XRS [TAL Education] 20-F: FORM20-F (Mark One) o OR x OR o

[FORM20-F (Mark One) o OR x OR o For the transition period from to . OR ote of event requiring this shellmpany report . . . . . . . . . . . . . . . . . . . TAL Education N/Ayman Islands (Jurisdiction oforporation or organization)] [Exclusive Servicereementreement This Exclusive Servicereement ( Party A : TAL Education Technology (Beijing)Ltd. Party B: Beijing Dongfangrenliience&mmerceLtd. Party C: Appendix I Individuals listed in Party Parties (Each of Party A, Party B and Party C, a WHEREAS, (1)Party A is a wholly foreign-owned enterprise duly registered and validly existing under the laws, owning resources to] [Optionreement The Optionreement,ted of December27, 2011, is made by and among the following parties in Beijing: Party A: TAL Education Technology (Beijing)Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China (PRC). Party B: Appendix I] [Equity Interest Pledgereementreement This Equity Interest Pledgereement ( Party A : TAL Education Technology (Beijing)Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China (PRC). Party B: Individuals listed in Appendix I, beingl of the shareholders of Party C, and the shareholding structure of Party] [Power of Attorney Dongfangrenli WFOE Trustee On thendition of permission by relevant laws and regulation, we exclusively authorize the Trustee to exercise our rights ourent according to theents own will, whichludes but not limited to: 1. Participating the shareholders meeting of Dongfangrenli; 2. Exercisingl the rights of shareholders of Dongfangrenli on its shareholders meetings according] [Name Jurisdictionof Subsidiaries: Beijing Huanqiu Zhikang Shidai EducationnsultingLtd. Beijing Yidu Huida Education TechnologyLtd. TAL Education Technology (Beijing)Ltd. Xueersi International Education Limited Hong Kong Yidu Technologyyman Islands Yidu Technology Limited Hong Kong Variable Interest Entities: Beijing Xueersi Education TechnologyLtd.] [I, Bangxin Zhang, certify that: 1. I have reviewed this annual report on Form20-F of TAL Education; 2. Based on my knowledge, this report does notntain 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 by the Principal Financial Officer I, Joseph Kauffman, certify that: 1. I have reviewed this annual report on Form20-F of TAL Education; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [(2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Bangxin Zhang Chairman and Chief Executive Officer 1 EX-13.1 a12-8310_1ex13d1.htm 9 EX-13.1] [Certification by the Principal Financial Officer (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Joseph Kauffman Chief Financial Officer 1 EX-13.2 a12-8310_1ex13d2.htm 10 EX-13.2] [TIANYUAN LAW FIRM 10/F, CPIC Plaza, 28 Fengsheng Lane, Xicheng District Beijing 100032, P. R. China Tel: (8610) 5776-3888; Fax: (8610)5776-3777. TAL Education 18/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District Beijing 100080 Peoples Republic of China Ladies and Gentlemen: Sincerely yours, Tian Yuan Law Firm EX-15.1 a12-8310_1ex15d1.htm 11 EX-15.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to theorporation by reference in the Registration Statement No.333-172178 on FormS-8 of our reportsted June27, 2012, relating to thensolidated financial statements of TAL Education, its subsidiaries, its variable interest entities (the VIEs) and its VIEs subsidiaries (collectively the), and the effectiveness of thes internalntrol over financial reporting,] [June27, 2012 Board of Directors TAL Education 17/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District Beijing, 100080, Peoples Republic of China Subject: WRITTENNSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED EX-15.3 a12-8310_1ex15d3.htm 13 EX-15.3]

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IDI [IDI] 20-F: (Original Filing)

