SOHU [SOHU COM] 10-K: (Original Filing)

[Table of Contents PAGE PART I Item 1 Business 1 Item 1A Risk Factors 33 Item 1B Unresolved Staff Comments 81 Item 2 Properties 81 Item 3 Legal Proceedings 81 Item 4 Mine Safety Disclosures 82 PART II Item 5 82 Item 6 Selected Financial Data 84 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations] [Loan Agreement Between Beijing Sogou Technology Development Co., Ltd. And Wang Xiaochuan December 2nd, 2013 This Loan Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following two parties on December 2nd, 2013: Party A: Beijing Sogou Technology Development Co., Ltd., Registered Address: Room 1, Level 9, Sohu Internet Plaza, Zhongguancun East Road, Haidian District,] [Equity Pledge Agreement Among Beijing Sogou Technology Development Co., Ltd. And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., and Shenzhen Tencent Computer System Company Limited December 2nd, 2013 This Equity Pledge Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following parties on December 2nd, 2013: Party A: Beijing Sogou Technology Development Co., Ltd.,] [Exclusive Equity Interest Purchase Rights Agreement Among Beijing Sogou Technology Development Co., Ltd And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., Shenzhen Tencent Computer System Company Limited, And Beijing Sogou Information Service Co., Ltd. December 2nd, 2013 This Exclusive Equity Interest Purchase Rights Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following parties] [Business Operation Agreement Beijing Sogou Technology Development Co., Ltd And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., Shenzhen Tencent Computer System Company Limited, And Beijing Sogou Information Service Co., Ltd. December 2nd, 2013 This Business Operation Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following parties on December 2nd, 2013: Party A: Beijing] [Power of Attorney I, a shareholder of Beijing Sogou Information Service Co., Ltd. (hereinafter referred to as “Sogou Information”), aggregately hold % of the equity of the Company and hereby agree to authorize Beijing Sogou Technology Development Co., Ltd (hereinafter referred to as “Sogou Technology” or the “Authorized Person”) to exercise the shareholder’s rights associated with the said % of] [Exclusive Technology Consulting and Service Agreement between Beijing Sohu New Era Information Technology Co., Ltd. and Beijing Sohu Internet Information Service Co., Ltd. August 2, 2012 This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on August 2, 2012: Party A: Party B: In this Agreement, Party] [Exclusive Technology Consulting and Service Agreement Between Beijing Sohu New Era Information Technology Co., Ltd. And GoodFeel Technology Co., Ltd January 1, 2013 This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on January 1, 2013: Party A: Beijing Sohu New Era Information Technology Co., Ltd. Party] [Exclusive Technology Consulting and Service Agreement Between Beijing Sohu New Era Information Technology Co., Ltd. And Beijing Yi He Jia Xun Information Technology Co., Ltd. August 30, 2011 This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on August 30, 2011: Party A: Beijing Sohu New Era] [Amended and Restated Equity Interest Purchase Right Agreement Among Shenzhen 7Road Network Technologies Co., Ltd. (As the Equity Interest Purchase Obligee) Beijing Gamease Age Digital Technology Co., Ltd. (As the Equity Interest Purchase Obligor) And Shenzhen 7Road Technology Co., Ltd. June 5, 2013 Table of Contents 1. PURCHASE RIGHTS OF EQUITY INTEREST 2 2. PARTY B AND PARTY C’S PROMISES] [Amended and Restated Equity Interest Pledge Agreement Among Shenzhen 7Road Network Technologies Co., Ltd. (As the Equity Interest Pledgee) Beijing Gamease Age Digital Technology Co., Ltd._ (As the Equity Interest Pledgor) And Shenzhen 7Road Technology Co., Ltd. June 5, 2013 Table of Content 1. PLEDGE AND GUARANTEED SCOPE 2 2. PLEDGED EQUITY 2 3. CREATION OF PLEDGE 3 4. TERM] [Power of Attorney The Company, Beijing Gamease Age Digital Technology Co., Ltd., a limited liability company legally established and validly existing in the People’s Republic of China (hereinafter referred to as the “PRC”) , is the shareholder of Shenzhen 7Road Technology Co., Ltd. (hereinafter referred to as “7Road Technology”) holding 100% equity interest in 7Road Technology, hereby irrevocably authorizes the] [AMENDED AND RESTATED BUSINESS OPERATION AGREEMENT Among Shenzhen 7Road Network Technologies Co., Ltd. Shenzhen 7Road Technology Co., Ltd. And Beijing Gamease Age Digital Technology Co., Ltd. June 5, 2013 AMENDED AND RESTATED BUSINESS OPERATION AGREEMENT This Amended and Restated Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Shenzhen, the People’s Republic] [Supplementary Agreement to Technology Development and Utilization Services Agreement Executed by