[FORM 8-K CURRENT REPORT Date of report (Date of earliest event reported): November 23, 2010 (November 18, 2010) EVER-GLORY INTERNATIONAL GROUP, INC. Florida 000-28806 65-0420146 (State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.) Ever-Glory Commercial Center, 509 Chengxin Road, Jiangning Development Zone, Nanjing, Jiangsu Province, Peoples Republic of China (8625) 5209-6889 ¨ ¨ ¨ ¨]
[FORM 8-K CURRENT REPORT Date of report (Date of earliest event reported): November 23, 2010 (November 18, 2010) EVER-GLORY INTERNATIONAL GROUP, INC. Florida 000-28806 65-0420146 (State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.) Ever-Glory Commercial Center, 509 Chengxin Road, Jiangning Development Zone, Nanjing, Jiangsu Province, Peoples Republic of China (8625) 5209-6889 ¨ ¨ ¨ ¨]
[Amendment No. 1 FORM F-1 REGISTRATION STATEMENT Bona Film Group Limited Not Applicable Cayman Islands 7822 Not Applicable 11/F, Guan Hu Garden 3 th Law Debenture Corporate Services Inc. Copies to: th Chris K.H. Lin, Esq. nd Z. Julie Gao, Esq. Peter X. Huang, Esq. Approximate date of commencement of proposed sale to the public: as soon as practicable after] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Bona Film Group Limited 1. The name of the Company is Bona Film Group Limited. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman] [[Letterhead of Conyers Dill & Pearman ] 23 November, 2010 Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road Chaoyang District Beijing 100025 Peoples Republic of China DIRECT LINE: E-MAIL OUR REF: YOUR REF: 852 2842 95 31 Anna.Chong@ conyersdill.com AC/al/#346195 (M#87 4684 ) Dear Sirs, Bona Film Group Limited (the Company) We have acted] [[Letterhead of Simpson Thacher & Bartlett LLP ] November 19, 2010 Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Road Chaoyang District Beijing 100025 Peoples Republic of China Ladies and Gentlemen: (the Securities Act) , relating to the registration of shares of the Companys ordinary shares, par value US$0.0 00 5 per share, which will be] [[Letterhead of Conyers Dill & Pearman] 23 November, 2010 Matter No.:874 684 Doc Ref: AC/al /#3 46196 Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road Chaoyang District Beijing 100025 Peoples Republic of China Dear Sirs, Re: Bona Film Group Limited (t he Company) We have acted as special Cayman Islands legal counsel to the] [BONA FILM GROUP LIMITED 20 09 STOCK INCENTIVE PLAN WHEREAS, Bona International Film Group Limited, a company incorporated under the laws of the British Virgin Islands (Bona BVI) had adopted the Bona International Film Group Limited 2009 Stock Incentive Plan (the Original Plan); WHEREAS, WHEREAS, the Company agrees to Assume (as such term is defined herein) the Awards (as such] [BONA FILM GROUP LIMITED 20 10 STOCK INCENTIVE PLAN WHEREAS, Bona International Film Group Limited, a company incorporated under the laws of the British Virgin Islands (Bona BVI) had adopted the Bona International Film Group Limited 2010 Stock Incentive Plan (the Original Plan); WHEREAS, WHEREAS, the Company agrees to Assume (as such term is defined herein) the Awards (as such] [INDEMNIFICATION AGREEMENT RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation. 2. The Board of Directors of the Company] [EMPLOYMENT AGREEMENT Agreement Company Executive Group This EMPLOYMENT AGREEMENT (the RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 1 to Registration Statement No. 333-170657 of our report dated July 21, 2010, except for Note 30, as to which the date is November 10, 2010, relating to the consolidated financial statements of Bona Film Group Limited and its subsidiaries and variable interest entities]
[- # - PART I INFORMATION REQUIRED IN PROSPECTUS Item - 1.] [TABLE OF CONTENTS SECTION 1.01 American Depositary Shares. SECTION 1.02 Commission. SECTION 1.03 Company. SECTION 1.04 Custodian. SECTION 1.05 Deliver; Surrender. SECTION 1.06 Deposit Agreement. SECTION 1.07 Depositary; Corporate Trust Office. SECTION 1.08 Deposited Securities. SECTION 1.09 Dollars. SECTION 1.10 DTC. SECTION 1.11 Foreign Registrar.] [THE BANK OF NEW YORK MELLON 101 Barclay Street New York, New York 10286 _________, 2010 E-Commerce China Dangdang Inc. Suite A1001-1002, Tower 16, Hengmao International Center Nanchang City, Jiangxi Province 330003 Peoples Republic of China Re: Deposit Agreement dated as of _________, 2010 (the Deposit Agreement") among E-Commerce China Dangdang Inc., The Bank of New York Mellon, as Depositary,] [Writers Direct Dial LLP EMMET, MARVIN & MARTIN, COUNSELLORS AT LAW _____ 120 Broadway New York, New York 10271 _____ (212) 238-3000 (212) 653-1760 _____ Fax: (212) 238-3100 Fax: (212) 653-1730 http://www.emmetmarvin.com 177 MADISON AVENUE MORRISTOWN, NEW JERSEY 07960 (973) 538-5600 FAX: (973) 538-6448 1351 WASHINGTON BOULEVARD STAMFORD, CONNECTICUT 06902-4543 (203) 425-1400 FAX: (203) 425-1410 November 23, 2010 The Bank]
