CNR [CHINA METRO-RURAL] 20-F: (Original Filing)

[(Title of each class) (Name of each exchange on which registered) Ordinary shares, par value NYSE Amex None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the Period covered by the annual report. As of March 31, 2011 there] [Framework Cooperation Agreement for the “Shandong Dezhou China North Commerce, Trade and Logistics City” Project Party A: People’s Government of Dezhou City, Shandong Province Address: Xincheng Complex, 1566 Dongfeng East Road, Dezhou City, Shandong Province Telephone number: (86) 534-2687038 Facsimile number: (86) 534-2687041 Party B: China Metro-Rural Development Limited Address: Room 803, 8/F, Tower 1, The Gateway, 25 Canton Road,] [SPD Bank Working Capital Loan Contract The Borrower: China Northeast Logistics City Co., Ltd. The Lender: Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: ü At the same time, the Borrower and Lender ascertain the following prerequisites (“ x [Blank] This Contract is signed as the supplemental financing agreement to the Credit Facility Agreement (hereunder referred to as the] [Tieling Commercial Bank Contract Number: Loan Contract The Borrower: China Northeast Logistics City Co., Ltd. The Lender: Tieling Commercial Bank Co., Ltd., Guangxin Branch 2 AUG 2010 Contract Law of the People’s Republic of China, the General Provisions of Loans of the People’s Republic of China Paragraph 1. The Amount, Purpose and Term of the Loan 1.1 Amount of the] [Dated : the 20 th day of December 2010. *************************************************** CHINA METRO-RURAL LIMITED and THIRD PARTY ************************************************* LOAN AGREEMENT ************************************************* THIS LOAN AGREEMENT made this 20 th day of December Two Thousand and Ten. BETWEEN : (I) CHINA METRO - RURAL LIMITED ) CHINA METRO - RURAL HOLDINGS LIMITED ) (II) THIRD PARTY WHEREAS :- The Borrower is desirous of] [SUBSIDIARIES 1. China Metro-Rural Limited, a Cayman Islands incorporated company continued in BVI 2. China Metro-Rural Exchange Limited, ( 3. China Northeast Logistics City Co., Ltd., ( 4. Tieling Northeast City Advertising Co., Ltd., ( 5. Tieling North Asia Property Management Co., Ltd., ( 6. Tieling North Asia Development Co., Ltd., ( 7. M.S. Electronic Emporium Limited, a BVI Company] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Sio Kam Seng, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (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] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Lee Che Chiu, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. July 11, 2011 Sio Kam Seng Chief Executive Officer EX-13.1 9 dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY SECTION 906] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. July 11, 2011 Lee Che Chiu Chief Financial Officer EX-13.2 10 dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY SECTION 906] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-165783) and Registration Statement on Form F-3 (No. 333-171825) of China Metro-Rural Holdings Limited of our report dated July 11, 2011 relating to the financial statements, which appears in this Form 20-F. Hong Kong July 11, 2011]

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CNR [CHINA METRO-RURAL] 20-F: (Title of each class) (Name of each exchange

[(Title of each class) (Name of each exchange on which registered) Ordinary shares, par value NYSE Amex None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the Period covered by the annual report. As of March 31, 2011 there] [Framework Cooperation Agreement for the “Shandong Dezhou China North Commerce, Trade and Logistics City” Project Party A: People’s Government of Dezhou City, Shandong Province Address: Xincheng Complex, 1566 Dongfeng East Road, Dezhou City, Shandong Province Telephone number: (86) 534-2687038 Facsimile number: (86) 534-2687041 Party B: China Metro-Rural Development Limited Address: Room 803, 8/F, Tower 1, The Gateway, 25 Canton Road,] [SPD Bank Working Capital Loan Contract The Borrower: China Northeast Logistics City Co., Ltd. The Lender: Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: ü At the same time, the Borrower and Lender ascertain the following prerequisites (“ x [Blank] This Contract is signed as the supplemental financing agreement to the Credit Facility Agreement (hereunder referred to as the] [Tieling Commercial Bank Contract Number: Loan Contract The Borrower: China Northeast Logistics City Co., Ltd. The Lender: Tieling Commercial Bank Co., Ltd., Guangxin Branch 2 AUG 2010 Contract Law of the People’s Republic of China, the General Provisions of Loans of the People’s Republic of China Paragraph 1. The Amount, Purpose and Term of the Loan 1.1 Amount of the] [Dated : the 20 th day of December 2010. *************************************************** CHINA METRO-RURAL LIMITED and THIRD PARTY ************************************************* LOAN AGREEMENT ************************************************* THIS LOAN AGREEMENT made this 20 th day of December Two Thousand and Ten. BETWEEN : (I) CHINA METRO - RURAL LIMITED ) CHINA METRO - RURAL HOLDINGS LIMITED ) (II) THIRD PARTY WHEREAS :- The Borrower is desirous of] [SUBSIDIARIES 1. China Metro-Rural Limited, a Cayman Islands incorporated company continued in BVI 2. China Metro-Rural Exchange Limited, ( 3. China Northeast Logistics City Co., Ltd., ( 4. Tieling Northeast City Advertising Co., Ltd., ( 5. Tieling North Asia Property Management Co., Ltd., ( 6. Tieling North Asia Development Co., Ltd., ( 7. M.S. Electronic Emporium Limited, a BVI Company] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Sio Kam Seng, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (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] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Lee Che Chiu, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. July 11, 2011 Sio Kam Seng Chief Executive Officer EX-13.1 9 dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY SECTION 906] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. July 11, 2011 Lee Che Chiu Chief Financial Officer EX-13.2 10 dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY SECTION 906] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-165783) and Registration Statement on Form F-3 (No. 333-171825) of China Metro-Rural Holdings Limited of our report dated July 11, 2011 relating to the financial statements, which appears in this Form 20-F. Hong Kong July 11, 2011]