Shenzhen 7Road Technology Co., Ltd. (As service receiver) And Shenzhen 7Road Network Technologies Co., Ltd. (As service provider) June 5, 2013 Supplementary Agreement to Technology Development and Utilization Services Agreement This Supplementary Agreement to Technology Development and Utilization Services Agreement (hereinafter referred to as the “Supplementary Agreement”) is executed] [Supplementary Agreement to Services and Maintenance Agreement Executed by Shenzhen 7Road Technology Co., Ltd. (As service receiver) And Shenzhen 7Road Network Technologies Co., Ltd. (As service provider) June 5, 2013 Supplementary Agreement to Services and Maintenance Agreement This Supplementary Agreement to Services and Maintenance Agreement (hereinafter referred to as the “Supplementary Agreement”) is executed by the following two parties in] [Our Ref: Commercial Banking – A130806 Confidential 13 August 2013 Changyou.com Limited East Tower Jing Yan Building No.29 Shijingshan Road Shijingshan District Beijing 100043 China Attention: Ms. Jackie Li Dear Sirs, BANKING FACILITIES Bank Facilities Borrower With reference to our recent discussions, we, Hang Seng Bank Limited (the “ The Facilities will be made available on the terms and conditions] [Our reference number: FL993A_Changyou.com_new th 26 Confidential Changyou.com Limited East Tower, Jing Yan Building No. 29 Shijingshan Road Shijingshan District Beijing 100043, PRC Attn: Mr. Alex Ho Dear Sirs, Re: Changyou.com Limited US$100 Million Term Loan Facility This letter (this “Facility Letter”) sets out the terms and conditions upon which The Bank of East Asia, Limited will provide a US$100,000,000.00] [Our Ref: Commercial Banking – A130418 Confidential 8 May 2013 Changyou.com HK Limited East Tower Jing Yan Building, No.29 Shijingshan Road, Shijingshan District Beijing 100043 China Attention: Ms. Jackie Li Dear Sirs, BANKING FACILITIES This facility letter supersedes our previous facility letter dated 19 March 2013. Bank Facilities Borrower With reference to our recent discussions, we, Hang Seng Bank Limited] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Investment Agreement Among Koram Games Limited (As the Seller) And HEROIC VISION HOLDINGS LIMITED (As the Buyer) And Beijing Kunlun Technology Co., Ltd. Guangzhou Kunlun Online Information Technology Co., Ltd. Kunlun Korea Co., LTD Signed on November 19, 2013 Confidential Treatment] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Supplementary Agreement to Investment Agreement the Supplementary Agreement This Supplementary Agreement to Investment Agreement (hereinafter referred to as “ (1) Koram Games Limited, a company duly incorporated and validly existing under the laws of Hong Kong, with its registration No. as] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Koram Games Limited And HEROIC VISION HOLDINGS LIMITED And TalkTalk Limited Shareholder Agreement Executed on November 19, 2013 Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Contents ARTICLE 1 DEFINITIONS] [Direct and Indirect Subsidiaries Jurisdiction of Organization Ownership Sohu.com Limited Cayman Islands 100 % Sohu.com (Hong Kong) Ltd. Hong Kong 100 % Beijing Sohu Interactive Software Co., Ltd. People’s Republic of China 100 % Beijing Sohu New Era Information Technology Co., Ltd. People’s Republic of China 100 % Beijing Sohu New Momentum Information Technology Co., Ltd. People’s Republic of China] [Consent of Independent Registered Public Accounting Firm S-8 We hereby consent to the incorporation by reference in the Registration Statements on Form PricewaterhouseCoopers Zhong Tian LLP Beijing, the People’s Republic of China February 28, 2014 EX-23.1 23 d682712dex231.htm EX-23.1] [Consent of Haiwen & Partners, PRC Counsel February 28, 2014 Sohu.com Inc. 18/F, SOHU.com Media Plaza Block 3, No. 2 Kexueyuan South Road Haidian District Beijing 100190 People’s Republic of China Subject: Consent of Haiwen & Partners We also hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Business– Government Regulation] [I, Charles Zhang, certify that: 1. I have reviewed this annual report on Form 10-K of Sohu.com 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, not] [I, Carol Yu, certify that: 1. I have reviewed this annual report on Form 10-K of Sohu.com 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, not] [SOHU.COM INC. OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2013 and results of operations of the Company for the fiscal year ended December 31, 2013. Charles Zhang, Chief Executive Officer and Chairman of the Board of Directors February] [SOHU.COM INC. OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2013 and results of operations of the Company for the fiscal year ended December 31, 2013. Carol Yu, Co-President and Chief Financial Officer February 28, 2014 EX-32.2 28 d682712dex322.htm]

