[Taiwan Semiconductor Manufacturing Company Ltd. By Lora Ho Senior Vice President & Chief Financial Officer 2013 Third Quarter Earnings Conference October 17, 2013 © 2013 TSMC, Ltd Open Innovation Platform® Agenda TSMC Property Welcome Elizabeth Sun 3Q13 Financial Results and 4Q13 Outlook Lora Ho CEO Message Morris Chang Q&A Morris Chang / Lora Ho]
[Yanzhou Coal Mining Company Limited Date October 18, 2013 By Zhang Baocai Director and Company Secretary YANZHOU COAL MINING COMPANY LIMITED (A joint stock limited company incorporated in the Peoples Republic of China with limited liability) (Stock Code: 1171) VOLUNTARY ANNOUNCEMENT PUBLICATION OF THE PRODUCTION AND SALES VOLUME FOR THE FIRST THREE QUARTERS OF 2013 OF AN OVERSEAS SUBSIDIARY CONTROLLED]
[Taiwan Semiconductor Manufacturing Company Ltd. By Lora Ho Senior Vice President & Chief Financial Officer 2013 Third Quarter Earnings Conference October 17, 2013 © 2013 TSMC, Ltd Open Innovation Platform® Agenda TSMC Property Welcome Elizabeth Sun 3Q13 Financial Results and 4Q13 Outlook Lora Ho CEO Message Morris Chang Q&A Morris Chang / Lora Ho]
[Yanzhou Coal Mining Company Limited Date October 18, 2013 By Zhang Baocai Director and Company Secretary YANZHOU COAL MINING COMPANY LIMITED (A joint stock limited company incorporated in the Peoples Republic of China with limited liability) (Stock Code: 1171) VOLUNTARY ANNOUNCEMENT PUBLICATION OF THE PRODUCTION AND SALES VOLUME FOR THE FIRST THREE QUARTERS OF 2013 OF AN OVERSEAS SUBSIDIARY CONTROLLED]
[China Housing & Land Announces Restatement of Historical Financial Statements --Effective interest rate corrected; non-cash impact does not affect net income or net cash flows-- Xi’an, China – October18, 2013 On October 18, 2013, upon the recommendation of the Audit Committee of the Board of Directors (the “Board”) of China Housing & Land Development, the Board determined that the Company] []
[China Housing & Land Announces Restatement of Historical Financial Statements --Effective interest rate corrected; non-cash impact does not affect net income or net cash flows-- Xi’an, China – October18, 2013 On October 18, 2013, upon the recommendation of the Audit Committee of the Board of Directors (the “Board”) of China Housing & Land Development, the Board determined that the Company] []
[New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Li He LLP Davis Polk & Wardwell 2201 China World Office 2 1 Jian Guo Men Wai Avenue Chaoyang District Beijing 100004 86 10 8567 5005 tel 86 10 8567 5105 fax li.he@davispolk.com October 18, 2013 Re: Qunar Cayman Islands Limited Registration Statement on Form]
[New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Li He LLP Davis Polk & Wardwell 2201 China World Office 2 1 Jian Guo Men Wai Avenue Chaoyang District Beijing 100004 86 10 8567 5005 tel 86 10 8567 5105 fax li.he@davispolk.com October 18, 2013 Re: Qunar Cayman Islands Limited Registration Statement on Form]
[TABLE OF CONTENTS INTRODUCTION 1 PART I 2 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 25 ITEM 4A. Unresolved Staff Comments 42 ITEM 5. Operating and Financial Review and Prospects], [011-Loan Contract 20130313 English Translation for Reference Loan Contract Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Party B (Borrower): Lai Fulin with ID card number: [Redacted] Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly consultation:], [011-Equity Transfer Agreement 20130313 EQUITY TRANSFER AGREEMENT Transferor: Party A (hereinafter referred to as Transferee: Party B (hereinafter referred to as Joint Venture Shenzhen Guanli Agricultural Technology Co., Ltd. (hereinafter referred to as the I. Equity Transfer Price, and its Payment Period and Method: 1.Party A owns 5% equity interest in the Joint Venture. In], [011-Supplemental Agreement to Loan Contract 20130507 Supplemental Agreement to Loan Contract Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Party B: Chen Jiezhen, with ID card number: [Redacted] Party C: Lai Fulin, with ID card number: [Redacted] Whereas: 1.Party A and Party B entered into the Loan Contracts on July 11, 2011 for an amount], [011-Equity Pledge Contract 20130507 English Translation for Reference Equity Pledge Contract this Contract This Equity Pledge Contract (hereinafter referred to as Between: Pledgee Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the Pledgor Party B: Lai Fulin, a citizen of the PRC with ID card number: [Redacted] (hereinafter also referred], [011-Exclusive Call Option Contract 20130507 English Translation for Reference Exclusive Call Option Contract Exclusive Call Option Contract this Contract This by and among: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Lai Fulin, a citizen of the PRC with ID], [Letter of Undertaking It is hereby undertaken that: China Lai Fulin, a citizen of the Peoples Republic of China (hereinafter referred to as Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as