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VIMC [Vimicro International] 20-F: Title of Each Class Name of Each Exchange

[Title of Each Class Name of Each Exchange on which Registered American depositary shares, each representing four ordinary shares, par value $0.0001 per share The NASDAQ Stock Market LLC None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the] [Cooperation Framework Agreement between Vimicro International Corporation and Beijing Zhongxing Tianshi Investment Center (“Vimicro Management Foundation”) December 27, 2010 Table of Contents Article Page 1 Scope of the Restructuring 1 2 Covenants 3 3 4 4 Tax 5 5 Confidentiality 5] [Assets Transfer Agreement between Vimicro Corporation (北京中星微电子有限公司) and Wuxi Vimicro Corporation (无锡中星微电子有限公司) December 27, 2010 Table of Contents Article Page 1 Transfer of Target Assets 1 2 Closing and Payment 1 3 Closing Conditions 3 4 Covenants 5 5 Tax] [Share Transfer Agreement Between Vimicro Corporation And Beijing Zhongxing Tianshi Consulting Company 12-27-2010 Table of Contents Provisions I. Agreed Share Transfer 1 II. Transfer Price 1 III. Prerequisite for Delivery 2 IV. Payment 2 V. Registration of Shareholding Alteration 2] [Share Transfer Agreement Between Vimicro International Corporation And Beijing Zhongxing Tianshi Consulting Company 12-27-2010 Table of Contents Provisions I. Agreed Share Transfer 1 II. Transfer Price 1 III. Prerequisite for Delivery 2 IV. Application for Approval and Registration of Shareholding Alteration 2 V. Payment 2] [Share Transfer Agreement Between Vimicro International Corporation And Beijing Zhongxing Tianshi Consulting Company 12-27-2010 Table of Contents Provisions I. Agreed Share Transfer 1 II. Transfer Price 1 III. Prerequisite for Delivery 2 IV. Application for Approval and Registration of Shareholding Alteration 2 V. Payment 2 VI.] [Share Transfer Agreement Between Vimicro Electronic Technology Corporation And Beijing Zhongxing Tianshi Consulting Company 12-27-2010 Table of Contents Provisions I. Agreed Share Transfer 1 II. Transfer Price 1 III. Prerequisite for Delivery 2 IV. Application for Registration of Shareholding Alteration 2 V. Payment 2 VI. 2 VII. 3] [Pledge Agreement Between Beijing Zhongxing Tianshi Consulting Company And Vimicro Corporation 12-27-2010 Pledgor Party A Pledgee Party B Whereas: 1. Vimicro Wuxi Delivery Date Party A and Party B have reached the consensus that Party A purchases the 100% share Party B holds in Wuxi Vimicro Corporation (“ 2. this Agreemen Property Law of the People’s Republic of China Guarantee] [Pledge Agreement Between Beijing Zhongxing Tianshi Consulting Company And Vimicro International Corporation 12-27-2010 Pledgor Party A Pledgee Party B Whereas: 1. Vimicro Shenzhen Delivery Date Party A and Party B have reached the consensus that Party A purchases the 100% share Party B holds in Vimicro Technology Corporation (“ 2. this Agreemen Property Law of the People’s Republic of China] [Pledge Agreement Between Beijing Zhongxing Tianshi Consulting Company And Vimicro International Corporation 12-27-2010 Pledgor Party A Pledgee Party B Whereas: 1. Vimicro Shanghai Delivery Date Party A and Party B have reached the consensus that Party A purchases the 100% share Party B holds in Vimicro High-Tech Corporation (“ 2. this Agreemen Property Law of the People’s Republic of China] [Pledge Agreement Between Beijing Zhongxing Tianshi Consulting Company And Vimicro Electronic Technology Corporation 12-27-2010 Pledgor Party A Pledgee Party B Whereas: 1. Vimicro Jiangsu Delivery Date Party A and Party B have reached the consensus that Party A purchases the 100% share Party B holds in Jiangsu Vimicro Electronics Corporation (“ 2. this Agreemen Property Law of the People’s Republic] [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, Shuhua (Yvonne) Yang, 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 (1) (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 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Shuhua (Yvonne) Yang Acting Chief Financial Officer] [Our ref Direct tel Email VZL\605073\4347747v1 + 852 2971 3095 valerie.law@maplesandcalder.com Vimicro International Corporation 15th Floor Shining Tower No. 35 Xueyuan Road Haidian District Beijing 100191 People’s Republic of China June 30, 2011 Dear Sir Vimicro International Corporation (the “Company”) Yours faithfully Maples and Calder EX-15.1 17 dex151.htm CONSENT OF MAPLES AND CALDER] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-135914) pertaining to the 2004 Share Option Plan and 2005 Share Incentive Plan of Vimicro International Corporation of our reports dated June 30, 2011, with respect to the consolidated financial statements of Vimicro International Corporation and the effectiveness of]