SOHU [SOHU COM] 10-K: Table of Contents PAGE PART I Item 1

[Table of Contents PAGE PART I Item 1 Business 1 Item 1A Risk Factors 33 Item 1B Unresolved Staff Comments 81 Item 2 Properties 81 Item 3 Legal Proceedings 81 Item 4 Mine Safety Disclosures 82 PART II Item 5 82 Item 6 Selected Financial Data 84 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations] [Loan Agreement Between Beijing Sogou Technology Development Co., Ltd. And Wang Xiaochuan December 2nd, 2013 This Loan Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following two parties on December 2nd, 2013: Party A: Beijing Sogou Technology Development Co., Ltd., Registered Address: Room 1, Level 9, Sohu Internet Plaza, Zhongguancun East Road, Haidian District,] [Equity Pledge Agreement Among Beijing Sogou Technology Development Co., Ltd. And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., and Shenzhen Tencent Computer System Company Limited December 2nd, 2013 This Equity Pledge Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following parties on December 2nd, 2013: Party A: Beijing Sogou Technology Development Co., Ltd.,] [Exclusive Equity Interest Purchase Rights Agreement Among Beijing Sogou Technology Development Co., Ltd And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., Shenzhen Tencent Computer System Company Limited, And Beijing Sogou Information Service Co., Ltd. December 2nd, 2013 This Exclusive Equity Interest Purchase Rights Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following parties] [Business Operation Agreement Beijing Sogou Technology Development Co., Ltd And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., Shenzhen Tencent Computer System Company Limited, And Beijing Sogou Information Service Co., Ltd. December 2nd, 2013 This Business Operation Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following parties on December 2nd, 2013: Party A: Beijing] [Power of Attorney I, a shareholder of Beijing Sogou Information Service Co., Ltd. (hereinafter referred to as “Sogou Information”), aggregately hold % of the equity of the Company and hereby agree to authorize Beijing Sogou Technology Development Co., Ltd (hereinafter referred to as “Sogou Technology” or the “Authorized Person”) to exercise the shareholder’s rights associated with the said % of] [Exclusive Technology Consulting and Service Agreement between Beijing Sohu New Era Information Technology Co., Ltd. and Beijing Sohu Internet Information Service Co., Ltd. August 2, 2012 This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on August 2, 2012: Party A: Party B: In this Agreement, Party] [Exclusive Technology Consulting and Service Agreement Between Beijing Sohu New Era Information Technology Co., Ltd. And GoodFeel Technology Co., Ltd January 1, 2013 This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on January 1, 2013: Party A: Beijing Sohu New Era Information Technology Co., Ltd. Party] [Exclusive Technology Consulting and Service Agreement Between Beijing Sohu New Era Information Technology Co., Ltd. And Beijing Yi He Jia Xun Information Technology Co., Ltd. August 30, 2011 This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on August 30, 2011: Party A: Beijing Sohu New Era] [Amended and Restated Equity Interest Purchase Right Agreement Among Shenzhen 7Road Network Technologies Co., Ltd. (As the Equity Interest Purchase Obligee) Beijing Gamease Age Digital Technology Co., Ltd. (As the Equity Interest Purchase Obligor) And Shenzhen 7Road Technology Co., Ltd. June 5, 2013 Table of Contents 1. PURCHASE RIGHTS OF EQUITY INTEREST 2 2. PARTY B AND PARTY C’S PROMISES] [Amended and Restated Equity Interest Pledge Agreement Among Shenzhen 7Road Network Technologies Co., Ltd. (As the Equity Interest Pledgee) Beijing Gamease Age Digital Technology Co., Ltd._ (As the Equity Interest Pledgor) And Shenzhen 7Road Technology Co., Ltd. June 5, 2013 Table of Content 1. PLEDGE AND GUARANTEED SCOPE 2 2. PLEDGED EQUITY 2 3. CREATION OF PLEDGE 3 4. TERM] [Power of Attorney The Company, Beijing Gamease Age Digital Technology Co., Ltd., a limited liability company legally established and validly existing in the People’s Republic of China (hereinafter referred to as the “PRC”) , is the shareholder of Shenzhen 7Road Technology Co., Ltd. (hereinafter referred to as “7Road Technology”) holding 100% equity interest in 7Road Technology, hereby irrevocably authorizes the] [AMENDED AND RESTATED BUSINESS OPERATION AGREEMENT Among Shenzhen 7Road Network Technologies Co., Ltd. Shenzhen 7Road Technology Co., Ltd. And Beijing Gamease Age Digital Technology Co., Ltd. June 5, 2013 AMENDED AND RESTATED BUSINESS OPERATION AGREEMENT This Amended and Restated Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Shenzhen, the People’s Republic] [Supplementary Agreement to Technology Development and Utilization Services Agreement