ALN [American Lorain] S-1: (Original Filing)

[____________________________ FORM S-1 UNDER THE SECURITIES ACT OF 1933 AMERICAN LORAIN CORPORATION Nevada 2068 87-0430320 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) Beihuan Road United Corporate Services, Inc. (877) 734-8300 Copies to: Peter G. Smith, Esq. Bill Huo, Esq. Ari Edelman, Esq. Kramer Levin Naftalis & Frankel LLP 1177] [To: Board of Directors and Shareholders Consent of Independent Registered Public Accounting Firm We hereby consent to your disclosure of our audit report dated February 18, 2009 on the consolidated financial statements as of and for the years ended December 31, 2008 and 2007, of American Lorain Corporation, in the Registration Statement on Form S-1. For the purpose of the]

ALN [American Lorain] S-1: ____________________________ FORM S-1 UNDER THE SECURITIES ACT OF

[____________________________ FORM S-1 UNDER THE SECURITIES ACT OF 1933 AMERICAN LORAIN CORPORATION Nevada 2068 87-0430320 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) Beihuan Road United Corporate Services, Inc. (877) 734-8300 Copies to: Peter G. Smith, Esq. Bill Huo, Esq. Ari Edelman, Esq. Kramer Levin Naftalis & Frankel LLP 1177] [To: Board of Directors and Shareholders Consent of Independent Registered Public Accounting Firm We hereby consent to your disclosure of our audit report dated February 18, 2009 on the consolidated financial statements as of and for the years ended December 31, 2008 and 2007, of American Lorain Corporation, in the Registration Statement on Form S-1. For the purpose of the]

DHRM [Dehaier Medical Systems] S-1: (Original Filing)

[¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) Proposed Maximum Amount of Common Shares (2) $13,500,000 $753.30 (3) $1,620,150 $90.40 Total $15,120,150 $843.70 (4) (1) (2) (3) (4) Paid herewith. SUBJECT TO COMPLETION, DATED NOVEMBER 11, 2009 Registration Statement] [DEHAIER MEDICAL SYSTEMS LIMITED (a British Virgin Islands company) Minimum Offering: 1,250,000 Common Shares Maximum Offering: 1,500,000 Common Shares ($_____ per share) PLACEMENT AGREEMENT Anderson & Strudwick, Incorporated 707 East Main Street, 20 th Floor Richmond, Virginia 23219 Ladies and Gentlemen: Introduction 1. 2. Registration Statement and Prospectus (a) further amendments thereto will conform, in all material respects to the] [TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF DEHAIER MEDICAL SYSTEMS LIMITED A COMPANY LIMITED BY SHARES 1. REGISTERED SHARES 1.1 1.2 Any Shareholder receiving a certificate shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may] [TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Dehaier Medical Systems Limited A COMPANY LIMITED BY SHARES 1. DEFINITIONS AND INTERPRETATION 1.1 In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context: Act “ Articles “ Board “ business day] [DEHAIER MEDICAL SYSTEMS LIMITED ____________ ____, _____ Anderson & Strudwick, Incorporated 707 East Main Street 20 th Floor Richmond, Virginia 23219 Ladies and Gentlemen: 1. Notices of Record Date 2. No Impairment 3. 4. Exercise for Cash (a) Cashless Exercise (b) 2 Issuance of Certificates (c) Current Value (d) 3 Protection Against Dilution 5. Dividends, Subdivisions, Reclassifications, Etc (a) 4] [Serial. No:________________ Labor Contract Dehaier Medical Technology Ltd. Party A: Party B: LABOR CONTRACT Dehaier Medical Technology Co. Ltd. (hereinafter referred to as “Party A”) and Name of Employee: _______ Identification Card No.: _________ (hereinafter referred to as “Party B”) hereby execute this Contract in accordance with the applicable provisions of “The Labor Law of the People’s Republic of China”] [LOCK-UP AGREEMENT ________ ___,____________ By Facsimile (____________) By Facsimile ((804) 648-3404) Dehaier Medical Systems Limited Anderson & Strudwick, Incorporated 1223 Epoch Center 707 East Main Street No. 31 Zi Zhu Yuan Road 20 th Floor Haidian District, Beijing 100089 Richmond, Virginia 23219 People’s Republic of China Attn: L. McCarthy Downs, III, Attn: Ping Chen Senior Vice President CEO Re: Lock-Up] [DEHAIER MEDICAL SYSTEMS LIMITED 2009 SHARE INCENTIVE PLAN Purpose and Effective Date 1. (a) The purpose of the Dehaier Medical Systems Limited 2009 Share Incentive Plan (the “Plan”) is to further the long term stability and financial success of Dehaier Medical Systems Limited (the “Company”) by attracting and retaining personnel, including employees, non-employee directors, and consultants, through the use of] [List of Subsidiaries Dehaier Medical Systems Limited Subsidiary (Hong Kong): De-haier Medical Systems (Hong Kong) Limited Subsidiaries (PRC) Affiliate (PRC) Beijing Dehaier Technology Company Limited (controlled by certain executive officers; owns approximately 3.63% of PRC subsidiary)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on to Form S-1 of our report dated November 11, 2009 relating to the consolidate financial statements of Dehaier Medical Systems Limited and Affiliate and to the reference to our Firm under the caption “Experts” in the Prospectus. New York, New York] [DEHAIER MEDICAL SYSTEMS LIMITED CODE OF BUSINESS CONDUCT AND ETHICS This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide the employees of Dehaier Medical Systems Limited and its subsidiaries (the “Company”). All of our employees must] [November 6, 2009 Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 People’s Republic of China Dear Sirs, “PRC”) We are qualified lawyers of the People’s Republic of China (the Company “Registration Statement”), SEC Securities Act Shares We have acted as PRC counsel for Dehaier Medical Systems Limited, a company incorporated under]