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CHNR [CHINA NATURAL RESOURCES] 20-F: (Original Filing)

[¨ þ Yes ¨ þ Yes þ ¨ Yes ¨ ¨ Yes ¨ Large Accelerated Filer þ Accelerated Filer ¨ Non-Accelerated Filer þ U.S. GAAP International Financial Reporting Standards as issued ¨ Other ¨ By the international Accounting Standards Board ¨ ¨ Item 17 ¨ þ Yes CONVENTIONS References to “Baiping Mining” are to Jinsha Baiping Mining Co. Ltd., a] [CMBC-HT-313 (Gongsi 2010)-ZXSY-75166637 Record Number: CMBC-HT-313 (Gongsi 2010) Mergers and Acquisitions Gongjiedaizi Number: 99112010292815 China Minsheng Banking Corp., Ltd. CMBC-HT-313 (Gongsi 2010)-ZXSY-75166637 Mergers and Acquisitions Loan Agreement Borrower: Guizhou Puxin Energy Co., Ltd. (hereinafter referred to as “Party A”) Address: 1 Yan’an Road Central, Yunyan District, Guiyang City Postal code: Legal representative/ Person-in-charge: Ren Xiaogang Telephone: 0851-6885112 Fax: 0851-6885112 Bank:] [Stock Transfer Agreement AGREEMENT BY AND BETWEEN YANGPU LIANZHONG MINING CO., LTD. AND BAYANNAOER CITY FEISHANG COPPER CO., LTD. ON STOCK TRANSFER OF HAINAN NONFERROUS METAL MINING CO., LTD. Agreement Number: ___________________ Stock Transfer Agreement TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 5 2. TRANSFER OF STOCK 6 3. CONSIDERATION 6 4. STOCK TRANSFER PROCEDURES 7 5. EXTENSION OF EXPLORATION] [Record Number: CMBC-HT184 (Company 2010) Working Capital Loan Agreement Number: Gong Jie Dai Zi 99112010288756 China Minsheng Banking Corp., Ltd. TABLE OF CONTENTS Article 1 Purpose of Loan 2 Article 2 Amount and Tenure of Loan 2 Article 3 Calculation of Interest 3 Article 4 Disbursement and Payment of Loan 5 Article 5 Repayment of Loan 8 Article 6 Guarantee] [Contract no: Hu Xin Zi 2010-X-38 Address: Huludao PURCHASE AND SALE CONTRACT Huludao Zinc Industry Co., Ltd. The Buyer: Wuhu Feishang Mining Development Co., Ltd. The Seller: 1. NAME and QUANTITY OF COMMODITY: Zinc Sulfuration Concentrate, sales by actual delivery. Total Jun 2011 Jul 2011 Aug 2011 Sep 2011 Oct 2011 Nov 2011 Dec 2011 Tonnes 5200 1600 600 600] [Name Jurisdiction of Incorporation Percentage Ownership Bijie Feishang Energy Co. Ltd. People’s Repubnlic of China 100% (held by Guizhou Puxin) China Coal Mining Investments Limited Hong Kong Special Administrative Region Feishang Dayun Coal Mining Limited Hong Kong Special Administrative Region 100% (held by Pineboom) Feishang Mining Holdings Limited British Virgin Islands Feishang Yongfu Mining Limited Hong Kong Special Administrative Region] [I, Li Feilie, 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 with respect to the period covered by this report; 3. 4.] [I, Wong Wah On Edward, 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 with respect to the period covered by this report;] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Li Feilie Chief Executive Officer June 30, 2011 EX-13.1 9 chnr_ex13z1.htm CERTIFICATION] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Wong Wah On Edward Chief Financial Officer June 30, 2011 EX-13.2 10 chnr_ex13z2.htm CERTIFICATION] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: (1) Form S-8 (Registration No. 333-146790) pertaining to the 2003 Equity Compensation Plan of China Resources Development, Inc., the predecessor to China Natural Resources, Inc. (the “Company”), and (2) Form F-3 (Registration No. 333-163702) of the Company; of our reports dated] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-146790) and the Registration Statement on Form F-3 (File No. 333-163702) of our report dated May 26, 2010, relating to the consolidated financial statements of China Natural Resources, Inc. and subsidiaries (which expresses an unqualified opinion and] [October 15, 2010 100 F Street, N.E. RE: China Natural Resources, Inc. We have read the statements that we understand China Natural Resources, Inc. will include in a Form 6-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements]

