HPJ [Highpower International] 10-K: (Original Filing)

[TABLE OF CONTENTS HIGHPOWER INTERNATIONAL, INC. TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended December 31, 2013 PART I ITEM 1. BUSINESS 1 ITEM 1A. RISK FACTORS 13 ITEM 1B. UNRESOLVED STAFF COMMENTS 33 ITEM 2. PROPERTIES 34 ITEM 3. LEGAL PROCEEDINGS 35 ITEM 4. MINE SAFETY DISCLOSURES 35] [Comprehensive Credit Line Contract Contract No.: PYSXZZ 20131112 No. 001 SHENZHEN XINZHOU BRANCH Party A (Line Grantor): PINGAN BANK CO., LTD. Zhongcheng Tianyi Park, Xinzhou Road, Futian District Address: Li Jing Legal Representative (Principal): 23480048 Tel.: SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. Party B (Line Applicant): Building A2, Luoshan Industrial Park, Pinghu Shanxia Villiage Address: Pan Dangyu Legal Representative: Tel.: Contract] [Loan Contract Loan Contract Contract No.: PYSXZDZ 20131203 No. 001 ( ) Out of the line Line Contract No.: PYSXZZZ 20131112 No. 001 SHENZHEN XINZHOU BRANCH PINGAN BANK CO., LTD. Party A (Lender): First Floor, Zhongcheng Tianyi Park, Xinzhou Road, Futian District Address: Li Jing Legal Representative (Principal): 23480048 Tel.: SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. Party B (Borrower): Building A2,] [Maximum Guarantee Contract Contract No.: PYSXZEBZ 20131112 No. 001-2 CO., LTD. SHENZHEN XINZHOU BRANCH Party A (Creditor): Zhongcheng Tianyi Park, Xinzhou Road, Futian District Address: 23480048 Tel.: 23480054 Fax: Li Jing Principal: President Position: Pan Dangyu Party B (Guarantor): Identity card Certificate Type *: 430104196803184316 Certificate No. *: (The contents expressed with “*” may not be written if Party B] [Maximum Guarantee Contract Contract No.: PYSXZEBZ 20131112 No. 001-1 CO., LTD. SHENZHEN XINZHOU BRANCH Party A (Creditor): Zhongcheng Tianyi Park, Xinzhou Road, Futian District Address: 23480048 Tel.: 23480054 Fax: Li Jing Principal: President Position: SPRINGPOWER TECHNOLOGY (SHENZHEN) COMPANY LIMITED Party B (Guarantor): Certificate Type *: Certificate No. *: (The contents expressed with “*” may not be written if Party B] [THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD. HONG KONG BRANCH (INCORPORATED IN TAIWAN WITH LIMITED LIABILITY) Private and Confidential For and on behalf of ______________ Our Reference: 6400102110148 HONG KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED 17th September 2013 Hong Kong Highpower Technology Company Limited Unit 12, 15/F Technology Park, 18 On Lai Street, Shek Mun, Shatin, N.T. Dear Sirs, Re: Banking] [Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in the Registration Statement of Highpower International, Inc. and subsidiaries (the “Company”) on Form S-8 (File No.333-157443) and the Registration Statement on Form S-3 (File No. 333-192168) of our report dated March 31, 2014, with respect to our audits of the consolidated financial statements of the Company] [I, Dang Yu Pan, certify that: 1. I have reviewed this annual report on Form 10-K of Highpower International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [I, Henry Sun, certify that: 1. I have reviewed this annual report on Form 10-K of Highpower International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dang Yu Pan Chairman of the Board and Chief Executive Officer March 28, 2014 Henry Sun Chief Financial Officer (Principal Financial and Accounting Officer) March 28, 2014]

CAAS [CHINA AUTOMOTIVE SYSTEMS] 10-K:

[] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No.333-126959) of China Automotive Systems, Inc. of our report dated March 31, 2014 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. PricewaterhouseCoopers Zhong Tian LLP] [RULE 13a-14(a) CERTIFICATION FOR FORM 10-K (CEO) I, Qizhou Wu, certify that: 1. I have reviewed this annual report on Form 10-K of China Automotive Systems, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [RULE 13a-14(a) CERTIFICATION FOR FORM 10-K (CFO) I, Jie Li, certify that: 1. I have reviewed this annual report on Form 10-K of China Automotive Systems, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [SECTION 1350 CERTIFICATION (CEO) CHINA AUTOMOTIVE SYSTEMS, INC. 18 U.S.C. SECTION 1350 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Qizhou Wu Chief Executive Officer] [SECTION 1350 CERTIFICATION (CFO) CHINA AUTOMOTIVE SYSTEMS, INC. 18 U.S.C. SECTION 1350 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jie Li Chief Financial Officer]

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HPJ [Highpower International] 10-K: TABLE OF CONTENTS HIGHPOWER INTERNATIONAL, INC. TABLE OF

[TABLE OF CONTENTS HIGHPOWER INTERNATIONAL, INC. TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended December 31, 2013 PART I ITEM 1. BUSINESS 1 ITEM 1A. RISK FACTORS 13 ITEM 1B. UNRESOLVED STAFF COMMENTS 33 ITEM 2. PROPERTIES 34 ITEM 3. LEGAL PROCEEDINGS 35 ITEM 4. MINE SAFETY DISCLOSURES 35] [Comprehensive Credit Line Contract Contract No.: PYSXZZ 20131112 No. 001 SHENZHEN XINZHOU BRANCH Party A (Line Grantor): PINGAN BANK CO., LTD. Zhongcheng Tianyi Park, Xinzhou Road, Futian District Address: Li Jing Legal Representative (Principal): 23480048 Tel.: SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. Party B (Line Applicant): Building A2, Luoshan Industrial Park, Pinghu Shanxia Villiage Address: Pan Dangyu Legal Representative: Tel.: Contract] [Loan Contract Loan Contract Contract No.: PYSXZDZ 20131203 No. 001 ( ) Out of the line Line Contract No.: PYSXZZZ 20131112 No. 001 SHENZHEN XINZHOU BRANCH PINGAN BANK CO., LTD. Party A (Lender): First Floor, Zhongcheng Tianyi Park, Xinzhou Road, Futian District Address: Li Jing Legal Representative (Principal): 23480048 Tel.: SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. Party B (Borrower): Building A2,] [Maximum Guarantee Contract Contract No.: PYSXZEBZ 20131112 No. 001-2 CO., LTD. SHENZHEN XINZHOU BRANCH Party A (Creditor): Zhongcheng Tianyi Park, Xinzhou Road, Futian District Address: 23480048 Tel.: 23480054 Fax: Li Jing Principal: President Position: Pan Dangyu Party B (Guarantor): Identity card Certificate Type *: 430104196803184316 Certificate No. *: (The contents expressed with “*” may not be written if Party B] [Maximum Guarantee Contract Contract No.: PYSXZEBZ 20131112 No. 001-1 CO., LTD. SHENZHEN XINZHOU BRANCH Party A (Creditor): Zhongcheng Tianyi Park, Xinzhou Road, Futian District Address: 23480048 Tel.: 23480054 Fax: Li Jing Principal: President Position: SPRINGPOWER TECHNOLOGY (SHENZHEN) COMPANY LIMITED Party B (Guarantor): Certificate Type *: Certificate No. *: (The contents expressed with “*” may not be written if Party B] [THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD. HONG KONG BRANCH (INCORPORATED IN TAIWAN WITH LIMITED LIABILITY) Private and Confidential For and on behalf of ______________ Our Reference: 6400102110148 HONG KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED 17th September 2013 Hong Kong Highpower Technology Company Limited Unit 12, 15/F Technology Park, 18 On Lai Street, Shek Mun, Shatin, N.T. Dear Sirs, Re: Banking] [Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in the Registration Statement of Highpower International, Inc. and subsidiaries (the “Company”) on Form S-8 (File No.333-157443) and the Registration Statement on Form S-3 (File No. 333-192168) of our report dated March 31, 2014, with respect to our audits of the consolidated financial statements of the Company] [I, Dang Yu Pan, certify that: 1. I have reviewed this annual report on Form 10-K of Highpower International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [I, Henry Sun, certify that: 1. I have reviewed this annual report on Form 10-K of Highpower International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dang Yu Pan Chairman of the Board and Chief Executive Officer March 28, 2014 Henry Sun Chief Financial Officer (Principal Financial and Accounting Officer) March 28, 2014]

