BONA [Bona Film] F-1: (Original Filing)

[FORM F-1 REGISTRATION STATEMENT Bona Film Group Limited Not Applicable Cayman Islands 7822 Not Applicable 11/F, Guan Hu Garden 3 th Law Debenture Corporate Services Inc. Copies to: th Chris K.H. Lin, Esq. nd Z. Julie Gao, Esq. Peter X. Huang, Esq. Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Bona Film Group Limited 1. The name of the Company is Bona Film Group Limited. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.] [EXECUTION COPY TYNER GROUP LIMITED SUBSCRIPTION AGREEMENT Agreement THIS SUBSCRIPTION AGREEMENT (the “ 1. Tyner Group Limited Company , a business company incorporated under the laws of the British Virgin Islands (the “ 2. Beijing Bona New World Media Technology Co., Ltd. WFOE , a wholly foreign-owned enterprise registered in Beijing, PRC (the “ 3. Beijing Polybona Film Distribution Co.,] [Execution Copy BONA INTERNATIONAL FILM GROUP LIMITED SERIES B PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS SERIES B PREFERRED SHARE SUBSCRIPTION AGREEMENT (the “ 1. Bona International Film Group Limited Company a business company incorporated under the laws of the British Virgin Islands (the “ 2. Beijing Bona New World Media Technology Co., Ltd. WFOE a wholly foreign-owned enterprise registered in] [BONA INTERNATIONAL FILM GROUP LIMITED SHARE SUBSCRIPTION AGREEMENT Agreement THIS SHARE SUBSCRIPTION AGREEMENT (the “ 1. Bona International Film Group Limited Company a business company incorporated under the laws of the British Virgin Islands (the “ 2. Beijing Bona New World Media Technology Co., Ltd. WFOE a wholly foreign-owned enterprise registered in Beijing, PRC (the “ 3. Beijing Baichuan Film] [BONA FILM GROUP LIMITED SHAREHOLDERS’ AGREEMENT Agreement THIS SHAREHOLDERS’ AGREEMENT (the “ 1. Bona Film Group Limited Company , an exempted company incorporate under the laws of the Cayman Islands (the “ 2. Bona International Film Group Limited BVI Company ( 3. Beijing Bona New World Media Technology Co., Ltd. WFOE ( 4. Beijing Baichuan Film Distribution Co., Ltd. Beijing] [[ ], 2010 Bona Film Group Limited DIRECT LINE: 852 2842 95 31 11/F, Guan Hu Garden 3 E-MAIL Anna.Chong@ conyersdill.com 105 Yao Jia Yuan Road, Chaoyang District OUR REF: AC/al/#345548 (M#87 4684 ) Beijing 100025 YOUR REF: People’s Republic of China Dear Sirs, Bona Film Group Limited (the “Company”) We have acted as special legal counsel in the Cayman] [Exclusive Technology and Consulting Service Agreement Agreement This Exclusive Technology and Consulting Service Agreement (this “ Party A : Beijing Bona New World Media Technology Co., Ltd. Address: Floor 20 of Qingyun Modern Mansion, Building 9 of Manting Fangyuan, Qingyunli, Haidian District, Beijing Party B : [Affiliated Consolidated Entity] Address: Whereas, 1. China Party A is a wholly-foreign-owned enterprise established] [Form of Amendment Agreement to Exclusive Technology and Consulting Service Agreement Agreement China This Amendment Agreement (this “ (1) Beijing Bona New World Media Technology Co., Ltd. Party A (“ Address: Room C2011, Floor 20, No.18, Zhongguancun East Road, Haidian District, Beijing Legal Representative: Yu Dong (2) [Affiliated Consolidated Entity] Party B (“ Address: [ ] Legal Representative: [ ]] [[Amended and Restated] Voting Trust and Equity Purchase Agreement This [Amended and Restated] Equity Trust and Equity Purchase Agreement (this “Agreement”) is executed by and among the Parties below as of [ ], in Hong Kong. Party A: Bona International Film Group Limited (previously Tyner Group Limited) Address: P.O.Box 957, Road Town, Tortola, British Virgin Islands Party B: Beijing Bona] [Form of Amended and Restated Equity Pledge Agreement Agreement This Amended and Restated Equity Pledge Agreement (this “ Pledgor A : Yu Dong Nationality: China ID Card No.: Address: No.1, Floor 10, Building 14, East Bridge Road, Chaoyang District, Beijing Pledgor B: [ ] Nationality: ID Card No.: Address: Pledgor C: [ ] Nationality: ID Card No.: Address: Pledgee: Beijing] [CONFIDENTIALITY, NON-COMPETITION AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT Party A: Beijing Bona New World Media Technology Co., Ltd. Address: Legal Representative: Yu Dong Party B: Sex: Zip Code: Home Address: Telephone No.: ID/Passport Number: Whereas: 1. Party A is a limited liability company registered in Beijing, the People’s Republic of China (the “PRC”); 2. In purpose of clarifying the intellectual property] [Bank of Beijing Contract No.: 0076692 4-040 C08001 General Credit Facility Grant Contract (for single client general credit facility grant) Between Facility Grantee: Beijing Bona Film Culture Communications Co., Ltd. Facility Grantor: Bank of Beijing Company Limited Chaowai Branch General Credit Facility Grant Terms and Conditions Sheet Facility Grantee: Beijing Bona Film Culture Communications Co., Ltd. Organization and Entity Code:] [2-077 Contract No.: 0076692 GURANTEE CONTRACT (Applicable to the Guarantee provided by Natural Person) Guarantor: Yu Dong Creditor: Bank of Beijing Company Limited Chaowai Branch 2 GUARANTEE CONRACT A. Parties to the Contract 1. Creditor (“Bank of Beijing”): Bank of Beijing Company Limited Chaowai Branch Person-in-Charge: Gu Mingqi Mailing Address: 20 Chaowai Dajie Chaoyang District, Beijing 100020 Telephone: Fax: Customer] [No.: 2010 (Dongcheng) Zi FIXED ASSETS LOAN CONTRACT (VERSION 2009) INDUSTRIAL AND COMMERCIAL BANK OF CHINA 2 Lender: Industrial and Commercial Bank of China Beijing Dongcheng Branch Person-in-Charge: Miao Hongxiang Contact: N/A Domicile: Qinglang Building, 24, Dongsi Shitiao, Dongcheng District, Beijing Postcode: 100007 Telephone: 84021133 Fax: N/A Email: N/A Borrower: Beijing Bona Film Culture Communications Co., Ltd. Legal Representative: Yu] [Management Service Agreement Agreement PRC This Management Service Agreement (the “ Party A: Beijing Bona International Cineplex Investment and Management Co., Ltd. Legal Representative: Yu Dong Address: No. 61-62, 18 th Floor, Poly Building, No. 14, Dongzhimen South Avenue, Dongcheng District, Beijing Party B: Beijing Bona Starlight Cineplex Management Co., Ltd. Legal Representative: Yu Dong Address: No. 1866, 18 th] [Right of First Refusal Agreement This Party A: Beijing Bona International Cineplex Investment and Management Co., Ltd. Legal Representative: Yu Dong Domicile: Suite 61-62, F/18, Poly Plaza, Road No. 14, Dongzhimen, Nandajie, Dongcheng District, Beijing Party B: Yu Dong ID No.: Domicile: Suite 1, F/10, Building 10, Dongda Qiao, Chaoyang District, Beijing Xu Yang ID No.: Domicile: 5 Xiaoshuan Hutong,] [Wholly owned subsidiaries: · Bona International Film Group Limited (incorporated in the British Virgin Islands) · Bona Entertainment Co., Ltd. (incorporated in Hong Kong) · Bona Productions Co., Ltd. (incorporated in Hong Kong) · Beijing Bona New World Media Technology Co., Ltd. (incorporated in the People’s Republic of China) Partially owned subsidiaries: · Cinema Popular Limited (incorporated in Hong Kong)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated July 21, 2010, except for Note 30, as to which the date is November 10, 2010, relating to the consolidated financial statements of Bona Film Group Limited and its subsidiaries and variable interest entities as of December] [[Letterhead of EntGroup] [2010.11.16] To: Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025 People’s Republic of China Re: Bona Film Group Limited Consent to references to EntGroup International Consulting (Beijing) Co. Ltd. and its report, China Film Industry Review, 2010 Madam/Sirs: Yours faithfully, For and on behalf of EntGroup International] [Leading / Thinking / Performing November 9, 2010 Board of Directors Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025, People’s Republic of China Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED Valuation / Transaction Consulting / Real Estate Advisory / Fixed Asset Management EX-23.6] [Consent 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025 People’s Republic of China Ladies and Gentlemen: I further agree that immediately prior to the effectiveness of the Registration Statement, I will serve as a member of the board of directors of the Company. Zhong Jiang Dated: 10/25/2010 EX-23.7 22 a2201001zex-23_7.htm EX-23.7] [Consent 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025 People’s Republic of China Ladies and Gentlemen: I further agree that immediately prior to the effectiveness of the Registration Statement, I will serve as a member of the board of directors of the Company. Daqing Dave Qi Dated: 10/26/2010 EX-23.8 23 a2201001zex-23_8.htm EX-23.8] [BONA FILM GROUP LIMITED CODE OF BUSINESS CONDUCT AND ETHICS I. Purpose Company Code Bona Film Group Limited (the “ This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) SEC (iii) compliance with applicable governmental laws, rules] [[Date] To: Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025 The People’s Republic of China Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s Republic of China (the “ Company Offering We act as the PRC counsel to Bona Film Group Limited (the “ · ADSs]