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CHNR [CHINA NATURAL RESOURCES] 20-F: ¨ þ Yes ¨ þ Yes þ ¨

[¨ þ Yes ¨ þ Yes þ ¨ Yes ¨ ¨ Yes ¨ Large Accelerated Filer þ Accelerated Filer ¨ Non-Accelerated Filer þ U.S. GAAP International Financial Reporting Standards as issued ¨ Other ¨ By the international Accounting Standards Board ¨ ¨ Item 17 ¨ þ Yes CONVENTIONS References to “Baiping Mining” are to Jinsha Baiping Mining Co. Ltd., a] [CMBC-HT-313 (Gongsi 2010)-ZXSY-75166637 Record Number: CMBC-HT-313 (Gongsi 2010) Mergers and Acquisitions Gongjiedaizi Number: 99112010292815 China Minsheng Banking Corp., Ltd. CMBC-HT-313 (Gongsi 2010)-ZXSY-75166637 Mergers and Acquisitions Loan Agreement Borrower: Guizhou Puxin Energy Co., Ltd. (hereinafter referred to as “Party A”) Address: 1 Yan’an Road Central, Yunyan District, Guiyang City Postal code: Legal representative/ Person-in-charge: Ren Xiaogang Telephone: 0851-6885112 Fax: 0851-6885112 Bank:] [Stock Transfer Agreement AGREEMENT BY AND BETWEEN YANGPU LIANZHONG MINING CO., LTD. AND BAYANNAOER CITY FEISHANG COPPER CO., LTD. ON STOCK TRANSFER OF HAINAN NONFERROUS METAL MINING CO., LTD. Agreement Number: ___________________ Stock Transfer Agreement TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 5 2. TRANSFER OF STOCK 6 3. CONSIDERATION 6 4. STOCK TRANSFER PROCEDURES 7 5. EXTENSION OF EXPLORATION] [Record Number: CMBC-HT184 (Company 2010) Working Capital Loan Agreement Number: Gong Jie Dai Zi 99112010288756 China Minsheng Banking Corp., Ltd. TABLE OF CONTENTS Article 1 Purpose of Loan 2 Article 2 Amount and Tenure of Loan 2 Article 3 Calculation of Interest 3 Article 4 Disbursement and Payment of Loan 5 Article 5 Repayment of Loan 8 Article 6 Guarantee] [Contract no: Hu Xin Zi 2010-X-38 Address: Huludao PURCHASE AND SALE CONTRACT Huludao Zinc Industry Co., Ltd. The Buyer: Wuhu Feishang Mining Development Co., Ltd. The Seller: 1. NAME and QUANTITY OF COMMODITY: Zinc Sulfuration Concentrate, sales by actual delivery. Total Jun 2011 Jul 2011 Aug 2011 Sep 2011 Oct 2011 Nov 2011 Dec 2011 Tonnes 5200 1600 600 600] [Name Jurisdiction of Incorporation Percentage Ownership Bijie Feishang Energy Co. Ltd. People’s Repubnlic of China 100% (held by Guizhou Puxin) China Coal Mining Investments Limited Hong Kong Special Administrative Region Feishang Dayun Coal Mining Limited Hong Kong Special Administrative Region 100% (held by Pineboom) Feishang Mining Holdings Limited British Virgin Islands Feishang Yongfu Mining Limited Hong Kong Special Administrative Region] [I, Li Feilie, 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 with respect to the period covered by this report; 3. 4.] [I, Wong Wah On Edward, 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 with respect to the period covered by this report;] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Li Feilie Chief Executive Officer June 30, 2011 EX-13.1 9 chnr_ex13z1.htm CERTIFICATION] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Wong Wah On Edward Chief Financial Officer June 30, 2011 EX-13.2 10 chnr_ex13z2.htm CERTIFICATION] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: (1) Form S-8 (Registration No. 333-146790) pertaining to the 2003 Equity Compensation Plan of China Resources Development, Inc., the predecessor to China Natural Resources, Inc. (the “Company”), and (2) Form F-3 (Registration No. 333-163702) of the Company; of our reports dated] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-146790) and the Registration Statement on Form F-3 (File No. 333-163702) of our report dated May 26, 2010, relating to the consolidated financial statements of China Natural Resources, Inc. and subsidiaries (which expresses an unqualified opinion and] [October 15, 2010 100 F Street, N.E. RE: China Natural Resources, Inc. We have read the statements that we understand China Natural Resources, Inc. will include in a Form 6-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements]