[Page 1 PART I 4 Item 1 Identity of Directors, Senior Management and Advisers 4 Item 2 Offer Statistics and Expected Timetable 4 Item 3 Key Information 4 Item 4 Information on the Company 29 Item 4A Unresolved Staff Comments 49 Item 5 Operating and Financial Review and Prospects 49 Item 6 Directors, Senior Management and Employees 66 Item 7] [Enterprise Entity Business License Registration Number: Registration Authority: (Seal Affixed) Domicile: Legal Representative: Registered Capital: Contributed Capital: Corporation Type: Business Scope: Sole Shareholder: Operation Period: EX-4.19 2 d343531dex419.htm EX-4.19] [FIFTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE FIFTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE Amendment “ SM Cayman ” CSV Representative DB Representative Management Shareholder Representative SM Shareholders’ Representatives “ Amendment Effective Date ” This Recitals WHEREAS, Company SEA WHEREAS WHEREAS Agreement NOW, THEREFORE, 1. Section 12.4 of the SEA] [Execution Copy EXECUTIVE EMPLOYMENT AGREEMENT Agreement Company Executive SM Group This EXECUTIVE EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the Term (as defined below) of Employment. B. The Executive desires to be employed by the Company during the Term of Employment and under] [Name Jurisdiction Ad-Icon Company Limited Hong Kong Ad-Icon Advertising (Shanghai) Co., Ltd. China Beijing Wanshuizhiyuan Advertising Co., Ltd. China Great Talent Holdings Limited Hong Kong Jieli Investment Management Consulting (Shanghai) Co., Ltd. China Jieli Network Technology Development (Shanghai) Co., Ltd. China Qingdao Kaixiang Advertising Co., Ltd. China Quanwei Advertising (Shanghai) Co., Ltd. China SearchMedia International Limited China Shanghai Botang Advertising] [CERTIFICATIONS I, Peter Tan, certify that: 1. I have reviewed this annual report on Form 20-F of SearchMedia Holdings Limited; 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] [CERTIFICATIONS I, Wilfred Chow, certify that: 1. I have reviewed this annual report on Form 20-F of SearchMedia Holdings Limited; 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] [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. May 15, 2012 Peter Tan Chief Executive Officer EX-13.1 8 d343531dex131.htm EX-13.1] [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. May 15, 2012 Wilfred Chow Chief Financial Officer EX-13.2 9 d343531dex132.htm EX-13.2] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statements of SearchMedia Holdings Limited (the “Company”) on Form F-3 (Registration No. 333-176634) and Form S-8 (Registration No. 333-177025) of our report dated May 15, 2012, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statements of SearchMedia Holdings Limited (the “Company”) on Form F-3 (Registration No. 333-176634) and Form S-8 (Registration No. 333-177025) of our report dated October 29, 2010 with respect to our audit of the consolidated financial statements of the Company as of December 31, 2009]

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VIMC [Vimicro International] 20-F: Page INTRODUCTION 1 PART I 3 ITEM 1.

