British Virgin Islands Earldom Ltd.] [I, Merle A. Hinrichs, certify that: 1. I have reviewed this annual report on Form 20-F of Global Sources 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 were] [I, Eddie Heng, certify that: 1. I have reviewed this annual report on Form 20-F of Global Sources 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 were made,] [Certification Section 906 of the Sarbanes-Oxley Act of 2002 Dated: June 26, 2009 Merle A. Hinrichs Director, Chairman and Chief Executive Officer 139] [Certification Section 906 of the Sarbanes-Oxley Act of 2002 Dated: June 26, 2009 Eddie Heng Director and Chief Financial Officer 140] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on: 1. Form S-8 No. 333-104426 and 333-59058 pertaining to Global Sources Equity Compensation Plans Numbers I, II, III, IV, V, VI and VII of Global Sources Ltd., 2. Form S-8 No. 333-138474 pertaining to Global Sources Equity Compensation (2007) Master] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements: 1. Registration Statements (Form S-8 No. 333-104426 and 333-59058) pertaining to Global Sources Equity Compensation Plans Numbers I, II, III, IV, V, VI and VII of Global Sources Ltd.; 2. Registration Statement (Form S-8 No. 333-138474) pertaining to Global Sources Equity Compensation] [Our ref: AABS/60465230/PLSH June 26, 2009 100 F Street, N.E. USA Item 16-F To Form 20-F Dear Sir: Singapore cc: Global Sources Ltd. 143]
[Yes x No] [TH EFFECTIVE AS OF THE 24 __________________________________________ THE GLOBAL SOURCES DIRECTORS SHARE GRANT AWARD PLAN __________________________________________ 118 CONTENTS Section Heading 1. Name of the Plan 2. Purpose of the Plan 3. Shares Subject to the Plan 4. Grants to Eligible Persons 5. Non-transferability 6. Adjustments 7.] [GLOBAL SOURCES LTD. DIRECTORS PURCHASE PLAN (updated effective as of January 1, 2009) ARTICLE I PURPOSE Plan” The purpose of the Directors Purchase Plan (the “ ARTICLE II DEFINITIONS The following capitalized terms used in the Plan shall have the respective meanings set forth in this Article: 2.1 “Balance of the Purchase Price” 2.2 “Board” 2.3 “Code” 2.4 “Company” 2.5] [SUBSIDIARIES OF GLOBAL SOURCES LTD. (as at April 30, 2009) Name Jurisdiction of Organization 2B HK Limited Hong Kong A.S. Mediaconsult Ltd. Republic of Cyprus ASM Business Services Limited Cayman Islands China Magic Sourcing Limited Hong Kong China Media Advertising Inc. Liberia China Sourcing Fairs FZ-LLC United Arab Emirates - Dubai China Sourcing Fairs Limited British Virgin Islands Earldom Ltd.] [I, Merle A. Hinrichs, certify that: 1. I have reviewed this annual report on Form 20-F of Global Sources 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 were] [I, Eddie Heng, certify that: 1. I have reviewed this annual report on Form 20-F of Global Sources 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 were made,] [Certification Section 906 of the Sarbanes-Oxley Act of 2002 Dated: June 26, 2009 Merle A. Hinrichs Director, Chairman and Chief Executive Officer 139] [Certification Section 906 of the Sarbanes-Oxley Act of 2002 Dated: June 26, 2009 Eddie Heng Director and Chief Financial Officer 140] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on: 1. Form S-8 No. 333-104426 and 333-59058 pertaining to Global Sources Equity Compensation Plans Numbers I, II, III, IV, V, VI and VII of Global Sources Ltd., 2. Form S-8 No. 333-138474 pertaining to Global Sources Equity Compensation (2007) Master] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements: 1. Registration Statements (Form S-8 No. 333-104426 and 333-59058) pertaining to Global Sources Equity Compensation Plans Numbers I, II, III, IV, V, VI and VII of Global Sources Ltd.; 2. Registration Statement (Form S-8 No. 333-138474) pertaining to Global Sources Equity Compensation] [Our ref: AABS/60465230/PLSH June 26, 2009 100 F Street, N.E. USA Item 16-F To Form 20-F Dear Sir: Singapore cc: Global Sources Ltd. 143]
[TABLE OF CONTENTS Page PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 3] [FOURTH AMENDMENT TO THE END USER LICENSE AGREEMENT THIS THIRD AMENDMENT TO EULA-010404 (this Amendment) is made and entered into this the first day of March 2008, by and between Internet Media Licensing Limited, a British Virgin Island corporation (IML), having its registered office at Akara Bldg., 24 De Castro Street, Wickhams Cay I, Road Town, Tartola, British Virgin Islands] [Confidential AGREEMENT FOR PLEDGE OF SHARES IN SHANGHAI JINYOU NETWORK & TECHNOLOGY CO., LTD. Among: Yang Zhuojun TAN YIHUI And T2CN INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. Dated: 15 June 2009 AGREEMENT FOR PLEDGE OF SHARES Agreement PRC This agreement for pledge of shares (the (1) Yang Zhuojun (2) Tan Yi Hui Pledgor Pledgors (Yang Zhuojun and Yan Yi Hui are] [Confidential EXCLUSIVE CALL OPTION AGREEMENT REGARDING Among: Yang Zhuojun TAN YIHUI SHANGHAI JINYOU NETWORK & TECHNOLOGY CO., LTD. And T2CN INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. Dated: 15 June 2009 EXCLUSIVE CALL OPTION AGREEMENT Agreement PRC This exclusive call option agreement (the (1) Yang Zhuojun (2) Tan Yihui Existing Shareholder Existing Shareholders (Yang