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VISN [VISIONCHINA MEDIA] 20-F: (Original Filing)

[] [Subsidiaries, incorporated in the British Virgin Islands: • Golden Carriage International Limited • Century Port Limited • Peak Win Limited • Aim Sky International Limited • Goldwhite Limited • Ahead Smart Holdings Limited Subsidiaries, incorporated in the PRC: • China Digital Technology (Shenzhen) Co., Ltd. • Shenzhen Huachangshi Digital Technology Co., Ltd. • Beijing Eastlong Technology Development Co., Ltd. •] [Certification by the Chief Executive Officer I, Limin Li, certify that: 1. I have reviewed this annual report on Form 20-F of VisionChina Media 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] [Certification by the Principal Financial Officer I, Yan Wang, Vice President of Finance (Principal Financial Officer), certify that: 1. I have reviewed this annual report on Form 20-F of VisionChina Media 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] [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. Limin Li Chief Executive Officer 1 EX-13.1 5 h05181exv13w1.htm EX-13.1] [Certification by the Principal 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. Yan Wang Vice President of Finance 1 EX-13.2 6 h05181exv13w2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-149316 on Form S-8 of our reports relating to the consolidated financial statements and the related financial statement schedule of VisionChina Media Inc. and its subsidiaries and variable interest entities (the “Company”) and the effectiveness of the Company’s internal control over financial]

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GIGM [GIGAMEDIA] 20-F: (Original Filing)