[Page INTRODUCTION 1 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION] [Assets Transfer Agreement between Vimicro Corporation (北京中星微电子有限公司) and Vimicro Qingdao Corporation (青岛中星微电子有限公司) December 27, 2011 Table of Contents Page Article 1 Transfer of Target Assets 1 2 Closing and Payment 1 3 Covenants 3 4 Tax 3 5 Confidentiality 3] [Fixed Assets Loan Contract 1 Contract No.: 127093992012001 Borrower (Party A): Vimicro Electronics Corporation Address: 11/F, Ronghui Tower, No. 58 Dongting Road, Tianjin Economic and Technological Development Zone Postal Code: 300457 Legal Representative (Principal Officer): Deng Zhonghan Fax: 59861000 Tel.: 59861000 Lender (Party B): China Construction Bank Tianjin Development Zone Branch Address: E3AB, Binhai Financial Street, No. 20 Guangchang East] [MORTGAGE CONTRACT Contract No.: 127093992012001 Mortgagor (Party A): Vimicro Electronics Corporation Address: 11/F, Ronghui Tower, No. 58 Dongting Road, Tianjin Economic and Technological Development Zone Postal Code: 300457 Legal Representative (Principal): Deng Zhonghan Fax: 59861000 Tel.: 59861000 Mortgagee (Party B): China Construction Bank Tianjin Development Zone Branch Address: E3AB, Binhai Financial Street, No. 20 Guangchang East Road, Tianjin Development Zone] [GUARANTEE CONTRACT Contract No.: 127093992012001 Guarantor (Party A): Vimicro Corporation Address: 15/F, Shining Tower, No. 35 Xueyuan Road, Haidian District, Beijing, P.R.C Postal Code: 100191 Legal Representative (Principal): Deng Zhonghan Fax: 010-68944075 Tel.: 010-68948888 Creditor (Party B): China Construction Bank Tianjin Development Zone Branch Address: E3AB, Binhai Financial Street, No. 20 Guangchang East Road, Tianjin Development Zone Branch Postal Code:] [List of Subsidiaries Our Subsidiaries • Vimicro Corporation, incorporated in the People’s Republic of China • Vimicro Technology Corporation, incorporated in the People’s Republic of China • Viewtel Corporation, incorporated in California, U.S.A. • Vimicro Electronics International Limited, incorporated in Hong Kong Special Administrative Region • Vimicro Electronic Technology Corporation, incorporated in the People’s Republic of China • Vimicro High-Tech] [Certification by the Chief Executive Officer I, Zhonghan (John) Deng, certify that: 1. I have reviewed this annual report on Form 20-F of Vimicro International Corporation (the “Company”); 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] [Certification by the Chief Financial Officer I, Peidong (Richard) Wu, certify that: 1. I have reviewed this annual report on Form 20-F of Vimicro International Corporation (the “Company”); 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] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zhonghan (John) Deng Chief Executive Officer] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Peidong (Richard) Wu Chief Financial Officer] [Our ref DLK\605073\5292898v4 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Vimicro International Corporation 15/F Shining Tower No. 35 Xueyuan Road Haidian District Beijing 100191 People’s Republic of China 15 May 2012 Dear Sir Re: Vimicro International Corporation Company We have acted as legal advisors as to the laws of the Cayman Islands to Vimicro International Corporation, an exempted limited liability] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-135914) of the 2004 Share Option Plan and 2005 Share Incentive Plan of Vimicro International Corporation, (2) Registration Statement (Form S-8 No. 333-166829) of the 2005 Share Incentive Plan of Vimicro International Corporation, and (3)]

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IDI [IDI] 20-F: Page 1 PART I 4 Item 1 Identity

[Page 1 PART I 4 Item 1 Identity of Directors, Senior Management and Advisers 4 Item 2 Offer Statistics and Expected Timetable 4 Item 3 Key Information 4 Item 4 Information on the Company 29 Item 4A Unresolved Staff Comments 49 Item 5 Operating and Financial Review and Prospects 49 Item 6 Directors, Senior Management and Employees 66 Item 7] [Enterprise Entity Business License Registration Number: Registration Authority: (Seal Affixed) Domicile: Legal Representative: Registered Capital: Contributed Capital: Corporation Type: Business Scope: Sole Shareholder: Operation Period: EX-4.19 2 d343531dex419.htm EX-4.19] [FIFTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE FIFTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE Amendment “ SM Cayman ” CSV Representative DB Representative Management Shareholder Representative SM Shareholders’ Representatives “ Amendment Effective Date ” This Recitals WHEREAS, Company SEA WHEREAS WHEREAS Agreement NOW, THEREFORE, 1. Section 12.4 of the SEA] [Execution Copy EXECUTIVE EMPLOYMENT AGREEMENT Agreement Company Executive SM Group This EXECUTIVE EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the Term (as defined below) of Employment. B. The Executive desires to be employed by the Company during the Term of Employment and under] [Name Jurisdiction Ad-Icon Company Limited Hong Kong Ad-Icon Advertising (Shanghai) Co., Ltd. China Beijing Wanshuizhiyuan Advertising Co., Ltd. China Great Talent Holdings Limited Hong Kong Jieli Investment Management Consulting (Shanghai) Co., Ltd. China Jieli Network Technology Development (Shanghai) Co., Ltd. China Qingdao Kaixiang Advertising Co., Ltd. China Quanwei Advertising (Shanghai) Co., Ltd. China SearchMedia International Limited China Shanghai Botang Advertising] [CERTIFICATIONS I, Peter Tan, certify that: 1. I have reviewed this annual report on Form 20-F of SearchMedia Holdings Limited; 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] [CERTIFICATIONS I, Wilfred Chow, certify that: 1. I have reviewed this annual report on Form 20-F of SearchMedia Holdings Limited; 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] [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. May 15, 2012 Peter Tan Chief Executive Officer EX-13.1 8 d343531dex131.htm EX-13.1] [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. May 15, 2012 Wilfred Chow Chief Financial Officer EX-13.2 9 d343531dex132.htm EX-13.2] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statements of SearchMedia Holdings Limited (the “Company”) on Form F-3 (Registration No. 333-176634) and Form S-8 (Registration No. 333-177025) of our report dated May 15, 2012, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statements of SearchMedia Holdings Limited (the “Company”) on Form F-3 (Registration No. 333-176634) and Form S-8 (Registration No. 333-177025) of our report dated October 29, 2010 with respect to our audit of the consolidated financial statements of the Company as of December 31, 2009]

