[] [LE GAGA HOLDINGS LIMITED (a Cayman Islands exempted limited liability company) 10,871,599 American Depositary Shares UNDERWRITING AGREEMENT Dated: [ Le Gaga Holdings Limited (a Cayman Islands exempted limited liability company) 10,871,599 American Depositary Shares Each Representing fifty Ordinary Shares (Par Value US$0.01 Per Ordinary Share) UNDERWRITING AGREEMENT [ Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park]
[] [LE GAGA HOLDINGS LIMITED (a Cayman Islands exempted limited liability company) 10,871,599 American Depositary Shares UNDERWRITING AGREEMENT Dated: [ Le Gaga Holdings Limited (a Cayman Islands exempted limited liability company) 10,871,599 American Depositary Shares Each Representing fifty Ordinary Shares (Par Value US$0.01 Per Ordinary Share) UNDERWRITING AGREEMENT [ Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park]
[LE GAGA HOLDINGS LIMITED Le Gaga Holdings Limited has filed a registration statement on Form F-1 http://www.sec.gov/Archives/edgar/data/1499506/000095012310095173/h04342a2fv1za.htm On October 15, 2010, Le Gaga filed Amendment No. 1 to its registration statement on Form F-1, which included a preliminary prospectus dated October 15, 2010. This free writing prospectus describes the amendments that were made in Amendment No. 2 to the Form]
[LE GAGA HOLDINGS LIMITED Le Gaga Holdings Limited has filed a registration statement on Form F-1 http://www.sec.gov/Archives/edgar/data/1499506/000095012310095173/h04342a2fv1za.htm On October 15, 2010, Le Gaga filed Amendment No. 1 to its registration statement on Form F-1, which included a preliminary prospectus dated October 15, 2010. This free writing prospectus describes the amendments that were made in Amendment No. 2 to the Form]
[INFORMATION REQUIRED IN REGISTRATION STATEMENT LE GAGA HOLDINGS LIMITED Shing Yung Ma Chairman and chief executive officer 8-A12B 1 h04571e8va12b.htm 8-A12B]
[INFORMATION REQUIRED IN REGISTRATION STATEMENT LE GAGA HOLDINGS LIMITED Shing Yung Ma Chairman and chief executive officer 8-A12B 1 h04571e8va12b.htm 8-A12B]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS LE GAGA HOLDINGS LIMITED (Exact name of issuer of deposited securities as specified in its charter) N/A The Cayman Islands ) (Jurisdiction of incorporation or organization of issuer CITIBANK, N.A. ) (Exact name of depositary as specified in its charter 399] [DEPOSIT AGREEMENT by and among LE GAGA HOLDINGS LIMITED AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER [DATE] Dated as of TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 2 Section 1.4 “American Depositary] [October 20, 2010 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Registration Statement SEC Securities Act 100,000,000 ADSs Company Deposit Agreement ADR(s) Shares We refer to the Registration Statement on Form F-6 (the “ IRS Assuming that, at the time of their issuance, the Registration Statement will have been declared effective by]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS LE GAGA HOLDINGS LIMITED (Exact name of issuer of deposited securities as specified in its charter) N/A The Cayman Islands ) (Jurisdiction of incorporation or organization of issuer CITIBANK, N.A. ) (Exact name of depositary as specified in its charter 399] [DEPOSIT AGREEMENT by and among LE GAGA HOLDINGS LIMITED AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER [DATE] Dated as of TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 2 Section 1.4 “American Depositary] [October 20, 2010 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Registration Statement SEC Securities Act 100,000,000 ADSs Company Deposit Agreement ADR(s) Shares We refer to the Registration Statement on Form F-6 (the “ IRS Assuming that, at the time of their issuance, the Registration Statement will have been declared effective by]
[] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (adopted by a Special Resolution on 12 October, 2010 THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (Adopted] [LE GAGA HOLDINGS LIMITED Name of Company: Le Gaga Holdings Limited Number Share(s) [ ] [ ] Number: Incorporated under the laws of the Cayman Islands [ ] US$50,000,000 5,000,000,000 Shares US$0.01 Share capital is Share(s): [ ] [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT Issued to: [name of shareholder]] [Consent of Independent Registered Public Accounting Firm The Board of Directors Le Gaga Holdings Limited: We consent to the use of our report dated September 7, 2010, with respect to the combined balance sheets of Le Gaga Holdings Limited and subsidiaries as of March 31, 2008, 2009 and 2010, and the related combined income statements, statements of comprehensive income, statements] [Le Gaga Holdings Limited INTRODUCTION Purpose This Code applies to all of the directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the Company in this Code). We refer to all persons covered by this Code as Company employees or simply employees. We also refer to our Chief]
[] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (adopted by a Special Resolution on 12 October, 2010 THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (Adopted] [LE GAGA HOLDINGS LIMITED Name of Company: Le Gaga Holdings Limited Number Share(s) [ ] [ ] Number: Incorporated under the laws of the Cayman Islands [ ] US$50,000,000 5,000,000,000 Shares US$0.01 Share capital is Share(s): [ ] [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT Issued to: [name of shareholder]] [Consent of Independent Registered Public Accounting Firm The Board of Directors Le Gaga Holdings Limited: We consent to the use of our report dated September 7, 2010, with respect to the combined balance sheets of Le Gaga Holdings Limited and subsidiaries as of March 31, 2008, 2009 and 2010, and the related combined income statements, statements of comprehensive income, statements] [Le Gaga Holdings Limited INTRODUCTION Purpose This Code applies to all of the directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the Company in this Code). We refer to all persons covered by this Code as Company employees or simply employees. We also refer to our Chief]
