[NF ENERGY SAVINGS CORPORATION ROOM 3106, BLOCK C, 390 QINGNIAN AVENUE HEPING DISTRICT SHENYANG, P.R. CHINA 110002 March 29, 2013 Mr. John Cash Branch Chief Exchange Commission Re: NF Energy Saving Corporation Form 10-K for the year ended December 31, 2011 Filed March 28, 2012 Form 10-Q for the quarter ended September 30, 2012 Filed November 13, 2012 File No.]
[NF ENERGY SAVINGS CORPORATION ROOM 3106, BLOCK C, 390 QINGNIAN AVENUE HEPING DISTRICT SHENYANG, P.R. CHINA 110002 March 29, 2013 Mr. John Cash Branch Chief Exchange Commission Re: NF Energy Saving Corporation Form 10-K for the year ended December 31, 2011 Filed March 28, 2012 Form 10-Q for the quarter ended September 30, 2012 Filed November 13, 2012 File No.]
[] [CODE OF ETHICS OF NF ENERGY SAVING CORPORATION I. Objectives NF Energy Saving Corporation (the “Company”) is committed to the highest level of ethical behavior. The Company's business success depends upon the reputation of the Company and its directors, officer and employees to perform with the highest level of integrity and principled business conduct. · Honest and ethical conduct, including] [Name Place of incorporation and kind of legal entity Liaoning Nengfa Weiye Energy Technology Co. Ltd. The PRC, a limited liability company Liaoning Nengfa Weiye Tei Fa Sales Co., Ltd. The PRC, a limited liability company] [Consent of Independent Registered Public Accounting Firm The Board of Directors NF Energy Saving Corporation We consent to the incorporation by reference in the Registration Statement of NF Energy Saving Corporation (the “Company”) on Form S-3 (File No. 333-172537) of our report dated March 29, 2013 on our audit of the Company’s financial statements as of December 31, 2012 and] [Certification I, Gang Li, certify that: 1. I have reviewed this Annual Report on Form 10-K of NF Energy Saving Corporation. 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 I, Lihua Wang certify that: 1. I have reviewed this Annual Report on Form 10-K of NF Energy Saving Corporation. 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] [18 U.S.C. SECTION 1350 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 for the fiscal year ended December 31, 2012. Gang Li Chief Executive Officer] [18 U.S.C. SECTION 1350 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 result of operations of the Company for the fiscal year ended December 31, 2012. Lihua Wang Chief Executive Financial Officer Principal Financial Officer ( .]
[] [CODE OF ETHICS OF NF ENERGY SAVING CORPORATION I. Objectives NF Energy Saving Corporation (the “Company”) is committed to the highest level of ethical behavior. The Company's business success depends upon the reputation of the Company and its directors, officer and employees to perform with the highest level of integrity and principled business conduct. · Honest and ethical conduct, including] [Name Place of incorporation and kind of legal entity Liaoning Nengfa Weiye Energy Technology Co. Ltd. The PRC, a limited liability company Liaoning Nengfa Weiye Tei Fa Sales Co., Ltd. The PRC, a limited liability company] [Consent of Independent Registered Public Accounting Firm The Board of Directors NF Energy Saving Corporation We consent to the incorporation by reference in the Registration Statement of NF Energy Saving Corporation (the “Company”) on Form S-3 (File No. 333-172537) of our report dated March 29, 2013 on our audit of the Company’s financial statements as of December 31, 2012 and] [Certification I, Gang Li, certify that: 1. I have reviewed this Annual Report on Form 10-K of NF Energy Saving Corporation. 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 I, Lihua Wang certify that: 1. I have reviewed this Annual Report on Form 10-K of NF Energy Saving Corporation. 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] [18 U.S.C. SECTION 1350 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 for the fiscal year ended December 31, 2012. Gang Li Chief Executive Officer] [18 U.S.C. SECTION 1350 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 result of operations of the Company for the fiscal year ended December 31, 2012. Lihua Wang Chief Executive Financial Officer Principal Financial Officer ( .]
[NF ENERGY SAVINGS CORPORATION ROOM 3106, BLOCK C, 390 QINGNIAN AVENUE HEPING DISTRICT SHENYANG, P.R. CHINA 110002 March 29, 2013 Mr. John Cash Branch Chief Exchange Commission Re: NF Energy Saving Corporation Form 10-K for the year ended December 31, 2011 Filed March 28, 2012 Form 10-Q for the quarter ended September 30, 2012 Filed November 13, 2012 File No.]