By | 2016-03-21T00:45:02+00:00 November 17th, 2010|Categories: BONA, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
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BONA [Bona Film] F-1: FORM F-1 REGISTRATION STATEMENT Bona Film Group Limited

[FORM F-1 REGISTRATION STATEMENT Bona Film Group Limited Not Applicable Cayman Islands 7822 Not Applicable 11/F, Guan Hu Garden 3 th Law Debenture Corporate Services Inc. Copies to: th Chris K.H. Lin, Esq. nd Z. Julie Gao, Esq. Peter X. Huang, Esq. Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Bona Film Group Limited 1. The name of the Company is Bona Film Group Limited. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.] [EXECUTION COPY TYNER GROUP LIMITED SUBSCRIPTION AGREEMENT Agreement THIS SUBSCRIPTION AGREEMENT (the “ 1. Tyner Group Limited Company , a business company incorporated under the laws of the British Virgin Islands (the “ 2. Beijing Bona New World Media Technology Co., Ltd. WFOE , a wholly foreign-owned enterprise registered in Beijing, PRC (the “ 3. Beijing Polybona Film Distribution Co.,] [Execution Copy BONA INTERNATIONAL FILM GROUP LIMITED SERIES B PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS SERIES B PREFERRED SHARE SUBSCRIPTION AGREEMENT (the “ 1. Bona International Film Group Limited Company a business company incorporated under the laws of the British Virgin Islands (the “ 2. Beijing Bona New World Media Technology Co., Ltd. WFOE a wholly foreign-owned enterprise registered in] [BONA INTERNATIONAL FILM GROUP LIMITED SHARE SUBSCRIPTION AGREEMENT Agreement THIS SHARE SUBSCRIPTION AGREEMENT (the “ 1. Bona International Film Group Limited Company a business company incorporated under the laws of the British Virgin Islands (the “ 2. Beijing Bona New World Media Technology Co., Ltd. WFOE a wholly foreign-owned enterprise registered in Beijing, PRC (the “ 3. Beijing Baichuan Film] [BONA FILM GROUP LIMITED SHAREHOLDERS’ AGREEMENT Agreement THIS SHAREHOLDERS’ AGREEMENT (the “ 1. Bona Film Group Limited Company , an exempted company incorporate under the laws of the Cayman Islands (the “ 2. Bona International Film Group Limited BVI Company ( 3. Beijing Bona New World Media Technology Co., Ltd. WFOE ( 4. Beijing Baichuan Film Distribution Co., Ltd. Beijing] [[ ], 2010 Bona Film Group Limited DIRECT LINE: 852 2842 95 31 11/F, Guan Hu Garden 3 E-MAIL Anna.Chong@ conyersdill.com 105 Yao Jia Yuan Road, Chaoyang District OUR REF: AC/al/#345548 (M#87 4684 ) Beijing 100025 YOUR REF: People’s Republic of China Dear Sirs, Bona Film Group Limited (the “Company”) We have acted as special legal counsel in the Cayman] [Exclusive Technology and Consulting Service Agreement Agreement This Exclusive Technology and Consulting Service Agreement (this “ Party A : Beijing Bona New World Media Technology Co., Ltd. Address: Floor 20 of Qingyun Modern Mansion, Building 9 of Manting Fangyuan, Qingyunli, Haidian District, Beijing Party B : [Affiliated Consolidated Entity] Address: Whereas, 1. China Party A is a wholly-foreign-owned enterprise established] [Form of Amendment Agreement to Exclusive Technology and Consulting Service Agreement Agreement China This Amendment Agreement (this “ (1) Beijing Bona New World Media Technology Co., Ltd. Party A (“ Address: Room C2011, Floor 20, No.18, Zhongguancun East Road, Haidian District, Beijing Legal Representative: Yu Dong (2) [Affiliated Consolidated Entity] Party B (“ Address: [ ] Legal Representative: [ ]] [[Amended and Restated] Voting Trust and Equity Purchase Agreement This [Amended and Restated] Equity Trust and Equity Purchase Agreement (this “Agreement”) is executed by and among the Parties below as of [ ], in Hong Kong. Party A: Bona International Film Group Limited (previously Tyner Group Limited) Address: P.O.Box 957, Road Town, Tortola, British Virgin Islands Party B: Beijing Bona] [Form of Amended and Restated Equity Pledge Agreement Agreement This Amended and Restated Equity Pledge Agreement (this “ Pledgor A : Yu Dong Nationality: China ID Card No.: Address: No.1, Floor 10, Building 14, East Bridge Road, Chaoyang District, Beijing Pledgor B: [ ] Nationality: ID Card No.: Address: Pledgor C: [ ] Nationality: ID Card No.: Address: Pledgee: Beijing] [CONFIDENTIALITY, NON-COMPETITION AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT Party A: Beijing Bona New World Media Technology Co., Ltd. Address: Legal Representative: Yu Dong Party B: Sex: Zip Code: Home Address: Telephone No.: ID/Passport Number: Whereas: 1. Party A is a limited liability company registered in Beijing, the People’s Republic of China (the “PRC”); 2. In purpose of clarifying the intellectual property] [Bank of Beijing Contract No.: 0076692 4-040 C08001 General Credit Facility Grant Contract (for single client general