DHRM [Dehaier Medical Systems] S-1: ¨ Large accelerated filer ¨ Accelerated filer ¨

[¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) Proposed Maximum Amount of Common Shares (2) $13,500,000 $753.30 (3) $1,620,150 $90.40 Total $15,120,150 $843.70 (4) (1) (2) (3) (4) Paid herewith. SUBJECT TO COMPLETION, DATED NOVEMBER 11, 2009 Registration Statement] [DEHAIER MEDICAL SYSTEMS LIMITED (a British Virgin Islands company) Minimum Offering: 1,250,000 Common Shares Maximum Offering: 1,500,000 Common Shares ($_____ per share) PLACEMENT AGREEMENT Anderson & Strudwick, Incorporated 707 East Main Street, 20 th Floor Richmond, Virginia 23219 Ladies and Gentlemen: Introduction 1. 2. Registration Statement and Prospectus (a) further amendments thereto will conform, in all material respects to the] [TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF DEHAIER MEDICAL SYSTEMS LIMITED A COMPANY LIMITED BY SHARES 1. REGISTERED SHARES 1.1 1.2 Any Shareholder receiving a certificate shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may] [TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Dehaier Medical Systems Limited A COMPANY LIMITED BY SHARES 1. DEFINITIONS AND INTERPRETATION 1.1 In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context: Act “ Articles “ Board “ business day] [DEHAIER MEDICAL SYSTEMS LIMITED ____________ ____, _____ Anderson & Strudwick, Incorporated 707 East Main Street 20 th Floor Richmond, Virginia 23219 Ladies and Gentlemen: 1. Notices of Record Date 2. No Impairment 3. 4. Exercise for Cash (a) Cashless Exercise (b) 2 Issuance of Certificates (c) Current Value (d) 3 Protection Against Dilution 5. Dividends, Subdivisions, Reclassifications, Etc (a) 4] [Serial. No:________________ Labor Contract Dehaier Medical Technology Ltd. Party A: Party B: LABOR CONTRACT Dehaier Medical Technology Co. Ltd. (hereinafter referred to as “Party A”) and Name of Employee: _______ Identification Card No.: _________ (hereinafter referred to as “Party B”) hereby execute this Contract in accordance with the applicable provisions of “The Labor Law of the People’s Republic of China”] [LOCK-UP AGREEMENT ________ ___,____________ By Facsimile (____________) By Facsimile ((804) 648-3404) Dehaier Medical Systems Limited Anderson & Strudwick, Incorporated 1223 Epoch Center 707 East Main Street No. 31 Zi Zhu Yuan Road 20 th Floor Haidian District, Beijing 100089 Richmond, Virginia 23219 People’s Republic of China Attn: L. McCarthy Downs, III, Attn: Ping Chen Senior Vice President CEO Re: Lock-Up] [DEHAIER MEDICAL SYSTEMS LIMITED 2009 SHARE INCENTIVE PLAN Purpose and Effective Date 1. (a) The purpose of the Dehaier Medical Systems Limited 2009 Share Incentive Plan (the “Plan”) is to further the long term stability and financial success of Dehaier Medical Systems Limited (the “Company”) by attracting and retaining personnel, including employees, non-employee directors, and consultants, through the use of] [List of Subsidiaries Dehaier Medical Systems Limited Subsidiary (Hong Kong): De-haier Medical Systems (Hong Kong) Limited Subsidiaries (PRC) Affiliate (PRC) Beijing Dehaier Technology Company Limited (controlled by certain executive officers; owns approximately 3.63% of PRC subsidiary)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on to Form S-1 of our report dated November 11, 2009 relating to the consolidate financial statements of Dehaier Medical Systems Limited and Affiliate and to the reference to our Firm under the caption “Experts” in the Prospectus. New York, New York] [DEHAIER MEDICAL SYSTEMS LIMITED CODE OF BUSINESS CONDUCT AND ETHICS This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide the employees of Dehaier Medical Systems Limited and its subsidiaries (the “Company”). All of our employees must] [November 6, 2009 Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 People’s Republic of China Dear Sirs, “PRC”) We are qualified lawyers of the People’s Republic of China (the Company “Registration Statement”), SEC Securities Act Shares We have acted as PRC counsel for Dehaier Medical Systems Limited, a company incorporated under]

