[SCHEDULE 14A INFORMATION x o Check the appropriate box: x Preliminary Proxy Statement o o Definitive Proxy Statement o Definitiveditional Materials o Cleantech Solutions International, Payment of Filing Fee (Check the appropriate box): x No fee required. o Feemputed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.]
[Page PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 24 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 56 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 85 ITEM 7. MAJOR SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS 94 ITEM] [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 THE SARBANES-OXLEY ACT OF 2002 I, John R. Stringer, 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] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER THE SARBANES-OXLEY ACT OF 2002 I, Dirk Chen, 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] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. John R. Stringer Chief Executive Officer] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dirk Chen Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963, Form S-8 No. 333-119616, Form S-8 No. 333-160535 and Form S-8 No. 333-168123) of GigaMedia Limited of our report dated April 30, 2012, on the consolidated financial statements and internal control over financial reporting] [CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963, Form S-8 No. 333-119616, Form S-8 No. 333-160535 and Form S-8 No. 333-168123) of GigaMedia Limited of our report dated April 30, 2012, on the consolidated financial statements of Mangas Everest S.A.S. (which expresses an unqualified opinion] [GHP Horwath, P.C. Member Crowe Horwath International MANGAS EVEREST S.A.S. CONSOLIDATED FINANCIAL STATEMENTS THE PERIOD FROM APRIL 1, 2010 THROUGH DECEMBER 31, 2010, AND YEAR ENDED DECEMBER 31, 2011 MANGAS EVEREST S.A.S. CONSOLIDATED FINANCIAL STATEMENTS PERIOD FROM APRIL 1, 2010 THROUGH DECEMBER 31, 2010, AND THE YEAR ENDED DECEMBER 31, 2011 Index Page Independent Auditors Report 1 Consolidated Statements of]
[Jun Wang, Chief Financial Officer Telephone: + (86 10) 58325288 Email: ir@jrj.com Facsimile: + (86 10)58325200 9/F, Tower C, Corporate Square No.35 Financial Street, Xicheng District Beijing 100033, China (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Title of each class Name of each exchange on which registered None None American Depositary Shares, each representing 5] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among SHAOMING SHI and LIN YANG and SHENZHEN SHANGTONG SOFTWARE CO., LTD FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. JANUARY, 2012 BEIJING, CHINA The framework agreement is entered into as of the date of January 1, 2012 in Beijing, Peoples Republic of China (the PRC) by and among the] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among LIN YANG and LINGHAI MA and SHENZHEN SHANGTONG SOFTWARE CO., LTD FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. JANUARY, 2012 BEIJING, CHINA The framework agreement is entered into as of the date of January 1, 2012 in Beijing, Peoples Republic of China (the PRC) by and among the] [[Translated from the original Chinese version] PURCHASE OPTION AND COOPERATION AGREEMENT among FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. LINGHAI MA LIN YANG and SHENZHEN SHANGTONG SOFTWARE CO., LTD. January 1, 2012 BEIJING, CHINA PURCHASE OPTION AND COOPERATION AGREEMENT This Purchase Option and Cooperation Agreement (this Agreement) is entered into in Beijing, Peoples Republic of China (the PRC) on January 1,] [[Translated from the original Chinese version] SHARE PLEDGE CONTRACT This Share Pledge Contract (this Contract) is executed by and among the following parties on January 1, 2012. Pledgor A: Linghai Ma ID No.: 210821197010201014 Address: 9th Floor of Tower C, Corporate Square, 35 Financial Street, Xicheng District, Beijing Pledgor B: Lin Yang ID No.: 371100197603010016 Address: 9th Floor of Tower] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among LIN YANG and SHENZHEN NEWRAND SECURITIES ADVISORY AND INVESTMENT CO., LTD. FORTUNE SOFTWARE (BEIJING) CO., LTD. BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD. JANUARY, 2012 BEIJING, CHINA The framework agreement is entered into as of the date