[TABLE OF CONTENTS Page PART I 2] [CLIFFORD CHANCE LLP INFOCOMM ASIA HOLDINGS PTE. LTD. AND MANAGEMENT CAPITAL INTERNATIONAL LTD AND CHINA INTERACTIVE LIMITED AND MR ONG TOON WAH CONTENTS Clause Page 1. Interpretation 1 10 11 4. Subscription Rights and Mechanics of Exercise 11 5. Listing 18 6. Adjustment 18 7. Undertakings of the Company 20 8. Winding up of the Company 22 22 10. Variation] [THIS DEED OF AMENDMENT INFOCOMM ASIA HOLDINGS PTE. LTD., Company MANAGEMENT CAPITAL INTERNATIONAL LTD MCIL CHINA INTERACTIVE LIMITED CIL MR. ONG TOON WAH, Founder WHEREAS (A) Instrument (B) This Deed is supplemental to the Instrument and is entered into by each of the Company and the Controlling Shareholders in order to confirm certain amendments to the Instrument (including to the] [CLIFFORD CHANCE PTE LTD Dated ___ 2010 INFOCOMM ASIA HOLDINGS PTE. LTD. as Chargor In favour of BLIZZARD ENTERTAINMENT INTERNATIONAL as Chargee SECURITY OVER SHARES AGREEMENT CONTENTS Clause Page 1. Definitions And Interpretation 2 2. Charge 3 3. Deposit Of Certificates, Related Rights And Release 3 4. Voting Rights And Dividends 4 5. Chargor’s Representations And Undertakings 5 6. Further] [CLIFFORD CHANCE PTE LTD GIGAMEDIA ASIA PACIFIC LIMITED IN FAVOUR OF BLIZZARD ENTERTAINMENT INTERNATIONAL DEED OF UNDERTAKING CLIFFORD CHANCE PTE LTD CONTENTS CLAUSE PAGE 1. DEFINITIONS 1 2. PREFERENCE SHAREHOLDER’S UNDERTAKING 4 4 4. BENEFIT FOR BLIZZARD AND REASONABLENESS 4 5. SPECIFIC PERFORMANCE 5 6. NOTICES 5 7. COSTS AND EXPENSES 6 8. ASSIGNMENTS AND SUCCESSORS 6 9. PARTIAL INVALIDITY] [Agreement AGREEMENT This Party A( ): GIGAMEDIA (HK) LIMITED Address Party B : Mi Saiyu (Chinese name ) Nationality: Chinese WHEREAS NOW, THEREFORE Article 1 Article 2 Article 3 Article 4 Party B may not transfer any rights and duties under this Agreement to any other third party. IN WITNESS WHEREOF, 2 Party A : GIGAMEDIA (HK) LIMITED Party B] [Agreement AGREEMENT This Party A : GIGAMEDIA (HK) LIMITED Address Party B : Song Yunv (Chinese name ) Nationality: Chinese WHEREAS NOW, THEREFORE Article 1 Article 2 Article 3 Article 4 Party B may not transfer any rights and duties under this Agreement to any other third party. 2 IN WITNESS WHEREOF, Party A : GIGAMEDIA (HK) LIMITED Party B] [2 PRC Equity Interest Company WFOE I, Mi Saiyu, a citizen of the People’s Republic of China (“ 1. Acting as the sole and exclusive representative to exercise the rights and powers concerning Equity Interest on my behalf, including but not limited to: (1) attending shareholder meetings of the Company and sign shareholder resolutions on behalf of me; (2) exercising] [2 PRC Equity Interest Company WFOE I, Song Yunv, a citizen of the People’s Republic of China (“ 1. Acting as the sole and exclusive representative to exercise the rights and powers concerning Equity Interest on my behalf, including but not limited to: (1) attending shareholder meetings of the Company and sign shareholder resolutions on behalf of me; (2) exercising] [2/13 3/13 4/13 5/13 6/13 7/13 8/13 9/13 10/13 11/13 12/13 13/13 Confidential Exclusive Technology Services Agreement By and between Shanghai JIDI Network Technology Co., Ltd. and JIDI Network Technology (Shanghai) Co., Ltd. st , 2011] [List of Subsidiaries Subsidiary* Year of Incorporation Jurisdiction of Incorporation Hoshin GigaMedia Center, Inc. 1998 Taiwan GigaMedia Finance International Limited 2000 Cayman Islands GigaMedia International Holdings Limited 2004 British Virgin Islands Cambridge Entertainment Software Limited 2004 British Virgin Islands FunTown World Limited 2005 British Virgin Islands GigaMedia Asia Limited 2005 British Virgin Islands FunTown Hong Kong Limited 1999 Hong Kong] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER I, Yichin LEE, Chief Executive Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER I, Quincy Tang, Chief Financial Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia; 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] [CERTIFICATION OF 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. Yichin Lee Chief Executive Officer] [CERTIFICATION OF 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. Quincy Tang Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963, Form S-8 No. 333-119616, Form S-8 No. 333-160535 and Form S-8 No. 333-168123) of GigaMedia Limited of our report dated June 30, 2011, on the consolidated financial statements and internal control over financial reporting] [21 June 2011 The Board of Directors Dear Sirs MONSOON ONLINE PTE. LTD. (“THE COMPANY”) — INCLUSION OF THE COMPANY’S FINANCIAL STATEMENTS WITHIN FORM 20-F OF GIGAMEDIA LIMITED (“GIGAMEDIA”) FOR THE YEAR ENDED 31 DECEMBER 2010 Yours faithfully Crowe Horwath First Trust LLP (UEN: T08LL1312H) is an accounting limited liability partnership registered in Singapore under the Limited Liability Partnership Act] [CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963, Form S-8 No. 333-119616, Form S-8 No. 333-160535, and Form S-8 No. 333-168123) of GigaMedia Limited of our report dated June 29, 2011, on the consolidated financial statements of Mangas Everest S.A.S. which appears in this annual] [MONSOON ONLINE PTE. LTD. FINANCIAL STATEMENTS MONSOON ONLINE PTE. LTD. DIRECTORS’ REPORT The directors present their report to the members together with the audited financial statements of Monsoon Online Pte. Ltd. (the “Company”) for the financial period from 22 October 2009 (date of incorporation) to 31 December 2010. Directors The directors of the Company in office at the date of] [MANGAS EVEREST S.A.S. Index Page Independent Auditors’ Report 1 Consolidated Statement of Comprehensive Loss 2 Consolidated Statement of Financial Position 3 Consolidated Statement of Changes in Equity 4 Consolidated Statement of Cash Flows 5 Notes to the Consolidated Financial Statements 6 – 26 GHP Horwath, P.C. www.GHPHorwath.com INDEPENDENT AUDITORS’ REPORT Board of Directors and Shareholders We have audited the accompanying]

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GIGM [GIGAMEDIA] 20-F: TABLE OF CONTENTS Page PART I 2