credit facility grant) Between Facility Grantee: Beijing Bona Film Culture Communications Co., Ltd. Facility Grantor: Bank of Beijing Company Limited Chaowai Branch General Credit Facility Grant Terms and Conditions Sheet Facility Grantee: Beijing Bona Film Culture Communications Co., Ltd. Organization and Entity Code:] [2-077 Contract No.: 0076692 GURANTEE CONTRACT (Applicable to the Guarantee provided by Natural Person) Guarantor: Yu Dong Creditor: Bank of Beijing Company Limited Chaowai Branch 2 GUARANTEE CONRACT A. Parties to the Contract 1. Creditor (“Bank of Beijing”): Bank of Beijing Company Limited Chaowai Branch Person-in-Charge: Gu Mingqi Mailing Address: 20 Chaowai Dajie Chaoyang District, Beijing 100020 Telephone: Fax: Customer] [No.: 2010 (Dongcheng) Zi FIXED ASSETS LOAN CONTRACT (VERSION 2009) INDUSTRIAL AND COMMERCIAL BANK OF CHINA 2 Lender: Industrial and Commercial Bank of China Beijing Dongcheng Branch Person-in-Charge: Miao Hongxiang Contact: N/A Domicile: Qinglang Building, 24, Dongsi Shitiao, Dongcheng District, Beijing Postcode: 100007 Telephone: 84021133 Fax: N/A Email: N/A Borrower: Beijing Bona Film Culture Communications Co., Ltd. Legal Representative: Yu] [Management Service Agreement Agreement PRC This Management Service Agreement (the “ Party A: Beijing Bona International Cineplex Investment and Management Co., Ltd. Legal Representative: Yu Dong Address: No. 61-62, 18 th Floor, Poly Building, No. 14, Dongzhimen South Avenue, Dongcheng District, Beijing Party B: Beijing Bona Starlight Cineplex Management Co., Ltd. Legal Representative: Yu Dong Address: No. 1866, 18 th] [Right of First Refusal Agreement This Party A: Beijing Bona International Cineplex Investment and Management Co., Ltd. Legal Representative: Yu Dong Domicile: Suite 61-62, F/18, Poly Plaza, Road No. 14, Dongzhimen, Nandajie, Dongcheng District, Beijing Party B: Yu Dong ID No.: Domicile: Suite 1, F/10, Building 10, Dongda Qiao, Chaoyang District, Beijing Xu Yang ID No.: Domicile: 5 Xiaoshuan Hutong,] [Wholly owned subsidiaries: · Bona International Film Group Limited (incorporated in the British Virgin Islands) · Bona Entertainment Co., Ltd. (incorporated in Hong Kong) · Bona Productions Co., Ltd. (incorporated in Hong Kong) · Beijing Bona New World Media Technology Co., Ltd. (incorporated in the People’s Republic of China) Partially owned subsidiaries: · Cinema Popular Limited (incorporated in Hong Kong)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated July 21, 2010, except for Note 30, as to which the date is November 10, 2010, relating to the consolidated financial statements of Bona Film Group Limited and its subsidiaries and variable interest entities as of December] [[Letterhead of EntGroup] [2010.11.16] To: Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025 People’s Republic of China Re: Bona Film Group Limited Consent to references to EntGroup International Consulting (Beijing) Co. Ltd. and its report, China Film Industry Review, 2010 Madam/Sirs: Yours faithfully, For and on behalf of EntGroup International] [Leading / Thinking / Performing November 9, 2010 Board of Directors Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025, People’s Republic of China Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED Valuation / Transaction Consulting / Real Estate Advisory / Fixed Asset Management EX-23.6] [Consent 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025 People’s Republic of China Ladies and Gentlemen: I further agree that immediately prior to the effectiveness of the Registration Statement, I will serve as a member of the board of directors of the Company. Zhong Jiang Dated: 10/25/2010 EX-23.7 22 a2201001zex-23_7.htm EX-23.7] [Consent 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025 People’s Republic of China Ladies and Gentlemen: I further agree that immediately prior to the effectiveness of the Registration Statement, I will serve as a member of the board of directors of the Company. Daqing Dave Qi Dated: 10/26/2010 EX-23.8 23 a2201001zex-23_8.htm EX-23.8] [BONA FILM GROUP LIMITED CODE OF BUSINESS CONDUCT AND ETHICS I. Purpose Company Code Bona Film Group Limited (the “ This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) SEC (iii) compliance with applicable governmental laws, rules] [[Date] To: Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025 The People’s Republic of China Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s Republic of China (the “ Company Offering We act as the PRC counsel to Bona Film Group Limited (the “ · ADSs]

By | 2016-03-21T00:45:58+00:00 November 17th, 2010|Categories: BONA, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments
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XNY [China Xiniya Fashion] F-1: (Original Filing)

