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

[TABLE OF CONTENTS 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 30 ITEM 4A. UNRESOLVED STAFF COMMENTS 62 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 62 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES] [PERFECT WORLD CO., LTD. 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of this 2010 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context] [Exclusive Technology Support and Services Agreement This Exclusive Technology Support and Services Agreement (“this Agreement”) is entered into by and between the following parties below in Beijing, PRC as of February 12, 2011: Party A: Address: Party B: Address: WHEREAS: (1) Party A is a wholly foreign-owned enterprise incorporated and existing under the laws of the People’s Republic of China] [Development Cooperation Agreement This Development Cooperation Agreement (“this Agreement”) is entered into between the following parties in Beijing, PRC as of February 12, 2011: Party A: Address: Party B: Address: WHEREAS: 1. Party A is a limited liability company duly incorporated and validly existing under the laws of the People’s Republic of China (the “PRC”), which is engaged in the] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) is entered into among the following parties (“the Parties”) in Beijing, China as of February 12, 2011. Party A: Address: Party B: Address: Party C: Michael Yufeng CHI ID Number: Address: Tian LIANG ID Number: Address: WHEREAS: 1. Party A is a wholly foreign-owned enterprise duly incorporated and validly existing under] [Call Option Agreement THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on February 12, 2011. Party A Domicile: Building 306, #86 Beiyuan Road, Chaoyang District, Beijing 100101, China Party B Domicile: Room 8152, No. 3 Xijing Road, Badachu Science and Technology Park, Shijingshan District, Beijing : Party C Michael] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by and between the parties below (“the Parties”) in Beijing on February 12, 2011: Party A: Beijing Perfect World Software Co., Ltd. Address: Building 306, 86 Beiyuan Road, Chaoyang District, Beijing Party B: Beijing Perfect Moment Pictures Co., Ltd. Address: Room 8152, No. 3 Xijing Road, Badachu Science] [Power of Attorney The SHAREHOLDERS, Michael Yufeng CHI (ID: 110108197109148935) and Tian LIANG (ID: 110102197006282316) (collectively the “Shareholders”) of Beijing Perfect Moment Pictures Co., Ltd., (“Perfect Moment”) hereby irrevocably appoint Perfect World (Beijing) Software Co., Ltd. (business license No.: 110000410295807) (“PW Software”) to exercise the following powers and rights during the term of this Power of Attorney: To authorize PW] [Wholly-Owned Subsidiaries 1. Beijing Perfect World Software Co., Ltd., a PRC company 2. Perfect Online Holding Limited, a Hong Kong company 3. Perfect World Entertainment Inc., a Delaware, USA company 4. Perfect World Interactive Entertainment Co., Ltd., a Cayman Islands company 5. Perfect Game Holdings Limited, a British Virgin Islands company 6. Global Interserv (Caymans) Inc., a Cayman Islands company] [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 9, 2011 Dear Sirs Perfect World Co., Ltd. Yours faithfully Maples and Calder EX-15.1 14 dex151.htm CONSENT OF MAPLES AND CALDER] [[Letterhead of King & Wood] May 9, 2011 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 Cayman] [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 9, 2011 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear]

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PWRD [Perfect World] 20-F: TABLE OF CONTENTS INTRODUCTION 1 2 PART I.

