[SKADDEN, ARPS, SLATE, MEAGHER & FLOM DIRECT DIAL AFFILIATE OFFICES DIRECT FAX 42/F, EDINBURGH TOWER, THE LANDMARK BOSTON (852) 3910-4850 15 QUEENS ROAD CENTRAL, HONG KONG CHICAGO EMAIL ADDRESS HOUSTON JULIE.GAO@SKADDEN.COM LOS ANGELES NEW YORK PARTNERS TEL: (852) 3740-4700 PALO ALTO EDWARD H.P. LAM ¨ * FAX: (852) 3740-4727 G.S. PAUL MITCHARD QC ¨ www.skadden.com WILMINGTON CLIVE W. ROUGH ¨]
[ANNUAL REPORT ON FORM 20-F TABLE OF CONTENTS Page PART I Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 Item 4. Information on the Company 40 Item 4A. Unresolved Staff Comments 63 Item 5. Operating and Financial Review and Prospects 63 Item 6. Directors, Senior] [ENTRUSTMENT LOAN AGREEMENT (For Corporate Business) Serial No.: Xing Yin Shen Tian An Wei Jie Zi (2011) No. 0002 Shenzhen Nepstar Pharmaceutical Co., Ltd. Entrustor: Domicile: Legal Representative/Principal Officer: Contact Person: Mailing Address:] [ENTRUSTMENT LOAN AGREEMENT (For Corporate Business) Serial No.: Xing Yin Shen Tian An Wei Jie Zi (2011) No. 0003 Shenzhen Nepstar Pharmaceutical Co., Ltd. Entrustor: Domicile: Legal Representative/Principal Officer: Contact Person: Mailing Address:] [SUBSIDIARIES OF THE COMPANY Wholly-owned subsidiaries, each of which is duly incorporated in the PRC: Shenzhen Nepstar Pharmaceutical Electronic Technologies Ltd. Shenzhen Nepstar Commerce Development Ltd. Shenzhen Jinfu Logistics Service Co., Ltd. Shenzhen Wisconsin Trading Development Co., Ltd. Shenzhen Nepstar Pharmaceutical Co., Ltd. Affiliated entity, duly incorporated in the PRC: Yunnan Jianzhijia Chain Drugstore] [I, Fuxiang Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of China Nepstar Chain Drugstore 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] [I, Zixin Shao, certify that: 1. I have reviewed this annual report on Form 20-F of China Nepstar Chain Drugstore 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] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Fuxiang Zhang Chief Executive Officer] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zixin Shao Chief Financial Officer] [Consent of Independent Registered Public Accounting Firm The Board of Directors China Nepstar Chain Drugstore Ltd.: We consent to the incorporation by reference in the registration statement (No. 333-147702) on Form S-8 of China Nepstar Chain Drugstore Ltd. of our reports dated April 24, 2012, with respect to the consolidated balance sheets of China Nepstar Chain Drugstore Ltd. and subsidiaries]
[JinkoSolar Announces Issuance of One-Year Short-Term Bonds of RMB300 Million SHANGHAI, April 24, 2012 - The bonds were previously registered with the Nationalsociation of Financial Market Institutional Investors. Industrial Bank acted the lead underwriter and bookrunner for the bonds with standbymmitment.l of the proceeds from the issuance of the bonds will be used workingpital.]