[NF ENERGY SAVINGS CORPORATION ROOM 3106, BLOCK C, 390 QINGNIAN AVENUE HEPING DISTRICT SHENYANG, P.R. CHINA 110002 March 29, 2013 Mr. John Cash Branch Chief Exchange Commission Re: NF Energy Saving Corporation Form 10-K for the year ended December 31, 2011 Filed March 28, 2012 Form 10-Q for the quarter ended September 30, 2012 Filed November 13, 2012 File No.]
[] [CODE OF ETHICS OF NF ENERGY SAVING CORPORATION I. Objectives NF Energy Saving Corporation (the “Company”) is committed to the highest level of ethical behavior. The Company's business success depends upon the reputation of the Company and its directors, officer and employees to perform with the highest level of integrity and principled business conduct. · Honest and ethical conduct, including] [Name Place of incorporation and kind of legal entity Liaoning Nengfa Weiye Energy Technology Co. Ltd. The PRC, a limited liability company Liaoning Nengfa Weiye Tei Fa Sales Co., Ltd. The PRC, a limited liability company] [Consent of Independent Registered Public Accounting Firm The Board of Directors NF Energy Saving Corporation We consent to the incorporation by reference in the Registration Statement of NF Energy Saving Corporation (the “Company”) on Form S-3 (File No. 333-172537) of our report dated March 29, 2013 on our audit of the Company’s financial statements as of December 31, 2012 and] [Certification I, Gang Li, certify that: 1. I have reviewed this Annual Report on Form 10-K of NF Energy Saving Corporation. 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 I, Lihua Wang certify that: 1. I have reviewed this Annual Report on Form 10-K of NF Energy Saving Corporation. 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] [18 U.S.C. SECTION 1350 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 for the fiscal year ended December 31, 2012. Gang Li Chief Executive Officer] [18 U.S.C. SECTION 1350 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 result of operations of the Company for the fiscal year ended December 31, 2012. Lihua Wang Chief Executive Financial Officer Principal Financial Officer ( .]
[] [CODE OF ETHICS OF NF ENERGY SAVING CORPORATION I. Objectives NF Energy Saving Corporation (the “Company”) is committed to the highest level of ethical behavior. The Company's business success depends upon the reputation of the Company and its directors, officer and employees to perform with the highest level of integrity and principled business conduct. · Honest and ethical conduct, including] [Name Place of incorporation and kind of legal entity Liaoning Nengfa Weiye Energy Technology Co. Ltd. The PRC, a limited liability company Liaoning Nengfa Weiye Tei Fa Sales Co., Ltd. The PRC, a limited liability company] [Consent of Independent Registered Public Accounting Firm The Board of Directors NF Energy Saving Corporation We consent to the incorporation by reference in the Registration Statement of NF Energy Saving Corporation (the “Company”) on Form S-3 (File No. 333-172537) of our report dated March 29, 2013 on our audit of the Company’s financial statements as of December 31, 2012 and] [Certification I, Gang Li, certify that: 1. I have reviewed this Annual Report on Form 10-K of NF Energy Saving Corporation. 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 I, Lihua Wang certify that: 1. I have reviewed this Annual Report on Form 10-K of NF Energy Saving Corporation. 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] [18 U.S.C. SECTION 1350 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 for the fiscal year ended December 31, 2012. Gang Li Chief Executive Officer] [18 U.S.C. SECTION 1350 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 result of operations of the Company for the fiscal year ended December 31, 2012. Lihua Wang Chief Executive Financial Officer Principal Financial Officer ( .]