Executed by Shenzhen 7Road Technology Co., Ltd. (As service receiver) And Shenzhen 7Road Network Technologies Co., Ltd. (As service provider) June 5, 2013 Supplementary Agreement to Technology Development and Utilization Services Agreement This Supplementary Agreement to Technology Development and Utilization Services Agreement (hereinafter referred to as the “Supplementary Agreement”) is executed] [Supplementary Agreement to Services and Maintenance Agreement Executed by Shenzhen 7Road Technology Co., Ltd. (As service receiver) And Shenzhen 7Road Network Technologies Co., Ltd. (As service provider) June 5, 2013 Supplementary Agreement to Services and Maintenance Agreement This Supplementary Agreement to Services and Maintenance Agreement (hereinafter referred to as the “Supplementary Agreement”) is executed by the following two parties in] [Our Ref: Commercial Banking – A130806 Confidential 13 August 2013 Changyou.com Limited East Tower Jing Yan Building No.29 Shijingshan Road Shijingshan District Beijing 100043 China Attention: Ms. Jackie Li Dear Sirs, BANKING FACILITIES Bank Facilities Borrower With reference to our recent discussions, we, Hang Seng Bank Limited (the “ The Facilities will be made available on the terms and conditions] [Our reference number: FL993A_Changyou.com_new th 26 Confidential Changyou.com Limited East Tower, Jing Yan Building No. 29 Shijingshan Road Shijingshan District Beijing 100043, PRC Attn: Mr. Alex Ho Dear Sirs, Re: Changyou.com Limited US$100 Million Term Loan Facility This letter (this “Facility Letter”) sets out the terms and conditions upon which The Bank of East Asia, Limited will provide a US$100,000,000.00] [Our Ref: Commercial Banking – A130418 Confidential 8 May 2013 Changyou.com HK Limited East Tower Jing Yan Building, No.29 Shijingshan Road, Shijingshan District Beijing 100043 China Attention: Ms. Jackie Li Dear Sirs, BANKING FACILITIES This facility letter supersedes our previous facility letter dated 19 March 2013. Bank Facilities Borrower With reference to our recent discussions, we, Hang Seng Bank Limited] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Investment Agreement Among Koram Games Limited (As the Seller) And HEROIC VISION HOLDINGS LIMITED (As the Buyer) And Beijing Kunlun Technology Co., Ltd. Guangzhou Kunlun Online Information Technology Co., Ltd. Kunlun Korea Co., LTD Signed on November 19, 2013 Confidential Treatment] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Supplementary Agreement to Investment Agreement the Supplementary Agreement This Supplementary Agreement to Investment Agreement (hereinafter referred to as “ (1) Koram Games Limited, a company duly incorporated and validly existing under the laws of Hong Kong, with its registration No. as] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Koram Games Limited And HEROIC VISION HOLDINGS LIMITED And TalkTalk Limited Shareholder Agreement Executed on November 19, 2013 Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Contents ARTICLE 1 DEFINITIONS] [Direct and Indirect Subsidiaries Jurisdiction of Organization Ownership Sohu.com Limited Cayman Islands 100 % Sohu.com (Hong Kong) Ltd. Hong Kong 100 % Beijing Sohu Interactive Software Co., Ltd. People’s Republic of China 100 % Beijing Sohu New Era Information Technology Co., Ltd. People’s Republic of China 100 % Beijing Sohu New Momentum Information Technology Co., Ltd. People’s Republic of China] [Consent of Independent Registered Public Accounting Firm S-8 We hereby consent to the incorporation by reference in the Registration Statements on Form PricewaterhouseCoopers Zhong Tian LLP Beijing, the People’s Republic of China February 28, 2014 EX-23.1 23 d682712dex231.htm EX-23.1] [Consent of Haiwen & Partners, PRC Counsel February 28, 2014 Sohu.com Inc. 18/F, SOHU.com Media Plaza Block 3, No. 2 Kexueyuan South Road Haidian District Beijing 100190 People’s Republic of China Subject: Consent of Haiwen & Partners We also hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Business– Government Regulation] [I, Charles Zhang, certify that: 1. I have reviewed this annual report on Form 10-K of Sohu.com 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, not] [I, Carol Yu, certify that: 1. I have reviewed this annual report on Form 10-K of Sohu.com 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, not] [SOHU.COM INC. OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2013 and results of operations of the Company for the fiscal year ended December 31, 2013. Charles Zhang, Chief Executive Officer and Chairman of the Board of Directors February] [SOHU.COM INC. OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2013 and results of operations of the Company for the fiscal year ended December 31, 2013. Carol Yu, Co-President and Chief Financial Officer February 28, 2014 EX-32.2 28 d682712dex322.htm]

