[] [China Xiniya Fashion Limited American Depositary Shares [______] Representing Ordinary Shares [______] UNDERWRITING AGREEMENT [ ], 2010 Cowen and Company, LLC As Representative of the several Underwriters 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: 1. Introductory • 2. (I) provided, however (d) As of the Applicable Time (as defined below) and as of the Closing] [THE COMPANIES LAW (2009 REVISION) MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHINA XINIYA FASHION LIMITED THE COMPANIES LAW (2009 REVISION) MEMORANDUM OF ASSOCIATION 1 China Xiniya Fashion Limited The name of the Company is 2 The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED OF CHINA XINIYA FASHION LIMITED (Adopted by a Special Resolution passed on 4 November 2010 and effective conditional THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED OF CHINA XINIYA FASHION LIMITED (Adopted by a Special Resolution] [Agreement Party A: Xu Qiming (China) ID: 350382196904285010 Party B: Wong Hing Tuen (Hong Kong) ID: K802751 (A) After negotiations about Party A’s proposed investment in and establishment of Fujian Xiniya Garments and Weaving Co., Ltd. (the “Company”) in Jinjiang City, Fujian Province, the two parties have reached an agreement as follows: 1. Party B shall register the Company by] [Agreement After sufficient friendly negotiations between Party A and Party B, the parties hereto have reached an agreement as follows on a voluntary and equal basis: 1. Party A established Fujian Xiniya Garments and Weaving Co. Ltd. (the “Company”) according to the approval an titled “Official Reply Approving the Establishment of ‘Fujian Xiniya Garments and Weaving Co. Ltd.’ ([2005] No.] [Agreement Party A: Xu Qiming ID: 350382196904285010 Party B: Li Tung Kwo ID: P038325(6) Shi Xiaolong ID: R402540(6) Tung Lun Kai ID: P330205(2) Fujian Xiniya Garments and Weaving Co., Ltd. (the “Company”) was established as a wholly foreign-owned enterprise on September 7, 2005 upon the approval from competent governmental authorities. In order to obtain the foreign exchange required for the] [Agreement Party A: Wong Hing Tuen, Male, Date of Birth: July 31, 1975, Hong Kong resident, Home Return Permit No.: 376919870957, Hong Kong ID: K802751 Party B: Xu Qiming, Male, Date of Birth: April 28, 1969, domiciled at A4, Wukeng Village West, Jinjiang City, Fujian Province, ID: 350582196904285010 After sufficient and friendly negotiations between Party A and Party B, the] [Confirmation of Oral Agreement Fujian Xiniya Whereas, Mr. Qiming Xu and Mr. Hing Tuen Wong entered into two agreements in relation to Fujian Xiniya Garments and Weaving Co., Ltd. (“ Xiniya Hong Kong Whereas, Mr. Qiming Xu and Mr. Hing Tuen Wong entered into an agreement in relation to Xiniya Holdings Limited (“ Mr. Qiming Xu and Mr. Hing Tuen] [1080 MARSH ROAD | MENLO PARK | CA | 94025-1022 WWW.SHEARMAN.COM | T +1.650.838.3600 | F +1.650.838.3699 November 4, 2010 China Xiniya Fashion Limited Ladies and Gentlemen: For purposes of the opinion set forth below, we have, with the consent of the Company, relied upon the accuracy of the Registration Statement and the Prospectus. Very truly yours, Shearman & Sterling] [November 4, 2010 China Xiniya Fashion Limited Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the “PRC”) and as such are qualified to issue this opinion on the PRC Laws (“PRC Laws” means all laws, regulations, statutes, orders, decrees, guidelines, notices, judicial interpretations, legislations of the PRC which are officially published and publicly available).] [Form of Employment Agreement Address: Nationality: ID/Passport Number: Dear Company Group On behalf of Fujian Xiniya Garments and Weaving Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (the “ 1. Position and Duties Your position will be Except as may otherwise be approved in advance by the Board of Directors of the] [Franchise Provincial General Distributorship Contract Franchisor: (hereinafter “Party A”) Franchisee: (hereinafter “Party B”) Guarantor: Article 1 Territory name of the province Party A hereby appoints Party B to be its franchise general distributor in [ Article 2 Term The term of this Contract shall be from to . Upon expiration of this Contract, Party A shall have the right to] [1. Fujian Xiniya Garments and Weaving Co., Ltd. (PRC) 2. Xiniya Holdings Limited (Hong Kong) EX-21.1 14 h04357exv21w1.htm EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of our report dated July 16, 2010 (except for Note 18(ii), as to which the date is November 4, 2010), relating to the financial statements of China Xiniya Fashion Limited, and to the reference to our Firm under the caption “Experts” in the prospectus.] [Frost & Sullivan (S) Pte Ltd China Xiniya Fashion Limited Dear Sir, REGISTRATION STATEMENT IN RELATION TO THE LISTING APPLICATION OF CHINA XINIYA FASHION LIMITED (THE “COMPANY”) Sanjay Singh Yours faithfully, Vice President (APAC) Frost & Sullivan (Singapore) Pte. Ltd. Bangkok Bangalore Beijing Bogota Buenos Aires Cape Town Chennai Delhi Dubai Frankfurt Israel Jakarta Kolkata Kuala Lumpur London Manhattan Melbourne] [China Xiniya Fashion Limited Dated: October 18, 2010 Peter M. McGrath EX-23.6 17 h04357exv23w6.htm EX-23.6] [China Xiniya Fashion Limited Dated: November 3, 2010 Kim Yoke Ng EX-23.7 18 h04357exv23w7.htm EX-23.7] [China Xiniya Fashion Limited Dated: October 19, 2010 Bin Yang EX-23.8 19 h04357exv23w8.htm EX-23.8] [CHINA XINIYA FASHION LIMITED I. INTRODUCTION This Code of Business Conduct and Ethics helps ensure compliance with legal requirements and our standards of business conduct. All Company employees are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all agents and] [November 4, 2010 China Xiniya Fashion Limited People’s Republic of China Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the “PRC”) and as such are qualified to issue this opinion on the PRC Laws (as defined below). For the purpose of this opinion, the PRC shall not include the Hong Kong Special Administrative Region,]