[TABLE OF CONTENTS 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 30 ITEM 4A. UNRESOLVED STAFF COMMENTS 62 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 62 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES] [PERFECT WORLD CO., LTD. 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of this 2010 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context] [Exclusive Technology Support and Services Agreement This Exclusive Technology Support and Services Agreement (“this Agreement”) is entered into by and between the following parties below in Beijing, PRC as of February 12, 2011: Party A: Address: Party B: Address: WHEREAS: (1) Party A is a wholly foreign-owned enterprise incorporated and existing under the laws of the People’s Republic of China] [Development Cooperation Agreement This Development Cooperation Agreement (“this Agreement”) is entered into between the following parties in Beijing, PRC as of February 12, 2011: Party A: Address: Party B: Address: WHEREAS: 1. Party A is a limited liability company duly incorporated and validly existing under the laws of the People’s Republic of China (the “PRC”), which is engaged in the] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) is entered into among the following parties (“the Parties”) in Beijing, China as of February 12, 2011. Party A: Address: Party B: Address: Party C: Michael Yufeng CHI ID Number: Address: Tian LIANG ID Number: Address: WHEREAS: 1. Party A is a wholly foreign-owned enterprise duly incorporated and validly existing under] [Call Option Agreement THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on February 12, 2011. Party A Domicile: Building 306, #86 Beiyuan Road, Chaoyang District, Beijing 100101, China Party B Domicile: Room 8152, No. 3 Xijing Road, Badachu Science and Technology Park, Shijingshan District, Beijing : Party C Michael] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by and between the parties below (“the Parties”) in Beijing on February 12, 2011: Party A: Beijing Perfect World Software Co., Ltd. Address: Building 306, 86 Beiyuan Road, Chaoyang District, Beijing Party B: Beijing Perfect Moment Pictures Co., Ltd. Address: Room 8152, No. 3 Xijing Road, Badachu Science] [Power of Attorney The SHAREHOLDERS, Michael Yufeng CHI (ID: 110108197109148935) and Tian LIANG (ID: 110102197006282316) (collectively the “Shareholders”) of Beijing Perfect Moment Pictures Co., Ltd., (“Perfect Moment”) hereby irrevocably appoint Perfect World (Beijing) Software Co., Ltd. (business license No.: 110000410295807) (“PW Software”) to exercise the following powers and rights during the term of this Power of Attorney: To authorize PW] [Wholly-Owned Subsidiaries 1. Beijing Perfect World Software Co., Ltd., a PRC company 2. Perfect Online Holding Limited, a Hong Kong company 3. Perfect World Entertainment Inc., a Delaware, USA company 4. Perfect World Interactive Entertainment Co., Ltd., a Cayman Islands company 5. Perfect Game Holdings Limited, a British Virgin Islands company 6. Global Interserv (Caymans) Inc., a Cayman Islands company] [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 9, 2011 Dear Sirs Perfect World Co., Ltd. Yours faithfully Maples and Calder EX-15.1 14 dex151.htm CONSENT OF MAPLES AND CALDER] [[Letterhead of King & Wood] May 9, 2011 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 Cayman] [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 9, 2011 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear]

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AMCN [AIRMEDIA] 20-F: FORM 20-F (Mark One) OR December 31, 2010