of January 11, 2012 in Beijing, Peoples Republic of China] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among LINGHAI MA and SHENZHEN NEWRAND SECURITIES ADVISORY AND INVESTMENT CO., LTD. FORTUNE SOFTWARE (BEIJING) CO., LTD. BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD. FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD JANUARY, 2012 BEIJING, CHINA The framework agreement is entered into as of the date of January 11, 2012] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. LIN YANG and SHENZHEN NEWRAND SECURITIES ADVISORY AND INVESTMENT CO., LTD. JANUARY 11, 2012 BEIJING, CHINA PURCHASE OPTION AGREEMENT This Purchase Option Agreement (this Agreement) is entered into in Beijing, Peoples Republic of China (the PRC) on January 11, 2012 by and among: Party A:] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. LINGHAI MA and SHENZHEN NEWRAND SECURITIES ADVISORY AND INVESTMENT CO., LTD. JANUARY 11, 2012 BEIJING, CHINA PURCHASE OPTION AGREEMENT This Purchase Option Agreement (this Agreement) is entered into in Beijing, Peoples Republic of China (the PRC) on January 11, 2012 by and among: Party A:] [No. SZ12ZD02-01 [Translated from the original Chinese version] PROPRIETARY INFORMATION LICENSE AGREEMENT Agreement No.: SZ12ZD02-01 License No.: SHENZHENGXU 12ZD02-01 PARTY A: SHENZHEN SECURITIES INFORMATION CO., LTD. ADDRESS: F6, BUILDING 10, SHANGBU INDUSTRIAL ZONE, WEST HONGLI ROAD, SHENZHEN POSTAL CODE: 518028 NAME IN ENGLISH: SHENZHEN SECURITIES INFORMATION CO., LTD. PARTY B: BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD ADDRESS: FLOOR 9,] [[Translated from the original Chinese version] SECURITIES INFORMATION LICENSE CONTRACT Contract No:L12006028 Address: 528 Pudong South Road, Shanghai Party B: Beijing Fuhua Innovation Technology Development Co., Ltd. Address: 9/F., Tower C, Corporate Square, No.35 Financial Street, Xicheng District, Beijing Whereas: Upon friendly negotiation, Party A and Party B agree upon Party As grant to Party B a license to operate] [Market Data Vendor Licence Agreement AN AGREEMENT st day of March, 2011 BETWEEN:- (1) HKEx INFORMATION SERVICES LIMITED (HKEx-IS) (2) (the Licensee) The person whose name and address is set out in Schedule 1 WHEREAS:- (A) HKEx-IS is an indirect wholly owned subsidiary of Hong Kong Exchanges and Clearing Limited. (B) It has been agreed that HKEx-IS will grant to] [The following table sets forth the details of our principle subsidiaries and significant PRC-incorporated affiliates as of December 31, 2011: Name Jurisdiction Legal Fortune Software (Beijing) Co., Ltd. PRC 100% China Finance Online (Beijing) Co., Ltd. PRC 100% Beijing Fuhua Innovation Technology Development Co., Ltd. * PRC Nil Fortune (Beijing) Success Technology Co., Ltd. PRC 100% Fortune (Beijing) Wisdom Technology] [I, Zhao Zhiwei, certify that: 1. I have reviewed this annual report on Form 20-F of China Finance Online Co. Limited; 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 Principal Financial Officer I, Jeff Wang, certify that: 1. I have reviewed this annual report on Form 20-F of China Finance Online Co. Limited; 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] [CERTIFICATION OF PERIODIC FINANCIAL REPORT SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CERTIFICATION OF PERIODIC FINANCIAL REPORT SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-139192 on Form S-8/A and Registration Statements No. 333-157670, No. 333-139192 and No 333-123802 on Form S-8 of our reports dated April 27, 2012, relating to the consolidated financial statements and financial statement schedule of China Finance Online Co. Limited, its] [April 23, 2012 The Directors, China Finance Online Limited 9th Floor, International Enterprise Plaza No. 35 Finance Street Beijing 100145, PRC Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED EX-15.2 19 d295980dex152.htm WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED]