CPGI [China Shengda Packaging] 10-K: (Original Filing)

[FORM 10-K (Mark One) December 31, 2013 For the fiscal year ended: For the transition period from ____________ to _____________ Commission File No. 001-34997 CHINA SHENGDA PACKAGING GROUP INC. Nevada 26-1559574 (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization) No. 2 Beitang Road People’s Republic of China Xiaoshan Economic and Technological Development Zone (86) 571-8283-8805 Title] [CERTIFICATIONS I, Daliang Teng, certify that: 1. I have reviewed this annual report on Form 10-K of China Shengda Packaging Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATIONS I, Ken He, certify that: 1. I have reviewed this annual report on Form 10-K of China Shengda Packaging Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. th] [2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. th (Principal Financial and Accounting Officer)]

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CPGI [China Shengda Packaging] 10-K: FORM 10-K (Mark One) December 31, 2013 For

[FORM 10-K (Mark One) December 31, 2013 For the fiscal year ended: For the transition period from ____________ to _____________ Commission File No. 001-34997 CHINA SHENGDA PACKAGING GROUP INC. Nevada 26-1559574 (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization) No. 2 Beitang Road People’s Republic of China Xiaoshan Economic and Technological Development Zone (86) 571-8283-8805 Title] [CERTIFICATIONS I, Daliang Teng, certify that: 1. I have reviewed this annual report on Form 10-K of China Shengda Packaging Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATIONS I, Ken He, certify that: 1. I have reviewed this annual report on Form 10-K of China Shengda Packaging Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. th] [2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. th (Principal Financial and Accounting Officer)]

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CLNT [Cleantech Solutions International] 10-K: FORM 10-K (Mark One) x For the fiscal

[FORM 10-K (Mark One) x For the fiscal year ended December 31, 2013 or o For the transition period from ______________ to ______________ CLEANTECH SOLUTIONS INTERNATIONAL, INC. ( ) NEVADA 90-0648920 ( or organization) (I.R.S. Employer Identification No.) No. 9 Yanyu Middle Road Qianzhou Village, Huishan District, Wuxi City Jiangsu Province, China 214181 ( (86) 51083397559 Copies to: Asher S.] [Leasing Contract for Mechanical Equipment Contract No.: 14-001 Lessor: Wuxi Fulland Wind Power Equipment Co., Ltd. Legal address: No.18, Huihe Road, Qianzhou Town, Huishan District, Wuxi City Legal representative: Wu Jianhua Board chairman Communication Address: No.18, Huihe Road, Qianzhou Town, Huishan District, Wuxi City Postcode: 214181 Tel: 0510-83386339 Fax: 0510-83386339 Lessee: Shanghai Liangting Metallurgy Roll Manufacture Co., Ltd. Legal address:] [LIST OF SUBSIDIARIES Name Ownership % Fulland, Limited, a Cayman Islands limited liability company, 100% owned 100% Green Power Environment Technology (Shanghai) Co., Ltd., a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China and wholly-owned by Fulland Limited 100% Wuxi Fulland Wind Energy Equipment Co., Ltd., a wholly foreign-owned enterprise organized under the laws of] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM New York, NY March 28, 2014 EX-23.1 4 f10k2013ex23i_cleantech.htm CONSENT OF RBSM LLP] [SARBANES-OXLEY ACT OF 2002 I, Jianhua Wu, certify that: 1. I have reviewed this annual report on Form 10-K of Cleantech Solutions International, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER SARBANES-OXLEY ACT OF 2002 I, Adam Wasserman, certify that: 1. I have reviewed this annual report on Form 10-K of Cleantech Solutions International, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 28, 2014 Jianhua Wu Chief Executive Officer Adam Wasserman Chief Financial Officer and Principal Financial and Accounting Officer EX-32.1 7 f10k2013ex32i_cleantech.htm CERTIFICATION]

NFEC [NF Energy Saving] 10-K: (Original Filing)