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PWRD [Perfect World] 20-F: (Original Filing)

[INTRODUCTION 1 2 PART I. ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 33 ITEM 4A. UNRESOLVED STAFF COMMENTS 60 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 60 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 89 ITEM 7.] [Amendments to the Amended and Restated Memorandum and Articles of Association Amendment of Article 8(d)(iii) of the Amended and Restated Memorandum and Articles of Association of the Company by replacing it with the following paragraph: “Upon any sale, transfer or disposition of Class A Ordinary Shares by a holder thereof to any person or entity which is not an Affiliate] [Equity Transfer Agreement This Agreement is hereby made and concluded by and between the following Parties in Beijing, People’s Republic of China (hereinafter referred to as “China”) on July 25, 2011. Party A: Yufeng Chi ID No.: 110108197109148935 Address: 302, Unit 6, 5#, Yicheng Dongyuan Neighborhood, Haidian District, Beijing Qi Zhu ID No.: 110101197208063019 Address: 203, Unit 1, 2#, East] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on February 16, 2012. This agreement is valid dating from the signing day of Equity Transfer Agreement, signed by Yufeng Chi, Qi Zhu and Yunfan Zhang on July 25, 2011. Party A: Beijing Perfect World Software Technology Co.,] [Power of Attorney The shareholders of Beijng Huanxiang Zongheng Chinese Literature Website Co., Ltd. (“HZ Co.”), Yufeng Chi (ID No.: 110108197109148935), Qi Zhu (ID No.: 110101197208063019) and Yunfan Zhang (ID No.: 510283197902152833) hereby irrevocably authorize Beijing Perfect World Software Co. Ltd. (Registration No.: 110000410295807) to exercise the following rights within the valid term of this Power of Attorney: To authorize] [Exclusive Technology Support and Service Agreement THIS AGREEMENT (“this Agreement”) is entered into by and between the two parties below in Beijing on August 1, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Beijing Perfect Moment Pictures Co., Ltd. Address: Room 8152, 3#, Xijing Road, Badachu High-tech Park,] [Development Cooperation Agreement THIS AGREEMENT (“this Agreement”) is entered into by and between the two parties below in Beijing on August 1, 2011. Party A: Beijing Perfect Moment Pictures Co., Ltd. Address: Room 8152, 3#, Xijing Road, Badachu High-tech Park, Shijingshan District, Beijing Party B: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing, China on December 2, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Beijing Perfect Moment Network Technology Co., Ltd. Address: Room 8152, 3#, Xijing Road, Badachu] [Call Option Agreement THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on December 2, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Beijing Perfect Moment Network Technology Co., Ltd. Address: Room 8152, 3#, Xijing Road, Badachu High-tech] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on December 3, 2011. Party A: Beijing Perfect World Software Co., Ltd. Domicile: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Beijing Perfect Moment Network Technology Co., Ltd. Address: Room 8152, 3#, Xijing Road, Badachu High-tech] [Power of Attorney The shareholders of Beijing Perfect Moment Network Technology Co., Ltd., Yufeng Chi (ID No.: 110108197109148935) and Qi Zhu (ID No.: 110101197208063019) (collectively “the Authorizers”) hereby irrevocably authorize Beijing Perfect World Software Co. Ltd. (Registration No.: 110000410295807) (“the Authorized”) to exercise the following rights within the valid term of this Power of Attorney: To authorize the Authorized to] [Exclusive Technology Support and Service Agreement THIS AGREEMENT (“this Agreement”) is entered into by and between the two parties below in Beijing on November 4, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Tianjin Trendsters Investment Co., Ltd. Address: Room 211-2, IT Park, No. 1 Gonghua Road, Huayuan] [Development