CBAK [CHINA BAK BATTERY] 10-K: (Original Filing)

[FORM 10-K (Mark One) September 30, 2013 For the fiscal year ended: or the transition period from _____________ to _____________ 001-32898 Commission File No. CHINA BAK BATTERY, INC. Nevada 88-0442833 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification No.) Organization) BAK Industrial Park No. 1 BAK Street Kuichong Town, Longgang District Shenzhen 518119 People’s Republic of China (86-755)] [Borrower: Shenzhen BAK Battery Co., Ltd Lender: Jinghui Wang In accordance with related laws and regulations, the two parties agreed to this agreement on December 17, 2013. 1. Basic 1.1 The loan amount is RMB 370,000,000. 1.2 The loan will be transferred by the Lender to the Borrower’s account before January 17, 2014 in installments, among which RMB 80 million] [] [] [] [LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization BAK Battery Canada Ltd. Canada BAK Battery (Shenzhen) Co., Ltd. People’s Republic of China BAK Europe GmbH Germany BAK International Limited Hong Kong BAK International (Tianjin) Ltd. People’s Republic of China BAK Telecom India Private Limited (1) India China BAK Asia Holdings Limited Hong Kong Dalian BAK Trading Ltd. People’s Republic] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-148253, No. 333-151678 and No. 333-151985) and the Registration Statements on Form S-8 (No. 333-137747, No. 333-153649 and No. 333-153650) of China BAK Battery, Inc. (the “Company”) of our report dated January 14, 2014, relating to the] [CERTIFICATIONS I, Xiangqian Li, certify that: 1. I have reviewed this annual report on Form 10-K of China BAK Battery, 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] [OF THE SARBANES-OXLEY ACT OF 2002 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. th Accounting Officer)] [Summary of Supplemental Agreement (No. 2012 Zhenzhongyingang ebuxiezi 000527) entered into between Shenzhen BAK Battery Co., Ltd and Shenzhen Longgang Branch, Bank of China on Oct 15, 2013. Main articles: 1. Extension of Loan As applied by Party A, the both parties agreed to the extension of the loan under the Loan Agreement (No. 2011 Zhenzhongyin Gangjiezi 00043) as flows:] [Summary of Mortgage Contract of Maximum Amount ( the “Contract”) Entered into by and between Shenzhen BAK Battery, Co., Ltd (the “Mortgager”) and Shenzhen Longgang Branch, Bank of China (the “Creditor”) on July 24, 2013 Main contents: Contract number: 2012 Zhenzhongyin Gang Edizi 000527-2; In order to guarantee the indebtedness of RMB 400 million for Shenzhen BAK Battery Co., Ltd.] [Summary of Accounts Receivable Pledge Contract ( the “Contract”) Entered into by and between Shenzhen BAK Battery, Co., Ltd (the “Mortgager”) and Shenzhen Longgang Branch, Bank of China (the “Creditor”) on July 3, 2013 Main contents: Contract number: 2012 Zhenzhongyin Gang zhizi 000527; In order to guarantee the indebtedness of RMB 400 million for Shenzhen BAK Battery Co., Ltd. (the] [Summary of Pledge Contract of Maximum Amount ( the “Contract”) Entered into by and between BAK International Limited (the “Mortgager”) and Shenzhen Longgang Branch, Bank of China (the “Creditor”) on Oct 15, 2013 Main contents: Contract number: 2013 Zhenzhongyin Gangzhizi 000527-2; In order to guarantee the indebtedness of RMB 400 million for Shenzhen BAK Battery Co., Ltd. (the “Obligor”) towards] [Summary of Mortgage Contract of Maximum Amount ( the “Contract”) Entered into by and between Shenzhen BAK Battery, Co., Ltd (the “Mortgager”) and Shenzhen Longgang Branch, Bank of China (the “Creditor”) on Sept 29, 2013 Main contents: Contract number: 2012 Zhenzhongyin Gangdizi 000527; In order to guarantee the indebtedness of RMB 370 million for Shenzhen BAK Battery Co., Ltd. (the]

CBAK [CHINA BAK BATTERY] 10-K: FORM 10-K (Mark One) September 30, 2013 For

[FORM 10-K (Mark One) September 30, 2013 For the fiscal year ended: or the transition period from _____________ to _____________ 001-32898 Commission File No. CHINA BAK BATTERY, INC. Nevada 88-0442833 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification No.) Organization) BAK Industrial Park No. 1 BAK Street Kuichong Town, Longgang District Shenzhen 518119 People’s Republic of China (86-755)] [Borrower: Shenzhen BAK Battery Co., Ltd Lender: Jinghui Wang In accordance with related laws and regulations, the two parties agreed to this agreement on December 17, 2013. 1. Basic 1.1 The loan amount is RMB 370,000,000. 1.2 The loan will be transferred by the Lender to the Borrower’s account before January 17, 2014 in installments, among which RMB 80 million] [] [] [] [LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization BAK Battery Canada Ltd. Canada BAK Battery (Shenzhen) Co., Ltd. People’s Republic of China BAK Europe GmbH Germany BAK International Limited Hong Kong BAK International (Tianjin) Ltd. People’s Republic of China BAK Telecom India Private Limited (1) India China BAK Asia Holdings Limited Hong Kong Dalian BAK Trading Ltd. People’s Republic] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-148253, No. 333-151678 and No. 333-151985) and the Registration Statements on Form S-8 (No. 333-137747, No. 333-153649 and No. 333-153650) of China BAK Battery, Inc. (the “Company”) of our report dated January 14, 2014, relating to the] [CERTIFICATIONS I, Xiangqian Li, certify that: 1. I have reviewed this annual report on Form 10-K of China BAK Battery, 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] [OF THE SARBANES-OXLEY ACT OF 2002 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. th Accounting Officer)] [Summary of Supplemental Agreement (No. 2012 Zhenzhongyingang ebuxiezi 000527) entered into between Shenzhen BAK Battery Co., Ltd and Shenzhen Longgang Branch, Bank of China on Oct 15, 2013. Main articles: 1. Extension of Loan As applied by Party A, the both parties agreed to the extension of the loan under the Loan Agreement (No. 2011 Zhenzhongyin Gangjiezi 00043) as flows:] [Summary of Mortgage Contract of Maximum Amount ( the “Contract”) Entered into by and between Shenzhen BAK Battery, Co., Ltd (the “Mortgager”) and Shenzhen Longgang Branch, Bank of China (the “Creditor”) on July 24, 2013 Main contents: Contract number: 2012 Zhenzhongyin Gang Edizi 000527-2; In order to guarantee the indebtedness of RMB 400 million for Shenzhen BAK Battery Co., Ltd.] [Summary of Accounts Receivable Pledge Contract ( the “Contract”) Entered into by and between Shenzhen BAK Battery, Co., Ltd (the “Mortgager”) and Shenzhen Longgang Branch, Bank of China (the “Creditor”) on July 3, 2013 Main contents: Contract number: 2012 Zhenzhongyin Gang zhizi 000527; In order to guarantee the indebtedness of RMB 400 million for Shenzhen BAK Battery Co., Ltd. (the] [Summary of Pledge Contract of Maximum Amount ( the “Contract”) Entered into by and between BAK International Limited (the “Mortgager”) and Shenzhen Longgang Branch, Bank of China (the “Creditor”) on Oct 15, 2013 Main contents: Contract number: 2013 Zhenzhongyin Gangzhizi 000527-2; In order to guarantee the indebtedness of RMB 400 million for Shenzhen BAK Battery Co., Ltd. (the “Obligor”) towards] [Summary of Mortgage Contract of Maximum Amount ( the “Contract”) Entered into by and between Shenzhen BAK Battery, Co., Ltd (the “Mortgager”) and Shenzhen Longgang Branch, Bank of China (the “Creditor”) on Sept 29, 2013 Main contents: Contract number: 2012 Zhenzhongyin Gangdizi 000527; In order to guarantee the indebtedness of RMB 370 million for Shenzhen BAK Battery Co., Ltd. (the]