[Impact on Chunghwa Telecoms Financials after the adoption of IFRS As of January 1, 2012, the major differences in Chunghwas consolidated financials due to the transition from ROC GAAP to IFRS include a decrease of NT$18,050,922 thousand in retained earnings, an increase of NT$20,621,248 thousand in paid-in capital, a decrease of NT$5,762,753 thousand in unrealized revaluation increment, a decrease of] [Chunghwa Telecom Reports Consolidated Operating Results Taipei, Taiwan, R.O.C. April 30, 2012 - Chunghwa Telecom Co., Ltd. (TAIEX: 2412, NYSE: CHT) (Chunghwa or the Company) today reported its operating results for the first quarter of 2012. All figures were prepared in accordance with generally accepted accounting principles of the Republic of China (ROC GAAP) on a consolidated basis. (Comparisons, unless] [Chunghwa Telecom Co., Ltd. Financial Statements for the Three Months Ended March 31, 2012 and 2011 and Independent Accountants Review Report INDEPENDENT ACCOUNTANTS REVIEW REPORT The Board of Directors and Stockholders Chunghwa Telecom Co., Ltd. We have reviewed the accompanying balance sheets of Chunghwa Telecom Co., Ltd. as of March 31, 2012 and 2011 , and the related statements of] [Chunghwa Telecom Co., Ltd. and Subsidiaries Consolidated Financial Statements for the Three Months Ended March 31, 2012 and 2011 and Independent Accountants Review Report INDEPENDENT ACCOUNTANTS REVIEW REPORT To the Board of Directors and Stockholders of Chunghwa Telecom Co., Ltd. We have reviewed the accompanying consolidated balance sheets of Chunghwa Telecom Co., Ltd. and subsidiaries (the Company) as of March] [Chunghwa Telecom Co., Ltd. and GAAP Reconciliations of Consolidated Financial Statements for the Three Months Ended March 31, 2012 and 2011 1. 1) Net Income Reconciliation Three Months Ended March 31 2011 2012 NT$ NT$] [4 / 30 Chunghwa Telecom Co., Ltd.]
[] [Summary of Share Transfer Agreement Agreement Beijing This Share Transfer Agreement (the " Party A: Party B: (1) Party A is a shareholder of Beijing Fuji Biaoshang Information Technology Co., Ltd. (2) On behalf of eFuture Information Technology Inc., Party B owns the shares of Beijing Fuji Biaoshang Information Technology Co., Ltd. Party A intends to purchase the 51% of] [Summary of Share Transfer Agreement Agreement Beijing This Share Transfer Agreement (the " Party A: Personal ID Number: 362329197303070319 Party B: Personal ID Number: 510226196412090375 (1) Party A is a shareholder of Beijing Wangku Hutong Information Technology Co., Ltd. (2) On behalf of eFuture Information Technology Inc., Party B owns the shares of Beijing Wangku Hutong Information Technology Co., Ltd.] [Loan Agreement 18/01 This Loan Agreement (this "Agreement") is made and entered into by and between the parties below as of the eFuture (Beijing) Information Technology Inc. Zhang xuejun Whereas, Loan 1. 1.1 According to the terms and conditions of this Agreement, Lender agrees to provide a loan equivalent to the amount of RMB150,000 (the "Loan") to Borrower, and the] [Loan Agreement 18/01 This Loan Agreement (this "Agreement") is made and entered into by and between the parties below as of the eFuture (Beijing) Information Technology Inc. Zou hongjun 8/F Whereas, Loan 1. Unless otherwise provided herein, the terms below shall have the following meanings: 1.1 According to the terms and conditions of this Agreement, Lender agrees to provide a] [Share Pledge Agreement This Exclusive Option Agreement (this "Agreement") is executed by and among the Parties below as of 18/01, 2011 in Beijing, the People's Republic of China ("China" or the "PRC"): Party A: e-Future (Beijing) Information Technology Inc. (hereinafter "Pledgee") Address: 8/F Topnew Tower,15 Guanghua Road, Cuaoyang District,Beijing 100026,China Party B: Zhang xuejun (hereinafter "Pledgor") ID No.: 510226196412090375 Address:] [Share Pledge Agreement This Exclusive Option Agreement (this "Agreement") is executed by and among the Parties below as of 18/01, 2011 in Beijing, the People's Republic of China ("China" or the "PRC"): Party A: e-Future (Beijing) Information Technology Inc. (hereinafter "Pledgee") Address: 8/F Topnew Tower,15 Guanghua Road, Cuaoyang District,Beijing 100026,China Party B: Zou hongjun (hereinafter "Pledgor") ID No.: 510212196804100319 Address:] [Exclusive Option Agreement This Exclusive Option Agreement (this "Agreement") is executed by and among the Parties below as of 18/01, 2011 in Beijing, the People's Republic of China ("China" or the "PRC"): Party A: e-Future (Beijing) Information Technology Inc. (hereinafter "Pledgee") Address: 8/F Topnew Tower,15 Guanghua Road, Cuaoyang District,Beijing 100026,China Party B: Zhang xuejun (hereinafter "Pledgor") ID No.: 510226196412090375 Address:] [Exclusive Option Agreement This Exclusive Option Agreement (this "Agreement") is executed by and among the Parties below as of 18/01, 2011 in Beijing, the People's Republic of China ("China" or the "PRC"): Party A: e-Future (Beijing) Information Technology Inc. (hereinafter "Pledgee") Address: 8/F Topnew Tower,15 Guanghua Road, Cuaoyang District,Beijing 100026,China Party B: Zou hongjun (hereinafter "Pledgor") ID No.: 510212196804100319 Address:] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this "Agreement") is made and entered into by and between the following Parties on 18/01, 2011 in Beijing, the People's Republic of China ("China" or the "PRC"). Party A: eFuture (Beijing) Information Technology Inc. Address: 8/F Topnew Tower,15 Guanghua Road, Chaoyang District,Beijing 100026,China Party B: Beijing Changshengtiandi Ecommerce Co., Ltd. Address:] [Supplementary Agreement Agreement" PRC" 23rd This Supplementary Agreement (" eFuture (Beijing) Information Technology Inc. Party A" and Beijing Changshengtiandi Ecommerce Co., Ltd. Party B" Parties Party (Collectively the " Whereas: A. Cooperation Agreement" Service Fees" Party A and Party B entered into an Exclusive Business Cooperation Agreement on January 18, 2011 (" B. According to Clause 2 of the Cooperation] [Power of Attorney Zhang xuejun, a Chinese citizen with Chinese Identification Card No.: 510226196412090375, and a holder of certain percentage of the entire registered capital in Beijing Changshengtiandi Ecommerce Co., Ltd. ("Changshengtiandi") (regardless whether my capital contribution to "Changshengtiandi" and/or percentage of shareholding in"Changshengtiandi" is changed or not in the future, "My Shareholding"), hereby irrevocably authorize eFuture (Beijing) Information Technology] [Power of Attorney Zhang xuejun, a Chinese citizen with Chinese Identification Card No.: 510212196804100319, and a holder of certain percentage of the entire registered capital in Beijing Changshengtiandi Ecommerce Co., Ltd. ("Changshengtiandi") (regardless whether my capital contribution to "Changshengtiandi" and/or percentage of shareholding in"Changshengtiandi" is changed or not in the future, "My Shareholding"), hereby irrevocably authorize eFuture (Beijing) Information Technology] [EX-8 18 ex8-1.htm EX-8.1] [I, Adam Yan, certify that: (1) I have reviewed this Annual Report on Form 20-F of eFuture Information Technology Inc.; (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 were] [Certification of Principal Financial Officer I, Sean Zheng, certify that: (1) I have reviewed this Annual Report on Form 20-F of eFuture Information Technology Inc.; (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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the this report fairly presents, in all material respects, the financial condition and results of operations of eFuture Information Technology Inc. Adam Yan EX-13 22 ex13-1.htm EX-13.1] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the this report fairly presents, in all material respects, the financial condition and results of operations of eFuture Information Technology Inc. Sean Zheng Chief Financial Officer (Principal Financial Officer) EX-13 23 ex13-2.htm EX-13.2]
[Execution VersionNVERTIBLE NOTE PURCHASE among CHINARD BLOODRPORATION andR CHINA HEALTHCARE INVESTMENT LIMITEDted April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page Section 1 2 Section 2] [SENIORNVERTIBLE NOTE SECURITIES ACT CHINARD BLOODRPORATION 7% SENIORNVERTIBLE NOTE Original Principal Amount: US$65,000,000 Holder Principal and Issuancete and Note Notes Other Notes Registration Rightsreement FOR VALUE RECEIVED, Chinard Bloodrporation, an exemptedmpany with limited liabilityorporated in theyman Islands (thempany), hereby promises to pay to the order ofR China Healthcare Investment Limited or registeredsigns (the] [EXECUTIONPY REGISTRATION RIGHTSREEMENT between CHINARD BLOODRPORATION andR CHINA HEALTHCARE INVESTMENT LIMITED April 27ted Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page Section 1 DEFINITIONS 1 Section 2 GENERAL; SECURITIES