[TABLE OF CONTENTS Page PART I 2] [CLIFFORD CHANCE LLP INFOCOMM ASIA HOLDINGS PTE. LTD. AND MANAGEMENT CAPITAL INTERNATIONAL LTD AND CHINA INTERACTIVE LIMITED AND MR ONG TOON WAH CONTENTS Clause Page 1. Interpretation 1 10 11 4. Subscription Rights and Mechanics of Exercise 11 5. Listing 18 6. Adjustment 18 7. Undertakings of the Company 20 8. Winding up of the Company 22 22 10. Variation] [THIS DEED OF AMENDMENT INFOCOMM ASIA HOLDINGS PTE. LTD., Company MANAGEMENT CAPITAL INTERNATIONAL LTD MCIL CHINA INTERACTIVE LIMITED CIL MR. ONG TOON WAH, Founder WHEREAS (A) Instrument (B) This Deed is supplemental to the Instrument and is entered into by each of the Company and the Controlling Shareholders in order to confirm certain amendments to the Instrument (including to the] [CLIFFORD CHANCE PTE LTD Dated ___ 2010 INFOCOMM ASIA HOLDINGS PTE. LTD. as Chargor In favour of BLIZZARD ENTERTAINMENT INTERNATIONAL as Chargee SECURITY OVER SHARES AGREEMENT CONTENTS Clause Page 1. Definitions And Interpretation 2 2. Charge 3 3. Deposit Of Certificates, Related Rights And Release 3 4. Voting Rights And Dividends 4 5. Chargor’s Representations And Undertakings 5 6. Further] [CLIFFORD CHANCE PTE LTD GIGAMEDIA ASIA PACIFIC LIMITED IN FAVOUR OF BLIZZARD ENTERTAINMENT INTERNATIONAL DEED OF UNDERTAKING CLIFFORD CHANCE PTE LTD CONTENTS CLAUSE PAGE 1. DEFINITIONS 1 2. PREFERENCE SHAREHOLDER’S UNDERTAKING 4 4 4. BENEFIT FOR BLIZZARD AND REASONABLENESS 4 5. SPECIFIC PERFORMANCE 5 6. NOTICES 5 7. COSTS AND EXPENSES 6 8. ASSIGNMENTS AND SUCCESSORS 6 9. PARTIAL INVALIDITY] [Agreement AGREEMENT This Party A( ): GIGAMEDIA (HK) LIMITED Address Party B : Mi Saiyu (Chinese name ) Nationality: Chinese WHEREAS NOW, THEREFORE Article 1 Article 2 Article 3 Article 4 Party B may not transfer any rights and duties under this Agreement to any other third party. IN WITNESS WHEREOF, 2 Party A : GIGAMEDIA (HK) LIMITED Party B] [Agreement AGREEMENT This Party A : GIGAMEDIA (HK) LIMITED Address Party B : Song Yunv (Chinese name ) Nationality: Chinese WHEREAS NOW, THEREFORE Article 1 Article 2 Article 3 Article 4 Party B may not transfer any rights and duties under this Agreement to any other third party. 2 IN WITNESS WHEREOF, Party A : GIGAMEDIA (HK) LIMITED Party B] [2 PRC Equity Interest Company WFOE I, Mi Saiyu, a citizen of the People’s Republic of China (“ 1. Acting as the sole and exclusive representative to exercise the rights and powers concerning Equity Interest on my behalf, including but not limited to: (1) attending shareholder meetings of the Company and sign shareholder resolutions on behalf of me; (2) exercising] [2 PRC Equity Interest Company WFOE I, Song Yunv, a citizen of the People’s Republic of China (“ 1. Acting as the sole and exclusive representative to exercise the rights and powers concerning Equity Interest on my behalf, including but not limited to: (1) attending shareholder meetings of the Company and sign shareholder resolutions on behalf of me; (2) exercising] [2/13 3/13 4/13 5/13 6/13 7/13 8/13 9/13 10/13 11/13 12/13 13/13 Confidential Exclusive Technology Services Agreement By and between Shanghai JIDI Network Technology Co., Ltd. and JIDI Network Technology (Shanghai) Co., Ltd. st , 2011] [List of Subsidiaries Subsidiary* Year of Incorporation Jurisdiction of Incorporation Hoshin GigaMedia Center, Inc. 1998 Taiwan GigaMedia Finance International Limited 2000 Cayman Islands GigaMedia International Holdings Limited 2004 British Virgin Islands Cambridge Entertainment Software Limited 2004 British Virgin Islands FunTown World Limited 2005 British Virgin Islands GigaMedia Asia Limited 2005 British Virgin Islands FunTown Hong Kong Limited 1999 Hong Kong] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER I, Yichin LEE, Chief Executive Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER I, Quincy Tang, Chief Financial Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia; 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] [CERTIFICATION OF 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. Yichin Lee Chief Executive Officer] [CERTIFICATION OF 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. Quincy Tang Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963, Form S-8 No. 333-119616, Form S-8 No. 333-160535 and Form S-8 No. 333-168123) of GigaMedia Limited of our report dated June 30, 2011, on the consolidated financial statements and internal control over financial reporting] [21 June 2011 The Board of Directors Dear Sirs MONSOON ONLINE PTE. LTD. (“THE COMPANY”) — INCLUSION OF THE COMPANY’S FINANCIAL STATEMENTS WITHIN FORM 20-F OF GIGAMEDIA LIMITED (“GIGAMEDIA”) FOR THE YEAR ENDED 31 DECEMBER 2010 Yours faithfully Crowe Horwath First Trust LLP (UEN: T08LL1312H) is an accounting limited liability partnership registered in Singapore under the Limited Liability Partnership Act] [CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963, Form S-8 No. 333-119616, Form S-8 No. 333-160535, and Form S-8 No. 333-168123) of GigaMedia Limited of our report dated June 29, 2011, on the consolidated financial statements of Mangas Everest S.A.S. which appears in this annual] [MONSOON ONLINE PTE. LTD. FINANCIAL STATEMENTS MONSOON ONLINE PTE. LTD. DIRECTORS’ REPORT The directors present their report to the members together with the audited financial statements of Monsoon Online Pte. Ltd. (the “Company”) for the financial period from 22 October 2009 (date of incorporation) to 31 December 2010. Directors The directors of the Company in office at the date of] [MANGAS EVEREST S.A.S. Index Page Independent Auditors’ Report 1 Consolidated Statement of Comprehensive Loss 2 Consolidated Statement of Financial Position 3 Consolidated Statement of Changes in Equity 4 Consolidated Statement of Cash Flows 5 Notes to the Consolidated Financial Statements 6 – 26 GHP Horwath, P.C. www.GHPHorwath.com INDEPENDENT AUDITORS’ REPORT Board of Directors and Shareholders We have audited the accompanying]