HGSH [CHINA HGS REAL ESTATE] 10-K: (Original Filing)

[] [CERTIFICATION (1) I have reviewed this Annual Report on Form 10-K of China HGS Real Estate Inc. for the fiscal year ended September 30, 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] [CERTIFICATION (1) I have reviewed this Annual Report on Form 10-K of China HGS Real Estate Inc. for the fiscal year ended September 30, 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] [Certification (1) He has reviewed this Annual Report on Form 10-K of China HGS Real Estate Inc. for the fiscal year ended September 30, 2013; and (2) Based on his knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in the light of]

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HGSH [CHINA HGS REAL ESTATE] 10-K:

[] [CERTIFICATION (1) I have reviewed this Annual Report on Form 10-K of China HGS Real Estate Inc. for the fiscal year ended September 30, 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] [CERTIFICATION (1) I have reviewed this Annual Report on Form 10-K of China HGS Real Estate Inc. for the fiscal year ended September 30, 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] [Certification (1) He has reviewed this Annual Report on Form 10-K of China HGS Real Estate Inc. for the fiscal year ended September 30, 2013; and (2) Based on his knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in the light of]

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LEDS [SemiLEDs] 10-K: (Original Filing)

[FORM 10-K (Mark One) ý For the fiscal year ended August 31, 2013 OR o For the transition period from to SemiLEDs Corporation Delaware 20-2735523 3F, No. 11 Ke Jung Rd., Chu-Nan Site, 350 +886-37-586788 Title of each class Name of each exchange on which registered Common stock, par value $0.0000056 per share The NASDAQ Global Select Market None o] [List of Subsidiaries Name Jurisdiction of Percentage of Majority Owned Subsidiaries: SemiLEDs Optoelectronics Co., Ltd. Taiwan 100 % Helios Crew Corporation Delaware 100 % Silicon Base Development, Inc. Taiwan 100 % SemiLEDs International Corporation Ltd. Hong Kong 100 % Ning Xiang Technology Co., Ltd. Taiwan 87] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders SemiLEDs Corporation: We consent to the incorporation by reference in the registration statement (No. 333-171107) on Form S-8 of SemiLEDs Corporation of our report dated November 26 , 201 3 with respect to the consolidated balance sheet s of SemiLEDs Corporation and subsidiaries as of August 31,] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Shareholders Xurui Guangdian Co., Ltd.: We consent to the incorporation by reference in the registration statement (No. 333-171107) on Form S-8 of SemiLEDs Corporation of our report dated November 20, 2012, with respect to the balance sheet of Xurui Guangdian Co., Ltd. as of August 31, 2012, and] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF THE SARBANES-OXLEY ACT OF 2002 I, Trung Tri Doan, certify that: 1. 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, not] [CERTIFICATION OF CHIEF FINANCIAL OFFICER OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy Lin, certify that: 1. 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, not misleading] [CERTIFICATION SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Dated: Novemb er 26 , 201 3 EX-32.1 7 a2217529zex-32_1.htm EX-32.1] [CERTIFICATION SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Dated: Novemb er 26 , 201 3 EX-32.2 8 a2217529zex-32_2.htm EX-32.2]

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LEDS [SemiLEDs] 10-K: FORM 10-K (Mark One) ý For the fiscal