[FORM 20-F (Mark One) OR December 31, 2010 For the fiscal year ended OR OR Date of event requiring this shell company report _________________________ For the transition period from ___________ to ___________. 001-33765 AIRMEDIA GROUP INC. Not Applicable Cayman Islands 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District, Beijing 100027 The People’s Republic of China Ping Sun AirMedia Group] [List of Subsidiaries Wholly-Owned Subsidiaries Place of Incorporation 1. Broad Cosmos Enterprises Ltd. British Virgin Islands 2. Air Media International Ltd. British Virgin Islands 3. Excel Lead International Limited British Virgin Islands 4. Dominant City Ltd. British Virgin Islands 5. Air Media (China) Limited Hong Kong 6. Royal Mart Limited Hong Kong 7. Glorious Star Investment Limited Hong Kong 8.] [CERTIFICATIONS I, Herman Man Guo, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATIONS I, Ping Sun, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [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. Herman Man Guo Chief Executive Officer] [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. Ping Sun 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. 333-148352, 333-164219 on Form S-8 and No. 333-161067 on Form F-3 of our reports dated May 5, 2011, relating to the consolidated financial statements and financial statement schedule of AirMedia Group Inc., its subsidiaries, its variable interest entities (the “VIEs”) and] [通 商 律 師 事 務 所 www.tongshang.com May 6, 2011 AirMedia Group Inc. Dear Sirs, Sincerely Yours,] [AirMedia Group Inc. May 6, 2011 Dear Sirs AirMedia Group Inc. Company SEC Annual Report We have acted as legal advisors as to the laws of the Cayman Islands to AirMedia Group Inc., an exempted limited liability company incorporated in the Cayman Islands (the " Yours faithfully]

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AMCN [AIRMEDIA] 20-F: (Original Filing)

[FORM 20-F (Mark One) OR December 31, 2010 For the fiscal year ended OR OR Date of event requiring this shell company report _________________________ For the transition period from ___________ to ___________. 001-33765 AIRMEDIA GROUP INC. Not Applicable Cayman Islands 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District, Beijing 100027 The People’s Republic of China Ping Sun AirMedia Group] [List of Subsidiaries Wholly-Owned Subsidiaries Place of Incorporation 1. Broad Cosmos Enterprises Ltd. British Virgin Islands 2. Air Media International Ltd. British Virgin Islands 3. Excel Lead International Limited British Virgin Islands 4. Dominant City Ltd. British Virgin Islands 5. Air Media (China) Limited Hong Kong 6. Royal Mart Limited Hong Kong 7. Glorious Star Investment Limited Hong Kong 8.] [CERTIFICATIONS I, Herman Man Guo, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATIONS I, Ping Sun, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [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. Herman Man Guo Chief Executive Officer] [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. Ping Sun 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. 333-148352, 333-164219 on Form S-8 and No. 333-161067 on Form F-3 of our reports dated May 5, 2011, relating to the consolidated financial statements and financial statement schedule of AirMedia Group Inc., its subsidiaries, its variable interest entities (the “VIEs”) and] [通 商 律 師 事 務 所 www.tongshang.com May 6, 2011 AirMedia Group Inc. Dear Sirs, Sincerely Yours,] [AirMedia Group Inc. May 6, 2011 Dear Sirs AirMedia Group Inc. Company SEC Annual Report We have acted as legal advisors as to the laws of the Cayman Islands to AirMedia Group Inc., an exempted limited liability company incorporated in the Cayman Islands (the " Yours faithfully]

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CISG [CNINSURE] 20-F:

[] [TH DATED THE 27 (1) INSCOM HK LIMITED and (2) INSCOM GROUP LIMITED and (3) INSCOM HOLDING LIMITED and (4) APOLLO & MUSE HOLDING LIMITED and (5) CLEVER STAR HOLDINGS LIMITED and (6) CISG HOLDINGS LIMITED SUPPLEMENTAL SUBSCRIPTION INSCOM HOLDING LIMITED STEVENSON, WONG & CO. THIS SUPPLEMENTAL SUBSCRIPTION AND SHARES PURCHASE AND SHAREHOLDERS AGREEMENT th BETWEEN (1) INSCOM HK LIMITED] [DATED THE 29TH DAY OF OCTOBER, 2010 (1) INSCOM HOLDING LIMITED and (2) INSCOM GROUP LIMITED and (3) INSCOM HK LIMITED and (4) APOLLO & MUSE HOLDING LIMITED and (5) CLEVER STAR HOLDINGS LIMITED and (6) CISG HOLDINGS LTD. and (7) WANG STRATEGIC CAPITAL PARTNERS (II) LIMITED and (8) HARBOR PACIFIC CAPITAL PARTNERS I, LP DEED OF ADHERENCE INSCOM HOLDING] [DATED THE 29TH DAY OF OCTOBER 2010 (1) INSCOM HOLDING LIMITED and (2) INSCOM GROUP LIMITED and (3) INSCOM HK LIMITED and (4) APOLLO & MUSE HOLDING LIMITED and (5) CLEVER STAR HOLDINGS LIMITED and (6) WANG STRATEGIC CAPITAL PARTNERS (II) LIMITED and (7) HARBOR PACIFIC CAPITAL PARTNERS I, LP SUBSCRIPTION and SHARE PURCHASE INSCOM HOLDING LIMITED STEVENSON, WONG &] [Put Option Agreement among Hu Yinan and APOLLO & MUSE HOLDING LIMITED WANG STRATEGIC CAPITAL PARTNERS (II) LIMITED HARBOR PACIFIC CAPITAL PARTNERS I, LP 29th OCTOBER 2010 Table of Contents Article Page 1 DEFINITIONS AND INTERPRETATION 3 2 PUT OPTION 5 3 ENTIRE AGREEMENT 7 4 CONFIDENTIALITY 7 5 NOTICE AND OTHER COMMUNICATION 8 6 GENERAL 9 7 APPLICABLE LAW] [LOAN AGREEMENT this Agreement December 3 THIS LOAN AGREEMENT (“ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Chunlin Wang WHEREAS: 1. PRC Party A is a wholly foreign-owned enterprise duly incorporated under the laws of the People’s Republic of China (the “ 2. Shenzhen Xinbao Party B is a Chinese citizen and holds 95% equity] [EQUITY PLEDGE AGREEMENT this Agreement December 3, THIS EQUITY PLEDGE AGREEMENT (hereinafter “ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Chunlin Wang Third Party: Shenzhen Xinbao Investment Management Co., Ltd. WHEREAS: 1. PRC Party A is a wholly foreign-owned enterprise incorporated in the People’s Republic of China (hereinafter the “ 2. Shenzhen Xinbao Party B] [EXCLUSIVE PURCHASE OPTION AGREEMENT this Agreement December 3 THIS EXCLUSIVE PURCHASE OPTION AGREEMENT (hereinafter “ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Chunlin Wang Party C: Shenzhen Xinbao Investment Management Co., Ltd. Party Parties In this Agreement, Party A, Party B and Party C are referred to individually as a “ WHEREAS: 1. PRC Party] [POWER OF ATTORNEY PRC Shenzhen Xinbao Ying Si Kang I, Chunlin Wang, a citizen of the People’s Republic of China (the “ I hereby authorize the person designated by Ying Si Kang which it thinks fit to represent me with full power to exercise all voting rights of shareholder to which I shall be entitled in accordance with PRC laws] [LOAN AGREEMENT this Agreement December 3 THIS LOAN AGREEMENT (“ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Yuan Tian WHEREAS: 1. PRC Party A is a wholly foreign-owned enterprise duly incorporated under the laws of the People’s Republic of China (the “ 2. Shenzhen Xinbao Party B is a Chinese citizen and holds 5% equity] [EQUITY PLEDGE AGREEMENT this Agreement December 3, THIS EQUITY PLEDGE AGREEMENT (hereinafter “ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Yuan Tian Third Party: Shenzhen Xinbao Investment Management Co., Ltd. WHEREAS: 1. PRC Party A is a wholly foreign-owned enterprise incorporated in the People’s Republic of China (hereinafter the “ 2. Shenzhen Xinbao Party B] [EXCLUSIVE PURCHASE OPTION AGREEMENT this Agreement December 3 THIS EXCLUSIVE PURCHASE OPTION AGREEMENT (hereinafter “ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Yuan Tian Party C: Shenzhen Xinbao Investment Management Co., Ltd. Party Parties In this Agreement, Party A, Party B and Party C are referred to individually as a “ WHEREAS: 1. PRC Party] [POWER OF ATTORNEY PRC Shenzhen Xinbao Ying Si Kang I, Yuan Tian, a citizen of the People’s Republic of China (the “ I hereby authorize the person designated by Ying Si Kang which it thinks fit to represent me with full