[] [China Xiniya Fashion Limited American Depositary Shares [______] Representing Ordinary Shares [______] UNDERWRITING AGREEMENT [ ], 2010 Cowen and Company, LLC As Representative of the several Underwriters 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: 1. Introductory • 2. (I) provided, however (d) As of the Applicable Time (as defined below) and as of the Closing] [THE COMPANIES LAW (2009 REVISION) MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHINA XINIYA FASHION LIMITED THE COMPANIES LAW (2009 REVISION) MEMORANDUM OF ASSOCIATION 1 China Xiniya Fashion Limited The name of the Company is 2 The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED OF CHINA XINIYA FASHION LIMITED (Adopted by a Special Resolution passed on 4 November 2010 and effective conditional THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED OF CHINA XINIYA FASHION LIMITED (Adopted by a Special Resolution] [Agreement Party A: Xu Qiming (China) ID: 350382196904285010 Party B: Wong Hing Tuen (Hong Kong) ID: K802751 (A) After negotiations about Party A’s proposed investment in and establishment of Fujian Xiniya Garments and Weaving Co., Ltd. (the “Company”) in Jinjiang City, Fujian Province, the two parties have reached an agreement as follows: 1. Party B shall register the Company by] [Agreement After sufficient friendly negotiations between Party A and Party B, the parties hereto have reached an agreement as follows on a voluntary and equal basis: 1. Party A established Fujian Xiniya Garments and Weaving Co. Ltd. (the “Company”) according to the approval an titled “Official Reply Approving the Establishment of ‘Fujian Xiniya Garments and Weaving Co. Ltd.’ ([2005] No.] [Agreement Party A: Xu Qiming ID: 350382196904285010 Party B: Li Tung Kwo ID: P038325(6) Shi Xiaolong ID: R402540(6) Tung Lun Kai ID: P330205(2) Fujian Xiniya Garments and Weaving Co., Ltd. (the “Company”) was established as a wholly foreign-owned enterprise on September 7, 2005 upon the approval from competent governmental authorities. In order to obtain the foreign exchange required for the] [Agreement Party A: Wong Hing Tuen, Male, Date of Birth: July 31, 1975, Hong Kong resident, Home Return Permit No.: 376919870957, Hong Kong ID: K802751 Party B: Xu Qiming, Male, Date of Birth: April 28, 1969, domiciled at A4, Wukeng Village West, Jinjiang City, Fujian Province, ID: 350582196904285010 After sufficient and friendly negotiations between Party A and Party B, the] [Confirmation of Oral Agreement Fujian Xiniya Whereas, Mr. Qiming Xu and Mr. Hing Tuen Wong entered into two agreements in relation to Fujian Xiniya Garments and Weaving Co., Ltd. (“ Xiniya Hong Kong Whereas, Mr. Qiming Xu and Mr. Hing Tuen Wong entered into an agreement in relation to Xiniya Holdings Limited (“ Mr. Qiming Xu and Mr. Hing Tuen] [1080 MARSH ROAD | MENLO PARK | CA | 94025-1022 WWW.SHEARMAN.COM | T +1.650.838.3600 | F +1.650.838.3699 November 4, 2010 China Xiniya Fashion Limited Ladies and Gentlemen: For purposes of the opinion set forth below, we have, with the consent of the Company, relied upon the accuracy of the Registration Statement and the Prospectus. Very truly yours, Shearman & Sterling] [November 4, 2010 China Xiniya Fashion Limited Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the “PRC”) and as such are qualified to issue this opinion on the PRC Laws (“PRC Laws” means all laws, regulations, statutes, orders, decrees, guidelines, notices, judicial interpretations, legislations of the PRC which are officially published and publicly available).] [Form of Employment Agreement Address: Nationality: ID/Passport Number: Dear Company Group On behalf of Fujian Xiniya Garments and Weaving Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (the “ 1. Position and Duties Your position will be Except as may otherwise be approved in advance by the Board of Directors of the] [Franchise Provincial General Distributorship Contract Franchisor: (hereinafter “Party A”) Franchisee: (hereinafter “Party B”) Guarantor: Article 1 Territory name of the province Party A hereby appoints Party B to be its franchise general distributor in [ Article 2 Term The term of this Contract shall be from to . Upon expiration of this Contract, Party A shall have the right to] [1. Fujian Xiniya Garments and Weaving Co., Ltd. (PRC) 2. Xiniya Holdings Limited (Hong Kong) EX-21.1 14 h04357exv21w1.htm EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of our report dated July 16, 2010 (except for Note 18(ii), as to which the date is November 4, 2010), relating to the financial statements of China Xiniya Fashion Limited, and to the reference to our Firm under the caption “Experts” in the prospectus.] [Frost & Sullivan (S) Pte Ltd China Xiniya Fashion Limited Dear Sir, REGISTRATION STATEMENT IN RELATION TO THE LISTING APPLICATION OF CHINA XINIYA FASHION LIMITED (THE “COMPANY”) Sanjay Singh Yours faithfully, Vice President (APAC) Frost & Sullivan (Singapore) Pte. Ltd. Bangkok Bangalore Beijing Bogota Buenos Aires Cape Town Chennai Delhi Dubai Frankfurt Israel Jakarta Kolkata Kuala Lumpur London Manhattan Melbourne] [China Xiniya Fashion Limited Dated: October 18, 2010 Peter M. McGrath EX-23.6 17 h04357exv23w6.htm EX-23.6] [China Xiniya Fashion Limited Dated: November 3, 2010 Kim Yoke Ng EX-23.7 18 h04357exv23w7.htm EX-23.7] [China Xiniya Fashion Limited Dated: October 19, 2010 Bin Yang EX-23.8 19 h04357exv23w8.htm EX-23.8] [CHINA XINIYA FASHION LIMITED I. INTRODUCTION This Code of Business Conduct and Ethics helps ensure compliance with legal requirements and our standards of business conduct. All Company employees are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all agents and] [November 4, 2010 China Xiniya Fashion Limited People’s Republic of China Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the “PRC”) and as such are qualified to issue this opinion on the PRC Laws (as defined below). For the purpose of this opinion, the PRC shall not include the Hong Kong Special Administrative Region,]

By | 2016-03-28T10:51:03+00:00 November 4th, 2010|Categories: Chinese Stocks, SEC Original, XNY|Tags: , , , , , |0 Comments
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XNY [China Xiniya Fashion] F-1:

[] [China Xiniya Fashion Limited American Depositary Shares [______] Representing Ordinary Shares [______] UNDERWRITING AGREEMENT [ ], 2010 Cowen and Company, LLC As Representative of the several Underwriters 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: 1. Introductory • 2. (I) provided, however (d) As of the Applicable Time (as defined below) and as of the Closing] [THE COMPANIES LAW (2009 REVISION) MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHINA XINIYA FASHION LIMITED THE COMPANIES LAW (2009 REVISION) MEMORANDUM OF ASSOCIATION 1 China Xiniya Fashion Limited The name of the Company is 2 The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED OF CHINA XINIYA FASHION LIMITED (Adopted by a Special Resolution passed on 4 November 2010 and effective conditional THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED OF CHINA XINIYA FASHION LIMITED (Adopted by a Special Resolution] [Agreement Party A: Xu Qiming (China) ID: 350382196904285010 Party B: Wong Hing Tuen (Hong Kong) ID: K802751 (A) After negotiations about Party A’s proposed investment in and establishment of Fujian Xiniya Garments and Weaving Co., Ltd. (the “Company”) in Jinjiang City, Fujian Province, the two parties have reached an agreement as follows: 1. Party B shall register the Company by] [Agreement After sufficient friendly negotiations between Party A and Party B, the parties hereto have reached an agreement as follows on a voluntary and equal basis: 1. Party A established Fujian Xiniya Garments and Weaving Co. Ltd. (the “Company”) according to the approval an titled “Official Reply Approving the Establishment of ‘Fujian Xiniya Garments and Weaving Co. Ltd.’ ([2005] No.] [Agreement Party A: Xu Qiming ID: 350382196904285010 Party B: Li Tung Kwo ID: P038325(6) Shi Xiaolong ID: R402540(6) Tung Lun Kai ID: P330205(2) Fujian Xiniya Garments and Weaving Co., Ltd. (the “Company”) was established as a wholly foreign-owned enterprise on September 7, 2005 upon the approval from competent governmental authorities. In order to obtain the foreign exchange required for the] [Agreement Party A: Wong Hing Tuen, Male, Date of Birth: July 31, 1975, Hong Kong resident, Home Return Permit No.: 376919870957, Hong Kong ID: K802751 Party B: Xu Qiming, Male, Date of Birth: April 28, 1969, domiciled at A4, Wukeng Village West, Jinjiang City, Fujian Province, ID: 350582196904285010 After sufficient and friendly negotiations between Party A and Party B, the] [Confirmation of Oral Agreement Fujian Xiniya Whereas, Mr. Qiming Xu and Mr. Hing Tuen Wong entered into two agreements in relation to Fujian Xiniya Garments and Weaving Co., Ltd. (“ Xiniya Hong Kong Whereas, Mr. Qiming Xu and Mr. Hing Tuen Wong entered into an agreement in relation to Xiniya Holdings Limited (“ Mr. Qiming Xu and Mr. Hing Tuen] [1080 MARSH ROAD | MENLO PARK | CA | 94025-1022 WWW.SHEARMAN.COM | T +1.650.838.3600 | F +1.650.838.3699 November 4, 2010 China Xiniya Fashion Limited Ladies and Gentlemen: For purposes of the opinion set forth below, we have, with the consent of the Company, relied upon the accuracy of the Registration Statement and the Prospectus. Very truly yours, Shearman & Sterling] [November 4, 2010 China Xiniya Fashion Limited Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the “PRC”) and as such are qualified to issue this opinion on the PRC Laws (“PRC Laws” means all laws, regulations, statutes, orders, decrees, guidelines, notices, judicial interpretations, legislations of the PRC which are officially published and publicly available).] [Form of Employment Agreement Address: Nationality: ID/Passport Number: Dear Company Group On behalf of Fujian Xiniya Garments and Weaving Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (the “ 1. Position and Duties Your position will be Except as may otherwise be approved in advance by the Board of Directors of the] [Franchise Provincial General Distributorship Contract Franchisor: (hereinafter “Party A”) Franchisee: (hereinafter “Party B”) Guarantor: Article 1 Territory name of the province Party A hereby appoints Party B to be its franchise general distributor in [ Article 2 Term The term of this Contract shall be from to . Upon expiration of this Contract, Party A shall have the right to] [1. Fujian Xiniya Garments and Weaving Co., Ltd. (PRC) 2. Xiniya Holdings Limited (Hong Kong) EX-21.1 14 h04357exv21w1.htm EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of our report dated July 16, 2010 (except for Note 18(ii), as to which the date is November 4, 2010), relating to the financial statements of China Xiniya Fashion Limited, and to the reference to our Firm under the caption “Experts” in the prospectus.] [Frost & Sullivan (S) Pte Ltd China Xiniya Fashion Limited Dear Sir, REGISTRATION STATEMENT IN RELATION TO THE LISTING APPLICATION OF CHINA XINIYA FASHION LIMITED (THE “COMPANY”) Sanjay Singh Yours faithfully, Vice President (APAC) Frost & Sullivan (Singapore) Pte. Ltd. Bangkok Bangalore Beijing Bogota Buenos Aires Cape Town Chennai Delhi Dubai Frankfurt Israel Jakarta Kolkata Kuala Lumpur London Manhattan Melbourne] [China Xiniya Fashion Limited Dated: October 18, 2010 Peter M. McGrath EX-23.6 17 h04357exv23w6.htm EX-23.6] [China Xiniya Fashion Limited Dated: November 3, 2010 Kim Yoke Ng EX-23.7 18 h04357exv23w7.htm EX-23.7] [China Xiniya Fashion Limited Dated: October 19, 2010 Bin Yang EX-23.8 19 h04357exv23w8.htm EX-23.8] [CHINA XINIYA FASHION LIMITED I. INTRODUCTION This Code of Business Conduct and Ethics helps ensure compliance with legal requirements and our standards of business conduct. All Company employees are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all agents and] [November 4, 2010 China Xiniya Fashion Limited People’s Republic of China Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the “PRC”) and as such are qualified to issue this opinion on the PRC Laws (as defined below). For the purpose of this opinion, the PRC shall not include the Hong Kong Special Administrative Region,]

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BITA [BITAUTO] F-1: (Original Filing)

