DATE [JIAYUAN.COM INTERNATIONAL] F-1: FormF-1 REGISTRATION STATEMENT Jiayuan.com International Not Applicableyman Islands

[FormF-1 REGISTRATION STATEMENT Jiayuan.com International Not Applicableyman Islands 7371 Not Applicable Room1005, Changxin Building CTrporation System (Name,dress,luding zipde, and telephone number,luding areade, ofent for service)pies to:vid S. Wang, Esq.vid T. Zhang, Esq. Approximatete ofmmencement of proposedle to the public:] [THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OFSOCIATION OF JIAYUAN.COM INTERNATIONAL THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF JIAYUAN.COM INTERNATIONAL 1 Definitionspitalised terms that are not defined in the Memorandum bear the respective meanings given to them] [THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OFSOCIATION OF JIAYUAN.COM INTERNATIONAL (Adopted by aecial Resolution passed on April20, 2011 and effectivenditional and immediately upon the closing ofmpanys offering of American depositary shares representing its Ordinary Shares on Nasdaq Global Market)] [JIAYUAN.COM INTERNATIONAL Number Share[s]orporated under the laws of theyman Islands Sharepital is US$100,000 divided into 100,000,000 Ordinary Shares of a par value of US$0.001 each THIS IS TO CERTIFY THAT is the registered holder of Share[s] in theove-namedmpany subject to the Memorandum and Articles ofsociation thereof.] [SHAREHOLDERSREEMENTTED JANUARY 26 , 2011 BY AND AMONG JIAYUAN.COM INTERNATIONAL LIMITED (asmpany)hedule 1 the Persons listed on (as Investors)hedule 2 the Persons listed on (as Key Holders) ANDhedule 3 the entities listed on SHAREHOLDERSREEMENT RECITALS WHEREAS , Harper, certain shareholders of the Key Holders,] [Our ref DLK\660390\4477549v1 Direct tel +852 2971 3005 Email jenny.nip@maplesandcalder.com Subject to review and amendment Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District Beijing The Peoples Republic of China [ ] 2011 Dear Sirs Jiayuan.com International 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals,pies or final drafts] [77100.00003 May, 2011 Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District, Beijing The Peoples Republic of China Ladies and Gentlemen: Very truly yours, 2 EX-8.2 a2203517zex-8_2.htm 7 EX-8.2] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL [Room1005, Changxin Building [], 2011 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 4. Based upon and subject to the foregoing, we are of the opinion that the statements set forth under theption Taxation in the Registration Statement insofar theynstitute statement of tax] [JIAYUAN.COM INTERNATIONAL 2007 SHAREENTIVE PLAN Amended and Restated on March30 , 2011 1. PURPOSE OF PLAN 2. ELIGIBILITY 1 3. PLANMINISTRATION (a) determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive an award under this Plan; (c) approve the forms of awardreements (which need not be] [INDEMNIFICATIONREEMENTreementmpany Indemnitee This Indemnificationreement ( RECITALS A. Thempany and Indemnitee recognize thentinued difficulty in obtaining liability insurance for its directors, officers, employees,ents and fiduciaries, the significantreases in thest of such insurance and the general reductions in theverage of such insurance. B.] [CONFIDENTIALITY AND NON-COMPETITIONREEMENT Thisreement is made on , by and between the following Parties in , Peoples Republic of China (China): Party A: Legal representative: Party B: ID:dress: WHEREAS: 1.nfidential Business Information (see below for definition) is the important intangibleset of Party A, and any disclosure of them willuse immeasurable loss to Party A.] [EMPLOYMENTNTRACT Labor Law of the Peoples Republic of China Employmentntract Law of the Peoples Republic of China In accordance with the Basic Information of the Parties to This Employmentntact Party A Legal Representative (principal) or Authorized Representative Registereddress Place of Business Party B Gender Telephone: Household Type (urban or rural)] [Confidential RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT By and between SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. A nd MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGYLTD. January25, 2011 RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT Registereddress: Room1114, No.1, Lane 127, Guotai Road, Yangpu District, Shanghai Legal representative: Yongqiang QIAN (B)] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT By and between SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER A nd MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGYLTD. January25, 2011 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT (A) SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER ( Party A ) Registereddress: Room201, 202, 203, Building No.9, 970lian Road, Yangpu District, Shanghai] [COOPERATIVE OPERATIONREEMENT by and among MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGYLTD. SHANGHAI HUAQIANSHU I NFORMATION TECHNOLOGYLTD. a nd SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER January25, 2011 TABLE OFNTENT 1 .MPANY OPERATION 2 2 . APPOINTMENT OF MANAGEMENTMMITTEE MEMBERS AND KEY EMPLOYEES 5 3 .] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT By and between BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. A nd BEIJING MIYUAN I NFORMATION TECHNOLOGYLTD. February17 , 20 11 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT (A) BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. ( Party A ) Registereddress: Room6552, Building No.3, 3 Xijing Road, High Tech Park, Shijingshan District Badachu, Beijing] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT By and between BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. A nd BEIJING MIYUAN I NFORMATION TECHNOLOGYLTD. February17, 20 11 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT (A) BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. ( Party A ) Registereddress: Room6551, Building No.3, 3 Xijing Road, High Tech Park, Shijingshan District Badachu, Beijing] [Wholly-Owned Subsidiaries 1. Harperpital 2. Jiayuan Hong Kongrporation Limited, a Hong Kongmpany 3. Miyuan (Shanghai) Information TechnologyLtd., ampany 4. Beijing Miyuan Information TechnologyLtd., ampany 5. Shanghai Huaqianshu Information TechnologyLtd., ampany 6. Shanghai Shiji Jiayuan Matchmaking Service Center, a privately funded non-enterprise institution] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on FormF-1 of Jiayuan.com International of our reportted March8, 2011, except for Note 19(c), (e)and (f)which are of April20, 2011, relating to thensolidated financial statements of Jiayuan.com International which appears in such Registration Statement. Wesonsent to the reference to] [Consent of iResearchnsulting April19, 2011 Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District, Beijing The Peoples Republic of China Ladies and Gentlemen: iResearchnsulting furthernsents tolusion of information,ta and statements from the report entitled iResearch Report on China Onlineting Industry and Market (the Report) in thempanys Registration Statement and SEC Filings, and citation of] [April 20, 2011 Jiayuan.com International Room 1005, Changxin Building, 39 Anding Rd, Chaoyang District, Beijing, China. Subject:WRITTENNSENT OF AMERICAN APPRAISAL CHINA LIMITED In reaching our valuenclusions, we relied on the accuracy andmpleteness of the financial statements and otherta provided by thempany the equity shares of thempany] [April 18 , 2011 Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District, Beijing The Peoples Republic of China (8610) 6442-8783 Ladies and Gentlemen: Sincerely yours, EX-23.7 a2203517zex-23_7.htm 22 EX-23.7] [April 18 , 2011 Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District, Beijing The Peoples Republic of China (8610) 6442-8783 Ladies and Gentlemen: Sincerely yours, EX-23.8 a2203517zex-23_8.htm 23 EX-23.8] [JIAYUAN.COM INTERNATIONALDE OF BUSINESSNDUCT AND ETHICS I. Purpose Thisde is designed to deter wrongdoing and to promote: (i) honest and ethicalnduct,luding the ethical handling of actual or apparentnflicts of interest between personal and professional relationships; (ii) (iii)mpliance with applicable governmental laws, rulesand regulations;] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL LIMITED [Room1005, Changxin Building No.39 Anding Road, Chaoyang District Beijing 100029 the Peoples Republic of China] [ ], 2011 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 2. 3. Documents In so acting, we have examined the Registration Statement, the originals orpies certified]

By | 2016-02-05T07:38:01+00:00 April 20th, 2011|Categories: Chinese Stocks, DATE, Webplus ver|Tags: , , , , , |0 Comments
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ZX [China Zenix Auto International] F-1: (Original Filing)

[CALCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of Securities to be Registered (3) Proposed Maximum Aggregate Amount of Ordinary shares, par value US$0.0001 per ordinary share US$250,000,000 US$29,025 (1) American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American] [BVI COMPANY NUMBER: 1492903 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM AND ARTICLES OF ASSOCIATION OF RICHWHEEL LIMITED A COMPANY LIMITED BY SHARES Incorporated on the 11th day of July, 2008 INCORPORATED IN THE BRITISH VIRGIN ISLANDS TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM OF ASSOCIATION OF RICHWHEEL] [CHINA ZENIX AUTO INTERNATIONAL LIMITED Company (the “ WE, Walkers Corporate Services (BVI) Limited, HEREBY CERTIFY THAT the following resolution was passed by the board of directors of the Company on 21 February 2011. IT WAS RESOLVED “6.2 The Company is authorised to issue a maximum of 500,000,000 Shares of a single class each with a par value of US$0.0001.”] [TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHINA ZENIX AUTO INTERNATIONAL LIMITED (Adopted by way of a resolution of shareholders on 24 March 2011) NAME 1. CHINA ZENIX AUTO INTERNATIONAL LIMITED Company The name of the Company is CHANGE OF NAME 2. The Company may make application to the] [CHINA ZENIX AUTO INTERNATIONAL LIMITED BVI Business Company Limited by Shares (Incorporated under the BVI Business Companies Act, 2004 of the British Virgin Islands) (the “Company”) With BVI Company Number 1492903 Share Certificate Certificate Number Number of Shares Authorised to issue a maximum of 500,000,000 shares consisting of: ordinary shares of USD 0.0001 each THIS IS TO CERTIFY THAT is] [TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 SECTION 1.01 American Depositary Shares. 1 SECTION 1.02 Commission. 2 SECTION 1.03 Company. 2 SECTION 1.04 Custodian. 2 SECTION 1.05 Deliver; Surrender. 2 SECTION 1.06] [Share Subscription and Shareholders Agreement Concerning The Joint Establishment of RICHWHEEL LIMITED By NEWRACE LIMITED And RICHBURG HOLDINGS LIMITED The Agreement was entered into by and between the following two Parties on August 10, 2008 in Hong Kong Special Administrative Region of the People’s Republic of China: (1) NEWRACE LIMITED August 8, 2008 Sea Meadow House, Black Burne Hightway, Road] [Supplementary Agreement This Supplementary Agreement was entered into by the following parties on August 12, 2008 in Hong Kong Special Administrative Region of the People’s Republic of China. NEWRACE LIMITED August 8, 2008 Sea Meadow House, Black Burne Hightway, Road Town, and Tortola. (“NEWRACE”) RICHBURG HOLDINGS LIMITED July 10, 2008 P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola. (“RICHBURG”)] [[Letterhead of Walkers] 19 April 2011 Our Ref: DW/NK/R1585-H05277 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 People’s Republic of China Dear Sirs China Zenix Auto International Limited Company Registration Statement Selling Shareholders Ordinary Shares We have acted as British Virgin Islands legal advisers to China Zenix Auto International Limited (the “] [[Letterhead of Ropes & Gray LLP] April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 People’s Republic of China Ladies and Gentlemen: We have examined the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies,] [CHINA ZENIX AUTO INTERNATIONAL LIMITED 2011 SHARE INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) “ Affiliate Associate (b) “ (c) “ Articles (d) “ Assumed (e) “ Award (f) “ Award Agreement (g) “ Board (h) “ Change in Control (i) “ (ii) a change in the composition of the Board over a period of twelve] [INDEMNIFICATION AGREEMENT Agreement Effective Date Company Indemnitee This INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Company believes it is essential to retain and attract qualified directors and officers; WHEREAS, the Indemnitee is a director and/or officer of the Company; WHEREAS, both the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers] [EMPLOYMENT AGREEMENT Agreement Effective Date Company Executive EMPLOYMENT AGREEMENT (this “ W I T N E S S E T H In consideration of the mutual covenants herein contained, the Company and Executive hereby agree as follows: Employment 1. Agreement to Employ (a) Term of Employment Term Employment Period (b) Duties and Responsibilities (c) Compensation and Benefits 2. Compensation (a)] [Letter Agreement for Grant of Restricted Shares NEWRACE LIMITED December 17, 2010 To: Mr. Yifan Li 688 South Xizang Road Apartment 4-2903 Shanghai 200011 People’s Republic of China Re: Grant of Restricted Shares from Newrace Limited to Mr. Yifan Li Dear Mr. Yifan Li: Company Grantor Award In consideration for you serving as the chief financial officer of China Zenix] [SHARES PURCHASE OPTION AGREEMENT Agreement Effective Day Purchaser Hong Kong Seller Parties Party This Shares Purchase Option Agreement (this “ RECITALS WHEREAS Company WHEREAS Option Shares WHEREAS NOW THEREFORE Definitions 1. Defined Terms (a) Bankruptcy Law (i) “ Business Day (ii) “ Collateral Agent (iii) “ Commission (iv) “ Exercise Period (v) “ Exercise Price (vii) “ Government Authority (viii)] [DEED OF UNDERTAKING This DEED is made on January 25, 2011. This DEED WITNESSES as follows: 1. Interpretation Agreement Reference is made to that certain share purchase option agreement dated as of October 25, 2010 by and between Lai Jianhui and Chu Lai Fan (the “ 2. Amendment The parties hereto agree to amend the Agreement as follows: IPO 3.] [Tier-one Distribution Agreement Party A (commissioning party): Zhengxing Wheel Group Co., Ltd. Party B (distributor): To maintain a healthy, stable and sustainable development of the market, Party A and Party B have reached the following agreement on Party B’s distribution of Party A’s products. I. Brand, Distribution Regions and Minimum Annual Sales Revenue 1. Party B shall become the tier-one] [Three-party Distribution Agreement among Zhengxing Wheel Group Co., Ltd., Tier-one Distributors and Exclusive Tier-two Distributors Party A: Zhengxing Wheel Group Co., Ltd. Party B: (distributor) Party C: (retailer) Whereas: Party A is a leading wheel manufacturing enterprise in the wheel manufacturing industry in China; Party B is a tier-one distributor of Party A’s Party C is the exclusive tier-two distributor] [Wheel Distributor Strategic Cooperation Framework Agreement This Strategic Cooperation Framework Agreement (this “Agreement”) is entered into on Zhengxing Wheel Group Co., Ltd. and Whereas 1. Party A is a leading wheel manufacturing enterprise in the PRC’s wheel manufacturing industry; 2. Party B is a distributor engaged in the sales of wheels based in 3. Both Parties hereby reach a long-term] [Automotive Manufacturer Strategic Cooperation Framework Agreement This Strategic Cooperation Framework Agreement (this “Agreement”) is entered into on Zhengxing Wheel Group Co., Ltd. and Whereas 1. Party A is a leading wheel manufacturing enterprise in the PRC’s wheel manufacturing industry; 2. Party B is a key manufacturer of automotives based in 3. Both Parties hereby reach a long-term strategic cooperation agreement] [Year Purchase and Sale Agreement Party A: Bengang Steel Plates Co., Ltd. Party B: Zhengxing Wheel Group Co., Ltd. Party A and Party B, based on the principles of mutual benefit, have negotiated on an equal basis and reached the following agreement on the purchase of hot-rolled products in cargo concentration in port 1. Party B shall purchase a cumulative] [Patent License Agreement Licensor: Lai Jianhui Address: No. 24, Shuiwei, Xitou Village, Qiling Xiang, Pinghe County, Fujian Province Licensee: Zhengxing Wheel Group Co., Ltd. Address: Right side, 73km stake, North Circle Road State Highway 319, Zhangzhou, Fujian Province Lai Jianhui, being the legal owner of the following patents: No. Patent Certificate Name of Design Patent No. Patent Owner 1 237755] [Patent License Agreement Licensor: Lai Jianhui Address: No. 24, Shuiwei, Xitou Village, Qiling Xiang, Pinghe County, Fujian Province Licensee: Zhengxing Wheel Group Co., Ltd. Address: Right side, 73km stake, North Circle Road State Highway 319, Zhangzhou, Fujian Province Lai Jianhui, being the legal owner of the following patents: No. Patent Certificate Name of Design Patent No. Patent Owner 1 237755] [List of Subsidiaries Name Place of Incorporation 1. China Wheel Limited Hong Kong 2. Zhengxing Wheel Group Co., Ltd. The People’s Republic of China 3. Zhengxing Group Langfang Wheel Co., Ltd. The People’s Republic of China 4. Zhengxing Group Chengdu Wheel Co., Ltd. The People’s Republic of China 5. Zhengxing Group Hefei Wheel Co., Ltd. The People’s Republic of China] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We also consent to the reference to us under the heading “Selected Consolidated Financial Data” and “Experts” in such Prospectus. Hong Kong April 19, 2011 EX-23.1 25 dex231.htm CONSENT OF DELOITTE TOUCH TOHMATSU] [[Frost & Sullivan letterhead] April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 People’s Republic of China Fax: +86 596-2600558 China Zenix Auto International Limited Re: Dear Sirs, Registration Statement SEC Proposed IPO We understand that China Zenix Auto International Limited plans to file a registration statement on Form F-1] [April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 63000 People’s Republic of China Ladies and Gentlemen: Sincerely yours, William John Sharp EX-23.6 27 dex236.htm CONSENT OF MR. WILLIAM JOHN SHARP, AN INDEPENDENT DIRECTOR APPOINTEE] [April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 63000 People’s Republic of China Ladies and Gentlemen: Sincerely yours, Xu Gao EX-23.7 28 dex237.htm CONSENT OF MR. XU GAO, AN INDEPENDENT DIRECTOR APPOINTEE] [April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 63000 People’s Republic of China Ladies and Gentlemen: Sincerely yours, Yichun Zhang EX-23.8 29 dex238.htm CONSENT OF MR. YICHUN ZHANG, AN INDEPENDENT DIRECTOR APPOINTEE] [CHINA ZENIX AUTO INTERNATIONAL LIMITED CODE OF BUSINESS CONDUCT AND ETHICS Approved: March 2011 -1- TABLE OF CONTENTS 1. General Policy 3 2. Compliance with the Law 4 3. Publicly Traded Securities 4 4. Confidential Information 5 5. Protection and Proper Use of Company Assets 5 6. Corporate Opportunities 6] [34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China Telephone: (86-10) 5809-1000 Facsimile: (86-10) 5809-1100 April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway, Zhangzhou, Fujian Province 363000 People’s Republic of China Re: China Zenix Auto International Limited Dear Sirs: PRC Company Offering ADSs NYSE We have acted as the People’s]

By | 2016-02-29T22:11:35+00:00 April 19th, 2011|Categories: Chinese Stocks, SEC Original, ZX|Tags: , , , , , |0 Comments
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ZX [China Zenix Auto International] F-1: CALCULATION OF REGISTRATION FEE (1)(2) Title of Each

[CALCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of Securities to be Registered (3) Proposed Maximum Aggregate Amount of Ordinary shares, par value US$0.0001 per ordinary share US$250,000,000 US$29,025 (1) American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American] [BVI COMPANY NUMBER: 1492903 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM AND ARTICLES OF ASSOCIATION OF RICHWHEEL LIMITED A COMPANY LIMITED BY SHARES Incorporated on the 11th day of July, 2008 INCORPORATED IN THE BRITISH VIRGIN ISLANDS TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM OF ASSOCIATION OF RICHWHEEL] [CHINA ZENIX AUTO INTERNATIONAL LIMITED Company (the “ WE, Walkers Corporate Services (BVI) Limited, HEREBY CERTIFY THAT the following resolution was passed by the board of directors of the Company on 21 February 2011. IT WAS RESOLVED “6.2 The Company is authorised to issue a maximum of 500,000,000 Shares of a single class each with a par value of US$0.0001.”] [TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHINA ZENIX AUTO INTERNATIONAL LIMITED (Adopted by way of a resolution of shareholders on 24 March 2011) NAME 1. CHINA ZENIX AUTO INTERNATIONAL LIMITED Company The name of the Company is CHANGE OF NAME 2. The Company may make application to the] [CHINA ZENIX AUTO INTERNATIONAL LIMITED BVI Business Company Limited by Shares (Incorporated under the BVI Business Companies Act, 2004 of the British Virgin Islands) (the “Company”) With BVI Company Number 1492903 Share Certificate Certificate Number Number of Shares Authorised to issue a maximum of 500,000,000 shares consisting of: ordinary shares of USD 0.0001 each THIS IS TO CERTIFY THAT is] [TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 SECTION 1.01 American Depositary Shares. 1 SECTION 1.02 Commission. 2 SECTION 1.03 Company. 2 SECTION 1.04 Custodian. 2 SECTION 1.05 Deliver; Surrender. 2 SECTION 1.06] [Share Subscription and Shareholders Agreement Concerning The Joint Establishment of RICHWHEEL LIMITED By NEWRACE LIMITED And RICHBURG HOLDINGS LIMITED The Agreement was entered into by and between the following two Parties on August 10, 2008 in Hong Kong Special Administrative Region of the People’s Republic of China: (1) NEWRACE LIMITED August 8, 2008 Sea Meadow House, Black Burne Hightway, Road] [Supplementary Agreement This Supplementary Agreement was entered into by the following parties on August 12, 2008 in Hong Kong Special Administrative Region of the People’s Republic of China. NEWRACE LIMITED August 8, 2008 Sea Meadow House, Black Burne Hightway, Road Town, and Tortola. (“NEWRACE”) RICHBURG HOLDINGS LIMITED July 10, 2008 P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola. (“RICHBURG”)] [[Letterhead of Walkers] 19 April 2011 Our Ref: DW/NK/R1585-H05277 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 People’s Republic of China Dear Sirs China Zenix Auto International Limited Company Registration Statement Selling Shareholders Ordinary Shares We have acted as British Virgin Islands legal advisers to China Zenix Auto International Limited (the “] [[Letterhead of Ropes & Gray LLP] April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 People’s Republic of China Ladies and Gentlemen: We have examined the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies,] [CHINA ZENIX AUTO INTERNATIONAL LIMITED 2011 SHARE INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) “ Affiliate Associate (b) “ (c) “ Articles (d) “ Assumed (e) “ Award (f) “ Award Agreement (g) “ Board (h) “ Change in Control (i) “ (ii) a change in the composition of the Board over a period of twelve] [INDEMNIFICATION AGREEMENT Agreement Effective Date Company Indemnitee This INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Company believes it is essential to retain and attract qualified directors and officers; WHEREAS, the Indemnitee is a director and/or officer of the Company; WHEREAS, both the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers] [EMPLOYMENT AGREEMENT Agreement Effective Date Company Executive EMPLOYMENT AGREEMENT (this “ W I T N E S S E T H In consideration of the mutual covenants herein contained, the Company and Executive hereby agree as follows: Employment 1. Agreement to Employ (a) Term of Employment Term Employment Period (b) Duties and Responsibilities (c) Compensation and Benefits 2. Compensation (a)] [Letter Agreement for Grant of Restricted Shares NEWRACE LIMITED December 17, 2010 To: Mr. Yifan Li 688 South Xizang Road Apartment 4-2903 Shanghai 200011 People’s Republic of China Re: Grant of Restricted Shares from Newrace Limited to Mr. Yifan Li Dear Mr. Yifan Li: Company Grantor Award In consideration for you serving as the chief financial officer of China Zenix] [SHARES PURCHASE OPTION AGREEMENT Agreement Effective Day Purchaser Hong Kong Seller Parties Party This Shares Purchase Option Agreement (this “ RECITALS WHEREAS Company WHEREAS Option Shares WHEREAS NOW THEREFORE Definitions 1. Defined Terms (a) Bankruptcy Law (i) “ Business Day (ii) “ Collateral Agent (iii) “ Commission (iv) “ Exercise Period (v) “ Exercise Price (vii) “ Government Authority (viii)] [DEED OF UNDERTAKING This DEED is made on January 25, 2011. This DEED WITNESSES as follows: 1. Interpretation Agreement Reference is made to that certain share purchase option agreement dated as of October 25, 2010 by and between Lai Jianhui and Chu Lai Fan (the “ 2. Amendment The parties hereto agree to amend the Agreement as follows: IPO 3.] [Tier-one Distribution Agreement Party A (commissioning party): Zhengxing Wheel Group Co., Ltd. Party B (distributor): To maintain a healthy, stable and sustainable development of the market, Party A and Party B have reached the following agreement on Party B’s distribution of Party A’s products. I. Brand, Distribution Regions and Minimum Annual Sales Revenue 1. Party B shall become the tier-one] [Three-party Distribution Agreement among Zhengxing Wheel Group Co., Ltd., Tier-one Distributors and Exclusive Tier-two Distributors Party A: Zhengxing Wheel Group Co., Ltd. Party B: (distributor) Party C: (retailer) Whereas: Party A is a leading wheel manufacturing enterprise in the wheel manufacturing industry in China; Party B is a tier-one distributor of Party A’s Party C is the exclusive tier-two distributor] [Wheel Distributor Strategic Cooperation Framework Agreement This Strategic Cooperation Framework Agreement (this “Agreement”) is entered into on Zhengxing Wheel Group Co., Ltd. and Whereas 1. Party A is a leading wheel manufacturing enterprise in the PRC’s wheel manufacturing industry; 2. Party B is a distributor engaged in the sales of wheels based in 3. Both Parties hereby reach a long-term] [Automotive Manufacturer Strategic Cooperation Framework Agreement This Strategic Cooperation Framework Agreement (this “Agreement”) is entered into on Zhengxing Wheel Group Co., Ltd. and Whereas 1. Party A is a leading wheel manufacturing enterprise in the PRC’s wheel manufacturing industry; 2. Party B is a key manufacturer of automotives based in 3. Both Parties hereby reach a long-term strategic cooperation agreement] [Year Purchase and Sale Agreement Party A: Bengang Steel Plates Co., Ltd. Party B: Zhengxing Wheel Group Co., Ltd. Party A and Party B, based on the principles of mutual benefit, have negotiated on an equal basis and reached the following agreement on the purchase of hot-rolled products in cargo concentration in port 1. Party B shall purchase a cumulative] [Patent License Agreement Licensor: Lai Jianhui Address: No. 24, Shuiwei, Xitou Village, Qiling Xiang, Pinghe County, Fujian Province Licensee: Zhengxing Wheel Group Co., Ltd. Address: Right side, 73km stake, North Circle Road State Highway 319, Zhangzhou, Fujian Province Lai Jianhui, being the legal owner of the following patents: No. Patent Certificate Name of Design Patent No. Patent Owner 1 237755] [Patent License Agreement Licensor: Lai Jianhui Address: No. 24, Shuiwei, Xitou Village, Qiling Xiang, Pinghe County, Fujian Province Licensee: Zhengxing Wheel Group Co., Ltd. Address: Right side, 73km stake, North Circle Road State Highway 319, Zhangzhou, Fujian Province Lai Jianhui, being the legal owner of the following patents: No. Patent Certificate Name of Design Patent No. Patent Owner 1 237755] [List of Subsidiaries Name Place of Incorporation 1. China Wheel Limited Hong Kong 2. Zhengxing Wheel Group Co., Ltd. The People’s Republic of China 3. Zhengxing Group Langfang Wheel Co., Ltd. The People’s Republic of China 4. Zhengxing Group Chengdu Wheel Co., Ltd. The People’s Republic of China 5. Zhengxing Group Hefei Wheel Co., Ltd. The People’s Republic of China] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We also consent to the reference to us under the heading “Selected Consolidated Financial Data” and “Experts” in such Prospectus. Hong Kong April 19, 2011 EX-23.1 25 dex231.htm CONSENT OF DELOITTE TOUCH TOHMATSU] [[Frost & Sullivan letterhead] April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 People’s Republic of China Fax: +86 596-2600558 China Zenix Auto International Limited Re: Dear Sirs, Registration Statement SEC Proposed IPO We understand that China Zenix Auto International Limited plans to file a registration statement on Form F-1] [April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 63000 People’s Republic of China Ladies and Gentlemen: Sincerely yours, William John Sharp EX-23.6 27 dex236.htm CONSENT OF MR. WILLIAM JOHN SHARP, AN INDEPENDENT DIRECTOR APPOINTEE] [April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 63000 People’s Republic of China Ladies and Gentlemen: Sincerely yours, Xu Gao EX-23.7 28 dex237.htm CONSENT OF MR. XU GAO, AN INDEPENDENT DIRECTOR APPOINTEE] [April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 63000 People’s Republic of China Ladies and Gentlemen: Sincerely yours, Yichun Zhang EX-23.8 29 dex238.htm CONSENT OF MR. YICHUN ZHANG, AN INDEPENDENT DIRECTOR APPOINTEE] [CHINA ZENIX AUTO INTERNATIONAL LIMITED CODE OF BUSINESS CONDUCT AND ETHICS Approved: March 2011 -1- TABLE OF CONTENTS 1. General Policy 3 2. Compliance with the Law 4 3. Publicly Traded Securities 4 4. Confidential Information 5 5. Protection and Proper Use of Company Assets 5 6. Corporate Opportunities 6] [34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China Telephone: (86-10) 5809-1000 Facsimile: (86-10) 5809-1100 April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway, Zhangzhou, Fujian Province 363000 People’s Republic of China Re: China Zenix Auto International Limited Dear Sirs: PRC Company Offering ADSs NYSE We have acted as the People’s]