AMCF [Andatee China Marine Fuel Services] S-1: Calculation of Registration Fee Title of Each Class

[Calculation of Registration Fee Title of Each Class of Securities to be Registered (1) Amount to be (2) Proposed Maximum (1) (2) Proposed Maximum Amount of (3) Units, each unit consisting of 1,380,000 6.00 8,280,000 761.76 (i) one share of common stock included in the Units 1,380,000] [SHARE EXCHANGE AGREEMENT RECITALS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE ARTICLE 1 THE EXCHANGE The Exchange Closing Taking of Necessary Action; Further Action ARTICLE 2 Organization Capitalization Certain Corporate Matters Authority Relative to this Agreement Consents and Approvals; No Violations 2 Books and Records 2.6 Litigation 2.7 Legal Compliance 2.8 Contracts Disclosure Material Events] [EX-2.2 10 v157258_ex2-2.htm] [EX-2.3 15 v157258_ex2-3.htm] [EX-3.1.I 22 v157258_ex3-1i.htm] [BYLAWS OF ANDATEE CHINA MARINE FUEL SERVICES CORPORATION ARTICLE I—OFFICES Section 1.01 Registered Office. Section 1.02 Locations of Offices. ARTICLE II—STOCKHOLDERS Section 2.01 Annual Meeting. Section 2.02 Special Meetings. Section 2.03 Place of Meetings. Section 2.04 Notice of Meetings. Section 2.05 Waiver of Notice. Section 2.06 Fixing Record Date. Section 2.07 Voting Lists. Section 2.08 Quorum. 2 Section 2.09 Vote] [SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- See Reverse for certain definitions ANDATEE CHINA MARINE FUEL SERVICES CORPORATION CUSIP __________ EACH TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company. By Andatee China Marine Fuel Services Corporation Corporate Seal _____________________________ President, Chief Executive Officer] [No.____________ VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. _____________ TIME ______________, 2014 ANDATEE CHINA MARINE FUEL SERVICES CORPORATION CUSIP ____________ Chief Executive Officer Secretary 2 SUBSCRIPTION FORM (PLEASE TYPE OR PRINT NAME AND ADDRESS) (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)] [THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS. SEE REVERSE SIDE. NUMBER 000 SHARES 0 Organized Under the Laws of the State of Delaware Andatee China Marine Fuel Services Corporation Common Stock Authorized Shares 50,000,000 ___________ Cusip Specimen is the This Certifies that Zero and no/100 Shares registered holder of of the fully paid and nonassessable shares of] [EX-10.1 36 v157258_ex10-1.htm] [EX-10.2 42 v157258_ex10-2.htm] [EX-10.3 48 v157258_ex10-3.htm] [EX-10.4 59 v157258_ex10-4.htm] [EX-10.5 70 v157258_ex10-5.htm] [EX-10.6 75 v157258_ex10-6.htm] [EX-10.7 80 v157258_ex10-7.htm] [EX-10.8 85 v157258_ex10-8.htm] [EX-10.9 90 v157258_ex10-9.htm] [Andatee China Marine Fuel Services Corporation 2009 Equity Incentive Plan TABLE OF CONTENTS Page 1. Purpose and Objectives 2 2. Definitions 2 3. Administration 4 4. Grants 4 5. Shares Subject to the Plan 4 6. Eligibility for Participation 5 7. Options 5] [EX-10.13 95 v157258_ex10-13.htm] [EX-10.14 105 v157258_ex10-14.htm] [EX-10.15 108 v157258_ex10-15.htm] [EX-10.16 112 v157258_ex10-16.htm] [Andatee China Marine Fuel Services Corporation Code of Ethics and Conduct July 2009 The purpose of this Code is 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; (iii) compliance with applicable governmental laws, rules and regulations; (iv) prompt internal reporting of] [List of Subsidiaries 1. Donggang Xingyuan Marine Fuel Company, Ltd. located in Dandong City, Liaoning Province, and established in April 2008 under the laws of the PRC). 2. Xiangshan Yongshi Nanlian Petrol Company, Ltd. (located in Xiangshan City, Zhengjiang Province, and established in May 1997 under the laws of the PRC). 3. Rongcheng Xinfa Petrol Company, Ltd. (located in Rongcheng] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-1 of our reports dated August 24, 2009 relating to the consolidated financial statements of Andatee China Marine Fuel Services Corporation and subsidiaries. We also consent to the reference to our Firm under the caption “Experts” in the Registration Statement. Jewett,] [Andatee China Marine Fuel Services Corporation Audit Committee Charter July 2009 I. RESPONSIBILITY A. Financial Reporting Committee procedures shall include: 1. Selection of Independent Public Accountants The Committee and the Board have the ultimate authority and responsibility to select, evaluate, and where appropriate, replace the outside auditor. The independent accountants are ultimately accountable to the Audit Committee and the entire] [Andatee China Marine Fuel Services Corporation Compensation Committee Charter July 2009 Purpose Membership The determination as to each Committee member’s independence shall be disclosed in the Company’s proxy statement. The Committee shall consist of a minimum of two (2) and a maximum of five (5) independent directors. The business of the Committee may be transacted if a quorum of the] [Andatee China Marine Fuel Services Corporation Nominating and Governance Committee Charter July 2009 I. PURPOSE The primary purpose of the Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Andatee China Marine Fuel Services Corporation (the “Company”) shall be to act on behalf of the Board in fulfilling the Board’s responsibilities to: (i) identify, review]