[] [Company No.: CR-156792 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Bitauto Holdings Limited (adopted on July 20, 2009 at a general meeting held on July 8, 2009) Incorporated on the 21st day of October, 2005 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2007 Revision) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Bitauto Holdings Limited (adopted on July] [THE COMPANIES LAW AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION Bitauto Holdings Limited Bitauto Holdings Limited 1. Bitauto Holdings Limited The name of the Company is 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands. 3. Subject to the] [«Name» NAME AND ADDRESS OF SHAREHOLDER CERTIFICATE NUMBER DISTINCTIVE NUMBERS PAR VALUE PER SHARE ***«cert1»*** FROM TO «Currency»«Par» «member1» -«mem1sharesfrom»- -«mem1sharesto»- DATE OF ISSUE NO. OF SHARES CONSIDERATION PAID «MtgDate» ***«mem1shares»*** «Currency»«Con_paid1» SHARE CERTIFICATE OF «Name» INCORPORATED IN THE CAYMAN ISLANDS Authorised Capital: «Currency»«Aut_Cap» divided into «No_ofshare» shares of a nominal or par value of «Currency»«Par» each THIS IS TO] [SHAREHOLDERS’ AGREEMENT DATED: JULY 8, 2009 (1) PERSONS NAMED IN PART A OF SCHEDULE 2 (2) NVCC CHINESE NEW STARS I PARTNERSHIP (3) LC FUND II (4) AUTHOSIS CAPITAL INC. (5) DCM IV, L.P. and DCM AFFILIATES FUND IV, L.P. (6) HUITUNG INVESTMENTS (BVI) LIMITED (7) GEORGIAN PINE INVESTMENTS LP (8) PROUDVIEW LIMITED (9) BERTELSMANN ASIA INVESTMENTS AG (10) BITAUTO] [AMENDMENT TO SHAREHOLDERS’ AGREEMENT Amendment Effective Date Principals Company Shareholders Shareholders’ Agreement This Amendment to the Shareholders’ Agreement (as defined below) (the “ Party Parties Each of the Principals, the Company and the Shareholders is referred to herein individually as a “ RECITALS WHEREAS, the Parties desire to amend the Shareholders’ Agreement on the terms and conditions set forth herein.] [[ ], 2010 Bitauto Holdings Limited DIRECT LINE: New Century Hotel Office Tower, 6/F E-MAIL No. 6 South Capital Stadium Road OUR REF: Beijing, 100044 YOUR REF: The People’s Republic of China Dear Sirs, Bitauto Holdings Limited (the “Company”) Commission Registration Statement Securities Act Ordinary Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a] [___________, 2010 Bitauto Holdings Limited Re: American Depositary Shares of Bitauto Holdings Limited (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and (b) such other documents, certificates and records as we have deemed necessary or appropriate as a] [[ ] 2010 Matter No.: Bitauto Holdings Limited Dear Sirs, Bitauto Holdings Limited (t Re: Ordinary Shares Registration Statement Securities Act Commission We have acted as special Cayman Islands legal counsel to the Company in connection with an initial public offering of certain shares in the Company (the “ For the purposes of giving this opinion, we have examined and] [Han Kun Law Offices Room 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China Tel : (86 10) 8525-5500; Fax : (86 10) 8525-5511/ 5522 [Date] To: BITAUTO HOLDINGS LIMITED th Scotia Centre, 4 Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s Republic of China (“ Company Registration] [BITAUTO HOLDINGS LIMITED 2006 STOCK INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) “ Affiliate Associate (b) “ (c) “ Assumed (d) “ Award (e) “ Award Agreement (f) “ Board (g) “ Cause (h) “ the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional] [BITAUTO HOLDINGS LIMITED 2010 STOCK INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator “ Affiliate Associate “ “ Assumed “ Award “ Award Agreement “ Board “ Cause “ a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. Change in Control “ Code “ Committee] [INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is entered into as of RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to] [EMPLOYMENT AGREEMENT Agreement Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on the Party A: Beijing Bitauto Internet Information Company Address: Beijing New Century Hotel Office Building 6 Flr, No.6 Beijing Capital Stadium Road South, Haidian District, Beijing, P.R. China 100044 Party B: [one of our PRC SPEs] Address:] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the ___ day of ______, in Beijing, China: Party A: Beijing Bitauto Internet Information Company Party B: [a shareholder of our PRC SPEs] Party C: [one of our PRC SPEs], • In this Agreement, each of Party A, Party B and] [Share Pledge Agreement This Share Pledge Agreement (this “Agreement”) has been executed by and among the following Parties on this ___ day of ______, in Beijing: Party A: Beijing Bitauto Internet Information Company Address: Beijing New Century Hotel Office Building 6 Flr, No.6 Beijing Capital Stadium Road South, Haidian District, Beijing, P.R. China 100044 Party B: [a shareholder of our] [Loan Agreement This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of the — day of (1) Beijing Bitauto Internet Information Company (2) [a shareholder of our PRC SPEs] Each of the Lender and the Borrower shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively. Whereas: 1.] [Service Agreement Party A: Beijing Bitauto Interactive Advertising Company Limited Address: New Century Hotel Office Tower, 6/F, No. 6 South Capital Stadium Road, Haidian District,Beijing, 100044 Tel: 010-6849 2345 Fax: 010-6849 2726 Party B: Beijing Easy Auto Reach Media Company Limited Address: Zhonghai Enterprise Building, 4/F, No. 56 Zhichun Road, Haidian District, Beijing, 100098 Tel: 010-5884 3816 Fax: 010-5884 3815] [Share Transfer Agreement This agreement was entered into by the following parties in Shanghai on September 22, 2009: Transferor: Beijing A&I Advertising Company Limited (hereinafter referred to as “Party A”) Transferee: Beijing Auto Communication Information and Technology Company Limited (hereinafter referred to as “Party B”) 1. Subject and Price of the Share Transfer 1.1 Party A transfers 70% of the] [List of Subsidiaries Jurisdiction of Subsidiaries: Incorporation Bitauto Hong Kong Limited Hong Kong Beijing Bitauto Internet Information Company Limited PRC Special Purpose Entities: Beijing Bitauto Information Technology Company Limited PRC Beijing C&I Advertising Company Limited PRC Beijing Easy Auto Media Company Limited PRC Beijing Brainstorm Advertising Company Limited PRC Beijing New Line Advertising Company Limited PRC Beijing Bitauto Interactive Advertising] [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 October 28, 2010, in the Registration Statement (Form F-1) and related Prospectus of Bitauto Holdings Limited for the registration of its ordinary shares. Beijing, People’s Republic of China October 28, 2010 EX-23.1 22] [October 20, 2010 Bitauto Holdings Limited New Century Hotel Office Tower, 6/F Bitauto Holdings Limited Re: Dear Sirs, Registration Statement Proposed IPO We understand that Bitauto Holdings Limited plans to file a registration statement on Form F-1 (the " We hereby consent to the reference to our name and to the use of data from our research reports and amendments] [August 16, 2010 Bitauto Holdings Limited Bitauto Holdings Limited Re: Dear Sirs, “Registration Statement”) “Proposed IPO”). We understand that Bitauto Holdings Limited plans to file a registration statement on Form F-l (the “Data”) We hereby consent to the reference to our name and to the use of our China’s automobile historical sales data since 2005 and forecast sales data as] [Bitauto Holdings Limited Code of Business Conduct and Ethics Purpose Code Company 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; • SEC • • prompt internal reporting of]

By | 2016-04-02T06:29:58+00:00 October 29th, 2010|Categories: BITA, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
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BITA [BITAUTO] F-1:

[] [Company No.: CR-156792 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Bitauto Holdings Limited (adopted on July 20, 2009 at a general meeting held on July 8, 2009) Incorporated on the 21st day of October, 2005 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2007 Revision) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Bitauto Holdings Limited (adopted on July] [THE COMPANIES LAW AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION Bitauto Holdings Limited Bitauto Holdings Limited 1. Bitauto Holdings Limited The name of the Company is 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands. 3. Subject to the] [«Name» NAME AND ADDRESS OF SHAREHOLDER CERTIFICATE NUMBER DISTINCTIVE NUMBERS PAR VALUE PER SHARE ***«cert1»*** FROM TO «Currency»«Par» «member1» -«mem1sharesfrom»- -«mem1sharesto»- DATE OF ISSUE NO. OF SHARES CONSIDERATION PAID «MtgDate» ***«mem1shares»*** «Currency»«Con_paid1» SHARE CERTIFICATE OF «Name» INCORPORATED IN THE CAYMAN ISLANDS Authorised Capital: «Currency»«Aut_Cap» divided into «No_ofshare» shares of a nominal or par value of «Currency»«Par» each THIS IS TO] [SHAREHOLDERS’ AGREEMENT DATED: JULY 8, 2009 (1) PERSONS NAMED IN PART A OF SCHEDULE 2 (2) NVCC CHINESE NEW STARS I PARTNERSHIP (3) LC FUND II (4) AUTHOSIS CAPITAL INC. (5) DCM IV, L.P. and DCM AFFILIATES FUND IV, L.P. (6) HUITUNG INVESTMENTS (BVI) LIMITED (7) GEORGIAN PINE INVESTMENTS LP (8) PROUDVIEW LIMITED (9) BERTELSMANN ASIA INVESTMENTS AG (10) BITAUTO] [AMENDMENT TO SHAREHOLDERS’ AGREEMENT Amendment Effective Date Principals Company Shareholders Shareholders’ Agreement This Amendment to the Shareholders’ Agreement (as defined below) (the “ Party Parties Each of the Principals, the Company and the Shareholders is referred to herein individually as a “ RECITALS WHEREAS, the Parties desire to amend the Shareholders’ Agreement on the terms and conditions set forth herein.] [[ ], 2010 Bitauto Holdings Limited DIRECT LINE: New Century Hotel Office Tower, 6/F E-MAIL No. 6 South Capital Stadium Road OUR REF: Beijing, 100044 YOUR REF: The People’s Republic of China Dear Sirs, Bitauto Holdings Limited (the “Company”) Commission Registration Statement Securities Act Ordinary Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a] [___________, 2010 Bitauto Holdings Limited Re: American Depositary Shares of Bitauto Holdings Limited (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and (b) such other documents, certificates and records as we have deemed necessary or appropriate as a] [[ ] 2010 Matter No.: Bitauto Holdings Limited Dear Sirs, Bitauto Holdings Limited (t Re: Ordinary Shares Registration Statement Securities Act Commission We have acted as special Cayman Islands legal counsel to the Company in connection with an initial public offering of certain shares in the Company (the “ For the purposes of giving this opinion, we have examined and] [Han Kun Law Offices Room 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China Tel : (86 10) 8525-5500; Fax : (86 10) 8525-5511/ 5522 [Date] To: BITAUTO HOLDINGS LIMITED th Scotia Centre, 4 Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s Republic of China (“ Company Registration] [BITAUTO HOLDINGS LIMITED 2006 STOCK INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) “ Affiliate Associate (b) “ (c) “ Assumed (d) “ Award (e) “ Award Agreement (f) “ Board (g) “ Cause (h) “ the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional] [BITAUTO HOLDINGS LIMITED 2010 STOCK INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator “ Affiliate Associate “ “ Assumed “ Award “ Award Agreement “ Board “ Cause “ a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. Change in Control “ Code “ Committee] [INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is entered into as of RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to] [EMPLOYMENT AGREEMENT Agreement Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on the Party A: Beijing Bitauto Internet Information Company Address: Beijing New Century Hotel Office Building 6 Flr, No.6 Beijing Capital Stadium Road South, Haidian District, Beijing, P.R. China 100044 Party B: [one of our PRC SPEs] Address:] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the ___ day of ______, in Beijing, China: Party A: Beijing Bitauto Internet Information Company Party B: [a shareholder of our PRC SPEs] Party C: [one of our PRC SPEs], • In this Agreement, each of Party A, Party B and] [Share Pledge Agreement This Share Pledge Agreement (this “Agreement”) has been executed by and among the following Parties on this ___ day of ______, in Beijing: Party A: Beijing Bitauto Internet Information Company Address: Beijing New Century Hotel Office Building 6 Flr, No.6 Beijing Capital Stadium Road South, Haidian District, Beijing, P.R. China 100044 Party B: [a shareholder of our] [Loan Agreement This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of the — day of (1) Beijing Bitauto Internet Information Company (2) [a shareholder of our PRC SPEs] Each of the Lender and the Borrower shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively. Whereas: 1.] [Service Agreement Party A: Beijing Bitauto Interactive Advertising Company Limited Address: New Century Hotel Office Tower, 6/F, No. 6 South Capital Stadium Road, Haidian District,Beijing, 100044 Tel: 010-6849 2345 Fax: 010-6849 2726 Party B: Beijing Easy Auto Reach Media Company Limited Address: Zhonghai Enterprise Building, 4/F, No. 56 Zhichun Road, Haidian District, Beijing, 100098 Tel: 010-5884 3816 Fax: 010-5884 3815] [Share Transfer Agreement This agreement was entered into by the following parties in Shanghai on September 22, 2009: Transferor: Beijing A&I Advertising Company Limited (hereinafter referred to as “Party A”) Transferee: Beijing Auto Communication Information and Technology Company Limited (hereinafter referred to as “Party B”) 1. Subject and Price of the Share Transfer 1.1 Party A transfers 70% of the] [List of Subsidiaries Jurisdiction of Subsidiaries: Incorporation Bitauto Hong Kong Limited Hong Kong Beijing Bitauto Internet Information Company Limited PRC Special Purpose Entities: Beijing Bitauto Information Technology Company Limited PRC Beijing C&I Advertising Company Limited PRC Beijing Easy Auto Media Company Limited PRC Beijing Brainstorm Advertising Company Limited PRC Beijing New Line Advertising Company Limited PRC Beijing Bitauto Interactive Advertising] [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 October 28, 2010, in the Registration Statement (Form F-1) and related Prospectus of Bitauto Holdings Limited for the registration of its ordinary shares. Beijing, People’s Republic of China October 28, 2010 EX-23.1 22] [October 20, 2010 Bitauto Holdings Limited New Century Hotel Office Tower, 6/F Bitauto Holdings Limited Re: Dear Sirs, Registration Statement Proposed IPO We understand that Bitauto Holdings Limited plans to file a registration statement on Form F-1 (the " We hereby consent to the reference to our name and to the use of data from our research reports and amendments] [August 16, 2010 Bitauto Holdings Limited Bitauto Holdings Limited Re: Dear Sirs, “Registration Statement”) “Proposed IPO”). We understand that Bitauto Holdings Limited plans to file a registration statement on Form F-l (the “Data”) We hereby consent to the reference to our name and to the use of our China’s automobile historical sales data since 2005 and forecast sales data as] [Bitauto Holdings Limited Code of Business Conduct and Ethics Purpose Code Company 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; • SEC • • prompt internal reporting of]

By | 2016-04-02T06:30:47+00:00 October 29th, 2010|Categories: BITA, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments
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CCCL [China Ceramics] F-1: (Original Filing)

[PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED OCTOBER 29, 2010 Shares China Ceramics Co., Ltd. We are offering shares. Our shares are traded on the OTC Bulletin Board under the symbol “CCLTF.” On October 28, 2010, the closing price of our shares was $7.30 per share. We anticipate that the public offering price will be between $ and $ .] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 17, 2010 with respect to the consolidated financial statements of China Ceramics Co., Ltd. and its subsidiaries for the years ended December 31, 2007, 2008 and 2009 which are included in this Registration Statement. We consent to the use of the aforementioned report in the Registration]

By | 2016-03-21T20:15:43+00:00 October 29th, 2010|Categories: CCCL, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
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CCCL [China Ceramics] F-1: PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED OCTOBER 29,

[PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED OCTOBER 29, 2010 Shares China Ceramics Co., Ltd. We are offering shares. Our shares are traded on the OTC Bulletin Board under the symbol “CCLTF.” On October 28, 2010, the closing price of our shares was $7.30 per share. We anticipate that the public offering price will be between $ and $ .] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 17, 2010 with respect to the consolidated financial statements of China Ceramics Co., Ltd. and its subsidiaries for the years ended December 31, 2007, 2008 and 2009 which are included in this Registration Statement. We consent to the use of the aforementioned report in the Registration]

By | 2016-03-21T20:16:57+00:00 October 29th, 2010|Categories: CCCL, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments
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JKS [JinkoSolar] F-1: (Original Filing)