[Amendment No. 1 FORM F-1 REGISTRATION STATEMENT Bona Film Group Limited Not Applicable Cayman Islands 7822 Not Applicable 11/F, Guan Hu Garden 3 th Law Debenture Corporate Services Inc. Copies to: th Chris K.H. Lin, Esq. nd Z. Julie Gao, Esq. Peter X. Huang, Esq. Approximate date of commencement of proposed sale to the public: as soon as practicable after] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Bona Film Group Limited 1. The name of the Company is Bona Film Group Limited. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman] [[Letterhead of Conyers Dill & Pearman ] 23 November, 2010 Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road Chaoyang District Beijing 100025 Peoples Republic of China DIRECT LINE: E-MAIL OUR REF: YOUR REF: 852 2842 95 31 Anna.Chong@ conyersdill.com AC/al/#346195 (M#87 4684 ) Dear Sirs, Bona Film Group Limited (the Company) We have acted] [[Letterhead of Simpson Thacher & Bartlett LLP ] November 19, 2010 Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Road Chaoyang District Beijing 100025 Peoples Republic of China Ladies and Gentlemen: (the Securities Act) , relating to the registration of shares of the Companys ordinary shares, par value US$0.0 00 5 per share, which will be] [[Letterhead of Conyers Dill & Pearman] 23 November, 2010 Matter No.:874 684 Doc Ref: AC/al /#3 46196 Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road Chaoyang District Beijing 100025 Peoples Republic of China Dear Sirs, Re: Bona Film Group Limited (t he Company) We have acted as special Cayman Islands legal counsel to the] [BONA FILM GROUP LIMITED 20 09 STOCK INCENTIVE PLAN WHEREAS, Bona International Film Group Limited, a company incorporated under the laws of the British Virgin Islands (Bona BVI) had adopted the Bona International Film Group Limited 2009 Stock Incentive Plan (the Original Plan); WHEREAS, WHEREAS, the Company agrees to Assume (as such term is defined herein) the Awards (as such] [BONA FILM GROUP LIMITED 20 10 STOCK INCENTIVE PLAN WHEREAS, Bona International Film Group Limited, a company incorporated under the laws of the British Virgin Islands (Bona BVI) had adopted the Bona International Film Group Limited 2010 Stock Incentive Plan (the Original Plan); WHEREAS, WHEREAS, the Company agrees to Assume (as such term is defined herein) the Awards (as such] [INDEMNIFICATION AGREEMENT RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation. 2. The Board of Directors of the Company] [EMPLOYMENT AGREEMENT Agreement Company Executive Group This EMPLOYMENT AGREEMENT (the RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 1 to Registration Statement No. 333-170657 of our report dated July 21, 2010, except for Note 30, as to which the date is November 10, 2010, relating to the consolidated financial statements of Bona Film Group Limited and its subsidiaries and variable interest entities]
[- # - PART I INFORMATION REQUIRED IN PROSPECTUS Item - 1.] [TABLE OF CONTENTS SECTION 1.01 American Depositary Shares. SECTION 1.02 Commission. SECTION 1.03 Company. SECTION 1.04 Custodian. SECTION 1.05 Deliver; Surrender. SECTION 1.06 Deposit Agreement. SECTION 1.07 Depositary; Corporate Trust Office. SECTION 1.08 Deposited Securities. SECTION 1.09 Dollars. SECTION 1.10 DTC. SECTION 1.11 Foreign Registrar.] [THE BANK OF NEW YORK MELLON 101 Barclay Street New York, New York 10286 _________, 2010 E-Commerce China Dangdang Inc. Suite A1001-1002, Tower 16, Hengmao International Center Nanchang City, Jiangxi Province 330003 Peoples Republic of China Re: Deposit Agreement dated as of _________, 2010 (the Deposit Agreement") among E-Commerce China Dangdang Inc., The Bank of New York Mellon, as Depositary,] [Writers Direct Dial LLP EMMET, MARVIN & MARTIN, COUNSELLORS AT LAW _____ 120 Broadway New York, New York 10271 _____ (212) 238-3000 (212) 653-1760 _____ Fax: (212) 238-3100 Fax: (212) 653-1730 http://www.emmetmarvin.com 177 MADISON AVENUE MORRISTOWN, NEW JERSEY 07960 (973) 538-5600 FAX: (973) 538-6448 1351 WASHINGTON BOULEVARD STAMFORD, CONNECTICUT 06902-4543 (203) 425-1400 FAX: (203) 425-1410 November 23, 2010 The Bank]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1) Proposed maximum Amount of (2)(3) Ordinary Shares, par value $0.0001 per share $50,000,000 $3,565 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2) (3) American depositary shares issuable upon deposit] [THE COMPANIES LAW OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF iSOFTSTONE HOLDINGS LIMITED (Adopted by Special Resolution passed on June 10, 2010) 1. iSoftStone Holdings Limited. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre,] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 002 US$7,500,000 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 001 US$7,500,000 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2 Corporate Founder] [FORM OF CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 003 US$7,125,664 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 005 US$4,453,539 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 004 US$790,000 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 006 US$1,630,797 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 008 US$4,000,000 April 21, 2010 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 007 US$ 5,000,000 April 22, 2010 Company Note Notes Holder Holders Principal Amount SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2 Corporate Founder Daily Compound] [EXECUTION COPY iSOFTSTONE HOLDINGS LIMITED SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT Agreement iSoftStone Holdings Limited Company This SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU, Tianwen FENG, Yong Frank FENG) Schedule 2 Series A Holders the persons and entities set forth in the Schedule of Series A Shareholders attached] [ADDITIONAL INVESTOR JOINDER AGREEMENT JOINDER AGREEMENT Joinder Agreement st day of April, 2010. BETWEEN: (1) iSoftStone Holdings Limited Company (2) JINYUAN DEVELOPMENT (HONG KONG) COMPANY LIMITED New Note Holder RECITALS (A) Investors Rights Agreement On the 23th day of December 2009, the Company and the Investors entered into that certain Second Amended and Restated Investors Rights Agreement (the (B)] [AMENDMENT TO INVESTORS RIGHTS AGREEMENT Amendment Amendment Effective Date Agreement Signing Date THIS AMENDMENT ( iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU Tianwen FENG Yong Frank FENG Schedule 2 Series A Holders the persons and entities set forth in the Schedule of Series A Shareholders attached as Schedule 3 Series B Holders the entities] [EXECUTION COPY SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement This SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU, Tianwen FENG, Yong ( Frank FENG) Schedule 2 Series A Holders the persons and entities set forth in the] [ADDITIONAL INVESTOR JOINDER AGREEMENT JOINDER AGREEMENT Joinder Agreement st day of April, 2010. BETWEEN: (1) iSoftStone Holdings Limited Company (2) JINYUAN DEVELOPMENT (HONG KONG) COMPANY LIMITED New Note Holder RECITALS (A) ROFR Agreement On the 23th day of December 2009, the Company and its Security Holders entered into that certain Second Amended and Restated Right of First Refusal and Co-Sale] [AMENDMENT TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Amendment Amendment Effective Date Agreement Signing Date THIS AMENDMENT ( iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU Tianwen FENG Yong Frank FENG Schedule 2 Series A Holders the persons and entities set forth in the Schedule of Series A Shareholders attached as Schedule 3 Series] [[ ] 2010 Matter No.:874803 Doc Ref: Fw/aw/#340863 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No.8 West Dongbeiwang Road Haidian District Beijing 100193 Peoples Republic of China Dear Sirs, iSoftStone Holdings Limited (the Company) Re: Commission Registration Statement Securities Act Ordinary Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a] [[ ] 2010 Matter No.:874803 Doc Ref: fw/#340538 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No.8 West Dongbeiwang Road Haidian District Beijing 100193 Peoples Republic of China Dear Sirs, iSoftStone Holdings Limited (the Company) Re: Ordinary Shares Registration Statement Securities Act Commission We have acted as special Cayman Islands legal counsel to the Company in connection] [FORM OF OPINION OF OMELVENY & MEYERS LLP [ ], 2010 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193 Peoples Republic of China American Depositary Shares (the ADSs), each representing [ ] ordinary shares of iSoftStone Holdings Limited (the Company) Re: Ladies and Gentlemen: [ ], 2010 -] [ISOFTSTONE HOLDINGS LIMITED 2008 SHARE INCENTIVE PLAN Adopted on March 1, 2008 (Amended on September 15, 2010) ISOFTSTONE HOLDINGS LIMITED 2008 SHARE INCENTIVE PLAN iSoftStone