SUBJECT TO THISREEMENT] [DIRECTOR INDEMNIFICATIONREEMENT between CHINARD BLOODRPORATION and JULIAN J. WOLHARDTted April 27, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTSntents Page 1. Interpretation 1 2. Indemnity 3 3. Limitations on indemnity] [Executionpy INDEMNIFICATION PRIORITY AND INFORMATION SHARINGREEMENTreementR CHINA HEALTHCARE INVESTMENT LIMITED InvestorRmpany This INDEMNIFICATION PRIORITY AND INFORMATION SHARINGREEMENT,ted of April 27, 2012 (thismpany IndemnificationreementR Indemnified Parties WHEREAS, thempany has entered into anvertible Note Purchasereementted of April 12, 2012 (the] [Chinard Bloodrporation Announcesmpletion of $65 Millionnvertible Debt Financing withR HONG KONG, China, April 27, 2012 Chinard Bloodrporation (NYSE:) (CCBC or thempany), the first and largestrd blood banking operator in China, today announced that it has successfully closed a US$65 millionnvertible debt financing with funds affiliated withR China Growth Fund L.P., a China-focused investment fund managed]
[Page PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 24 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 56 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 85 ITEM 7. MAJOR SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS 94 ITEM] [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 THE SARBANES-OXLEY ACT OF 2002 I, John R. Stringer, 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] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER THE SARBANES-OXLEY ACT OF 2002 I, Dirk Chen, 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] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. John R. Stringer Chief Executive Officer] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dirk Chen Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963, Form S-8 No. 333-119616, Form S-8 No. 333-160535 and Form S-8 No. 333-168123) of GigaMedia Limited of our report dated April 30, 2012, on the consolidated financial statements and internal control over financial reporting] [CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963, Form S-8 No. 333-119616, Form S-8 No. 333-160535 and Form S-8 No. 333-168123) of GigaMedia Limited of our report dated April 30, 2012, on the consolidated financial statements of Mangas Everest S.A.S. (which expresses an unqualified opinion] [GHP Horwath, P.C. Member Crowe Horwath International MANGAS EVEREST S.A.S. CONSOLIDATED FINANCIAL STATEMENTS THE PERIOD FROM APRIL 1, 2010 THROUGH DECEMBER 31, 2010, AND YEAR ENDED DECEMBER 31, 2011 MANGAS EVEREST S.A.S. CONSOLIDATED FINANCIAL STATEMENTS PERIOD FROM APRIL 1, 2010 THROUGH DECEMBER 31, 2010, AND THE YEAR ENDED DECEMBER 31, 2011 Index Page Independent Auditors Report 1 Consolidated Statements of]
[Jun Wang, Chief Financial Officer Telephone: + (86 10) 58325288 Email: ir@jrj.com Facsimile: + (86 10)58325200 9/F, Tower C, Corporate Square No.35 Financial Street, Xicheng District Beijing 100033, China (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Title of each class Name of each exchange on which registered None None American Depositary Shares, each representing 5] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among SHAOMING SHI and LIN YANG and SHENZHEN SHANGTONG SOFTWARE CO., LTD FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. JANUARY, 2012 BEIJING, CHINA The framework agreement is entered into as of the date of January 1, 2012 in Beijing, Peoples Republic of China (the PRC) by and among the] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among LIN YANG and LINGHAI MA and SHENZHEN SHANGTONG SOFTWARE CO., LTD FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. JANUARY, 2012 BEIJING, CHINA The framework agreement is entered into as of the date of January 1, 2012 in Beijing, Peoples Republic of China (the PRC) by and among the] [[Translated from the original Chinese version] PURCHASE OPTION AND COOPERATION AGREEMENT among FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. LINGHAI MA LIN YANG and SHENZHEN SHANGTONG SOFTWARE CO., LTD. January 1, 2012 BEIJING, CHINA PURCHASE OPTION AND COOPERATION AGREEMENT This Purchase Option and Cooperation Agreement (this Agreement) is entered into in Beijing, Peoples Republic of China (the PRC) on January 1,] [[Translated