[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]
[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]
[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]
[SKYSTAR BIO-PHARMACEUTICALMPANY Rm. 10601, Jiezuo Plaza No. 4, Fenghui Road South Gaoxin District, Xian, Shaanxi Province Peoples Republic of China June 26, 2009 VIA FACSIMILE (202)772- 9 217 AND VIA EDGAR Jeffrey Riedlersistant Director Jennifer Riegel Staff Attorneyystar Bio-Pharmaceuticalmpany RE: Registration Statement on Form S-1 (File No. 333-150695)]
[SKYSTAR BIO-PHARMACEUTICALMPANY Rm. 10601, Jiezuo Plaza No. 4, Fenghui Road South Gaoxin District, Xian, Shaanxi Province Peoples Republic of China June 26, 2009 VIA FACSIMILE (202)772- 9 217 AND VIA EDGAR Jeffrey Riedlersistant Director Jennifer Riegel Staff Attorneyystar Bio-Pharmaceuticalmpany RE: Registration Statement on Form S-1 (File No. 333-150695)]
[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Amount to Be (1) Proposed Maximum Amount of (2) Share ofmmon Stock, $.001 par value 1,610,000 17,710,000 988.22 (3) (4) Representativesmmon Stock Purchase Option 1 Option 100 Shares ofmmon Stock underlying Representativesmmon Stock Purchase Option] [UNDERWRITINGREEMENT betweenYSTAR BIO-PHARMACEUTICALMPANY and RODMAN & RENSHAW, RepresentativeYSTAR BIO-PHARMACEUTICALMPANY UNDERWRITINGREEMENT New York, New York ___________ __, 2009 Rodman & Renshaw, th 1251 Avenue of the Americas, 20 New York, New York 10020 Ladies and Gentlemen:mpany you Representative Underwriters Underwriter Purchase andle of Securities] [v153379_ex4-1.htm 11 EX-4.1] [THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF,REES THAT IT WILL NOT SELL, TRANSFER ORSIGN THIS PURCHASE OPTION EXCEPT HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTIONREES THAT IT WILL NOT SELL, TRANSFER,SIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE HUNDRED EIGHTYYS FOLLOWING THE EFFECTIVETE (DEFINED] [RICHARDSON & PATEL 10900 Wilshire Boulevard Suite 500 Los Angeles,lifornia 90024 Telephone (310) 208-1183 Facsimile (310) 208-1154 June 26, 2009YSTAR BIO-PHARMACEUTICALMPANY Rm. 10601, Jiezuo Plaza, No.4, Fenghui Road South, Gaoxin District, Xian, Shaanxi Province, P.R. China Re:YSTAR BIO-PHARMACEUTICALMPANY Registration Statement on Form S-1 Ladies and Gentlemen:] [Consent of Independent Registered Public Accounting Firmystar Bio-Pharmaceuticalmpany and Subsidiaries Audited Financial Statements December 31, 2008 and 2007 To The Board of Directorsystar Bio-Pharmaceuticalmpany Walnut,lifornia June 26, 2009 v153379_ex23-1.htm 15 EX-23.1] [Richardson & Patel 10900 Wilshire Boulevard, Suite 500 Los Angeles,lifornia 90024 Tel: (310) 208-1182 Fax: (310) 208-1154 June 26, 2009 FILED EDGARRRESPONDENCE & VIA FEDERAL EXPRESS Division ofrporation Finance 100 F. Street, N.E. Attn: Jennifer Riegel Re:ystar Bio-Pharmaceuticalmpany Registration Statement on Form S-1/A Filed June 2, 2008]