[] [REEDER & SIMPSON PC ATTORNEYS AT LAW P.O. Box 601 Telephone: 011-692-625-3602 RRE Commercial Center Email: dreeder@ntamar.net Majuro, MH 96960 r.simpson@simpson.gr April 23, 2012 Seaspan Corporation Unit 2, 7th Floor, Bupa Centre 141 Connaught Road West Hong Kong, China Re: Seaspan Corporation Ladies and Gentlemen: RMI Corporation Registration Statement Shares Schedule I Selling Securityholders Securities Act Purchase Agreement Schedule I] [April 23, 2012 Seaspan Corporation Unit 2, 7th Floor Bupa Centre 141 Connaught Road West Hong Kong China Re: Seaspan Corporation Registration Statement on Form F-3 Ladies and Gentlemen: In addition, we have assumed, with your permission, (i) that the statements and representations concerning the Company and its operations contained in the Registration Statement, and the statements and representations contained] [REEDER & SIMPSON PC ATTORNEYS AT LAW P.O. Box 601 Telephone: 011-692-625-3602 RRE Commercial Center Email: dreeder@ntamar.net Majuro, MH 96960 r.simpson@simpson.gr April 23, 2012 Seaspan Corporation Unit 2, 7th Floor, Bupa Centre 141 Connaught Road West Hong Kong, China Re: Seaspan Corporation Ladies and Gentlemen: RMI Corporation Registration Statement Shares Selling Securityholders Securities Act Purchase Agreement We have acted as] [[Letterhead of Farris, Vaughan, Wills & Murphy LLP] April 23, 2012 Reference: 30423-0006 Seaspan Corporation Unit 2, 7th Floor, Bupa Centre 141 Connaught Road West Hong Kong China Attention: Sai W. Chu, Chief Financial Officer Dear Sirs/Mesdames: RE: Seaspan Corporation Registration Statement on Form F-3 Company Securities Act Registration Statement We have acted as Canadian tax counsel to Seaspan Corporation] [Consent of Independent Registered Public Accounting Firm The Board of Directors Seaspan Corporation We consent to the use of our reports dated March 23, 2012, with respect to the consolidated balance sheets of Seaspan Corporation as of December 31, 2011 and 2010, and the related consolidated statements of operations, comprehensive income (loss), shareholders equity and cash flows for each of]
[JinkoSolar Announces Issuance of One-Year Short-Term Bonds of RMB300 Million SHANGHAI, April 24, 2012 - The bonds were previously registered with the Nationalsociation of Financial Market Institutional Investors. Industrial Bank acted the lead underwriter and bookrunner for the bonds with standbymmitment.l of the proceeds from the issuance of the bonds will be used workingpital.]
[] [REEDER & SIMPSON PC ATTORNEYS AT LAW P.O. Box 601 Telephone: 011-692-625-3602 RRE Commercial Center Email: dreeder@ntamar.net Majuro, MH 96960 r.simpson@simpson.gr April 23, 2012 Seaspan Corporation Unit 2, 7th Floor, Bupa Centre 141 Connaught Road West Hong Kong, China Re: Seaspan Corporation Ladies and Gentlemen: RMI Corporation Registration Statement Shares Schedule I Selling Securityholders Securities Act Purchase Agreement Schedule I] [April 23, 2012 Seaspan Corporation Unit 2, 7th Floor Bupa Centre 141 Connaught Road West Hong Kong China Re: Seaspan Corporation Registration Statement on Form F-3 Ladies and Gentlemen: In addition, we have assumed, with your permission, (i) that the statements and representations concerning the Company and its operations contained in the Registration Statement, and the statements and representations contained] [REEDER & SIMPSON PC ATTORNEYS AT LAW P.O. Box 601 Telephone: 011-692-625-3602 RRE Commercial Center Email: dreeder@ntamar.net Majuro, MH 96960 r.simpson@simpson.gr April 23, 2012 Seaspan Corporation Unit 2, 7th Floor, Bupa Centre 141 Connaught Road West Hong Kong, China Re: Seaspan Corporation Ladies and Gentlemen: RMI Corporation Registration Statement Shares Selling Securityholders Securities Act Purchase Agreement We have acted as] [[Letterhead of Farris, Vaughan, Wills & Murphy LLP] April 23, 2012 Reference: 30423-0006 Seaspan Corporation Unit 2, 7th Floor, Bupa Centre 141 Connaught Road West Hong Kong China Attention: Sai W. Chu, Chief Financial Officer Dear Sirs/Mesdames: RE: Seaspan Corporation Registration Statement on Form F-3 Company Securities Act Registration Statement We have acted as Canadian tax counsel to Seaspan Corporation] [Consent of Independent Registered Public Accounting Firm The Board of Directors Seaspan Corporation We consent to the use of our reports dated March 23, 2012, with respect to the consolidated balance sheets of Seaspan Corporation as of December 31, 2011 and 2010, and the related consolidated statements of operations, comprehensive income (loss), shareholders equity and cash flows for each of]