from the original Chinese version] SHARE PLEDGE CONTRACT This Share Pledge Contract (this Contract) is executed by and among the following parties on January 1, 2012. Pledgor A: Linghai Ma ID No.: 210821197010201014 Address: 9th Floor of Tower C, Corporate Square, 35 Financial Street, Xicheng District, Beijing Pledgor B: Lin Yang ID No.: 371100197603010016 Address: 9th Floor of Tower] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among LIN YANG and SHENZHEN NEWRAND SECURITIES ADVISORY AND INVESTMENT CO., LTD. FORTUNE SOFTWARE (BEIJING) CO., LTD. BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD. JANUARY, 2012 BEIJING, CHINA The framework agreement is entered into as of the date of January 11, 2012 in Beijing, Peoples Republic of China] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among LINGHAI MA and SHENZHEN NEWRAND SECURITIES ADVISORY AND INVESTMENT CO., LTD. FORTUNE SOFTWARE (BEIJING) CO., LTD. BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD. FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD JANUARY, 2012 BEIJING, CHINA The framework agreement is entered into as of the date of January 11, 2012] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. LIN YANG and SHENZHEN NEWRAND SECURITIES ADVISORY AND INVESTMENT CO., LTD. JANUARY 11, 2012 BEIJING, CHINA PURCHASE OPTION AGREEMENT This Purchase Option Agreement (this Agreement) is entered into in Beijing, Peoples Republic of China (the PRC) on January 11, 2012 by and among: Party A:] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. LINGHAI MA and SHENZHEN NEWRAND SECURITIES ADVISORY AND INVESTMENT CO., LTD. JANUARY 11, 2012 BEIJING, CHINA PURCHASE OPTION AGREEMENT This Purchase Option Agreement (this Agreement) is entered into in Beijing, Peoples Republic of China (the PRC) on January 11, 2012 by and among: Party A:] [No. SZ12ZD02-01 [Translated from the original Chinese version] PROPRIETARY INFORMATION LICENSE AGREEMENT Agreement No.: SZ12ZD02-01 License No.: SHENZHENGXU 12ZD02-01 PARTY A: SHENZHEN SECURITIES INFORMATION CO., LTD. ADDRESS: F6, BUILDING 10, SHANGBU INDUSTRIAL ZONE, WEST HONGLI ROAD, SHENZHEN POSTAL CODE: 518028 NAME IN ENGLISH: SHENZHEN SECURITIES INFORMATION CO., LTD. PARTY B: BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD ADDRESS: FLOOR 9,] [[Translated from the original Chinese version] SECURITIES INFORMATION LICENSE CONTRACT Contract No:L12006028 Address: 528 Pudong South Road, Shanghai Party B: Beijing Fuhua Innovation Technology Development Co., Ltd. Address: 9/F., Tower C, Corporate Square, No.35 Financial Street, Xicheng District, Beijing Whereas: Upon friendly negotiation, Party A and Party B agree upon Party As grant to Party B a license to operate] [Market Data Vendor Licence Agreement AN AGREEMENT st day of March, 2011 BETWEEN:- (1) HKEx INFORMATION SERVICES LIMITED (HKEx-IS) (2) (the Licensee) The person whose name and address is set out in Schedule 1 WHEREAS:- (A) HKEx-IS is an indirect wholly owned subsidiary of Hong Kong Exchanges and Clearing Limited. (B) It has been agreed that HKEx-IS will grant to] [The following table sets forth the details of our principle subsidiaries and significant PRC-incorporated affiliates as of December 31, 2011: Name Jurisdiction Legal Fortune Software (Beijing) Co., Ltd. PRC 100% China Finance Online (Beijing) Co., Ltd. PRC 100% Beijing Fuhua Innovation Technology Development Co., Ltd. * PRC Nil Fortune (Beijing) Success Technology Co., Ltd. PRC 100% Fortune (Beijing) Wisdom Technology] [I, Zhao Zhiwei, certify that: 1. I have reviewed this annual report on Form 20-F of China Finance Online Co. Limited; 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 Principal Financial Officer I, Jeff Wang, certify that: 1. I have reviewed this annual report on Form 20-F of China Finance Online Co. Limited; 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] [CERTIFICATION OF PERIODIC FINANCIAL REPORT SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CERTIFICATION OF PERIODIC FINANCIAL REPORT SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-139192 on Form S-8/A and Registration Statements No. 333-157670, No. 333-139192 and No 333-123802 on Form S-8 of our reports dated April 27, 2012, relating to the consolidated financial statements and financial statement schedule of China Finance Online Co. Limited, its] [April 23, 2012 The Directors, China Finance Online Limited 9th Floor, International Enterprise Plaza No. 35 Finance Street Beijing 100145, PRC Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED EX-15.2 19 d295980dex152.htm WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED]