[Subject to Completion Preliminary Prospectus Dated October 26, 2010 3,500,000 American Depositary Shares JinkoSolar Holding Co., Ltd. Representing 14,000,000 Ordinary Shares JinkoSolar Holding Co., Ltd., or JinkoSolar, is offering 2,000,000 American depositary shares, or ADSs, and the selling shareholders identified in this prospectus are offering 1,500,000 ADSs. Each ADS represents four ordinary shares, par value US$0.00002 per share, of JinkoSolar.] [JinkoSolar Holding Co., Ltd. [3,500,000] American Depositary Shares Representing [14,000,000] Ordinary Shares (par value US$0.00002 per share) Underwriting Agreement — November [ Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 As the Representative of the several Schedule I Underwriters named in Ladies and Gentlemen: Schedule I Schedule III JinkoSolar Holding Co., Ltd., an exempted company] [Our ref VZL\660391\4131202v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com Jinkosolar Holding Co., Ltd. 1 Jingke Road, Shangrao Economic Development Zone Jiangxi Province, 334100 People’s Republic of China 26 October 2010 Dear Sirs Jinkosolar Holding Co., Ltd. Company Registration Statement Commission Act Prospectus Shares ADSs We act as Cayman Islands counsel for Jinkosolar Holding Co., Ltd. (the “ 1 Documents] [October 26, 2010 To: JINKOSOLAR HOLDING CO., LTD. 1 Jing Ke Road, Shangrao Economic Development Zone Shangrao, Jiangxi Province 334100 People’s Republic of China Re: The public offering and listing of American Depositary Shares representing ordinary shares issued by JINKOSOLAR HOLDING CO., LTD. Dear Sirs: PRC We are qualified lawyers in the People’s Republic of China (the “ Company Prospectus] [Baker & McKenzie LLP 1114 Avenue of the Americas New York, New York 10036, USA Tel: +1 212 626 4100 Fax: +1 212 310 1600 www.bakernet.com October 26, 2010 Asia Pacific Bangkok Beijing Hanoi Ho Chi Minh City Hong Kong Jakarta Kuala Lumpur Manila Melbourne Shanghai Singapore Sydney Taipei Tokyo Europe & Middle East Almaty Amsterdam Antwerp Bahrain Baku Barcelona] [25 October 2010 JinkoSolar Holding Co. Ltd. 1 Jingke Road, By email Shangrao Economic Development Zone Jiangxi Province, 334100 People’s Republic of China Dear Sir, Project Victory II Hong Kong Tax Opinion 1. 2. We have been asked to provide this tax opinion on the Hong Kong tax consequences of the purchase and ownership of the ADSs by an investor] [To: JinkoSolar Holding Co., Ltd. 1 Jingke Road, Shangrao Economic Development Zone Jiangxi Province 334100 People’s Republic of China October 26, 2010 Dear Sirs: PRC We are qualified lawyers of the People’s Republic of China (the “ Company Registration Statement SEC Offering ADSs Listing We have acted as PRC counsel to JinkoSolar Holding Co., Ltd, a company incorporated under the] [SIGNIFICANT SUBSIDIARIES OF JINKOSOLAR HOLDING CO., LTD. Paker Technology Limited, incorporated in Hong Kong Special Administrative Region of the People’s Republic of China JinkoSolar International Limited, incorporated in Hong Kong Special Administrative Region of the People’s Republic of China JinkoSolar GmbH, incorporated in Germany Jiangxi Jinko Solar Co., Ltd., incorporated in the People’s Republic of China Zhejiang Jinko Solar Co.,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form Shanghai, People’s Republic of China October 26, 2010 EX-23.1 9 dex231.htm CONSENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY]

By | 2016-02-29T12:12:02+00:00 October 26th, 2010|Categories: Chinese Stocks, JKS, SEC Original|Tags: , , , , , |0 Comments
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JKS [JinkoSolar] F-1: Subject to Completion Preliminary Prospectus Dated October 26,

[Subject to Completion Preliminary Prospectus Dated October 26, 2010 3,500,000 American Depositary Shares JinkoSolar Holding Co., Ltd. Representing 14,000,000 Ordinary Shares JinkoSolar Holding Co., Ltd., or JinkoSolar, is offering 2,000,000 American depositary shares, or ADSs, and the selling shareholders identified in this prospectus are offering 1,500,000 ADSs. Each ADS represents four ordinary shares, par value US$0.00002 per share, of JinkoSolar.] [JinkoSolar Holding Co., Ltd. [3,500,000] American Depositary Shares Representing [14,000,000] Ordinary Shares (par value US$0.00002 per share) Underwriting Agreement — November [ Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 As the Representative of the several Schedule I Underwriters named in Ladies and Gentlemen: Schedule I Schedule III JinkoSolar Holding Co., Ltd., an exempted company] [Our ref VZL\660391\4131202v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com Jinkosolar Holding Co., Ltd. 1 Jingke Road, Shangrao Economic Development Zone Jiangxi Province, 334100 People’s Republic of China 26 October 2010 Dear Sirs Jinkosolar Holding Co., Ltd. Company Registration Statement Commission Act Prospectus Shares ADSs We act as Cayman Islands counsel for Jinkosolar Holding Co., Ltd. (the “ 1 Documents] [October 26, 2010 To: JINKOSOLAR HOLDING CO., LTD. 1 Jing Ke Road, Shangrao Economic Development Zone Shangrao, Jiangxi Province 334100 People’s Republic of China Re: The public offering and listing of American Depositary Shares representing ordinary shares issued by JINKOSOLAR HOLDING CO., LTD. Dear Sirs: PRC We are qualified lawyers in the People’s Republic of China (the “ Company Prospectus] [Baker & McKenzie LLP 1114 Avenue of the Americas New York, New York 10036, USA Tel: +1 212 626 4100 Fax: +1 212 310 1600 www.bakernet.com October 26, 2010 Asia Pacific Bangkok Beijing Hanoi Ho Chi Minh City Hong Kong Jakarta Kuala Lumpur Manila Melbourne Shanghai Singapore Sydney Taipei Tokyo Europe & Middle East Almaty Amsterdam Antwerp Bahrain Baku Barcelona] [25 October 2010 JinkoSolar Holding Co. Ltd. 1 Jingke Road, By email Shangrao Economic Development Zone Jiangxi Province, 334100 People’s Republic of China Dear Sir, Project Victory II Hong Kong Tax Opinion 1. 2. We have been asked to provide this tax opinion on the Hong Kong tax consequences of the purchase and ownership of the ADSs by an investor] [To: JinkoSolar Holding Co., Ltd. 1 Jingke Road, Shangrao Economic Development Zone Jiangxi Province 334100 People’s Republic of China October 26, 2010 Dear Sirs: PRC We are qualified lawyers of the People’s Republic of China (the “ Company Registration Statement SEC Offering ADSs Listing We have acted as PRC counsel to JinkoSolar Holding Co., Ltd, a company incorporated under the] [SIGNIFICANT SUBSIDIARIES OF JINKOSOLAR HOLDING CO., LTD. Paker Technology Limited, incorporated in Hong Kong Special Administrative Region of the People’s Republic of China JinkoSolar International Limited, incorporated in Hong Kong Special Administrative Region of the People’s Republic of China JinkoSolar GmbH, incorporated in Germany Jiangxi Jinko Solar Co., Ltd., incorporated in the People’s Republic of China Zhejiang Jinko Solar Co.,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form Shanghai, People’s Republic of China October 26, 2010 EX-23.1 9 dex231.htm CONSENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY]

By | 2016-02-29T12:12:48+00:00 October 26th, 2010|Categories: Chinese Stocks, JKS, Webplus ver|Tags: , , , , , |0 Comments
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