Zhuojun and Tan Yihui are hereinafter referred to] [Confidential PROXY VOTING AGREEMENT REGARDING Among: T2CN INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. SHANGHAI JINYOU NETWORK & TECHNOLOGY CO., LTD. YANG ZHUOJUN And TAN YIHUI Dated: 15 June, 2009 PROXY VOTING AGREEMENT Agreement PRC This proxy voting agreement (the (1) T2CN Information Technology (Shanghai) Co., Ltd. WFOE (2) Shanghai Jinyou Network & Technology Co., Ltd. Target Company (3) Yang Zhuojun (4)] [Confidential EXCLUSIVE BUSINESS CONSULTANCY SERVICE AGREEMENT Between T2CN INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. And SHANGHAI JINJIE INTERNET TECHNOLOGY CO., LTD. Dated: 26 November, 2007 EXCLUSIVE BUSINESS CONSULTANCY SERVICE AGREEMENT Agreement PRC This exclusive business consultancy service agreement ( (1) T2CN Information Technology (Shanghai) Co., Ltd. T2CN (2) Shanghai Jinjie Internet Technology Co., Ltd. Shanghai Jinyou Internet Technology Co., Ltd. JINJIE] [Confidential EXCLUSIVE TECHNICAL SERVICE AND CONSULTANCY AGREEMENT Between SHANGHAI JIEJIE INTERNET TECHNOLOGY CO., LTD. And T2CN INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. Dated: 26 November, 2007 EXCLUSIVE TECHNICAL SERVICE AND CONSULTANCY AGREEMENT Agreement PRC This exclusive technical service and consultancy agreement ( (1) Shanghai Jinjie Internet Technology Co., Ltd. Shanghai Jinyou Internet Technology Co., Ltd. JINJIE (2) T2CN Information Technology (Shanghai)] [SHARE SALE AND PURCHASE AGREEMENT by and among GigaMedia International Holdings Limited as Seller and Champion Limited as Buyer GigaMedia Limited as Guarantor Dated as of August 28, 2008 TABLE OF CONTENTS Page ARTICLE I TERMS AND DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 General Interpretation 2 ARTICLE II PURCHASE AND SALE 2 Section 2.1 Purchase and] [SHARE SALE AND PURCHASE AGREEMENT by and between Hoshin GigaMedia Center Inc., as Seller and China Network Systems Co., Ltd. as Buyer Dated as of August 28, 2008 TABLE OF CONTENTS Page ARTICLE I TERMS AND DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 General Interpretation 1 ARTICLE II PURCHASE AND SALE 2 Section 2.1 Purchase and Sale] [ASSET SALE AND PURCHASE AGREEMENT by and among Hoshin GigaMedia Center Inc. as Seller and as Buyer and China Network Systems Co., Ltd. and as Guarantor Dated as of August 28, 2008 TABLE OF CONTENTS Page ARTICLE I TERMS AND DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 General Interpretation 1 ARTICLE II PURCHASE AND SALE 2 Section] [TRANSITIONAL SERVICE AGREEMENT by and between Hoshin GigaMedia Center Inc. on the one part and and Koos Broadband Telecom Company Limited on the other part Dated as of September 3, 2008 TRANSITIONAL SERVICE AGREEMENT Agreement THIS TRANSITIONAL SERVICE AGREEMENT is entered into on this 3rd day of September 2008 (this Party A (i) Hoshin GigaMedia Center Inc., a company] [ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of September 3, 2008 (this Agreement), is made between Hoshin GigaMedia Center Inc., an ROC company (theAssignor) and Hoshin Multimedia Center Inc., an BVI company (the RECITALS AGREEMENT NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are] [List of Subsidiaries Subsidiary* Year of Incorporation Jurisdiction of Incorporation Hoshin GigaMedia Center, Inc. 1998 Taiwan GigaMedia Finance International Limited 2000 Cayman Islands GigaMedia International Holdings Limited 2004 British Virgin Islands Cambridge Entertainment Software Limited 2004 British Virgin Islands FunTown World Limited 2005 British Virgin Islands GigaMedia Asia Limited 2005 British Virgin Islands FunTown Hong Kong Limited 1999 Hong Kong] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER I, Arthur M. Wang, Chief Executive Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER I, Quincy Tang, Chief Financial Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia; 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] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Arthur M. Wang Chief Executive Officer EX-13.1 16 c87239exv13w1.htm EX-13.1 CERTIFICATION BY CEO] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Quincy Tang Chief Financial Officer EX-13.2 17 c87239exv13w2.htm EX-13.2 CERTIFICATION BY CFO] [CONSENT OF We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963 and Form S-8 No. 333-119616) of our report dated May 15, 2009, relating to the consolidated financial statements of GigaMedia Limited, and the effectiveness of GigaMedia Limiteds internal control over financial reporting, which appears on page F-1 in this]
[GUANGSHEN RAILWAY COMPANY LIMITED (a joint stock limited company incorporated in the Peoples Republic of China) (Stock Code: 525) ANNOUNCEMENT OF POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 25 JUNE 2009 CHANGES IN DIRECTORS The Company is pleased to announce that all the Resolutions were duly passed at the AGM by way of poll. AGM Notice AGM Company] [TABLE OF CONTENTS 99.1: Announcement of Poll Results of the Annual General Meeting held on 25 June 2009 and Change of Directors dated June 25, 2009 2 Guangshen Railway Company Limited Dated: June 26, 2009 Guo Xiang Dong Company Secretary 3 6-K 1 h03467e6vk.htm FORM 6-K]