RCON [Recon Technology] S-1: SUBJECT TO COMPLETION, DATED RECON TECHNOLOGY, LTD Ordinary

[SUBJECT TO COMPLETION, DATED RECON TECHNOLOGY, LTD Ordinary Share Minimum Offering [ Ordinary Share Maximum Offering [ This is the initial public offering of Recon Technology, Ltd, a Cayman Islands exempted company. We are offering a minimum of [ We expect that the offering price will be $[ Risk Factors Investing in these ordinary shares involves significant risks. See “] [EXCLUSIVE TECHNICAL CONSULTING SERVICE AGREEMENT THIS EXCLUSIVE TECHNICAL CONSULTING SERVICE AGREEMENT Agreement Party A: Recon Technology (Jining) Co., Ltd. Registered Address: Chuang Ye Zhong Xin, High Tech Zone, Jining, Shandong Province, People’s Republic of China (the “PRC”). Party B: Beijing BHD Petroleum Technology Co., Ltd. Registered Address: Westside of the Government Building of Dongxiaokozhen, Changping District, Beijing, PRC. Party Parties] [Power of Attorney PRC Company Recon-JN I, Chen Guangqiang, am a citizen of the People’s Republic of China (the “ I exclusively authorize Recon-JN to be my sole representative with full authority to perform and exercise any and all shareholder’s rights associated with the Equity Interest, including but not limited to, the right to attend shareholders’ meetings, the right to] [Power of Attorney PRC Company Recon-JN I, Yin Shenping, am a citizen of the People’s Republic of China (the “ I exclusively authorize Recon-JN to be my sole representative with full authority to perform and exercise any and all shareholder’s rights associated with the Equity Interest, including but not limited to, the right to attend shareholders’ meetings, the right to] [Power of Attorney PRC Company Recon-JN I, Li Hongqi, am a citizen of the People’s Republic of China (the “ I exclusively authorize Recon-JN to be my sole representative with full authority to perform and exercise any and all shareholder’s rights associated with the Equity Interest, including but not limited to, the right to attend shareholders’ meetings, the right to] [EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT Agreement Party A: Recon Technology, Co., Limited Party B: Chen Guangqiang, Address: Room 201, Unit 3, #31, Wan Zhuang Shi You Ji Di Cai You Si Chang, Guangyang District, Langfang City, Hebei Province, PRC. Party C: Beijing BHD Petroleum Technology Co., Ltd., WHEREAS, 1. Party B holds a 36.77%] [EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT Agreement Party A: Recon Technology, Co., Limited Party B: Yin Shenping, Address: Room 506, #177-4, Lvling Road, Huli District, Xiamen City, Fujian Province, PRC. Party C: Beijing BHD Petroleum Technology Co., Ltd., WHEREAS, 1. Party B holds a 18.38% equity interest in Party C; and 2. Party C and] [EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT Agreement Party A: Recon Technology, Co., Limited Party B: Li Hongqi, Address: #11, Huan Bi Quan Road, Shi Zhong District, Jining City, Shandong Province, PRC. Party C: Beijing BHD Petroleum Technology Co., Ltd., WHEREAS, 1. Party B holds a 18.38% equity interest in Party C; and 2. Party C] [EQUITY INTEREST PLEDGE AGREEMENT THIS EQUITY INTEREST PLEDGE AGREEMENT Agreement Pledgee: Recon Technology (Jining) Co., Ltd. (“Party A”) Registered address: Chuang Ye Zhong Xin, High Tech Zone, Jining, Shandong Province, People’s Republic of China (“PRC”). Pledgor: Chen Guangqiang (“Party B”) ID No.: 132903196307299817 Address: Room 201, Unit 3, #31, Wan Zhuang Shi You Ji Di Cai You Si Chang, Guangyang] [EQUITY INTEREST PLEDGE AGREEMENT THIS EQUITY INTEREST PLEDGE AGREEMENT Agreement Pledgee: Recon Technology (Jining) Co., Ltd. (“Party A”) Registered address: Chuang Ye Zhong Xin, High Tech Zone, Jining, Shandong Province, People’s Republic of China (“PRC”). Pledgor: Yin Shenping (“Party B”) ID No.: 320113196912054853 Address: Room 506, #177-4, Lvling Road, Huli District, Xiamen City, Fujian Province, PRC. Party Parties Each of] [EQUITY INTEREST PLEDGE AGREEMENT THIS EQUITY INTEREST PLEDGE AGREEMENT Agreement Pledgee: Recon Technology (Jining) Co., Ltd. (“Party A”) Registered address: Chuang Ye Zhong Xin, High Tech Zone, Jining, Shandong Province, People’s Republic of China (“PRC”). Pledgor: Li Hongqi (“Party B”) ID No.: 370802197411182139 Address: #11, Huan Bi Quan Road, Shi Zhong District, Jining City, Shandong Province, PRC. Party Parties Each] [EXCLUSIVE TECHNICAL CONSULTING SERVICE AGREEMENT THIS EXCLUSIVE TECHNICAL CONSULTING SERVICE AGREEMENT Agreement Party A: Recon Technology (Jining) Co., Ltd. Registered Address: Chuang Ye Zhong Xin, High Tech Zone, Jining, Shandong Province, People’s Republic of China (the “PRC”). Party B: Jining ENI Energy Technology Co., Ltd. Registered Address: Building 4, High Tech Zone, Jining, Shandong Province, PRC. Party Parties (each a] [Power of Attorney PRC Company Recon-JN I, Chen Guangqiang, am a citizen of the People’s Republic of China (the “ I exclusively authorize Recon-JN to be my sole representative with full authority to perform and exercise any and all shareholder’s rights associated with the Equity Interest, including but not limited to, the right to attend shareholders’ meetings, the right to] [Power of Attorney PRC Company Recon-JN I, Yin Shenping, am a citizen of the People’s Republic of China (the “ I exclusively authorize Recon-JN to be my sole representative with full authority to perform and exercise any and all shareholder’s rights associated with the Equity Interest, including but not limited to, the right to attend shareholders’ meetings, the right to] [Power of Attorney PRC Company Recon-JN I, Li Hongqi, am a citizen of the People’s Republic of China (the “ I exclusively authorize Recon-JN to be my sole representative with full authority to perform and exercise any and all shareholder’s rights associated with the Equity Interest, including but not limited to, the right to attend shareholders’ meetings, the right to] [EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT Agreement Party A: Recon Technology, Co., Limited Party B: Chen Guangqiang, Address: Room 201, Unit 3, #31, Wan Zhuang Shi You Ji Di Cai You Si Chang, Guangyang District, Langfang City, Hebei Province, PRC. Party C: Jining ENI Energy Technology Co., Ltd., WHEREAS, 1. Party B holds a 20%] [EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT Agreement Party A: Recon Technology, Co., Limited Party B: Yin Shenping, Address: Room 506, #177-4, Lvling Road, Huli District, Xiamen City, Fujian Province, PRC. Party C: Jining ENI Energy Technology Co., Ltd., WHEREAS, 1. Party B holds a 20% equity interest in Party C; and 2. Party C and] [EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT Agreement Party A: Recon Technology, Co., Limited Party B: Li Hongqi, Address: #11, Huan Bi Quan Road, Shi Zhong District, Jining City, Shandong Province, PRC. Party C: Jining ENI Energy Technology Co., Ltd., WHEREAS, 1. Party B holds a 40% equity interest in Party C; and 2. Party C] [EQUITY INTEREST PLEDGE AGREEMENT THIS EQUITY INTEREST PLEDGE AGREEMENT Agreement Pledgee: Recon Technology (Jining) Co., Ltd. (“Party A”) Registered address: Chuang Ye Zhong Xin, High Tech Zone, Jining, Shandong Province, People’s Republic of China (“PRC”). Pledgor: Chen Guangqiang (“Party B”) ID No.: 132903196307299817 Address: Room 201, Unit 3, #31, Wan Zhuang Shi You Ji Di Cai You Si Chang, Guangyang] [EQUITY INTEREST PLEDGE AGREEMENT THIS EQUITY INTEREST PLEDGE AGREEMENT Agreement Pledgee: Recon Technology (Jining) Co., Ltd. (“Party A”) Registered address: Chuang Ye Zhong Xin, High Tech Zone, Jining, Shandong Province, People’s Republic of China (“PRC”). Pledgor: Yin Shenping (“Party B”) ID No.: 320113196912054853 Address: Room 506, #177-4, Lvling Road, Huli District, Xiamen City, Fujian Province, PRC. Party Parties Each of] [EQUITY INTEREST PLEDGE AGREEMENT THIS EQUITY INTEREST PLEDGE AGREEMENT Agreement Pledgee: Recon Technology (Jining) Co., Ltd. (“Party A”) Registered address: Chuang Ye Zhong Xin, High Tech Zone, Jining, Shandong Province, People’s Republic of China (“PRC”). Pledgor: Li Hongqi (“Party B”) ID No.: 370802197411182139 Address: #11, Huan Bi Quan Road, Shi Zhong District, Jining City, Shandong Province, PRC. Party Parties Each] [EXCLUSIVE TECHNICAL CONSULTING SERVICE AGREEMENT THIS EXCLUSIVE TECHNICAL CONSULTING SERVICE AGREEMENT Agreement Party A: Recon Technology (Jining) Co., Ltd. Registered Address: Chuang