Holdings Limited, a Cayman Islands exempt company with limited liability (the Company), sets forth herein the terms of its 2008 Share Incentive Plan (the Plan) as follows: 1. PURPOSE The Plan is intended to enhance] [ISOFTSTONE HOLDINGS LIMITED 2009 SHARE INCENTIVE PLAN Adopted on December 17, 2009 (Amended on April 16, 2010 and September 16, 2010) ARTICLE 1 PURPOSE Plan Company The purpose of the iSoftStone Holdings Limited 2009 Share Incentive Plan (the ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated August 30, 2010 relating to the consolidated financial statements of iSoftStone Holdings Limited as of the years ended December 31, 2008 and 2009 and for the years ended December 31, 2007, 2008 and 2009, and the related] [November 23, 2010 Board of Directors iSoftStone Holdings Limited International Software Plaza Bldg 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193, Peoples Republic of China Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, EX-23.5 23 dex235.htm CONSENT OF AMERICAN APPRAISAL CHINA LIMITED] [To: iSoftStone Holdings Limited International Software Plaza Bldg 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193 Peoples Republic of China [DATE] Re: Legal Opinion on Certain PRC Legal Matters To Whom It May Concern, PRC We are lawyers qualified in the Peoples Republic of China (the Company Registration Statement Offering Offered ADSs Ordinary Shares]
[] [TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 2 SECTION 1.01 American Depositary Shares 2 SECTION 1.02 Commission 3 SECTION 1.03 Company 3 SECTION 1.04 Custodian 3 SECTION 1.05 Deliver; Surrender 3 SECTION 1.06 Deposit Agreement 4 SECTION 1.07 Depositary; Corporate Trust Office 4 SECTION 1.08 Deposited Securities 4 SECTION 1.09 Dollars 4 SECTION 1.10 DTC 4 SECTION 1.11 Foreign Registrar 4] [Our ref DLK\274965\4065347v9 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com E-Commerce China Dangdang Inc. 23 November 2010 Dear Sirs E-Commerce China Dangdang Inc. Company Registration Statement Commission ADSs New Shares Sale Shares We have acted as Cayman Islands legal advisers to E-Commerce China Dangdang Inc. (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed only] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption Experts and to the use of our report dated November 17, 2010, in Amendment No. 1 to the Registration Statement (Form F-1 No. 333-170663) and related Prospectus of E-Commerce China Dangdang Inc. for the registration of its common shares. Beijing, Peoples Republic]
[FORM 8-K CURRENT REPORTte of report (Date of earliest event reported): November 23, 2010 (November 18, 2010) EVER-GLORY INTERNATIONAL, Florida 000-28806 65-0420146 (State or other jurisdiction oforporation) (Commission File No.) (IRS Employer Identification No.) Ever-Glorymmercial Center, 509 Chengxin Road,Jiangning Development Zone, Nanjing,Jiangsu Province, Peoples Republic of China]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1) Proposed maximum Amount of (2)(3) Ordinary Shares, par value $0.0001 per share $50,000,000 $3,565 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2) (3) American depositary shares issuable upon deposit] [THE COMPANIES LAW OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF iSOFTSTONE HOLDINGS LIMITED (Adopted by Special Resolution passed on June 10, 2010) 1. iSoftStone Holdings Limited. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre,] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 002 US$7,500,000 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 001 US$7,500,000 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2 Corporate Founder] [FORM OF CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 003 US$7,125,664 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 005 US$4,453,539 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 004 US$790,000 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 006 US$1,630,797 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 008 US$4,000,000 April 21, 2010 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 007 US$ 5,000,000 April 22, 2010 Company Note Notes Holder Holders Principal Amount SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE Business Day Company Equity Securities Company Sale Company Sale Price provided it being understood that Conversion Price provided however 2 Corporate Founder Daily Compound] [EXECUTION COPY iSOFTSTONE HOLDINGS LIMITED SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT Agreement iSoftStone Holdings Limited Company This SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU, Tianwen