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ZX [China Zenix Auto International] F-1: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of Each Class ofSecurities to be RegisteredSTYLE="vertical-align:baseline; position:relative; bottom:.8ex">(1)(2) ProposedMaximumAggregate Amountof Ordinary shares, par value US$0.0001 per ordinary share US$250,000,000 US$29,025 (1) American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No.333-). Each American depositary] [BVIMPANY NUMBER: 1492903 STYLE="font-family:Times New Roman" SIZE="2"> TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESSMPANIES ACT, 2004 MEMORANDUM AND ARTICLES STYLE="font-family:Times New Roman" SIZE="2"> OFSOCIATION OF RICHWHEEL LIMITED AMPANY LIMITED BY SHARESorporated on the 11thy of July, 2008 STYLE="font-family:Times New Roman" SIZE="2">ORPORATED IN THE BRITISH VIRGIN ISLANDS] [CHINA ZENIX AUTO INTERNATIONAL LIMITED STYLE="font-family:Times New Roman" SIZE="2">mpany (the WE, Walkersrporate Services (BVI) Limited, HEREBY CERTIFY THAT the following resolution was passed by the board of directors of thempany on 21February 2011. IT WAS RESOLVED 6.2 Thempany is authorised to issue a maximum of 500,000,000 Shares of a single class each with a par] [TERRITORY OF THE BRITISH VIRGIN ISLANDS STYLE="font-family:Times New Roman" SIZE="2"> BVI BUSINESSMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF CHINA ZENIX AUTO INTERNATIONAL LIMITED (Adopted by way of a resolution of shareholders on 24 March 2011) NAME 1. CHINA ZENIX AUTO INTERNATIONAL LIMITEDmpany The name of thempany is] [CHINA ZENIX AUTO INTERNATIONAL LIMITED BVI Businessmpany STYLE="font-family:Times New Roman" SIZE="1"LOR="#FFFFFF">Limited by Shares (Incorporated under the BVI Businessmpanies Act, 2004 of the British Virgin Islands) (thempany) With BVImpany Number 1492903 STYLE="font-family:Times New Roman" SIZE="1"LOR="#FFFFFF">Share Certificate Certificate Number Number of Shares STYLE="font-family:Times New Roman" SIZE="1"LOR="#FFFFFF">Authorised to issue a maximum of 500,000,000 sharesnsisting of:] [CHINA ZENIX AUTO INTERNATIONAL LIMITED AND STYLE="font-family:Times New Roman" SIZE="2">THE BANK OF NEW YORK MELLON Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Depositreementted of TABLE OFNTENTS ARTICLE1. DEFINITIONS 1 SECTION1.01 American Depositary Shares. 1 SECTION1.02mmission. 2 SECTION1.03mpany. 2 SECTION1.04 Custodian. 2 SECTION1.05] [STYLE="font-family:Times New Roman" SIZE="2"> Share Subscription and Shareholdersreementncerning The Joint Establishment of RICHWHEEL LIMITED STYLE="font-family:Times New Roman" SIZE="2">By NEWRACE LIMITED And RICHBURGS LIMITED Thereement was entered into by and between the following two Parties on August10, 2008 in Hong Kongecialministrative Region of the Peoples Republic of China:] [Supplementaryreement STYLE="font-family:Times New Roman" SIZE="2"> This Supplementaryreement was entered into by the following parties on August12, 2008 in Hong Kongecialministrative Region of the Peoples Republic of China. NEWRACE LIMITED August8, 2008 Sea Meadow House, Black Burne Hightway, Road Town, and Tortola. (NEWRACE) RICHBURGS LIMITED July10, 2008] [STYLE="font-family:Times New Roman" SIZE="2">[Letterhead of Walkers] 19 April 2011 Our Ref: DW/NK/R1585-H05277 China Zenix Auto International Limited No.1608, North Circle Road State Highway STYLE="font-family:Times New Roman" SIZE="2">Zhangzhou, Fujian Province 363000 Peoples Republic of China Dear Sirs China Zenix Auto International Limitedmpany Registration Statement Selling Shareholders Ordinary Shares We have acted British Virgin Islands legalvisers to] [STYLE="font-family:Times New Roman" SIZE="2">[Letterhead of Ropes& Gray] April 19, 2011 China Zenix Auto International Limited No.1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 Peoples Republic of China Ladies and Gentlemen: We have examined the Registration Statement. Indition, we have examined, and have relied to matters of fact upon, originals, or duplicates or certified] [CHINA ZENIX AUTO INTERNATIONAL LIMITED STYLE="font-family:Times New Roman" SIZE="2"> 2011 SHAREENTIVE PLAN Purposes of the Plan 1. Definitions STYLE="font-family:Times New Roman" SIZE="2">2.ministrator STYLE="font-family:Times New Roman" SIZE="2">(a) Affiliatesociate STYLE="font-family:Times New Roman" SIZE="2">(b) (c) Articles (d)sumed (e) Award STYLE="font-family:Times New Roman" SIZE="2">(f) Awardreement (g) Board (h) Change inntrol] [INDEMNIFICATIONREEMENT STYLE="font-family:Times New Roman" SIZE="2">reement Effectivetempany Indemnitee This INDEMNIFICATIONREEMENT (this WHEREAS, thempany believes it is essential to retain and attract qualified directors and officers; WHEREAS, the Indemnitee is a director and/or officer of thempany; WHEREAS, both thempany and the Indemnitee recognize thereased risk of litigation and other claims beingsertedainst directors and officers of publicmpanies;] [EMPLOYMENTREEMENT STYLE="font-family:Times New Roman" SIZE="2">reement Effectivetempany Executive EMPLOYMENTREEMENT (this W I T N E S S E T H STYLE="font-family:Times New Roman" SIZE="2"> STYLE="font-family:Times New Roman" SIZE="2">Innsideration of the mutualvenants hereinntained, thempany and Executive herebyree follows: Employment 1. STYLE="font-family:Times New Roman" SIZE="2">] [Letterreement for Grant of Restricted Shares STYLE="font-family:Times New Roman" SIZE="2"> NEWRACE LIMITED December17, 2010 To: Mr.Yifan Li 688 South Xizang Road Apartment 4-2903 STYLE="font-family:Times New Roman" SIZE="2">Shanghai 200011 Peoples Republic of China Re: Grant of Restricted Shares from Newrace Limited to Mr.Yifan Li STYLE="font-family:Times New Roman" SIZE="2">Dear Mr.Yifan Li:mpany] [SHARES PURCHASE OPTIONREEMENT STYLE="font-family:Times New Roman" SIZE="2">reement Effectivey Purchaser Hong Kong Seller Parties Party This Shares Purchase Optionreement (this RECITALS WHEREASmpany STYLE="font-family:Times New Roman" SIZE="2"> WHEREAS Option Shares WHEREAS NOW THEREFORE STYLE="font-family:Times New Roman" SIZE="2"> Definitions 1. Defined Terms (a) Bankruptcy Law (i) Businessy STYLE="font-family:Times New Roman" SIZE="2">(ii)] [DEED OF UNDERTAKING STYLE="font-family:Times New Roman" SIZE="2"> This DEED is made on January25, 2011. This DEED WITNESSES follows: 1. Interpretationreement Reference is made to that certain share purchase optionreementted of October25, 2010 by and between Lai Jianhui and Chu Lai Fan (the 2. Amendment The parties heretoree to amend thereement follows:] [Tier-one Distributionreement STYLE="font-family:Times New Roman" SIZE="2"> Party A (commissioning party): Zhengxing Wheel Party B (distributor): To maintain a healthy, stable and sustainable development of the market, Party A and Party B have reached the followingreement on Party Bs distribution of Party products. I. Brand, Distribution Regions and Minimum Annualles Revenue] [Three-party Distributionreement STYLE="font-family:Times New Roman" SIZE="2"> among Zhengxing Wheel Tier-one Distributors and Exclusive Tier-two Distributors Party A: Zhengxing Wheel Party B: (distributor) Party C: (retailer) Whereas: Party A is a leading wheel manufacturing enterprise in the wheel manufacturing industry in China; Party B is a tier-one distributor of Party] [Wheel Distributor STYLE="font-family:Times New Roman" SIZE="2"> Strategicoperation Frameworkreement This Strategicoperation Frameworkreement (thisreement) is entered into on Zhengxing Wheel and Whereas 1. Party A is a leading wheel manufacturing enterprise in thes wheel manufacturing industry; 2. Party B is a distributor engaged in theles of wheels based in] [Automotive Manufacturer STYLE="font-family:Times New Roman" SIZE="2"> Strategicoperation Frameworkreement This Strategicoperation Frameworkreement (thisreement) is entered into on Zhengxing Wheel and Whereas 1. Party A is a leading wheel manufacturing enterprise in thes wheel manufacturing industry; 2. Party B is a key manufacturer of automotives based in] [Year STYLE="font-family:Times New Roman" SIZE="2"> Purchase andlereement STYLE="font-family:Times New Roman" SIZE="2"> Party A: Bengang Steel Plates Party B: Zhengxing Wheel STYLE="font-family:Times New Roman" SIZE="2">Party A and Party B, based on the principles of mutual benefit, have negotiated on an equal basis and reached the followingreement on the purchase of hot-rolled products in] [STYLE="font-family:Times New Roman" SIZE="2">Patent Licensereement Licensor: Lai Jianhuidress: No.24, Shuiwei, Xitou Village, Qiling Xiang, Pingheunty, Fujian Province STYLE="font-family:Times New Roman" SIZE="2">Licensee: Zhengxing Wheeldress: Right side, 73km stake, North Circle Road State Highway 319, Zhangzhou, Fujian Province Lai Jianhui, being the legal owner of the following patents:] [STYLE="font-family:Times New Roman" SIZE="2">Patent Licensereement Licensor: Lai Jianhuidress: No.24, Shuiwei, Xitou Village, Qiling Xiang, Pingheunty, Fujian Province STYLE="font-family:Times New Roman" SIZE="2">Licensee: Zhengxing Wheeldress: Right side, 73km stake, North Circle Road State Highway 319, Zhangzhou, Fujian Province Lai Jianhui, being the legal owner of the following patents:] [List of Subsidiaries STYLE="font-family:Times New Roman" SIZE="2"> Name Place oforporation 1. China Wheel Limited Hong Kong 2. Zhengxing Wheel The Peoples Republic of China 3. Zhengxing Langfang Wheel The Peoples Republic of China 4. Zhengxing Chengdu Wheel The Peoples Republic of China] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM STYLE="font-family:Times New Roman" SIZE="2"> Wesonsent to the reference to us under the heading Selectednsolidated Financialta and Experts in such Prospectus. Hong Kong April 19, 2011NSENT OF DELOITTE TOUCH TOHMATSU dex231.htm 25 EX-23.1] [[Frost& Sullivan letterhead] STYLE="font-family:Times New Roman" SIZE="2"> April 19, 2011 China Zenix Auto International Limited No.1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 Peoples Republic of China Fax: +86 596-2600558 China Zenix Auto International Limited STYLE="font-family:Times New Roman" SIZE="2">Re: Dear Sirs, Registration Statement SEC Proposed IPO We understand that China Zenix Auto International] [STYLE="font-family:Times New Roman" SIZE="2">April 19, 2011 China Zenix Auto International Limited No.1608, North Circle Road State Highway Zhangzhou, Fujian Province 63000 Peoples Republic of China Ladies and Gentlemen: STYLE="font-family:Times New Roman" SIZE="2">Sincerely yours, William John SharpNSENT OF MR. WILLIAM JOHN SHARP, AN INDEPENDENT DIRECTOR APPOINTEE dex236.htm 27 EX-23.6] [STYLE="font-family:Times New Roman" SIZE="2">April 19, 2011 China Zenix Auto International Limited No.1608, North Circle Road State Highway Zhangzhou, Fujian Province 63000 Peoples Republic of China Ladies and Gentlemen: STYLE="font-family:Times New Roman" SIZE="2">Sincerely yours, Xu GaoNSENT OF MR. XU GAO, AN INDEPENDENT DIRECTOR APPOINTEE dex237.htm 28 EX-23.7] [STYLE="font-family:Times New Roman" SIZE="2">April 19, 2011 China Zenix Auto International Limited No.1608, North Circle Road State Highway Zhangzhou, Fujian Province 63000 Peoples Republic of China Ladies and Gentlemen: STYLE="font-family:Times New Roman" SIZE="2">Sincerely yours, Yichun ZhangNSENT OF MR. YICHUN ZHANG, AN INDEPENDENT DIRECTOR APPOINTEE dex238.htm 29 EX-23.8] [CHINA ZENIX AUTO INTERNATIONAL LIMITED STYLE="font-family:Times New Roman" SIZE="2">DE OF BUSINESSNDUCT AND ETHICS Approved: March 2011 -1- TABLE OFNTENTS 1. General Policy 3 2.mpliance with the Law 4 3. Publicly Traded Securities 4 4.nfidential Information 5 5. Protection and Proper Use ofmpanysets 5 6.] [34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China Telephone: (86-10) 5809-1000Facsimile: (86-10) 5809-1100 STYLE="font-family:Times New Roman" SIZE="2">April 19, 2011 China Zenix Auto International Limited No.1608, North Circle Road State Highway, Zhangzhou, Fujian Province 363000 Peoples Republic of China Re: China Zenix Auto International Limited STYLE="font-family:Times New Roman" SIZE="2">Dear Sirs:]

By | 2016-02-04T23:39:56+00:00 April 19th, 2011|Categories: Chinese Stocks, SEC Original, ZX|Tags: , , , , , |0 Comments
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ZX [China Zenix Auto International] F-1: CALCULATION OF REGISTRATION FEE Title of Each Class