Ye Zhong Xin, High Tech Zone, Jining, Shandong Province, People’s Republic of China (the “PRC”). Party B: Nanjing Recon Technology Co., Ltd. Registered Address: No. 420 Zhonghualu, Qinhuai District, Nanjing, PRC. Party Parties (each a “ WHEREAS, 1.] [Power of Attorney PRC Company Recon-JN I, Chen Guangqiang, am a citizen of the People’s Republic of China (the “ I exclusively authorize Recon-JN to be my sole representative with full authority to perform and exercise any and all shareholder’s rights associated with the Equity Interest, including but not limited to, the right to attend shareholders’ meetings, the right to] [Power of Attorney PRC Company Recon-JN I, Yin Shenping, am a citizen of the People’s Republic of China (the “ I exclusively authorize Recon-JN to be my sole representative with full authority to perform and exercise any and all shareholder’s rights associated with the Equity Interest, including but not limited to, the right to attend shareholders’ meetings, the right to] [Power of Attorney PRC Company Recon-JN I, Li Hongqi, am a citizen of the People’s Republic of China (the “ I exclusively authorize Recon-JN to be my sole representative with full authority to perform and exercise any and all shareholder’s rights associated with the Equity Interest, including but not limited to, the right to attend shareholders’ meetings, the right to] [EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT Agreement Party A: Recon Technology, Co., Limited Party B: Chen Guangqiang, Address: Room 201, Unit 3, #31, Wan Zhuang Shi You Ji Di Cai You Si Chang, Guangyang District, Langfang City, Heibei Province, PRC. Party C: Nanjing Recon Technology Co., Ltd., WHEREAS, 1. Party B holds a 20% equity] [EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT Agreement Party A: Recon Technology, Co., Limited Party B: Yin Shenping, Address: Room 506, #177-4, Lvling Road, Huli District, Xiamen City, Fujian Province, PRC. Party C: Nanjing Recon Technology Co., Ltd., WHEREAS, 1. Party B holds a 40% equity interest in Party C; and 2. Party C and Recon] [EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT Agreement Party A: Recon Technology, Co., Limited Party B: Li Hongqi, Address: #11, Huan Bi Quan Road, Shi Zhong District, Jining City, Shandong Province, PRC. Party C: Nanjing Recon Technology Co., Ltd., WHEREAS, 1. Party B holds a 20% equity interest in Party C; and 2. Party C and] [EQUITY INTEREST PLEDGE AGREEMENT THIS EQUITY INTEREST PLEDGE AGREEMENT Agreement Pledgee: Recon Technology (Jining) Co., Ltd. (“Party A”) Registered address: Chuang Ye Zhong Xin, High Tech Zone, Jining, Shandong Province, People’s Republic of China (“PRC”). Pledgor: Chen Guangqiang (“Party B”) ID No.: 132903196307299817 Address: Room 201, Unit 3, #31, Wan Zhuang Shi You Ji Di Cai You Si Chang, Guangyang] [EQUITY INTEREST PLEDGE AGREEMENT THIS EQUITY INTEREST PLEDGE AGREEMENT Agreement Pledgee: Recon Technology (Jining) Co., Ltd. (“Party A”) Registered address: Chuang Ye Zhong Xin, High Tech Zone, Jining, Shandong Province, People’s Republic of China (“PRC”). Pledgor: Yin Shenping (“Party B”) ID No.: 320113196912054853 Address: Room 506, #177-4, Lvling Road, Huli District, Xiamen City, Fujian Province, PRC. Party Parties Each of] [EQUITY INTEREST PLEDGE AGREEMENT THIS EQUITY INTEREST PLEDGE AGREEMENT Agreement Pledgee: Recon Technology (Jining) Co., Ltd. (“Party A”) Registered address: Chuang Ye Zhong Xin, High Tech Zone, Jining, Shandong Province, People’s Republic of China (“PRC”). Pledgor: Li Hongqi (“Party B”) ID No.: 370802197411182139 Address: #11, Huan Bi Quan Road, Shi Zhong District, Jining City, Shandong Province, PRC. Party Parties Each] [List of Subsidiaries Recon Technology, Ltd Subsidiary (Hong Kong): Recon Technology Co., Limited Subsidiary (PRC): Recon Technology (Jining) Co., Ltd.] [ANSEN ARNETT AXWELL P C H A Professional Corporation CERTIFIED PUBLIC ACCOUNTANTS 5 Triad Center, Suite 750 Salt Lake City, UT 84180-1128 Phone: (801) 532-2200 Fax: (801) 532-7944 www.hbmcpas.com Registered with the Public Company Accounting Oversight Board A Member of the Forum of Firms CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Recon Technology, Ltd. As]