Once I, as a shareholder of Zhongguan, receive any dividends, bonuses or other], [Power of Attorney China Zhongguan I, Lai Fulin, a citizen of the Peoples Republic of China (hereinafter referred to as I authorize Mr. GUANGLIN LAI (passport number: [Redacted]) to represent me with full power to exercise any shareholders rights, including voting rights, to which I shall be entitled under the laws of China and the], [Statement of Spouse Name: Jiang Liling ID Card Number: [Redacted] This is to confirm that I, as the spouse of Lai Fulin, hereby unconditionally and irrevocably represent to Shenzhen Zhongguan Agricultural Group Co., Ltd. and Agria Brother Biotech (Shenzhen) Co., Ltd. that: the equity interest held by Lai Fulin in Shenzhen Zhongguan Agricultural Group Co.,], [List of Subsidiaries As of June 30, 2013 Name Place of Incorporation Aero Biotech Science & Technology Co., Ltd. PRC Agria Group Limited (formerly known as Aero-Biotech Group Limited) British Virgin Islands China Victory International Holdings Limited Hong Kong Agria Asia International Limited Hong Kong Agria Hong Kong Limited Hong Kong], [Certification by the Executive Chairman of the Board of Directors I, Guanglin Lai, certify that: 1.I have reviewed this annual report on Form 20-F of Agria Corporation (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], [Certification by the Chief Financial Officer I, Patrick Wai Yip Tsang, certify that: 1.I have reviewed this annual report on Form 20-F of Agria Corporation (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], [Certification by the Executive Chairman of the Board of Directors (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Guanglin Lai Name: Guanglin Lai Title: Executive Chairman of the Board of Directors v355645_ex13-1.htm 13 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. /s/ Patrick Wai Yip Tsang Name: Patrick Wai Yip Tsang Title: Chief Financial Officer v355645_ex13-2.htm 14 EX-13.2], [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our report dated October 18, 2013, on the consolidated financial statements of Agria Corporation, which report appears in this Annual Report]
[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) (2) Amount of shares (1) Proposed maximum (2) Proposed Maximum (4) Amount Of Class B Ordinary shares, par value US$0.001 per share (2) (3) 38,332,950 US$3.83 US$146,942,975 US$19,876 (1) (2) (3) American depositary shares issuable upon deposit of the Class B ordinary shares registered hereby have] [QUNAR CAYMAN ISLANDS LIMITED 11,111,000 American Depositary Shares Representing 33,333,000 Ordinary Shares UNDERWRITING AGREEMENT , 2013 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queens Road Central Hong Kong Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Schedule A As Representatives of the Several Underwriters named in Ladies and Gentlemen: Introductory Company Schedule A Underwriters] [THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QUNAR CAYMAN ISLANDS LIMITED (adopted by a Special Resolution passed on October 17, 2013 and effective conditional and immediately upon completion of the Companys initial public offering of Class B Ordinary Shares represented by American Depositary Shares)] [Name of Company: QUNAR CAYMAN ISLANDS LIMITED QUNAR CAYMAN ISLANDS LIMITED Number: Number Class B Ordinary Share(s) -[no. of shares]- Incorporated under the laws of the Cayman Islands Class B Ordinary Share(s): US$800,000 Share capital is -[no. of shares]- 800,000,000 Ordinary Shares US$0.001 303,344,804 Class A Ordinary Shares (i) Issued to: 496,655,196 Class B Ordinary Shares (ii) [name of shareholder]] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT th Company Depositary W I T N E S S E T H T H A T: WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE ARTICLE I. DEFINITIONS All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: Affiliate SECTION 1.1 Agent SECTION 1.2 American] [Our ref RDS/622314-000001/6459745v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Qunar Cayman Islands Limited 17th Floor, Viva Plaza, Building 18, Yard 29 Suzhou Street, Haidian District Beijing 100080 Peoples Republic of China 2013 Dear Sirs Qunar Cayman Islands Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Qunar Cayman Islands Limited (the 1] [October 18, 2013 Qunar Cayman Islands Limited 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing 100080 The Peoples Republic of China We have examined such matters of fact and law as we have deemed necessary or advisable for the purpose of our opinion. We hereby confirm that our opinion as to the material U.S. federal] [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 April 12, 2013, in Amendment No. 3 to the Registration Statement (Form F-1 No. 333-191459) and related Prospectus of Qunar Cayman Islands Limited for the registration of its ordinary shares. Beijing, Peoples Republic]