[INTRODUCTION 1 PARTI 3 Item1. Identity of Directors, Senior Management andvisers 3 Item2. Offer Statistics and Expected Timetable 3 Item3. Key Information 3 Item4. Information on thempany 36 Item4A. Unresolved Staffmments 68 Item5. Operating and Financial Review and Prospects 68 Item 6. Directors, Senior Management and Employees 88] [SUBSIDIARIES OF CHINA ZENIX AUTO INTERNATIONAL LIMITED Subsidiary JurisdictionofOrganization China Wheel Limited Hong Kong Zhengxing Wheel The Peoples Republic of China Zhengxing Indo Wheels Private Limited India Zhengxing Langfang Wheel The Peoples Republic of China Zhengxing Chengdu Wheel The Peoples Republic of China] [CERTIFICATION STYLE="font-family:Times New Roman" SIZE="2">I, Jianhui Lai, certify that: 1. I have reviewed this annual report on Form20-F of China Zenix Auto International Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [CERTIFICATION STYLE="font-family:Times New Roman" SIZE="2">I, Yifan Li, certify that: 1. I have reviewed this annual report on Form20-F of China Zenix Auto International Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [STYLE="font-family:Times New Roman" SIZE="2">906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany at thetes and for the periods indicated. April24, 2012 Jianhui Lai Chief Executive Officer CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [STYLE="font-family:Times New Roman" SIZE="2">906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany at thetes and for the periods indicated. April24, 2012 Yifan Li Chief Financial Officer CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM STYLE="font-family:Times New Roman" SIZE="2">Wensent to theorporation by reference in the Registration Statement on FormS-8 (File No.333-178271) of China Zenix Auto International Limited of our report relating to thensolidated financial statements and the relatedhedule of China Zenix Auto International Limited and its subsidiaries,ted April24, 2012, appearing in the Annual]
[CNOOC Limited]
[INTRODUCTION 1 PARTI 3 Item1. Identity of Directors, Senior Management andvisers 3 Item2. Offer Statistics and Expected Timetable 3 Item3. Key Information 3 Item4. Information on thempany 36 Item4A. Unresolved Staffmments 68 Item5. Operating and Financial Review and Prospects 68 Item 6. Directors, Senior Management and Employees 88] [SUBSIDIARIES OF CHINA ZENIX AUTO INTERNATIONAL LIMITED Subsidiary JurisdictionofOrganization China Wheel Limited Hong Kong Zhengxing Wheel The Peoples Republic of China Zhengxing Indo Wheels Private Limited India Zhengxing Langfang Wheel The Peoples Republic of China Zhengxing Chengdu Wheel The Peoples Republic of China] [CERTIFICATION STYLE="font-family:Times New Roman" SIZE="2">I, Jianhui Lai, certify that: 1. I have reviewed this annual report on Form20-F of China Zenix Auto International Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [CERTIFICATION STYLE="font-family:Times New Roman" SIZE="2">I, Yifan Li, certify that: 1. I have reviewed this annual report on Form20-F of China Zenix Auto International Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [STYLE="font-family:Times New Roman" SIZE="2">906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany at thetes and for the periods indicated. April24, 2012 Jianhui Lai Chief Executive Officer CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [STYLE="font-family:Times New Roman" SIZE="2">906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany at thetes and for the periods indicated. April24, 2012 Yifan Li Chief Financial Officer CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM STYLE="font-family:Times New Roman" SIZE="2">Wensent to theorporation by reference in the Registration Statement on FormS-8 (File No.333-178271) of China Zenix Auto International Limited of our report relating to thensolidated financial statements and the relatedhedule of China Zenix Auto International Limited and its subsidiaries,ted April24, 2012, appearing in the Annual]
[CNOOC Limited]