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AMC [AMC ENTERTAINMENTS,] S-1: (Original Filing)

[FORM S-1 REGISTRATION STATEMENT AMC ENTERTAINMENT HOLDINGS, INC. Delaware 7832 26-0303916 c/o AMC Entertainment Inc. Kevin M. Connor, Esq. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of Communications to: Monica K. Thurmond, Esq. O'Melveny & Myers LLP Matthew D. Bloch, Esq. Weil, Gotshal & Manges LLP Approximate date of commencement of] [QuickLinks -- Click here to rapidly navigate through this document $400,000,000 CREDIT AGREEMENT Dated as of June 13, 2007 among AMC ENTERTAINMENT HOLDINGS, INC. as Borrower and THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A. as Administrative Agent * * * J.P. MORGAN SECURITIES INC. as Sole Book Manager and Sole Lead Arranger TABLE OF CONTENTS Page ARTICLE I] [QuickLinks -- Click here to rapidly navigate through this document CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-1 of our report dated June 14, 2007, except for Note 21(B), as to which the date is September 12, 2007, relating to the financial statements of AMC Entertainment Holdings, Inc.,] [QuickLinks -- Click here to rapidly navigate through this document CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-1 of our report dated June 21, 2005, except for the loss per share discussed in Note 1, as to which the date is December 8, 2006, and except for Note] [QuickLinks -- Click here to rapidly navigate through this document CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-1 of our reports dated April 7, 2006 and April 15, 2005 relating to the financial statements of LCE Holdings, Inc., which appear in such Registration Statement. We also consent to] [QuickLinks -- Click here to rapidly navigate through this document CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form S-1 of AMC Entertainment Holdings, Inc. of our report dated March 27, 2007 relating to the financial statements of National CineMedia, LLC appearing in the Prospectus, which is part of this Registration]

By | 2016-02-28T21:22:43+00:00 September 12th, 2007|Categories: AMC, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments

AMC [AMC ENTERTAINMENTS,] S-1: FORM S-1 REGISTRATION STATEMENT AMC ENTERTAINMENT HOLDINGS, INC.

[FORM S-1 REGISTRATION STATEMENT AMC ENTERTAINMENT HOLDINGS, INC. Delaware 7832 26-0303916 c/o AMC Entertainment Inc. Kevin M. Connor, Esq. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of Communications to: Monica K. Thurmond, Esq. O'Melveny & Myers LLP Matthew D. Bloch, Esq. Weil, Gotshal & Manges LLP Approximate date of commencement of] [QuickLinks -- Click here to rapidly navigate through this document $400,000,000 CREDIT AGREEMENT Dated as of June 13, 2007 among AMC ENTERTAINMENT HOLDINGS, INC. as Borrower and THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A. as Administrative Agent * * * J.P. MORGAN SECURITIES INC. as Sole Book Manager and Sole Lead Arranger TABLE OF CONTENTS Page ARTICLE I] [QuickLinks -- Click here to rapidly navigate through this document CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-1 of our report dated June 14, 2007, except for Note 21(B), as to which the date is September 12, 2007, relating to the financial statements of AMC Entertainment Holdings, Inc.,] [QuickLinks -- Click here to rapidly navigate through this document CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-1 of our report dated June 21, 2005, except for the loss per share discussed in Note 1, as to which the date is December 8, 2006, and except for Note] [QuickLinks -- Click here to rapidly navigate through this document CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-1 of our reports dated April 7, 2006 and April 15, 2005 relating to the financial statements of LCE Holdings, Inc., which appear in such Registration Statement. We also consent to] [QuickLinks -- Click here to rapidly navigate through this document CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form S-1 of AMC Entertainment Holdings, Inc. of our report dated March 27, 2007 relating to the financial statements of National CineMedia, LLC appearing in the Prospectus, which is part of this Registration]