[CALCULATION OF REGISTRATION FEE Title of Each Class ofSecurities to be RegisteredSTYLE="vertical-align:baseline; position:relative; bottom:.8ex">(1)(2) ProposedMaximumAggregate Amountof Ordinary shares, par value US$0.0001 per ordinary share US$250,000,000 US$29,025 (1) American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No.333-). Each American depositary] [BVIMPANY NUMBER: 1492903 STYLE="font-family:Times New Roman" SIZE="2"> TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESSMPANIES ACT, 2004 MEMORANDUM AND ARTICLES STYLE="font-family:Times New Roman" SIZE="2"> OFSOCIATION OF RICHWHEEL LIMITED AMPANY LIMITED BY SHARESorporated on the 11thy of July, 2008 STYLE="font-family:Times New Roman" SIZE="2">ORPORATED IN THE BRITISH VIRGIN ISLANDS] [CHINA ZENIX AUTO INTERNATIONAL LIMITED STYLE="font-family:Times New Roman" SIZE="2">mpany (the WE, Walkersrporate Services (BVI) Limited, HEREBY CERTIFY THAT the following resolution was passed by the board of directors of thempany on 21February 2011. IT WAS RESOLVED 6.2 Thempany is authorised to issue a maximum of 500,000,000 Shares of a single class each with a par] [TERRITORY OF THE BRITISH VIRGIN ISLANDS STYLE="font-family:Times New Roman" SIZE="2"> BVI BUSINESSMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF CHINA ZENIX AUTO INTERNATIONAL LIMITED (Adopted by way of a resolution of shareholders on 24 March 2011) NAME 1. CHINA ZENIX AUTO INTERNATIONAL LIMITEDmpany The name of thempany is] [CHINA ZENIX AUTO INTERNATIONAL LIMITED BVI Businessmpany STYLE="font-family:Times New Roman" SIZE="1"LOR="#FFFFFF">Limited by Shares (Incorporated under the BVI Businessmpanies Act, 2004 of the British Virgin Islands) (thempany) With BVImpany Number 1492903 STYLE="font-family:Times New Roman" SIZE="1"LOR="#FFFFFF">Share Certificate Certificate Number Number of Shares STYLE="font-family:Times New Roman" SIZE="1"LOR="#FFFFFF">Authorised to issue a maximum of 500,000,000 sharesnsisting of:] [CHINA ZENIX AUTO INTERNATIONAL LIMITED AND STYLE="font-family:Times New Roman" SIZE="2">THE BANK OF NEW YORK MELLON Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Depositreementted of TABLE OFNTENTS ARTICLE1. DEFINITIONS 1 SECTION1.01 American Depositary Shares. 1 SECTION1.02mmission. 2 SECTION1.03mpany. 2 SECTION1.04 Custodian. 2 SECTION1.05] [STYLE="font-family:Times New Roman" SIZE="2"> Share Subscription and Shareholdersreementncerning The Joint Establishment of RICHWHEEL LIMITED STYLE="font-family:Times New Roman" SIZE="2">By NEWRACE LIMITED And RICHBURGS LIMITED Thereement was entered into by and between the following two Parties on August10, 2008 in Hong Kongecialministrative Region of the Peoples Republic of China:] [Supplementaryreement STYLE="font-family:Times New Roman" SIZE="2"> This Supplementaryreement was entered into by the following parties on August12, 2008 in Hong Kongecialministrative Region of the Peoples Republic of China. NEWRACE LIMITED August8, 2008 Sea Meadow House, Black Burne Hightway, Road Town, and Tortola. (NEWRACE) RICHBURGS LIMITED July10, 2008] [STYLE="font-family:Times New Roman" SIZE="2">[Letterhead of Walkers] 19 April 2011 Our Ref: DW/NK/R1585-H05277 China Zenix Auto International Limited No.1608, North Circle Road State Highway STYLE="font-family:Times New Roman" SIZE="2">Zhangzhou, Fujian Province 363000 Peoples Republic of China Dear Sirs China Zenix Auto International Limitedmpany Registration Statement Selling Shareholders Ordinary Shares We have acted British Virgin Islands legalvisers to] [STYLE="font-family:Times New Roman" SIZE="2">[Letterhead of Ropes& Gray] April 19, 2011 China Zenix Auto International Limited No.1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 Peoples Republic of China Ladies and Gentlemen: We have examined the Registration Statement. Indition, we have examined, and have relied to matters of fact upon, originals, or duplicates or certified] [CHINA ZENIX AUTO INTERNATIONAL LIMITED STYLE="font-family:Times New Roman" SIZE="2"> 2011 SHAREENTIVE PLAN Purposes of the Plan 1. Definitions STYLE="font-family:Times New Roman" SIZE="2">2.ministrator STYLE="font-family:Times New Roman" SIZE="2">(a) Affiliatesociate STYLE="font-family:Times New Roman" SIZE="2">(b) (c) Articles (d)sumed (e) Award STYLE="font-family:Times New Roman" SIZE="2">(f) Awardreement (g) Board (h) Change inntrol] [INDEMNIFICATIONREEMENT STYLE="font-family:Times New Roman" SIZE="2">reement Effectivetempany Indemnitee This INDEMNIFICATIONREEMENT (this WHEREAS, thempany believes it is essential to retain and attract qualified directors and officers; WHEREAS, the Indemnitee is a director and/or officer of thempany; WHEREAS, both thempany and the Indemnitee recognize thereased risk of litigation and other claims beingsertedainst directors and officers of publicmpanies;] [EMPLOYMENTREEMENT STYLE="font-family:Times New Roman" SIZE="2">reement Effectivetempany Executive EMPLOYMENTREEMENT (this W I T N E S S E T H STYLE="font-family:Times New Roman" SIZE="2"> STYLE="font-family:Times New Roman" SIZE="2">Innsideration of the mutualvenants hereinntained, thempany and Executive herebyree follows: Employment 1. STYLE="font-family:Times New Roman" SIZE="2">] [Letterreement for Grant of Restricted Shares STYLE="font-family:Times New Roman" SIZE="2"> NEWRACE LIMITED December17, 2010 To: Mr.Yifan Li 688 South Xizang Road Apartment 4-2903 STYLE="font-family:Times New Roman" SIZE="2">Shanghai 200011 Peoples Republic of China Re: Grant of Restricted Shares from Newrace Limited to Mr.Yifan Li STYLE="font-family:Times New Roman" SIZE="2">Dear Mr.Yifan Li:mpany] [SHARES PURCHASE OPTIONREEMENT STYLE="font-family:Times New Roman" SIZE="2">reement Effectivey Purchaser Hong Kong Seller Parties Party This Shares Purchase Optionreement (this RECITALS WHEREASmpany STYLE="font-family:Times New Roman" SIZE="2"> WHEREAS Option Shares WHEREAS NOW THEREFORE STYLE="font-family:Times New Roman" SIZE="2"> Definitions 1. Defined Terms (a) Bankruptcy Law (i) Businessy STYLE="font-family:Times New Roman" SIZE="2">(ii)] [DEED OF UNDERTAKING STYLE="font-family:Times New Roman" SIZE="2"> This DEED is made on January25, 2011. This DEED WITNESSES follows: 1. Interpretationreement Reference is made to that certain share purchase optionreementted of October25, 2010 by and between Lai Jianhui and Chu Lai Fan (the 2. Amendment The parties heretoree to amend thereement follows:] [Tier-one Distributionreement STYLE="font-family:Times New Roman" SIZE="2"> Party A (commissioning party): Zhengxing Wheel Party B (distributor): To maintain a healthy, stable and sustainable development of the market, Party A and Party B have reached the followingreement on Party Bs distribution of Party products. I. Brand, Distribution Regions and Minimum Annualles Revenue] [Three-party Distributionreement STYLE="font-family:Times New Roman" SIZE="2"> among Zhengxing Wheel Tier-one Distributors and Exclusive Tier-two Distributors Party A: Zhengxing Wheel Party B: (distributor) Party C: (retailer) Whereas: Party A is a leading wheel manufacturing enterprise in the wheel manufacturing industry in China; Party B is a tier-one distributor of Party] [Wheel Distributor STYLE="font-family:Times New Roman" SIZE="2"> Strategicoperation Frameworkreement This Strategicoperation Frameworkreement (thisreement) is entered into on Zhengxing Wheel and Whereas 1. Party A is a leading wheel manufacturing enterprise in thes wheel manufacturing industry; 2. Party B is a distributor engaged in theles of wheels based in] [Automotive Manufacturer STYLE="font-family:Times New Roman" SIZE="2"> Strategicoperation Frameworkreement This Strategicoperation Frameworkreement (thisreement) is entered into on Zhengxing Wheel and Whereas 1. Party A is a leading wheel manufacturing enterprise in thes wheel manufacturing industry; 2. Party B is a key manufacturer of automotives based in] [Year STYLE="font-family:Times New Roman" SIZE="2"> Purchase andlereement STYLE="font-family:Times New Roman" SIZE="2"> Party A: Bengang Steel Plates Party B: Zhengxing Wheel STYLE="font-family:Times New Roman" SIZE="2">Party A and Party B, based on the principles of mutual benefit, have negotiated on an equal basis and reached the followingreement on the purchase of hot-rolled products in] [STYLE="font-family:Times New Roman" SIZE="2">Patent Licensereement Licensor: Lai Jianhuidress: No.24, Shuiwei, Xitou Village, Qiling Xiang, Pingheunty, Fujian Province STYLE="font-family:Times New Roman" SIZE="2">Licensee: Zhengxing Wheeldress: Right side, 73km stake, North Circle Road State Highway 319, Zhangzhou, Fujian Province Lai Jianhui, being the legal owner of the following patents:] [STYLE="font-family:Times New Roman" SIZE="2">Patent Licensereement Licensor: Lai Jianhuidress: No.24, Shuiwei, Xitou Village, Qiling Xiang, Pingheunty, Fujian Province STYLE="font-family:Times New Roman" SIZE="2">Licensee: Zhengxing Wheeldress: Right side, 73km stake, North Circle Road State Highway 319, Zhangzhou, Fujian Province Lai Jianhui, being the legal owner of the following patents:] [List of Subsidiaries STYLE="font-family:Times New Roman" SIZE="2"> Name Place oforporation 1. China Wheel Limited Hong Kong 2. Zhengxing Wheel The Peoples Republic of China 3. Zhengxing Langfang Wheel The Peoples Republic of China 4. Zhengxing Chengdu Wheel The Peoples Republic of China] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM STYLE="font-family:Times New Roman" SIZE="2"> Wesonsent to the reference to us under the heading Selectednsolidated Financialta and Experts in such Prospectus. Hong Kong April 19, 2011NSENT OF DELOITTE TOUCH TOHMATSU dex231.htm 25 EX-23.1] [[Frost& Sullivan letterhead] STYLE="font-family:Times New Roman" SIZE="2"> April 19, 2011 China Zenix Auto International Limited No.1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 Peoples Republic of China Fax: +86 596-2600558 China Zenix Auto International Limited STYLE="font-family:Times New Roman" SIZE="2">Re: Dear Sirs, Registration Statement SEC Proposed IPO We understand that China Zenix Auto International] [STYLE="font-family:Times New Roman" SIZE="2">April 19, 2011 China Zenix Auto International Limited No.1608, North Circle Road State Highway Zhangzhou, Fujian Province 63000 Peoples Republic of China Ladies and Gentlemen: STYLE="font-family:Times New Roman" SIZE="2">Sincerely yours, William John SharpNSENT OF MR. WILLIAM JOHN SHARP, AN INDEPENDENT DIRECTOR APPOINTEE dex236.htm 27 EX-23.6] [STYLE="font-family:Times New Roman" SIZE="2">April 19, 2011 China Zenix Auto International Limited No.1608, North Circle Road State Highway Zhangzhou, Fujian Province 63000 Peoples Republic of China Ladies and Gentlemen: STYLE="font-family:Times New Roman" SIZE="2">Sincerely yours, Xu GaoNSENT OF MR. XU GAO, AN INDEPENDENT DIRECTOR APPOINTEE dex237.htm 28 EX-23.7] [STYLE="font-family:Times New Roman" SIZE="2">April 19, 2011 China Zenix Auto International Limited No.1608, North Circle Road State Highway Zhangzhou, Fujian Province 63000 Peoples Republic of China Ladies and Gentlemen: STYLE="font-family:Times New Roman" SIZE="2">Sincerely yours, Yichun ZhangNSENT OF MR. YICHUN ZHANG, AN INDEPENDENT DIRECTOR APPOINTEE dex238.htm 29 EX-23.8] [CHINA ZENIX AUTO INTERNATIONAL LIMITED STYLE="font-family:Times New Roman" SIZE="2">DE OF BUSINESSNDUCT AND ETHICS Approved: March 2011 -1- TABLE OFNTENTS 1. General Policy 3 2.mpliance with the Law 4 3. Publicly Traded Securities 4 4.nfidential Information 5 5. Protection and Proper Use ofmpanysets 5 6.] [34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China Telephone: (86-10) 5809-1000Facsimile: (86-10) 5809-1100 STYLE="font-family:Times New Roman" SIZE="2">April 19, 2011 China Zenix Auto International Limited No.1608, North Circle Road State Highway, Zhangzhou, Fujian Province 363000 Peoples Republic of China Re: China Zenix Auto International Limited STYLE="font-family:Times New Roman" SIZE="2">Dear Sirs:]