[FORM 20-F (Mark One) OR December 31, 2011 For the fiscal year ended OR OR Date of event requiring this shell company report _________________________ For the transition period from ___________to ___________. 001-33765 AIRMEDIA GROUP INC. Not Applicable Cayman Islands (Jurisdiction of incorporation or organization) 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District, Beijing 100027 The Peoples Republic of China] [Summary of Framework Cooperation Agreement Party A: AirMedia Group Co., Ltd. Address: 15/F, Sky Plaza, No.46 of Dongzhimenwai Avenue, Dongcheng District, Beijing, the PRC Legal Representative: Guo Man Party B: Beijing Super TV Co., Ltd Address: Jingmeng High-Tech Building B, 4th Floor, No. 5 Shangdi East Road, Haidian District, Beijing, the PRC Legal Representative: Zhu Jianhua I. Incorporation of New] [Summary of Supplemental Agreement to Framework Cooperation Agreement Party A: AirMedia Group Co., Ltd. Address: 15/F, Sky Plaza, No.46 of Dongzhimenwai Avenue, Dongcheng District, Beijing, the PRC Legal Representative: Guo Man Party B: Beijing Super TV Co., Ltd Address: Jingmeng High-Tech Building B, 4th Floor, No. 5 Shangdi East Road, Haidian District, Beijing, the PRC Legal Representative: Zhu Jianhua Party] [AIRMEDIA GROUP INC. 2011 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 2.1 Award 2.2 Award Agreement 2.3 ] [List of Subsidiaries Wholly-Owned Subsidiaries Place of Incorporation 1. Broad Cosmos Enterprises Ltd. British Virgin Islands 2. Air Media International Ltd. British Virgin Islands 3. Excel Lead International Limited British Virgin Islands 4. Dominant City Ltd. British Virgin Islands 5. Easy Shop Limited British Virgin Islands 6. Air Media (China) Limited Hong Kong 7. Glorious Star Investment Limited Hong Kong] [CERTIFICATIONS I, Herman Man Guo, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc.; 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] [CERTIFICATIONS I, Ping Sun, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc.; 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 were] [OF THE SARBANES-OXLEY ACT OF 2002 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. Herman Man Guo Chief Executive Officer] [OF THE SARBANES-OXLEY ACT OF 2002 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. Ping Sun Chief Financial Officer (Principal Financial and Accounting Officer)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333-148352, 333-164219 on Form S-8 and No. 333-161067 on Form F-3 of our reports dated April 30, 2012, relating to the consolidated financial statements and financial statement schedule of AirMedia Group Inc., its subsidiaries, its variable interest entities (the VIEs) and] [通 商 律 師 事 務 所 Commerce & Finance Law Offices www.tongshang.com April 30, 2012 AirMedia Group Inc. Dear Sirs, Sincerely Yours, Commerce & Finance Law Offices] [AirMedia Group Inc. April 30, 2012 Dear Sirs AirMedia Group Inc. Company SEC Annual Report We have acted as legal advisors as to the laws of the Cayman Islands to AirMedia Group Inc., an exempted limited liability company incorporated in the Cayman Islands (the " Yours faithfully]
[COMPANY SkyPeople Fruit Juice, Inc. Mr. Xin Ma , Vice President Tel: China + 86 - 29-8837-7161 Email: oliver.x.ma@skypeoplefruitjuice.com Web: http://www.skypeoplefruitjuice.com INVESTOR RELATIONS David Rudnick , Account Manager CCG Investor Relations Tel: US +1- 646 - 626-4172 Email: david.rudnick@ccgir.com Web: http://www.ccgir.com SkyPeople Fruit Juice New Beverage Production Line Started Operation in Northeastern China 2 SPU News in Huludao Wonder Fruit] [FORM 8-K CURRENT REPORT Date of Report (Date of earliest event reported): April 30, 2012 SKYPEOPLE FRUIT JUICE, INC. Florida 001-34502 98-0222013 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 16F, China Development Bank Tower, No. 2, Gaoxin 1st Road, Xi’an, PRC 710075 (Zip code) 86-29-88377161]