By | 2016-02-28T21:23:26+00:00 September 12th, 2007|Categories: AMC, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments

AMC [AMC ENTERTAINMENTS,] S-1: FORM S-1 REGISTRATION STATEMENT AMC ENTERTAINMENTS,INC. Delaware 7832

[FORM S-1 REGISTRATION STATEMENT AMC ENTERTAINMENTS,INC. Delaware 7832 26-0303916 c/o AMC EntertainmentInc. Kevin M.nnor, Esq. (Name,dress,luding zipde, and telephone number,luding areade, ofent for service)pies ofmmunications to: Monica K. Thurmond, Esq. O'Melveny & Myers Matthew D. Bloch, Esq. Weil, Gotshal & Manges] [QuickLinks -- Click here to rapidly navigate through this document $400,000,000 CREDITREEMENTted of June13, 2007 among AMC ENTERTAINMENTS,INC. Borrower and THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK,ministrativeent * * * J.P. MORGAN SECURITIESINC. Sole Book Manager and Sole Lead Arranger] [QuickLinks -- Click here to rapidly navigate through this document NAME="ko41801_consent_of_independent__ko402324">NSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on FormS-1 of our reportted June14, 2007, except for Note21(B), to which thete is September12, 2007, relating to the financial statements of AMC Entertainments, which appears in such Registration] [QuickLinks -- Click here to rapidly navigate through this document NAME="kp41801_consent_of_independent__kp402325">NSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on FormS-1 of our reportted June21, 2005, except for the loss per share discussed in Note1, to which thete is December8, 2006, and except for Note3, to which thete] [QuickLinks -- Click here to rapidly navigate through this document NAME="kq41801_consent_of_independent__kq402326">NSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on FormS-1 of our reportsted April7, 2006 and April15, 2005 relating to the financial statements of LCEs,Inc., which appear in such Registration Statement. Wesonsent to the reference to us] [QuickLinks -- Click here to rapidly navigate through this document NAME="ks41801_consent_of_independent__ks402328">NSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Registration Statement on Form S-1 of AMC Entertainments, of our reportted March27, 2007 relating to the financial statements of National CineMedia, appearing in the Prospectus, which is part of this Registration Statement.]

By | 2016-02-04T04:26:55+00:00 September 12th, 2007|Categories: AMC, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments

AMC [AMC ENTERTAINMENTS,] S-1: (Original Filing)

[FORM S-1 REGISTRATION STATEMENT AMC ENTERTAINMENTS,INC. Delaware 7832 26-0303916 c/o AMC EntertainmentInc. Kevin M.nnor, Esq. (Name,dress,luding zipde, and telephone number,luding areade, ofent for service)pies ofmmunications to: Monica K. Thurmond, Esq. O'Melveny & Myers Matthew D. Bloch, Esq. Weil, Gotshal & Manges] [QuickLinks -- Click here to rapidly navigate through this document $400,000,000 CREDITREEMENTted of June13, 2007 among AMC ENTERTAINMENTS,INC. Borrower and THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK,ministrativeent * * * J.P. MORGAN SECURITIESINC. Sole Book Manager and Sole Lead Arranger] [QuickLinks -- Click here to rapidly navigate through this document NAME="ko41801_consent_of_independent__ko402324">NSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on FormS-1 of our reportted June14, 2007, except for Note21(B), to which thete is September12, 2007, relating to the financial statements of AMC Entertainments, which appears in such Registration] [QuickLinks -- Click here to rapidly navigate through this document NAME="kp41801_consent_of_independent__kp402325">NSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on FormS-1 of our reportted June21, 2005, except for the loss per share discussed in Note1, to which thete is December8, 2006, and except for Note3, to which thete] [QuickLinks -- Click here to rapidly navigate through this document NAME="kq41801_consent_of_independent__kq402326">NSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on FormS-1 of our reportsted April7, 2006 and April15, 2005 relating to the financial statements of LCEs,Inc., which appear in such Registration Statement. Wesonsent to the reference to us] [QuickLinks -- Click here to rapidly navigate through this document NAME="ks41801_consent_of_independent__ks402328">NSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Registration Statement on Form S-1 of AMC Entertainments, of our reportted March27, 2007 relating to the financial statements of National CineMedia, appearing in the Prospectus, which is part of this Registration Statement.]

By | 2016-02-04T04:26:05+00:00 September 12th, 2007|Categories: AMC, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
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