[] [CODE OF ETHICS OF NF ENERGY SAVING CORPORATION I. Objectives NF Energy Saving Corporation (the “Company”) is committed to the highest level of ethical behavior. The Company's business success depends upon the reputation of the Company and its directors, officer and employees to perform with the highest level of integrity and principled business conduct. · Honest and ethical conduct, including] [Name Place of incorporation and kind of legal entity Liaoning Nengfa Weiye Energy Technology Co. Ltd. The PRC, a limited liability company Liaoning Nengfa Weiye Tei Fa Sales Co., Ltd. The PRC, a limited liability company] [Consent of Independent Registered Public Accounting Firm The Board of Directors NF Energy Saving Corporation We consent to the incorporation by reference in the Registration Statement of NF Energy Saving Corporation (the “Company”) on Form S-3 (File No. 333-172537) of our report dated March 28, 2014 on our audit of the Company’s financial statements as of December 31, 2013 and] [Certification I, Gang Li, certify that: 1. I have reviewed this Annual Report on Form 10-K of NF Energy Saving Corporation. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [Certification I, Lihua Wang certify that: 1. I have reviewed this Annual Report on Form 10-K of NF Energy Saving Corporation. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [18 U.S.C. SECTION 1350 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the fiscal year ended December 31, 2013. Gang Li Chief Executive Officer] [18 U.S.C. SECTION 1350 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company for the fiscal year ended December 31, 2013. Lihua Wang Chief Executive Financial Officer Principal Financial Officer ( .]

CXDC [China XD Plastics Co] 10-K: (Original Filing)

[o o Large accelerated filer o Accelerated filer o Non-accelerated filer (Do not check if a smaller reporting company) x Smaller reporting company o x The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2013 was approximately $62,192,113. As of March 21, 2014, there were 47,875,133 shares of common stock, par] [US$150,000,000 11.75% Senior Notes due 2019 FAVOR SEA LIMITED PURCHASE AGREEMENT January 24, 2014 Morgan Stanley & Co. International plc (“Morgan Stanley”) 25 Cabot Square Canary Wharf London E14 4QA UBS AG, Hong Kong Branch (“UBS”) 52/F Two International Finance Centre 8 Finance Street, Central Hong Kong The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) Level 17, HSBC Main Building] [EXECUTION VERSION FAVOR SEA LIMITED as Issuer CHINA XD PLASTICS COMPANY LTD. as Parent Guarantor and THE OTHER GUARANTORS NAMED HEREIN and CITICORP INTERNATIONAL LIMITED as Trustee and as Collateral Agent Indenture Dated as of February 4, 2014 US$150,000,000 11.75% Guaranteed Senior Notes Due 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions] [CHINA XD PLASTICS COMPANY LIMITED List of Subsidiaries Name Jurisdiction of Incorporation Favor Sea Limited British Virgin Islands Xinda Holding (HK) Company Limited Hong Kong Xinda Holding (HK) US Sub Inc Xinda (HK) International Trading Company Limited Hong Kong Heilongjiang Xinda Enterprise Group Company Limited People’s Republic of China Harbin Xinda Macromolecule Material Company Limited People’s Republic of China Heilongjiang] [Consent of Independent Registered Public Accounting Firm The Board of Directors China XD Plastics Company Limited: We consent to the incorporation by reference in the registration statements on Form S-3/A (No. 333-167423 and No. 333-164027) of China XD Plastics Company Limited of our report dated March 26, 2014, with respect to the consolidated balance sheets of China XD Plastics Company] [CERTIFICATION (1) I have reviewed this Annual Report on Form 10-K of China XD Plastics Company Limited, for the year ended December 31, 2013. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [CERTIFICATION (1) I have reviewed this Annual Report on Form 10-K of China XD Plastics Company Limited, for the year ended December 31, 2013. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [CERTIFICATION AS ADOPTED SARBANES - OXLEY ACT OF 2002 (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jie Han Chief Executive Officer March 26, 2014 Taylor Zhang Chief Financial Officer (Principal Financial and Accounting Officer) March 26, 2014]

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CXDC [China XD Plastics Co] 10-K: o o Large accelerated filer o Accelerated filer