power to exercise all voting rights of shareholder to which I shall be entitled in accordance with PRC laws] [SHARE SUBSCRIPTION AGREEMENT Agreement Company WS CISG Subscribers Mr. Lin Expert Central Mancini Founder parties party This Share Subscription Agreement (this “ W I T N E S S E T H : WHEREAS, Mr. Lin is the sole shareholder of each of Expert Central and Mancini which collectively are the record and beneficial owners of all of the outstanding] [EXECUTION COPY SHARE PURCHASE AGREEMENT dated as of March 24 , 2011 among WINNER SIGHT GLOBAL LIMITED, CNINSURE INC., CISG HOLDINGS LTD., GUANGDONG MEIDIYA INVESTMENT CO., LTD., MR. KEPING LIN, EXPERT CENTRAL LIMITED, MANCINI HOLDINGS LIMITED, DATONG INTERNATIONAL HOLDINGS LIMITED, DATONG GROUP LIMITED, BEIJING DAHUA RONGJIN INFORMATION TECHNOLOGY LIMITED, BEIJING FANHUA DATONG INVESTMENT MANAGEMENT CO., LTD., and DATONG INSURANCE SALES] [SHARE TRANSFER AGREEMENT by and between Guangdong Meidiya Investment Co., Ltd. and Beijing Min Si Lian Hua Investment Management Co., Ltd. Regarding Beijing Fanhua Datong Investment Management Co., Ltd. This Agreement is entered into by and among the following parties on March 24, 2011, in Beijing. Guangdong Meidiya Transferor Transferor: Guangdong Meidiya Investment Co., Ltd. (“ Address: Room 603, Xiangkang] [Supplemental Agreement to Share Transfer Agreement by and between Guangdong Meidiya Investment Co., Ltd. and Beijing Min Si Lian Hua Investment Management Co., Ltd. Regarding Beijing Fanhua Datong Investment Management Co., Ltd. this Agreement March 24 This Supplemental Agreement to the Share Transfer Agreement (“ Guangdong Meidiya Transferor Transferor: Guangdong Meidiya Investment Co., Ltd. (“ Min Si Lian Hua Transferee] [SETTLEMENT AGREEMENT (SHAREHOLDERS AGREEMENT) “Agreement” This Settlement Agreement (this Party A: Guangdong Meidiya Investment Co., Ltd. Party B: Keping Lin Party C: Beijing Fanhua Datong Investment Management Co., Ltd. Parties The three parties mentioned above are referred to collectively as the “ WHEREAS: 1. “Datong Investment” PRC Party C (or 2. “Original Shareholders Agreements” Party A and Party B have] [FORM OF CONSULTING AND SERVICE AGREEMENT THIS CONSULTING AND SERVICE AGREEMENT (hereinafter referred to as “this Agreement”) is entered into on Party A: Fanhua Xinlian Information Technology Consulting (Shenzhen) Co., Ltd. rd Address: Rooms E2, F1, Tower Building, Times Fortune Building, Fuhua 3 Party B: Address: WHEREAS: (1) Party A is an enterprise duly incorporated under the laws of the] [FORM OF CONSULTING AND SERVICE AGREEMENT THIS CONSULTING AND SERVICE AGREEMENT (hereinafter referred to as “this Agreement”) is entered into in on Party A: Fanhua Zhonnglian Enterprise Image Planning (Shenzhen) Co., Ltd. rd Address: Room E1, E4 and E6, 22/F, Tower Building, Times Fortune Building, Fuhua 3 Party B: Address: WHEREAS: (1) Party A is an enterprise duly incorporated under] [FORM OF IT PLATFORM SERVICE AGREEMENT Party A: Party B: Litian Zhuoyue Software (Beijing) Co., Ltd. (hereinafter referred to as “Party B”) Contract Law of the People’s Republic of China 1. Service items During the term of the system platform service, Party A shall be entitled to the following services: (1) Service for the provision of spaces: Party B shall] [List of Subsidiaries and Consolidated Affiliated Entities Percentage attributable to our Place of Subsidiaries company incorporation 1. CISG Holdings Ltd. 100 % BVI 2. CNinsure Holdings Ltd. 100 % BVI 3. Intense Rise Limited 100 % Hong Kong 4. Fanhua Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd. (formerly known as Haidileji Enterprise Image Planning (Shenzhen) Co., Ltd.). 