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SIMO [Silicon Motion Technology] 20-F: (Original Filing)

[PART I TEM I DENTITY OF IRECTORS ENIOR ANAGEMENT AND DVISERS I 1 TEM I FFER TATISTICS AND XPECTED IMETABLE O 1 TEM I EY NFORMATION K 1 TEM I NFORMATION ON THE OMPANY I 17 TEM I NRESOLVED TAFF OMMENTS U 26 TEM I PERATING AND INANCIAL EVIEW AND ROSPECTS O 26 TEM I IRECTORS ENIOR ANAGEMENT AND MPLOYEES] [Subsidiaries of Silicon Motion Technology Corporation Lake Tahoe Investment Corporation, a corporation organized under the laws of the Cayman Islands (“Tahoe”). Silicon Motion Korea Ltd., a corporation organized under the laws of Korea (a wholly-owned subsidiary of Tahoe). Future Communication IC Inc., a corporation organized under the laws of Korea (a wholly-owned subsidiary of Tahoe). Silicon Motion, Inc., a corporation] [I, Wallace C. Kou, certify that: 1. I have reviewed this annual report on Form 20-F of Silicon Motion Technology Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [I, Riyadh Lai, certify that: 5. I have reviewed this annual report on Form 20-F of Silicon Motion Technology Corporation; 6. 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] [ALLACE OU Wallace C. Kou, Chief Executive Officer IYADH AI Riyadh Lai, Chief Financial Officer EX-13.1 5 dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER]

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SIMO [Silicon Motion Technology] 20-F: PART I TEM I DENTITY OF IRECTORS ENIOR

[PART I TEM I DENTITY OF IRECTORS ENIOR ANAGEMENT AND DVISERS I 1 TEM I FFER TATISTICS AND XPECTED IMETABLE O 1 TEM I EY NFORMATION K 1 TEM I NFORMATION ON THE OMPANY I 17 TEM I NRESOLVED TAFF OMMENTS U 26 TEM I PERATING AND INANCIAL EVIEW AND ROSPECTS O 26 TEM I IRECTORS ENIOR ANAGEMENT AND MPLOYEES] [Subsidiaries of Silicon Motion Technology Corporation Lake Tahoe Investment Corporation, a corporation organized under the laws of the Cayman Islands (“Tahoe”). Silicon Motion Korea Ltd., a corporation organized under the laws of Korea (a wholly-owned subsidiary of Tahoe). Future Communication IC Inc., a corporation organized under the laws of Korea (a wholly-owned subsidiary of Tahoe). Silicon Motion, Inc., a corporation] [I, Wallace C. Kou, certify that: 1. I have reviewed this annual report on Form 20-F of Silicon Motion Technology Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [I, Riyadh Lai, certify that: 5. I have reviewed this annual report on Form 20-F of Silicon Motion Technology Corporation; 6. 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] [ALLACE OU Wallace C. Kou, Chief Executive Officer IYADH AI Riyadh Lai, Chief Financial Officer EX-13.1 5 dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER]

By | 2016-03-14T19:55:08+00:00 June 30th, 2011|Categories: Chinese Stocks, SIMO, Webplus ver|Tags: , , , , , |0 Comments
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