[o o Large accelerated filer o Accelerated filer o Non-accelerated filer (Do not check if a smaller reporting company) x Smaller reporting company o x The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2013 was approximately $62,192,113. As of March 21, 2014, there were 47,875,133 shares of common stock, par] [US$150,000,000 11.75% Senior Notes due 2019 FAVOR SEA LIMITED PURCHASE AGREEMENT January 24, 2014 Morgan Stanley & Co. International plc (“Morgan Stanley”) 25 Cabot Square Canary Wharf London E14 4QA UBS AG, Hong Kong Branch (“UBS”) 52/F Two International Finance Centre 8 Finance Street, Central Hong Kong The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) Level 17, HSBC Main Building] [EXECUTION VERSION FAVOR SEA LIMITED as Issuer CHINA XD PLASTICS COMPANY LTD. as Parent Guarantor and THE OTHER GUARANTORS NAMED HEREIN and CITICORP INTERNATIONAL LIMITED as Trustee and as Collateral Agent Indenture Dated as of February 4, 2014 US$150,000,000 11.75% Guaranteed Senior Notes Due 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions] [CHINA XD PLASTICS COMPANY LIMITED List of Subsidiaries Name Jurisdiction of Incorporation Favor Sea Limited British Virgin Islands Xinda Holding (HK) Company Limited Hong Kong Xinda Holding (HK) US Sub Inc Xinda (HK) International Trading Company Limited Hong Kong Heilongjiang Xinda Enterprise Group Company Limited People’s Republic of China Harbin Xinda Macromolecule Material Company Limited People’s Republic of China Heilongjiang] [Consent of Independent Registered Public Accounting Firm The Board of Directors China XD Plastics Company Limited: We consent to the incorporation by reference in the registration statements on Form S-3/A (No. 333-167423 and No. 333-164027) of China XD Plastics Company Limited of our report dated March 26, 2014, with respect to the consolidated balance sheets of China XD Plastics Company] [CERTIFICATION (1) I have reviewed this Annual Report on Form 10-K of China XD Plastics Company Limited, for the year ended December 31, 2013. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [CERTIFICATION (1) I have reviewed this Annual Report on Form 10-K of China XD Plastics Company Limited, for the year ended December 31, 2013. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [CERTIFICATION AS ADOPTED SARBANES - OXLEY ACT OF 2002 (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jie Han Chief Executive Officer March 26, 2014 Taylor Zhang Chief Financial Officer (Principal Financial and Accounting Officer) March 26, 2014]

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CHLN [China Housing & Land Development] 10-K: (Original Filing)

[TABLE OF CONTENT 1 PART I 2 ITEM 1 BUSINESS 2 ITEM 1A RISK FACTORS 16 ITEM 1B UNRESOLVED STAFF COMMENTS ITEM 2 PROPERTIES 28 ITEM 3 LEGAL PROCEEDINGS 28 ITEM 4 MINE SAFETY DISCLOSURES 28 PART II 28 ITEM 5 28 ITEM 6 SELECTED FINANCIAL DATA 29 ITEM 7 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF] [List of Subsidiaries Wayfast Holdings Limited (British Virgin Island) Gracemind Holdings Limited (British Virgin Island) Man State Holdings Limited (British Virgin Island) Clever Advance Limited (Hong Kong, China) Treasure Asia Holdings Limited (Hong Kong, China) Success Hill Limited (Hong Kong, China) Xi’an Tsining Housing Development Co., Ltd. (Xi’an, China) Xi’an New Land Development Co., Ltd. (Xi’an, China) Puhua (Xi’an) Real] [Consent of Independent Registered Public Accounting Firm We consent to the inclusion in this Annual Report on Form 10-K of our report dated March 24, 2014 on our audit of the consolidated balance sheets of China Housing & Land Development, Inc. as at December 31, 2013 and 2012 and the related consolidated statements of operations, comprehensive income, shareholders’ equity and] [CERTIFICATION I, Xiaohong Feng, certify that: 1. I have reviewed this report on Form 10-K of China Housing & Land Development, Inc. for the fiscal year ended December 31, 2013; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [CERTIFICATION I, Cangsang Huang, certify that: 1. I have reviewed this report on Form 10-K of China Housing & Land Development, Inc. for the fiscal year ended December 31, 2013; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [i. ii. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the SEC or our staff upon request. Xiaohong Feng Chief Executive] [i. ii. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the SEC or our staff upon request. Cangsang Huang Chief Financial]

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