Cooperation Agreement THIS AGREEMENT (“this Agreement”) is entered into by and between the two parties below in Beijing on November 4, 2011. Party A: Beijing Perfect World Software Co. , Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Tianjin Trendsters Investment Co., Ltd. Address: Room 211-2, IT Park, No. 1 Gonghua Road, Huayuan Industrial District,] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing, China on November 4, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Tianjin Trendsters Investment Co., Ltd. Address: Room 211-2, IT Park, No. 1 Gonghua Road,] [Call Option Agreement THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on November 4, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Tianjin Trendsters Investment Co., Ltd. Address: Room 211-2, IT Park, No. 1 Gonghua Road, Huayuan] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on November 4, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Tianjin Trendsters Investment Co., Ltd. Address: Room 211-2, IT Park, No. 1 Gonghua Road, Huayuan] [Power of Attorney The shareholders of Tianjin Trendsters Investment Co., Ltd. (“TT Co.”), Qing Li (ID No.: 13282119740504051X) and Qi Zhu (ID No.: 110101197208063019) (collectively “the Authorizers”) hereby irrevocably authorize Beijing Perfect World Software Co., Ltd. (Registration No.: 110000410295807) (“the Authorized”) to exercise the following rights within the valid term of this Power of Attorney: To authorize the Authorized to] [Loan Agreement THIS LOAN AGREEMENT (this “Agreement”) is entered into by and between the two parties below in Beijing on November 4, 2011. (1) Beijing Perfect World Software Co., Ltd. (the “Lender”) Legal Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing (2) Qing Li (the “Borrower”) ID Number: 13282119740504051X Each of the Lender and the Borrower is hereinafter referred] [Wholly-Owned Subsidiaries 1. Perfect Online Holding Limited, a Hong Kong company 2. Beijing Perfect World Software Co., Ltd., a PRC company 3. Beijing Perfect World Digital Entertainment Software Co., Ltd., a PRC company 4. Chengdu Perfect World Software Co., Ltd., a PRC company 5. Shanghai Perfect World Software Co., Ltd., a PRC company 6. Beijing Perfect World Game Software Co.,] [Certification I, Michael Yufeng Chi, certify that: 1. I have reviewed this annual report on Form 20-F of Perfect World Co., Ltd.; 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] [Certification I, Kelvin Wing Kee Lau, certify that: 1. I have reviewed this annual report on Form 20-F of Perfect World Co., Ltd.; 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] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. S ICHAEL UFENG HI / Michael Yufeng Chi Chairman and Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. S ELVIN ING EE AU / Kelvin Wing Kee Lau Chief Financial Officer] [[Letterhead of Maples and Calder] Perfect World Co., Ltd. Perfect World Plaza, Tower 306, 86 Beiyuan Road, Chaoyang District Beijing 100101, People’s Republic of China May 11, 2012 Dear Sirs Perfect World Co., Ltd. Yours faithfully Maples and Calder EX-15.1 24 d336323dex151.htm CONSENT OF MAPLES AND CALDER] [[Letterhead of King & Wood Mallesons] May 11, 2012 Perfect World Co., Ltd. Perfect World Plaza, Tower 306, 86 Beiyuan Road, Chaoyang District Beijing 100101, The People’s Republic of China Dear Sirs: Company We have acted as legal advisors as to the People’s Republic of China law to Perfect World Co., Ltd., an exempted limited liability company incorporated in the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-169333, No. 333-169332, No. 333-161193 and No. 333-146562) of Perfect World Co., Ltd. of our report dated May 11, 2012 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear]

By | 2016-03-11T15:32:14+00:00 May 11th, 2012|Categories: Chinese Stocks, PWRD, SEC Original|Tags: , , , , , |0 Comments
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PWRD [Perfect World] 20-F: INTRODUCTION 1 2 PART I. ITEM 1. IDENTITY

