[FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SINOCOKING COAL AND COKE CHEMICAL INDUSTRIES, INC. Florida 65-0420146 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Kuanggong Road and Tiyu Road 10th Floor, Chengshi Xin Yong She, Tiyu Road, Xinhua District, Pingdingshan, Henan Province, China 467000 +86-3752882999 Jianhua Lv Chief Executive Officer SinoCoking Coal and] [SINOCOKING COAL AND COKE CHEMICAL INDUSTRIES, INC. Issuer AND [TRUSTEE] Trustee INDENTURE Dated as of [·], 20[·] Senior Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities. 5 Section 2.02 Form of Securities and] [SINOCOKING COAL AND COKE CHEMICAL INDUSTRIES, INC. Issuer AND [TRUSTEE] Trustee INDENTURE Dated as of [·], 20[·] Subordinated Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of Securities and Trustee’s] [345 Park Avenue New York, NY 10154-1895 Direct Main Fax December 5, 2011 SinoCoking Coal and Coke Chemical Industries, Inc. th Kuanggong Road and Tiyu Road, 10 Chengshi Xin Yong She, Tiyu Road, Xinhua District Pingdingshan, Henan Province, China 467000 Ladies and Gentlemen: Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we] [December 5, 2011 SinoCoking Coal and Coke Chemical Industries, Inc. c/o Loeb & Loeb LLP 345 Park Avenue New York, New York 10154-1895 Ladies and Gentlemen: Corporation Registration Statement Act Common Stock Preferred Stock Debt Securities Units Securities We have acted as special Florida counsel to SinoCoking Coal and Coke Chemical Industries, Inc., a Florida corporation (the “ Documents Reviewed] [RATIO OF EARNINGS TO FIXED CHARGES YEAR ENDED JUNE 30, THREE MONTHS ENDED 2007 2008 2009 2010 2011 September 30, 2011 Ratio of Earnings to Fixed Charges 4.3 23.4 24.6 128.5 10.4 9.4 Earnings: For the years ended June 30, 2007, 2008, 2009, 2010 and 2011 and the three months ended September 30, 2011, earnings amounted to $3.4 million, $26.7] [Consent of Independent Registered Public Accounting Firm To the Board of Directors of SinoCoking Coal and Coke Chemical Industries, Inc. We consent to the incorporation by reference in Registration Statement on Form S-3 of SinoCoking Coal and Coke Chemical Industries, Inc. of our report dated September 28, 2010, with respect to our audits of the consolidated financial statements, which appears] [To the Members of the Audit Committee Sinocoking Coal and Coke Chemical Industries, Inc. We consent to the incorporation by reference in the Registration Statement (Form S-3) of Sinocoking Coal and Coke Chemical Industries, Inc. of our report dated September 13, 2011 with respect to the consolidated financial statements of Sinocoking Coal and Coke Chemical Industries, Inc. included in the]