[FORM 10-K (Mark One) ý For the fiscal year ended August 31, 2013 OR o For the transition period from to SemiLEDs Corporation Delaware 20-2735523 3F, No. 11 Ke Jung Rd., Chu-Nan Site, 350 +886-37-586788 Title of each class Name of each exchange on which registered Common stock, par value $0.0000056 per share The NASDAQ Global Select Market None o] [List of Subsidiaries Name Jurisdiction of Percentage of Majority Owned Subsidiaries: SemiLEDs Optoelectronics Co., Ltd. Taiwan 100 % Helios Crew Corporation Delaware 100 % Silicon Base Development, Inc. Taiwan 100 % SemiLEDs International Corporation Ltd. Hong Kong 100 % Ning Xiang Technology Co., Ltd. Taiwan 87] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders SemiLEDs Corporation: We consent to the incorporation by reference in the registration statement (No. 333-171107) on Form S-8 of SemiLEDs Corporation of our report dated November 26 , 201 3 with respect to the consolidated balance sheet s of SemiLEDs Corporation and subsidiaries as of August 31,] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Shareholders Xurui Guangdian Co., Ltd.: We consent to the incorporation by reference in the registration statement (No. 333-171107) on Form S-8 of SemiLEDs Corporation of our report dated November 20, 2012, with respect to the balance sheet of Xurui Guangdian Co., Ltd. as of August 31, 2012, and] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF THE SARBANES-OXLEY ACT OF 2002 I, Trung Tri Doan, certify that: 1. 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, not] [CERTIFICATION OF CHIEF FINANCIAL OFFICER OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy Lin, certify that: 1. 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, not misleading] [CERTIFICATION SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Dated: Novemb er 26 , 201 3 EX-32.1 7 a2217529zex-32_1.htm EX-32.1] [CERTIFICATION SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Dated: Novemb er 26 , 201 3 EX-32.2 8 a2217529zex-32_2.htm EX-32.2]

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SCOK [Hongli Clean Energy Technologies] 10-K: (Original Filing)

[TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K FOR YEAR ENDED JUNE 30, 2013 Page PART I Item 1. Business 4 Item 1A. Risk Factors 22 Item 1B. Unresolved Staff Comments 33 Item 2. Properties 34 Item 3. Legal Proceedings 34 Item 4. Mine Safety Disclosures 34 PART II Item 5. 35 Item 6. Selected Financial Data 35 Item] [Subsidiaries of SinoCoking Coal and Coke Chemical Industries, Inc. 1. 2. Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd. (“Hongyuan”), a limited liability company in the People’s Republic of China (“PRC”), is wholly owned by Top Favour. 3. Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd. (“Hongli”), a limited liability company in the PRC, is controlled by Hongyuan] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (File No. 333-178325) of Sinocoking Coal and Coke Chemical Industries, Inc. (the “Company”) of our audit report dated September 30, 2013, with respect to the consolidated financial statements of the Company which is included in this Annual Report] [CERTIFICATION I, Jianhua Lv, certify that: 1. I have reviewed this Annual Report on Form 10-K of SinoCoking Coal and Coke Chemical Industries, 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] [CERTIFICATION I, Zan Wu, certify that: 1. I have reviewed this Annual Report on Form 10-K of SinoCoking Coal and Coke Chemical Industries, 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] [CERTIFICATION (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Jianhua Lv Chief Executive Officer] [CERTIFICATION (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Zan Wu Chief Financial Officer (Principal Financial and Accounting Officer)] [Lease Agreement of Coking Operations Party A: Pingdingshan Hongfeng Coal Processing and Coking, Ltd. Party B: Henan Province Pingdingshan Hongli Coal and Coke Co., Ltd. Parties A and B, through mutual negotiations, and in light of Party A being the trustee of Pingdingshan Hongye Taigongyi Co., Ltd., agree in Pingdingshan on April 8, 2013, as follows: 1. Party B shall] [Second Supplemental Agreement to Loan Agreement BR2011021-008 Agreement Number: Party A (Lender): Bairui Trust Co., Ltd. Legal Representative: MA Baojun Address: ZhongyuanGuangdong Development Financial Building, Business Waihuan Road10th, Zhengdong New District, Zhengzhou Contact Address: ZhongyuanGuangdong Development Financial Building, Business Waihuan Road10th, Zhengdong New District, Zhengzhou Telephone Number: 0371-69177223 Fax: 0371-69177300 Party B (Borrower): Pingdingshan Hongli Coking and Coal Co., Ltd.] [Second Supplemental Agreement to Guarantee Agreement BR2011021-009 Agreement Number: Party A (Lender): Bairui Trust Co., Ltd. Legal Representative: MA Baojun Address: Zhongyuan Guangdong Development Financial Building, Business Waihuan Road10th, Zhengdong New District, Zhengzhou Party B (Guarantor): Hongyuan Energy Science and Technology Development Co., Ltd. Pingdingshan Legal Representative: LV Jianhua Address: West Renmin Road, Chengguan, Baofeng, Pingdingshan, Henan Province, People’s Republic] [Loan Agreement Borrower: (Party A) Ziben Tiantang Co., Ltd. Lender: (Party B) Top Favor Limited In view of handling foreign-related matters, Parties A and B make this agreement through friendly consultation to mutually abide by its terms. 1. Loan Amount Party A hereby confirms that it has borrowed US$10,044,200.00 from Party B as of the date this agreement is signed.] [Loan Agreement Borrower: (Party A) Ziben Tiantang Co., Ltd. Lender: (Party B) Top Favor Limited In view of handling foreign-related matters, Parties A and B make this agreement through friendly consultation to mutually abide by its terms. 1. Loan Amount Party A hereby confirms that it has borrowed US$250,000.00 from Party B as of the date this agreement is signed.] [Assets Transfer Agreement Party A: Henan Pingdingshan Hongli Coal and Coke Co., Ltd. Party B: Pingdingshan Rural Credit Cooperative Union In view of preparation by Pingdingshan Rural Credit Cooperative Union to transfer assets, Parties A and B, on the basis of sincerity and reciprocity, agree as follows: 1. Party B shall transfer assets under its management publicly through assessment, bidding,]