[INTRODUCTION 1 2 PART I. ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 33 ITEM 4A. UNRESOLVED STAFF COMMENTS 60 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 60 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 89 ITEM 7.] [Amendments to the Amended and Restated Memorandum and Articles of Association Amendment of Article 8(d)(iii) of the Amended and Restated Memorandum and Articles of Association of the Company by replacing it with the following paragraph: “Upon any sale, transfer or disposition of Class A Ordinary Shares by a holder thereof to any person or entity which is not an Affiliate] [Equity Transfer Agreement This Agreement is hereby made and concluded by and between the following Parties in Beijing, People’s Republic of China (hereinafter referred to as “China”) on July 25, 2011. Party A: Yufeng Chi ID No.: 110108197109148935 Address: 302, Unit 6, 5#, Yicheng Dongyuan Neighborhood, Haidian District, Beijing Qi Zhu ID No.: 110101197208063019 Address: 203, Unit 1, 2#, East] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on February 16, 2012. This agreement is valid dating from the signing day of Equity Transfer Agreement, signed by Yufeng Chi, Qi Zhu and Yunfan Zhang on July 25, 2011. Party A: Beijing Perfect World Software Technology Co.,] [Power of Attorney The shareholders of Beijng Huanxiang Zongheng Chinese Literature Website Co., Ltd. (“HZ Co.”), Yufeng Chi (ID No.: 110108197109148935), Qi Zhu (ID No.: 110101197208063019) and Yunfan Zhang (ID No.: 510283197902152833) hereby irrevocably authorize Beijing Perfect World Software Co. Ltd. (Registration No.: 110000410295807) to exercise the following rights within the valid term of this Power of Attorney: To authorize] [Exclusive Technology Support and Service Agreement THIS AGREEMENT (“this Agreement”) is entered into by and between the two parties below in Beijing on August 1, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Beijing Perfect Moment Pictures Co., Ltd. Address: Room 8152, 3#, Xijing Road, Badachu High-tech Park,] [Development Cooperation Agreement THIS AGREEMENT (“this Agreement”) is entered into by and between the two parties below in Beijing on August 1, 2011. Party A: Beijing Perfect Moment Pictures Co., Ltd. Address: Room 8152, 3#, Xijing Road, Badachu High-tech Park, Shijingshan District, Beijing Party B: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing, China on December 2, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Beijing Perfect Moment Network Technology Co., Ltd. Address: Room 8152, 3#, Xijing Road, Badachu] [Call Option Agreement THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on December 2, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Beijing Perfect Moment Network Technology Co., Ltd. Address: Room 8152, 3#, Xijing Road, Badachu High-tech] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on December 3, 2011. Party A: Beijing Perfect World Software Co., Ltd. Domicile: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Beijing Perfect Moment Network Technology Co., Ltd. Address: Room 8152, 3#, Xijing Road, Badachu High-tech] [Power of Attorney The shareholders of Beijing Perfect Moment Network Technology Co., Ltd., Yufeng Chi (ID No.: 110108197109148935) and Qi Zhu (ID No.: 110101197208063019) (collectively “the Authorizers”) hereby irrevocably authorize Beijing Perfect World Software Co. Ltd. (Registration No.: 110000410295807) (“the Authorized”) to exercise the following rights within the valid term of this Power of Attorney: To authorize the Authorized to] [Exclusive Technology Support and Service Agreement THIS AGREEMENT (“this Agreement”) is entered into by and between the two parties below in Beijing on November 4, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Tianjin Trendsters Investment Co., Ltd. Address: Room 211-2, IT Park, No. 1 Gonghua Road, Huayuan] [Development Cooperation Agreement THIS AGREEMENT (“this Agreement”) is entered into by and between the two parties below in Beijing on November 4, 2011. Party A: Beijing Perfect World Software Co. , Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Tianjin Trendsters Investment Co., Ltd. Address: Room 211-2, IT Park, No. 1 Gonghua Road, Huayuan Industrial District,] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing, China on November 4, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Tianjin Trendsters Investment Co., Ltd. Address: Room 211-2, IT Park, No. 1 Gonghua Road,] [Call Option Agreement THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on November 4, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Tianjin Trendsters Investment Co., Ltd. Address: Room 211-2, IT Park, No. 1 Gonghua Road, Huayuan] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on November 4, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Tianjin Trendsters Investment Co., Ltd. Address: Room 211-2, IT Park, No. 1 Gonghua Road, Huayuan] [Power of Attorney The shareholders of Tianjin Trendsters Investment Co., Ltd. (“TT Co.”), Qing Li (ID No.: 13282119740504051X) and Qi Zhu (ID No.: 110101197208063019) (collectively “the Authorizers”) hereby irrevocably authorize Beijing Perfect World Software Co., Ltd. (Registration No.: 110000410295807) (“the Authorized”) to exercise the following rights within the valid term of this Power of Attorney: To authorize the Authorized to] [Loan Agreement THIS LOAN AGREEMENT (this “Agreement”) is entered into by and between the two parties below in Beijing on November 4, 2011. (1) Beijing Perfect World Software Co., Ltd. (the “Lender”) Legal Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing (2) Qing Li (the “Borrower”) ID Number: 13282119740504051X Each of the Lender and the Borrower is hereinafter referred] [Wholly-Owned Subsidiaries 1. Perfect Online Holding Limited, a Hong Kong company 2. Beijing Perfect World Software Co., Ltd., a PRC company 3. Beijing Perfect World Digital Entertainment Software Co., Ltd., a PRC company 4. Chengdu Perfect World Software Co., Ltd., a PRC company 5. Shanghai Perfect World Software Co., Ltd., a PRC company 6. Beijing Perfect World Game Software Co.,] [Certification I, Michael Yufeng Chi, certify that: 1. I have reviewed this annual report on Form 20-F of Perfect World Co., Ltd.; 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] [Certification I, Kelvin Wing Kee Lau, certify that: 1. I have reviewed this annual report on Form 20-F of Perfect World Co., Ltd.; 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] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. S ICHAEL UFENG HI / Michael Yufeng Chi Chairman and Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. S ELVIN ING EE AU / Kelvin Wing Kee Lau Chief Financial Officer] [[Letterhead of Maples and Calder] Perfect World Co., Ltd. Perfect World Plaza, Tower 306, 86 Beiyuan Road, Chaoyang District Beijing 100101, People’s Republic of China May 11, 2012 Dear Sirs Perfect World Co., Ltd. Yours faithfully Maples and Calder EX-15.1 24 d336323dex151.htm CONSENT OF MAPLES AND CALDER] [[Letterhead of King & Wood Mallesons] May 11, 2012 Perfect World Co., Ltd. Perfect World Plaza, Tower 306, 86 Beiyuan Road, Chaoyang District Beijing 100101, The People’s Republic of China Dear Sirs: Company We have acted as legal advisors as to the People’s Republic of China law to Perfect World Co., Ltd., an exempted limited liability company incorporated in the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-169333, No. 333-169332, No. 333-161193 and No. 333-146562) of Perfect World Co., Ltd. of our report dated May 11, 2012 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear]