[NF ENERGYVINGSRPORATION ROOM 3106, BLOCK C, 390 QINGNIAN AVENUE HEPING DISTRICT SHENYANG, P.R. CHINA 110002 March 29, 2013 Mr. Johnsh Branch Chief Exchangemmission Re: NF Energyvingrporation Form 10-K for the year ended December 31, 2011 Filed March 28, 2012 Form 10-Q for the quarter ended September 30, 2012]
[FORM 20-F (Mark One) o or x or o For the transition period from to or o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . CTRIP.COM INTERNATIONAL, LTD. N/A Cayman Islands (Jurisdiction of incorporation or organization) 99 Fu Quan Road Shanghai] [Amendment to the Amended and Restated Memorandum and Articles of Association adopted by the shareholders of Ctrip.com International, Ltd. on October 26, 2012 THAT the Companys currently effective amended and restated memorandum and articles of association be amended as follows: (a) by deleting the following sentence from Article 80: One (1) Director shall be appointed by Rakuten, Inc. (Rakuten) so] [AMENDED AND RESTATED TECHNICAL CONSULTING AND SERVICES AGREEMENT Agreement PRC This Amended and Restated Technical Consulting and Services Agreement (this (1) Party A : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Party B Shanghai Ctrip Commerce Co., Ltd. : WHEREAS (1) Party A is a wholly foreign owned enterprise duly incorporated and validly existing under the PRC laws, having] [AMENDED AND RESTATED LOAN AGREEMENT Agreement PRC This Amended and Restated Loan Agreement (this (1) Party A : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Party B Min Fan : Parties Party (In this Agreement, Party A and Party B are hereinafter collectively referred to as the WHEREAS (1) Party A is a wholly foreign owned enterprise duly] [AMENDED AND RESTATED EXCLUSIVE CALL OPTION AGREEMENT Agreement PRC This Amended and Restated Exclusive Call Option Agreement (this (1) Party A : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Party B Min Fan : (3) Party C: Shanghai Ctrip Commerce Co., Ltd. Parties Party (In this Agreement, Party A, Party B and Party C are hereinafter collectively referred to] [AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT Agreement PRC This Amended and Restated Equity Pledge Agreement (this (1) Pledgee : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Pledgor Min Fan : Parties Party (In this Agreement, Pledgee and Pledgor are hereinafter collectively referred to as the WHEREAS (1) Ctrip Commerce The Pledgor is a PRC citizen, who owns 89.8%] [POWER OF ATTORNEY PRC Authorizer POA I, Min Fan, citizen of the Peoples Republic of China (the WHEREAS: (1) the Authorizer Company holds 89.8% equity interest in Shanghai Ctrip Commerce Co., Ltd. (the (2) WFOE the Authorizer, Ctrip Computer Technology (Shanghai) Co., Ltd. (the (3) Attorney-in-Fact Shareholder Rights In consideration of the above, the Authorizer hereby irrevocably] [CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of September 24, 2012 0.50% Convertible Senior Notes due 2017 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS . Definitions Section 1.01 1 . References to Interest Section 1.02 10 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES . Designation and Amount Section 2.01] [Ctrip.com International, Ltd. Significant Subsidiaries C-Travel International Limited, a Cayman Islands company Ctrip.com (Hong Kong) Limited, a Hong Kong company Ctrip Computer Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Information Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Network Technology (Shanghai) Co., Ltd., a PRC company Ctrip Information Technology (Nantong) Co., Ltd., a PRC company China Software] [CTRIP.COM INTERNATIONAL, LTD. Purpose Code Ctrip This Code of Business Conduct and Ethics (the This Code is designed to deter wrongdoing and to promote: · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · · compliance with applicable governmental laws, rules and regulations; · prompt internal reporting] [Certification by the Chief Executive Officer I, James Jianzhang Liang, certify that: 1. I have reviewed this annual report on Form 20-F of Ctrip.com International, Ltd. (the Company); 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] [Certification by the Chief Financial Officer I, Jenny Wenjie Wu, certify that: 1. I have reviewed this annual report on Form 20-F of Ctrip.com International, Ltd. (the Company); 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] [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. 29 , 2013 James Jianzhang Liang James Jianzhang Liang Chief Executive Officer 1 EX-13.1 13 a13-5968_1ex13d1.htm EX-13.1] [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. 29 , 2013 Jenny Wenjie Wu Jenny Wenjie Wu Chief Financial Officer 1 EX-13.2 14 a13-5968_1ex13d2.htm EX-13.2] [[Maples and Calder letterhead] Our ref RDS\302248\5140222v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Ctrip.com International, Ltd. March 29, 2013 Dear Sirs Ctrip.com International, Ltd. (the Company) Yours faithfully, Maples and Calder 1 EX-15.1 15 a13-5968_1ex15d1.htm EX-15.1] [[Letterhead of Commerce & Finance Law Offices] March 29 , 2013 Ctrip.com International, Ltd. Dear Sirs: We consent to the reference to our firm under the headings Key Information Risk Factors, Information on the Company Business Overview PRC Government Regulations , Major Shareholders and Related Party Transactions Related Party Transactions and Financial Statements Notes to] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-136264, No.333-116567 and No. 333-146761) and Form F-3 (No. 333-145161 and No. 333-165150) of Ctrip.com International, Ltd. of our report dated March 29 , 2013 relating to the financial statements and the effectiveness of internal control over]