SCOK [Hongli Clean Energy Technologies] 10-K: TABLE OF CONTENTS TO ANNUAL REPORT ON FORM

[TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K FOR YEAR ENDED JUNE 30, 2013 Page PART I Item 1. Business 4 Item 1A. Risk Factors 22 Item 1B. Unresolved Staff Comments 33 Item 2. Properties 34 Item 3. Legal Proceedings 34 Item 4. Mine Safety Disclosures 34 PART II Item 5. 35 Item 6. Selected Financial Data 35 Item] [Subsidiaries of SinoCoking Coal and Coke Chemical Industries, Inc. 1. 2. Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd. (“Hongyuan”), a limited liability company in the People’s Republic of China (“PRC”), is wholly owned by Top Favour. 3. Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd. (“Hongli”), a limited liability company in the PRC, is controlled by Hongyuan] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (File No. 333-178325) of Sinocoking Coal and Coke Chemical Industries, Inc. (the “Company”) of our audit report dated September 30, 2013, with respect to the consolidated financial statements of the Company which is included in this Annual Report] [CERTIFICATION I, Jianhua Lv, certify that: 1. I have reviewed this Annual Report on Form 10-K of SinoCoking Coal and Coke Chemical Industries, 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] [CERTIFICATION I, Zan Wu, certify that: 1. I have reviewed this Annual Report on Form 10-K of SinoCoking Coal and Coke Chemical Industries, 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] [CERTIFICATION (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Jianhua Lv Chief Executive Officer] [CERTIFICATION (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Zan Wu Chief Financial Officer (Principal Financial and Accounting Officer)] [Lease Agreement of Coking Operations Party A: Pingdingshan Hongfeng Coal Processing and Coking, Ltd. Party B: Henan Province Pingdingshan Hongli Coal and Coke Co., Ltd. Parties A and B, through mutual negotiations, and in light of Party A being the trustee of Pingdingshan Hongye Taigongyi Co., Ltd., agree in Pingdingshan on April 8, 2013, as follows: 1. Party B shall] [Second Supplemental Agreement to Loan Agreement BR2011021-008 Agreement Number: Party A (Lender): Bairui Trust Co., Ltd. Legal Representative: MA Baojun Address: ZhongyuanGuangdong Development Financial Building, Business Waihuan Road10th, Zhengdong New District, Zhengzhou Contact Address: ZhongyuanGuangdong Development Financial Building, Business Waihuan Road10th, Zhengdong New District, Zhengzhou Telephone Number: 0371-69177223 Fax: 0371-69177300 Party B (Borrower): Pingdingshan Hongli Coking and Coal Co., Ltd.] [Second Supplemental Agreement to Guarantee Agreement BR2011021-009 Agreement Number: Party A (Lender): Bairui Trust Co., Ltd. Legal Representative: MA Baojun Address: Zhongyuan Guangdong Development Financial Building, Business Waihuan Road10th, Zhengdong New District, Zhengzhou Party B (Guarantor): Hongyuan Energy Science and Technology Development Co., Ltd. Pingdingshan Legal Representative: LV Jianhua Address: West Renmin Road, Chengguan, Baofeng, Pingdingshan, Henan Province, People’s Republic] [Loan Agreement Borrower: (Party A) Ziben Tiantang Co., Ltd. Lender: (Party B) Top Favor Limited In view of handling foreign-related matters, Parties A and B make this agreement through friendly consultation to mutually abide by its terms. 1. Loan Amount Party A hereby confirms that it has borrowed US$10,044,200.00 from Party B as of the date this agreement is signed.] [Loan Agreement Borrower: (Party A) Ziben Tiantang Co., Ltd. Lender: (Party B) Top Favor Limited In view of handling foreign-related matters, Parties A and B make this agreement through friendly consultation to mutually abide by its terms. 1. Loan Amount Party A hereby confirms that it has borrowed US$250,000.00 from Party B as of the date this agreement is signed.] [Assets Transfer Agreement Party A: Henan Pingdingshan Hongli Coal and Coke Co., Ltd. Party B: Pingdingshan Rural Credit Cooperative Union In view of preparation by Pingdingshan Rural Credit Cooperative Union to transfer assets, Parties A and B, on the basis of sincerity and reciprocity, agree as follows: 1. Party B shall transfer assets under its management publicly through assessment, bidding,]

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