By | 2016-02-04T23:40:46+00:00 April 19th, 2011|Categories: Chinese Stocks, Webplus ver, ZX|Tags: , , , , , |0 Comments
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MY [CHINA MING YANG WIND POWER] F-1: (Original Filing)

[PROSPECTUS (Subject to Completion) Issued , 2011 15,000,000 American Depositary Shares China Ming Yang Wind Power Group Limited Representing 15,000,000 Ordinary Shares The selling shareholders identified in this prospectus are offering an aggregate of 15,000,000 American depositary shares, or ADSs, each representing one ordinary share of China Ming Yang Wind Power Group Limited, par value US$0.001 per share. We will] [Our ref RDS\654651\4476739v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com China Ming Yang Wind Power Group Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 People’s Republic of China 18 April 2011 Dear Sirs China Ming Yang Wind Power Group Limited Company Registration Statement Offering ADSs Ordinary Shares We have acted as Cayman Islands legal] [Opinion of Simpson Thacher & Bartlett LLP FORM OF OPINION OF SIMPSON THACHER & BARTLETT LLP [LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP] — [ China Ming Yang Wind Power Group Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 People’s Republic of China Ladies and Gentlemen: We have examined the Registration Statement. In addition,] [April 18, 2011 China Ming Yang Wind Power Group Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 People’s Republic of China PRC Company ADSs We are qualified lawyers of the People’s Republic of China (the “ PRC Laws Registration Statement SEC Prospectus For the purpose of the Listing, we have been requested to issue] [BY POST China Ming Yang Wind Power Group Limited Email Voon.keat.lai@shlegal.com Jianye Road, Mingyang Industry Park Direct line +852 25332790 National Hi-Tech Industrial Development Zone Direct fax +852 31503790 Zhongshan, Guangdong 528431 Our ref VKL/LCK/GDMY01/BG2116H/ The People’s Republic of China OO013e04 18 April 2011 Dear Sirs, LEGAL OPINION ON CERTAIN HONG KONG TAX MATTERS We are a firm of solicitors] [Contract No. MYJSXK20101015-1 Technology License Agreement Licensing of Mingyang 1.5MW Wind Turbine Design and Manufacturing Technology Inner Mongolia Mingyang Wind Power Equipment Co., Ltd. Licensee (Party A): Guangdong Mingyang Wind Power Industry Group Co., Ltd. Licensor (Party B): October 2010 Signing Time: Zhongshan, Guangdong Signing Place: Within the operation period of Inner Mongolia Mingyang Wind Power Equipment Co., Ltd. Validity] [Real Estate Sales Contract of Guangdong Province (Applicable to Sales of Second-Hand House) This contract is provided by Zhongshan Municipal Bureau of National Land Resources free of charge Real Estate Sales Contract (Contract No.: By and between: Zhongshan Mingyang Electrical Appliances Co., Ltd China Party A (Assignor): 442000400000499 Identity card No./Passport No./Business License Registration No.: Daling Administration District, Zhongshan Torch] [Machinery Transfer Agreement Contract No.: MY-FD091230 Subject: Assignment of computer and low voltage switch cabinet Location: Zhongshan, Guangdong province, P.R.China Party A (Assignor): Zhongshan Mingyang Electrical Appliances Co., Ltd. Address: Daling Administrative District, Torch Industrial Development Zone, Zhongshan, Guangdong Province Postal Code: 528437 Bank: Agricultural Bank of China, Zhongshan Torch Development Zone Sub-brance A/C No.: 44-319101040004287 Tel.: 0760-85313262 Fax: 0760-85313162] [Consent of Independent Registered Public Accounting Firm The Board of Directors China Ming Yang Wind Power Group Limited: We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the registration statement. Hong Kong, China April 18, 2011 EX-23.1 9 dex231.htm CONSENT OF KPMG] [Room 2608, 2609, Fosun International Center China Ming Yang Wind Power Group Limited No.237 Chaoyang North Road Jianye Road, Mingyang Industry Park Chaoyang District National Hi-Tech Industrial Development Zone Beijing 100020 Zhongshan, Guangdong Province 528437 P. R. China People’s Republic of China Phone +86 10 65 88 70 55 Fax +86 10 65 88 2909 www.gI-garradhassan.com 18 th April 2011] [April 18th, 2011 To: China Ming Yang Wind Power Group Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong Province 528437 People’s Republic of China Dear Sirs, Black & Veatch EX-23.7 11 dex237.htm CONSENT OF BLACK & VEATCH]

By | 2016-03-01T02:22:46+00:00 April 18th, 2011|Categories: Chinese Stocks, MY, SEC Original|Tags: , , , , , |0 Comments
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MY [CHINA MING YANG WIND POWER] F-1: PROSPECTUS (Subject to Completion) Issued , 2011 15,000,000

[PROSPECTUS (Subject to Completion) Issued , 2011 15,000,000 American Depositary Shares China Ming Yang Wind Power Group Limited Representing 15,000,000 Ordinary Shares The selling shareholders identified in this prospectus are offering an aggregate of 15,000,000 American depositary shares, or ADSs, each representing one ordinary share of China Ming Yang Wind Power Group Limited, par value US$0.001 per share. We will] [Our ref RDS\654651\4476739v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com China Ming Yang Wind Power Group Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 People’s Republic of China 18 April 2011 Dear Sirs China Ming Yang Wind Power Group Limited Company Registration Statement Offering ADSs Ordinary Shares We have acted as Cayman Islands legal] [Opinion of Simpson Thacher & Bartlett LLP FORM OF OPINION OF SIMPSON THACHER & BARTLETT LLP [LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP] — [ China Ming Yang Wind Power Group Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 People’s Republic of China Ladies and Gentlemen: We have examined the Registration Statement. In addition,] [April 18, 2011 China Ming Yang Wind Power Group Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 People’s Republic of China PRC Company ADSs We are qualified lawyers of the People’s Republic of China (the “ PRC Laws Registration Statement SEC Prospectus For the purpose of the Listing, we have been requested to issue] [BY POST China Ming Yang Wind Power Group Limited Email Voon.keat.lai@shlegal.com Jianye Road, Mingyang Industry Park Direct line +852 25332790 National Hi-Tech Industrial Development Zone Direct fax +852 31503790 Zhongshan, Guangdong 528431 Our ref VKL/LCK/GDMY01/BG2116H/ The People’s Republic of China OO013e04 18 April 2011 Dear Sirs, LEGAL OPINION ON CERTAIN HONG KONG TAX MATTERS We are a firm of solicitors] [Contract No. MYJSXK20101015-1 Technology License Agreement Licensing of Mingyang 1.5MW Wind Turbine Design and Manufacturing Technology Inner Mongolia Mingyang Wind Power Equipment Co., Ltd. Licensee (Party A): Guangdong Mingyang Wind Power Industry Group Co., Ltd. Licensor (Party B): October 2010 Signing Time: Zhongshan, Guangdong Signing Place: Within the operation period of Inner Mongolia Mingyang Wind Power Equipment Co., Ltd. Validity] [Real Estate Sales Contract of Guangdong Province (Applicable to Sales of Second-Hand House) This contract is provided by Zhongshan Municipal Bureau of National Land Resources free of charge Real Estate Sales Contract (Contract No.: By and between: Zhongshan Mingyang Electrical Appliances Co., Ltd China Party A (Assignor): 442000400000499 Identity card No./Passport No./Business License Registration No.: Daling Administration District, Zhongshan Torch] [Machinery Transfer Agreement Contract No.: MY-FD091230 Subject: Assignment of computer and low voltage switch cabinet Location: Zhongshan, Guangdong province, P.R.China Party A (Assignor): Zhongshan Mingyang Electrical Appliances Co., Ltd. Address: Daling Administrative District, Torch Industrial Development Zone, Zhongshan, Guangdong Province Postal Code: 528437 Bank: Agricultural Bank of China, Zhongshan Torch Development Zone Sub-brance A/C No.: 44-319101040004287 Tel.: 0760-85313262 Fax: 0760-85313162] [Consent of Independent Registered Public Accounting Firm The Board of Directors China Ming Yang Wind Power Group Limited: We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the registration statement. Hong Kong, China April 18, 2011 EX-23.1 9 dex231.htm CONSENT OF KPMG] [Room 2608, 2609, Fosun International Center China Ming Yang Wind Power Group Limited No.237 Chaoyang North Road Jianye Road, Mingyang Industry Park Chaoyang District National Hi-Tech Industrial Development Zone Beijing 100020 Zhongshan, Guangdong Province 528437 P. R. China People’s Republic of China Phone +86 10 65 88 70 55 Fax +86 10 65 88 2909 www.gI-garradhassan.com 18 th April 2011] [April 18th, 2011 To: China Ming Yang Wind Power Group Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong Province 528437 People’s Republic of China Dear Sirs, Black & Veatch EX-23.7 11 dex237.htm CONSENT OF BLACK & VEATCH]

By | 2016-03-01T02:24:22+00:00 April 18th, 2011|Categories: Chinese Stocks, MY, Webplus ver|Tags: , , , , , |0 Comments
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MY [CHINA MING YANG WIND POWER] F-1: (Original Filing)