FENG, Yong Frank FENG) Schedule 2 Series A Holders the persons and entities set forth in the Schedule of Series A Shareholders attached] [ADDITIONAL INVESTOR JOINDER AGREEMENT JOINDER AGREEMENT Joinder Agreement st day of April, 2010. BETWEEN: (1) iSoftStone Holdings Limited Company (2) JINYUAN DEVELOPMENT (HONG KONG) COMPANY LIMITED New Note Holder RECITALS (A) Investors Rights Agreement On the 23th day of December 2009, the Company and the Investors entered into that certain Second Amended and Restated Investors Rights Agreement (the (B)] [AMENDMENT TO INVESTORS RIGHTS AGREEMENT Amendment Amendment Effective Date Agreement Signing Date THIS AMENDMENT ( iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU Tianwen FENG Yong Frank FENG Schedule 2 Series A Holders the persons and entities set forth in the Schedule of Series A Shareholders attached as Schedule 3 Series B Holders the entities] [EXECUTION COPY SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement This SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU, Tianwen FENG, Yong ( Frank FENG) Schedule 2 Series A Holders the persons and entities set forth in the] [ADDITIONAL INVESTOR JOINDER AGREEMENT JOINDER AGREEMENT Joinder Agreement st day of April, 2010. BETWEEN: (1) iSoftStone Holdings Limited Company (2) JINYUAN DEVELOPMENT (HONG KONG) COMPANY LIMITED New Note Holder RECITALS (A) ROFR Agreement On the 23th day of December 2009, the Company and its Security Holders entered into that certain Second Amended and Restated Right of First Refusal and Co-Sale] [AMENDMENT TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Amendment Amendment Effective Date Agreement Signing Date THIS AMENDMENT ( iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU Tianwen FENG Yong Frank FENG Schedule 2 Series A Holders the persons and entities set forth in the Schedule of Series A Shareholders attached as Schedule 3 Series] [[ ] 2010 Matter No.:874803 Doc Ref: Fw/aw/#340863 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No.8 West Dongbeiwang Road Haidian District Beijing 100193 Peoples Republic of China Dear Sirs, iSoftStone Holdings Limited (the Company) Re: Commission Registration Statement Securities Act Ordinary Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a] [[ ] 2010 Matter No.:874803 Doc Ref: fw/#340538 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No.8 West Dongbeiwang Road Haidian District Beijing 100193 Peoples Republic of China Dear Sirs, iSoftStone Holdings Limited (the Company) Re: Ordinary Shares Registration Statement Securities Act Commission We have acted as special Cayman Islands legal counsel to the Company in connection] [FORM OF OPINION OF OMELVENY & MEYERS LLP [ ], 2010 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193 Peoples Republic of China American Depositary Shares (the ADSs), each representing [ ] ordinary shares of iSoftStone Holdings Limited (the Company) Re: Ladies and Gentlemen: [ ], 2010 -] [ISOFTSTONE HOLDINGS LIMITED 2008 SHARE INCENTIVE PLAN Adopted on March 1, 2008 (Amended on September 15, 2010) ISOFTSTONE HOLDINGS LIMITED 2008 SHARE INCENTIVE PLAN iSoftStone Holdings Limited, a Cayman Islands exempt company with limited liability (the Company), sets forth herein the terms of its 2008 Share Incentive Plan (the Plan) as follows: 1. PURPOSE The Plan is intended to enhance] [ISOFTSTONE HOLDINGS LIMITED 2009 SHARE INCENTIVE PLAN Adopted on December 17, 2009 (Amended on April 16, 2010 and September 16, 2010) ARTICLE 1 PURPOSE Plan Company The purpose of the iSoftStone Holdings Limited 2009 Share Incentive Plan (the ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated August 30, 2010 relating to the consolidated financial statements of iSoftStone Holdings Limited as of the years ended December 31, 2008 and 2009 and for the years ended December 31, 2007, 2008 and 2009, and the related] [November 23, 2010 Board of Directors iSoftStone Holdings Limited International Software Plaza Bldg 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193, Peoples Republic of China Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, EX-23.5 23 dex235.htm CONSENT OF AMERICAN APPRAISAL CHINA LIMITED] [To: iSoftStone Holdings Limited International Software Plaza Bldg 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193 Peoples Republic of China [DATE] Re: Legal Opinion on Certain PRC Legal Matters To Whom It May Concern, PRC We are lawyers qualified in the Peoples Republic of China (the Company Registration Statement Offering Offered ADSs Ordinary Shares]