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CHOP [China Gerui Advanced Materials] 20-F: (Original Filing)

[CHINA GERUI ADVANCED MATERIALS GROUP LIMITED Annual Report on Form 20-F] [CERTIFICATIONS I, Mingwang Lu, certify that: 1. I have reviewed this annual report on Form 20-F of China Gerui Advanced Materials Group Limited; 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] [CERTIFICATIONS I, Edward Meng, certify that: 1. I have reviewed this annual report on Form 20-F of China Gerui Advanced Materials Group Limited; 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] [15(d) 1. The Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011 (the “Report”), fully complies with the requirements of Section 13(a) or 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. Mingwang Lu Chief Executive Officer] [15(d) 1. The Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011 (the “Report”), fully complies with the requirements of Section 13(a) or 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. Edward Meng Chief Financial Officer (Principal Financial and Accounting Officer)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333- on Form S-8 and No. 333- on Form F-3 of our reports dated May 4, 2012, relating to the consolidated financial statements of China Gerui Advanced Materials Group Limited (the “Company”) and the effectiveness of the Company’s internal control over]

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CHOP [China Gerui Advanced Materials] 20-F: CHINA GERUI ADVANCED MATERIALS GROUP LIMITED Annual Report

[CHINA GERUI ADVANCED MATERIALS GROUP LIMITED Annual Report on Form 20-F] [CERTIFICATIONS I, Mingwang Lu, certify that: 1. I have reviewed this annual report on Form 20-F of China Gerui Advanced Materials Group Limited; 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] [CERTIFICATIONS I, Edward Meng, certify that: 1. I have reviewed this annual report on Form 20-F of China Gerui Advanced Materials Group Limited; 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] [15(d) 1. The Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011 (the “Report”), fully complies with the requirements of Section 13(a) or 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. Mingwang Lu Chief Executive Officer] [15(d) 1. The Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011 (the “Report”), fully complies with the requirements of Section 13(a) or 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. Edward Meng Chief Financial Officer (Principal Financial and Accounting Officer)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333- on Form S-8 and No. 333- on Form F-3 of our reports dated May 4, 2012, relating to the consolidated financial statements of China Gerui Advanced Materials Group Limited (the “Company”) and the effectiveness of the Company’s internal control over]

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OIIM [O2MICRO INTERNATIONAL] 20-F: 2 TABLE OF CONTENTS PART I Item 1.

[2 TABLE OF CONTENTS PART I Item 1. Identity of Directors, Senior Management and Advisors [5] Item 2. Offer Statistics and Expected Timetable [5] Item 3. Key Information [5] Item 4. Information on the Company [14] Item 4A. Unresolved Staff Comments [22] Item 5. Operating and Financial Review and Prospects] [2 Significant Subsidiaries of O 2 2 2 2 2 2 2 2 International Asset Holding Company, a Cayman Islands company] [CERTIFICATION I, Sterling Du, certify that: 1. 2 I have reviewed this annual report on Form 20-F of O 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,] [CERTIFICATION I, Perry Kuo, certify that: 1. O 2 Micro I have reviewed this annual report on Form 20-F of 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] [2 O CERTIFICATION 2 (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. Sterling Du Chief Executive Officer Perry Kuo Chief Financial Officer and Principal Accounting Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2 We consent to the incorporation by reference in Registration Statement Nos. 333-12670, 333-12672, 333-98425, 333-101452, 333-107975, 333-116596, 333-132251, 333-153436, and 333-162489 on Form S-8 of our reports dated April 25, 2012 relating to the consolidated financial statements of O Deloitte & Touche Taipei, Taiwan Republic of China April 25, 2012]

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OIIM [O2MICRO INTERNATIONAL] 20-F: (Original Filing)

[2 TABLE OF CONTENTS PART I Item 1. Identity of Directors, Senior Management and Advisors [5] Item 2. Offer Statistics and Expected Timetable [5] Item 3. Key Information [5] Item 4. Information on the Company [14] Item 4A. Unresolved Staff Comments [22] Item 5. Operating and Financial Review and Prospects] [2 Significant Subsidiaries of O 2 2 2 2 2 2 2 2 International Asset Holding Company, a Cayman Islands company] [CERTIFICATION I, Sterling Du, certify that: 1. 2 I have reviewed this annual report on Form 20-F of O 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,] [CERTIFICATION I, Perry Kuo, certify that: 1. O 2 Micro I have reviewed this annual report on Form 20-F of 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] [2 O CERTIFICATION 2 (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. Sterling Du Chief Executive Officer Perry Kuo Chief Financial Officer and Principal Accounting Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2 We consent to the incorporation by reference in Registration Statement Nos. 333-12670, 333-12672, 333-98425, 333-101452, 333-107975, 333-116596, 333-132251, 333-153436, and 333-162489 on Form S-8 of our reports dated April 25, 2012 relating to the consolidated financial statements of O Deloitte & Touche Taipei, Taiwan Republic of China April 25, 2012]

By | 2016-03-01T23:00:55+00:00 May 1st, 2012|Categories: Chinese Stocks, OIIM, SEC Original|Tags: , , , , , |0 Comments
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