[STYLE="font-family:Times New Roman" SIZE="2"LOR="#cc062a">PROSPECTUS (Subject tompletion) Issued , 2011 15,000,000 American Depositary Shares China Ming Yang Wind Power Limited Representing 15,000,000 Ordinary Shares The selling shareholders identified in this prospectus are offering angregate of 15,000,000 American depositary shares, orSs, each representing one ordinary share of China Ming Yang Wind Power Limited, par value US$0.001 per] [Ourref RDS\654651\4476739v1 Directtel +852 2971 3046 Email richard.spooner@maplesandcalder.com China Ming Yang Wind Power Limited Jianye Road, Mingyang Industry Park STYLE="font-family:Times New Roman" SIZE="2">National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 Peoples Republic of China 18April 2011 Dear Sirs China Ming Yang Wind Power Limitedmpany Registration Statement OfferingSs] [Opinion of Simpson Thacher & Bartlett STYLE="font-family:Times New Roman" SIZE="2">FORM OF OPINION OF SIMPSON THACHER & BARTLETT [LETTERHEAD OF SIMPSON THACHER& BARTLETT] [ STYLE="font-family:Times New Roman" SIZE="2">China Ming Yang Wind Power Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 Peoples Republic of China] [April 18, 2011 China Ming Yang Wind Power Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 STYLE="font-family:Times New Roman" SIZE="2">Peoples Republic of ChinampanySs We are qualified lawyers of the Peoples Republic of China (the Laws Registration Statement SEC Prospectus For the purpose of the Listing, we have been requested] [BY POST China Ming Yang Wind Power Limited Email Voon.keat.lai@shlegal.com Jianye Road, Mingyang Industry Park Direct line +852 25332790 National Hi-Tech Industrial Development Zone Direct fax +852 31503790 Zhongshan, Guangdong 528431 Our ref VKL/LCK/GDMY01/BG2116H/ The Peoples Republic of China OO013e04 18 April 2011 Dear Sirs, LEGAL OPINION ON CERTAIN HONG KONG TAX MATTERS] [STYLE="font-family:Times New Roman" SIZE="2">Contract No. MYJSXK20101015-1 Technology Licensereement Licensing of Mingyang 1.5MW Wind Turbine Design and Manufacturing Technology Inner Mongolia Mingyang Wind Power Equipment Licensee (Party A): Guangdong Mingyang Wind Power Industry STYLE="font-family:Times New Roman" SIZE="2">Licensor (Party B): October 2010 Signing Time: Zhongshan, Guangdong STYLE="font-family:Times New Roman" SIZE="2">Signing Place:] [STYLE="font-family:Times New Roman" SIZE="2">Real Estatelesntract of Guangdong Province (Applicable toles of Second-Hand House) Thisntract is provided by Zhongshan Municipal Bureau of National Land Resources free of charge STYLE="font-family:Times New Roman" SIZE="2"> Real Estatelesntract (Contract No.: By and between: STYLE="font-family:Times New Roman" SIZE="2"> Zhongshan Mingyang Electrical Appliances] [Machinery Transferreement STYLE="font-family:Times New Roman" SIZE="2">ntract No.: MY-FD091230 Subject:signment ofmputer and low voltage switchbinet STYLE="font-family:Times New Roman" SIZE="2">Location: Zhongshan, Guangdong province, P.R.China Party A (Assignor): Zhongshan Mingyang Electrical Appliances STYLE="font-family:Times New Roman" SIZE="2">Address:lingministrative District, Torch Industrial Development Zone, Zhongshan, Guangdong Province STYLE="font-family:Times New Roman" SIZE="2">Postalde: 528437] [Consent of Independent Registered Public Accounting Firm STYLE="font-family:Times New Roman" SIZE="2"> The Board of Directors China Ming Yang Wind Power Limited: STYLE="font-family:Times New Roman" SIZE="2">Wensent to the use of our reportluded herein and to the reference to our firm under the heading Experts in the registration statement. Hong Kong, China] [Room 2608, 2609, Fosun International Center China Ming Yang Wind Power Limited No.237 Chaoyang North Road Jianye Road, Mingyang Industry Park Chaoyang District National Hi-Tech Industrial Development Zone Beijing 100020 Zhongshan, Guangdong Province 528437 P. R. China Peoples Republic of China Phone +86 10 65 88 70 55 Fax +86 10 65 88 2909] [April18th, 2011 To: China Ming Yang Wind Power Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong Province 528437 Peoples Republic of China Dear Sirs, Black & VeatchNSENT OF BLACK & VEATCH dex237.htm 11 EX-23.7]

By | 2016-02-05T01:38:42+00:00 April 18th, 2011|Categories: Chinese Stocks, MY, SEC Original|Tags: , , , , , |0 Comments
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MY [CHINA MING YANG WIND POWER] F-1: STYLE=”font-family:Times New Roman” SIZE=”2″LOR=”#cc062a”>PROSPECTUS (Subject tompletion) Issued ,

[STYLE="font-family:Times New Roman" SIZE="2"LOR="#cc062a">PROSPECTUS (Subject tompletion) Issued , 2011 15,000,000 American Depositary Shares China Ming Yang Wind Power Limited Representing 15,000,000 Ordinary Shares The selling shareholders identified in this prospectus are offering angregate of 15,000,000 American depositary shares, orSs, each representing one ordinary share of China Ming Yang Wind Power Limited, par value US$0.001 per] [Ourref RDS\654651\4476739v1 Directtel +852 2971 3046 Email richard.spooner@maplesandcalder.com China Ming Yang Wind Power Limited Jianye Road, Mingyang Industry Park STYLE="font-family:Times New Roman" SIZE="2">National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 Peoples Republic of China 18April 2011 Dear Sirs China Ming Yang Wind Power Limitedmpany Registration Statement OfferingSs] [Opinion of Simpson Thacher & Bartlett STYLE="font-family:Times New Roman" SIZE="2">FORM OF OPINION OF SIMPSON THACHER & BARTLETT [LETTERHEAD OF SIMPSON THACHER& BARTLETT] [ STYLE="font-family:Times New Roman" SIZE="2">China Ming Yang Wind Power Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 Peoples Republic of China] [April 18, 2011 China Ming Yang Wind Power Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 STYLE="font-family:Times New Roman" SIZE="2">Peoples Republic of ChinampanySs We are qualified lawyers of the Peoples Republic of China (the Laws Registration Statement SEC Prospectus For the purpose of the Listing, we have been requested] [BY POST China Ming Yang Wind Power Limited Email Voon.keat.lai@shlegal.com Jianye Road, Mingyang Industry Park Direct line +852 25332790 National Hi-Tech Industrial Development Zone Direct fax +852 31503790 Zhongshan, Guangdong 528431 Our ref VKL/LCK/GDMY01/BG2116H/ The Peoples Republic of China OO013e04 18 April 2011 Dear Sirs, LEGAL OPINION ON CERTAIN HONG KONG TAX MATTERS] [STYLE="font-family:Times New Roman" SIZE="2">Contract No. MYJSXK20101015-1 Technology Licensereement Licensing of Mingyang 1.5MW Wind Turbine Design and Manufacturing Technology Inner Mongolia Mingyang Wind Power Equipment Licensee (Party A): Guangdong Mingyang Wind Power Industry STYLE="font-family:Times New Roman" SIZE="2">Licensor (Party B): October 2010 Signing Time: Zhongshan, Guangdong STYLE="font-family:Times New Roman" SIZE="2">Signing Place:] [STYLE="font-family:Times New Roman" SIZE="2">Real Estatelesntract of Guangdong Province (Applicable toles of Second-Hand House) Thisntract is provided by Zhongshan Municipal Bureau of National Land Resources free of charge STYLE="font-family:Times New Roman" SIZE="2"> Real Estatelesntract (Contract No.: By and between: STYLE="font-family:Times New Roman" SIZE="2"> Zhongshan Mingyang Electrical Appliances] [Machinery Transferreement STYLE="font-family:Times New Roman" SIZE="2">ntract No.: MY-FD091230 Subject:signment ofmputer and low voltage switchbinet STYLE="font-family:Times New Roman" SIZE="2">Location: Zhongshan, Guangdong province, P.R.China Party A (Assignor): Zhongshan Mingyang Electrical Appliances STYLE="font-family:Times New Roman" SIZE="2">Address:lingministrative District, Torch Industrial Development Zone, Zhongshan, Guangdong Province STYLE="font-family:Times New Roman" SIZE="2">Postalde: 528437] [Consent of Independent Registered Public Accounting Firm STYLE="font-family:Times New Roman" SIZE="2"> The Board of Directors China Ming Yang Wind Power Limited: STYLE="font-family:Times New Roman" SIZE="2">Wensent to the use of our reportluded herein and to the reference to our firm under the heading Experts in the registration statement. Hong Kong, China] [Room 2608, 2609, Fosun International Center China Ming Yang Wind Power Limited No.237 Chaoyang North Road Jianye Road, Mingyang Industry Park Chaoyang District National Hi-Tech Industrial Development Zone Beijing 100020 Zhongshan, Guangdong Province 528437 P. R. China Peoples Republic of China Phone +86 10 65 88 70 55 Fax +86 10 65 88 2909] [April18th, 2011 To: China Ming Yang Wind Power Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong Province 528437 Peoples Republic of China Dear Sirs, Black & VeatchNSENT OF BLACK & VEATCH dex237.htm 11 EX-23.7]

By | 2016-02-05T01:39:30+00:00 April 18th, 2011|Categories: Chinese Stocks, MY, Webplus ver|Tags: , , , , , |0 Comments
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RENN [Renren] F-1: PROSPECTUS (SUBJECT TO COMPLETION) ISSUED APRIL 15, 2011

[PROSPECTUS (SUBJECT TO COMPLETION) ISSUED APRIL 15, 2011 53,100,000 American Depositary Shares Renren Inc. Representing 159,300,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Renren Inc. Each ADS represents three Class A ordinary shares of Renren Inc., par value US$0.001 per share. We are offering 42,898,711 ADSs, and the selling shareholders] [HE OMPANIES AW EVISION T F HE AYMAN SLANDS O OMPANY IMITED Y HARES C AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RENREN INC. by the special resolutions of the members on March 25, 2011) HE OMPANIES AW EVISION T F HE AYMAN SLANDS O OMPANY IMITED Y HARES C AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF RENREN] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF RENREN INC. Adopted by a Special Resolution passed on April 14, 2011 and effective immediately upon the completion of the Company’s initial public offering of Class A Ordinary Shares represented by American Depositary Shares 1. The name of the Company] [Renren Inc. Incorporated under the laws of the Cayman Islands Number: Class A Ordinary Shares: THIS IS TO CERTIFY THAT Class A Ordinary Shares in Renren Inc., a company incorporated under the laws of the Cayman Islands (the Company “ Executed as a deed by the Company as of the Director In the presence of:] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT [DATE] 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: ADS Record Date Section 1.1 “ Affiliate Section 1.2 “ 1] [EXECUTION VERSION OAK PACIFIC INTERACTIVE AMENDED AND RESTATED VOTING AGREEMENT AMENDED AND RESTATED VOTING AGREEMENT Agreement Company Schedule A Junior Preferred Investor Junior Preferred Investors Schedule B Founder Founders Schedule C UU Holders Schedule D Series C Investor Series C Investors Schedule E New Investor New Investors This RECITALS: Prior Agreement 1. This Agreement amends and restates that certain Voting] [EXECUTION VERSION OAK PACIFIC INTERACTIVE AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENT AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENT Agreement Company Schedule A Junior Preferred Investor Junior Preferred Investors Schedule B Founder Founders Schedule C UU Holders Schedule D Series C Investor Series C Investors Schedule E New Investor New Investors This RECITALS: Prior] [EXECUTION VERSION OAK PACIFIC INTERACTIVE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Agreement Company Schedule A Junior Preferred Investor Junior Preferred Investors Schedule B Founder Founders Schedule C UU Holders Schedule D Series C Investor Series C Investors Schedule E New Investor New Investors This RECITALS: Prior Agreement 1. This Agreement amends and restates that] [Execution Copy AGREEMENT THIS AGREEMENT “ Agreement Company “ Investor RECITALS Purchase Agreement Whereas, the Company and Investor entered into that certain Series D Securities Purchase Agreement, dated as of April 4, 2008 (the “ Voting Agreement M&AA Board NOW, THEREFORE Definitions Section 1. - 1 - Execution Copy Conditions to Investor’s Rights Section 2. (b) Investor hereby consents to] [FORM OF APPLEBY LEGAL OPINION e-mail: apaizes@applebyglobal.com direct dial: Tel: Fax: RENREN INC appleby ref: AGP/ 311904.0009 Dear Sirs [ ] 2011 Renren Inc. (the “Company”) Offering Option Shares Prospectus Registration Statement Commission This opinion as to Cayman Islands law is addressed to you in connection with the offer and sale by the Company (the “ 1. Underwriter Underwriting Agreement] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] April [ ], 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China American Depositary Shares of Renren Inc. (the “Company”) Re: Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals] [To: Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion on PRC Tax Matters PRC We are lawyers qualified in the People’s Republic of China (the — — We are acting as the PRC counsel for Renren Inc. (the A. Documents Examined, Definition and] [FORM OF APPLEBY LEGAL OPINION e-mail: apaizes@applebyglobal.com direct dial: Tel: Fax: RENREN INC. appleby ref: AGP/ 311904.0009 Dear Sirs [ ] 2011 Renren Inc. (the “Company”) Shares Registration Statement Commission We have acted as legal counsel in the Cayman Islands to the Company in connection with the offer and sale by the Company of certain Class A ordinary shares of] [OAK PACIFIC INTERACTIVE 2006 Equity Incentive Plan The Oak Pacific InterActive 2006 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors of Oak Pacific InterActive, an exempted company incorporated under the Companies Law (2004 revision) of Cayman Islands (the “Company”), effective as of February 27, 2006 and was approved by the Company’s shareholders on February 27, 2006.] [OAK PACIFIC INTERACTIVE 2008 Equity Incentive Plan The Oak Pacific Interactive 2008 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors of Oak Pacific Interactive, an exempted company incorporated under the Companies Law (2004 revision) of Cayman Islands (the “Company”), effective as of January 31, 2008. ARTICLE 1 PURPOSE The purpose of the Plan is to foster] [OAK PACIFIC INTERACTIVE 2009 Equity Incentive Plan The Oak Pacific Interactive 2009 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors of Oak Pacific Interactive, an exempted company incorporated under the Companies Law (2004 revision) of Cayman Islands (the “Company”), effective as of October 15, 2009. ARTICLE 1 PURPOSE The purpose of the Plan is to foster] [RENREN INC. 2011 SHARE INCENTIVE PLAN (Adopted by the board of directors on April 14, 2011 and approved by the shareholders on April 14, 2011.) ARTICLE 1 PURPOSE Plan Company The purpose of the Renren Inc. Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings] [FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT Agreement Company Indemnitee WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claim Agent Indemnification Event Expenses (i) 1 Derivative Actions except (ii) Reviewing Party Expense Advance (b) 2 Contribution (c) Securities Act Survival Regardless of Investigation (d) Change in Control M&A (e) Mandatory Payment of Expenses (f)] [FORM OF EMPLOYMENT AGREEMENT Agreement” Company Executive This EMPLOYMENT AGREEMENT (the “ RECITALS WHEREAS, 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) and under the terms and conditions of the Agreement; WHEREAS, the Executive desires to be employed by the Company during the] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) Qianxiang Shiji Technology Development (Beijing) Co., Ltd. PARTY A: Legal Address: Room 701A, South, Yinhai Plaza, Jia No. 10, Zhongguancun South Street, Haidian District, Beijing, China Legal Representative: Chen Yizhou (2) Beijing Qianxiang Tiancheng Technology Development Co., Ltd. PARTY B: Legal Address:] [AMENDED AND RESTATED EQUITY OPTION AGREEMENT Agreement PRC This Amended and Restated Equity Option Agreement (this “ (1) PARTY A: Qianxiang Shiji Technology Development (Beijing) Co., Ltd. Shi Ji Registered Address: Room 701A, South, Yinhai Plaza, Jia No. 10, Zhongguancun South Street, Haidian District, Beijing, China Legal Representative: Chen Yizhou and (2) PARTY B: Liu Jian Grantor PRC Identification Card] [AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Amended and Restated Equity Interest Pledge Agreement (this “ (1) PLEDGEE: Qianxiang Shiji Technology Development (Beijing) Co., Ltd. and (2) PLEDGOR: Liu Jian PRC Identification Card No: 310102197211124453 Residential Address: Room 1504, No.2, Nong 138, Nandan Road, Xuhui District, Shanghai, China Party Parties (individually a “ WHEREAS: A. Tian Cheng] [POWER OF ATTORNEY PRC Mr. Liu Shi Ji Tian Cheng Operations Agreement I, Yang Jing, citizen of the People’s Republic of China (the “ I hereby authorize and designate Mr. Liu to vote on my behalf at the shareholders’ meetings of Tian Cheng and exercise the full voting rights as its shareholder as granted to me by law and under] [SPOUSAL CONSENT SPOUSAL CONSENT EX-10.11 24 dex1011.htm SPOUSAL CONSENTS] [AMENDED AND RESTATED LOAN AGREEMENT Agreement PRC This Amended and Restated Loan Agreement (this “ by and between the following parties: (1) LENDER: Qianxiang Shiji Technology Development (Beijing) Co., Ltd. Registered Address: Room 701A, South, Yinhai Plaza, Jia No 10, Zhongguancun South Street, Haidian District, Beijing, China Legal Representative: Chen Yizhou and (2) BORROWER PRC Identification Card No: 310102197211124453 Residential] [AMENDED AND RESTATED EXCLUSIVE TECHNICAL SERVICE AGREEMENT Agreement PRC This Amended and Restated Exclusive Technical Service Agreement (this “ (1) Qianxiang Shiji Technology Development (Beijing) Co., Ltd. PARTY A: Legal Address: Room 701A, South, Yinhai Plaza, Jia No. 10, Zhongguancun South Street, Haidian District, Beijing, China Legal Representative: Chen Yizhou (2) Beijing Qianxiang Tiancheng Technology Development Co., Ltd. PARTY B:] [AMENDED AND RESTATED INTELLECTUAL PROPERTY RIGHT LICENSE AGREEMENT Agreement PRC This Amended and Restated Intellectual Property Right License Agreement (the “ (1) Qianxiang Shiji Technology Development (Beijing) Co., Ltd. The Licensor: and (2) Beijing Qianxiang Tiancheng Technology Development Co., Ltd. The Licensee: WHEREAS: A. Intellectual Property Rights Under the Agreement” B. The Licensee, a limited liability company registered in Beijing] [EXECUTION VERSION SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Agreement Seller Buyer This RECITALS: WHEREAS Target Shares Target Targets Target Class of Shares and percentage owned by Seller Number of Shares Mop.com, a Cayman Islands company Ordinary Shares, US$.0001 par value (100%) 87,037,000 Gummy Inc., a Japanese corporation Common Stock (100%) 15,495 Global Net Limited Ordinary Shares, US$.001 par value (19.9%)] [Execution Version OAK PACIFIC INTERACTIVE SERIES D SECURITIES PURCHASE AGREEMENT April 4, 2008 1. INTERPRETATION 1 2. PURCHASE AND SALE OF THE SERIES D SECURITIES 7 3. INVESTORS’ DELIVERABLES 9 4. 10 5. 21 6. 24 7. POST-CLOSING COVENANTS] [Execution Copy FIRST AMENDMENT TO THE SERIES D SECURITIES PURCHASE AGREEMENT Amendment Company Investor This First Amendment to the Series D Securities Purchase Agreement (this “ RECITALS Agreement The Company and the Investor entered into that certain Series D Securities Purchase Agreement, dated as of April 4, 2008 (the “ Capitalized terms used but not otherwise defined herein have the] [Execution Copy ACT TRANSFER THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “ OAK PACIFIC INTERACTIVE AMENDED AND RESTATED (2009) Company Exercise Price 1. 2. 2.1 Joinder Agreement provided Company Exercise Form - 2 - Exercise Date prior The respective dates of delivery of the aggregate Initial Exercise Price and the aggregate Remaining Exercise Price under clause] [EXECUTION VERSION ACT TRANSFER THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “ OAK PACIFIC INTERACTIVE SECOND AMENDED AND RESTATED (2010) Company Tranche 3 Exercise Period Call-Only Exercise Period Exercise Periods Exercise Price 1. 2. 2.1 Joinder Agreement Company Exercise Form - 2 - Exercise Date Each date of delivery of payment under clause (a) or (b)] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Renren Inc., a company incorporated in the Cayman Islands (the “ (2) Purchaser Purchasers Party, Parties each of the parties set forth in W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary Shares WHEREAS, the Company has filed a registration statement on Form] [REGISTRATION RIGHTS AGREEMENT Agreement REGISTRATION RIGHTS AGREEMENT (this “ (1) Company Renren Inc., a company incorporated in the Cayman Islands (the “ (2) Investor Investors Party Parties The Investors on the one hand, and the Company on the other hand, are sometimes herein referred to each as a “ RECITALS A. Subscription Agreement The Company and the Investors have entered] [Subsidiaries Place of Incorporation CIAC/ChinaInterActiveCorp Cayman Islands Qianxiang Shiji Technology Development PRC Variable Interest Entity Beijing Qianxiang Tiancheng Technology PRC Subsidiaries of Variable Interest Entity Beijing Qianxiang Wangjing Technology PRC Shanghai Qianxiang Changda Internet PRC Beijing Nuomi Wang Technology Development PRC 1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated April 15, 2011 relating to the consolidated financial statements of Renren Inc. and its subsidiaries and variable interest entities as of December 31, 2009 and 2010, and for the each of the three years in the period] [Huang Hui Chief Financial Officer Renren Inc. 23/F, Jing An Center, 8 North Third Ring Road East Beijing, China Postal Code: 100028 Subject: WRITTEN CONSENT TO REFERENCE MARSH FINANCIAL ADVISORY SERVICES LIMITED VALUATION IN F-1 FILING OF RENREN INC. Dear Ms. Huang: Yours faithfully, Marsh Financial Advisory Services Limited EX-23.5 37 dex235.htm CONSENT OF MARSH FINANCIAL ADVISORY SERVICES LIMITED] [April 15, 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China +86 (10) 8448-1818 Ladies and Gentlemen: Sincerely yours, 1 EX-23.6 38 dex236.htm CONSENT OF DEREK PALASCHUK] [April 15, 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China +86 (10) 8448-1818 Ladies and Gentlemen: Sincerely yours, 1 EX-23.7 39 dex237.htm CONSENT OF RUIGANG LI] [RENREN INC. CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors of Renren Inc. on April 11, 2011, effective upon the effectiveness of the Company’s Registration Statement on Form F-1 relating to the Company’s initial public offering) I. PURPOSE This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical] [— [ To: Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the People’s Republic of China (the “PRC”) and are qualified to issue opinions on PRC Laws (as defined in Section I). For the purpose of this legal]

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