100 % PRC] [Certification by the Chief Executive Officer I, Yinan Hu, certify that: 1. I have reviewed this annual report on Form 20-F of CNinsure Inc. (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 of the] [Certification by the Chief Financial Officer I, Peng Ge, certify that: 1. I have reviewed this annual report on Form 20-F of CNinsure Inc. (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 of the] [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. Yinan Hu 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. Peng Ge Chief Financial Officer] [[Letterhead of Maples and Calder] Our ref VZL\628018\4489002v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com CNinsure Inc. 4 May 2011 Dear Sirs Re: CNinsure Inc. (the “Company”) Yours faithfully Maples and Calder] [Commerce & Finance Law Offices www.tongshang.com.cn E-mail Add: beijing@tongshang.com Website: May 4, 2011 To: CNinsure Inc. 22/F, Yinhai Building Dear Sirs, Yours faithfully, Commerce & Finance Law Offices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte Touche Tohmatsu]

CISG [CNINSURE] 20-F: (Original Filing)

[] [TH DATED THE 27 (1) INSCOM HK LIMITED and (2) INSCOM GROUP LIMITED and (3) INSCOM HOLDING LIMITED and (4) APOLLO & MUSE HOLDING LIMITED and (5) CLEVER STAR HOLDINGS LIMITED and (6) CISG HOLDINGS LIMITED SUPPLEMENTAL SUBSCRIPTION INSCOM HOLDING LIMITED STEVENSON, WONG & CO. THIS SUPPLEMENTAL SUBSCRIPTION AND SHARES PURCHASE AND SHAREHOLDERS AGREEMENT th BETWEEN (1) INSCOM HK LIMITED] [DATED THE 29TH DAY OF OCTOBER, 2010 (1) INSCOM HOLDING LIMITED and (2) INSCOM GROUP LIMITED and (3) INSCOM HK LIMITED and (4) APOLLO & MUSE HOLDING LIMITED and (5) CLEVER STAR HOLDINGS LIMITED and (6) CISG HOLDINGS LTD. and (7) WANG STRATEGIC CAPITAL PARTNERS (II) LIMITED and (8) HARBOR PACIFIC CAPITAL PARTNERS I, LP DEED OF ADHERENCE INSCOM HOLDING] [DATED THE 29TH DAY OF OCTOBER 2010 (1) INSCOM HOLDING LIMITED and (2) INSCOM GROUP LIMITED and (3) INSCOM HK LIMITED and (4) APOLLO & MUSE HOLDING LIMITED and (5) CLEVER STAR HOLDINGS LIMITED and (6) WANG STRATEGIC CAPITAL PARTNERS (II) LIMITED and (7) HARBOR PACIFIC CAPITAL PARTNERS I, LP SUBSCRIPTION and SHARE PURCHASE INSCOM HOLDING LIMITED STEVENSON, WONG &] [Put Option Agreement among Hu Yinan and APOLLO & MUSE HOLDING LIMITED WANG STRATEGIC CAPITAL PARTNERS (II) LIMITED HARBOR PACIFIC CAPITAL PARTNERS I, LP 29th OCTOBER 2010 Table of Contents Article Page 1 DEFINITIONS AND INTERPRETATION 3 2 PUT OPTION 5 3 ENTIRE AGREEMENT 7 4 CONFIDENTIALITY 7 5 NOTICE AND OTHER COMMUNICATION 8 6 GENERAL 9 7 APPLICABLE LAW] [LOAN AGREEMENT this Agreement December 3 THIS LOAN AGREEMENT (“ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Chunlin Wang WHEREAS: 1. PRC Party A is a wholly foreign-owned enterprise duly incorporated under the laws of the People’s Republic of China (the “ 2. Shenzhen Xinbao Party B is a Chinese citizen and holds 95% equity] [EQUITY PLEDGE AGREEMENT this Agreement December 3, THIS EQUITY PLEDGE AGREEMENT (hereinafter “ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Chunlin Wang Third Party: Shenzhen Xinbao Investment Management Co., Ltd. WHEREAS: 1. PRC Party A is a wholly foreign-owned enterprise incorporated in the People’s Republic of China (hereinafter the “ 2. Shenzhen Xinbao Party B] [EXCLUSIVE PURCHASE OPTION AGREEMENT this Agreement December 3 THIS EXCLUSIVE PURCHASE OPTION AGREEMENT (hereinafter “ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Chunlin Wang Party C: Shenzhen Xinbao Investment Management Co., Ltd. Party Parties In this Agreement, Party A, Party B and Party C are referred to individually as a “ WHEREAS: 1. PRC Party] [POWER OF ATTORNEY PRC Shenzhen Xinbao Ying Si Kang I, Chunlin Wang, a citizen of the People’s Republic of China (the “ I hereby authorize the person designated by Ying Si Kang which it thinks fit to represent me with full power to exercise all voting rights of shareholder to which I shall be entitled in accordance with PRC laws] [LOAN AGREEMENT this Agreement December 3 THIS LOAN AGREEMENT (“ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Yuan Tian WHEREAS: 1. PRC Party A is a wholly foreign-owned enterprise duly incorporated under the laws of the People’s Republic of China (the “ 2. Shenzhen Xinbao Party B is a Chinese citizen and holds 5% equity] [EQUITY PLEDGE AGREEMENT this Agreement December 3, THIS EQUITY PLEDGE AGREEMENT (hereinafter “ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Yuan Tian Third Party: Shenzhen Xinbao Investment Management Co., Ltd. WHEREAS: 1. PRC Party A is a wholly foreign-owned enterprise incorporated in the People’s Republic of China (hereinafter the “ 2. Shenzhen Xinbao Party B] [EXCLUSIVE PURCHASE OPTION AGREEMENT this Agreement December 3 THIS EXCLUSIVE PURCHASE OPTION AGREEMENT (hereinafter “ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Yuan Tian Party C: Shenzhen Xinbao Investment Management Co., Ltd. Party Parties In this Agreement, Party A, Party B and Party C are referred to individually as a “ WHEREAS: 1. PRC Party] [POWER OF ATTORNEY PRC Shenzhen Xinbao Ying Si Kang I, Yuan Tian, a citizen of the People’s Republic of China (the “ I hereby authorize the person designated by Ying Si Kang which it thinks fit to represent me with full power to exercise all voting rights of shareholder to which I shall be entitled in accordance with PRC laws] [SHARE SUBSCRIPTION AGREEMENT Agreement Company WS CISG Subscribers Mr. Lin Expert Central Mancini Founder parties party This Share Subscription Agreement (this “ W I T N E S S E T H : WHEREAS, Mr. Lin is the sole shareholder of each of Expert Central and Mancini which collectively are the record and beneficial owners of all of the outstanding] [EXECUTION COPY SHARE PURCHASE AGREEMENT dated as of March 24 , 2011 among WINNER SIGHT GLOBAL LIMITED, CNINSURE INC., CISG HOLDINGS LTD., GUANGDONG MEIDIYA INVESTMENT CO., LTD., MR. KEPING LIN, EXPERT CENTRAL LIMITED, MANCINI HOLDINGS LIMITED, DATONG INTERNATIONAL HOLDINGS LIMITED, DATONG GROUP LIMITED, BEIJING DAHUA RONGJIN INFORMATION TECHNOLOGY LIMITED, BEIJING FANHUA DATONG INVESTMENT MANAGEMENT CO., LTD., and DATONG INSURANCE SALES] [SHARE TRANSFER AGREEMENT by and between Guangdong Meidiya Investment Co., Ltd. and Beijing Min Si Lian Hua Investment Management Co., Ltd. Regarding Beijing Fanhua Datong Investment Management Co., Ltd. This Agreement is entered into by and among the following parties on March 24, 2011, in Beijing. Guangdong Meidiya Transferor Transferor: Guangdong Meidiya Investment Co., Ltd. (“ Address: Room 603, Xiangkang] [Supplemental Agreement to Share Transfer Agreement by and between Guangdong Meidiya Investment Co., Ltd. and Beijing Min Si Lian Hua Investment Management Co., Ltd. Regarding Beijing Fanhua Datong Investment Management Co., Ltd. this Agreement March 24 This Supplemental Agreement to the Share Transfer Agreement (“ Guangdong Meidiya Transferor Transferor: Guangdong Meidiya Investment Co., Ltd. (“ Min Si Lian Hua Transferee] [SETTLEMENT AGREEMENT (SHAREHOLDERS AGREEMENT) “Agreement” This Settlement Agreement (this Party A: Guangdong Meidiya Investment Co., Ltd. Party B: Keping Lin Party C: Beijing Fanhua Datong Investment Management Co., Ltd. Parties The three parties mentioned above are referred to collectively as the “ WHEREAS: 1. “Datong Investment” PRC Party C (or 2. “Original Shareholders Agreements” Party A and Party B have] [FORM OF CONSULTING AND SERVICE AGREEMENT THIS CONSULTING AND SERVICE AGREEMENT (hereinafter referred to as “this Agreement”) is entered into on Party A: Fanhua Xinlian Information Technology Consulting (Shenzhen) Co., Ltd. rd Address: Rooms E2, F1, Tower Building, Times Fortune Building, Fuhua 3 Party B: Address: WHEREAS: (1) Party A is an enterprise duly incorporated under the laws of the] [FORM OF CONSULTING AND SERVICE AGREEMENT THIS CONSULTING AND SERVICE AGREEMENT (hereinafter referred to as “this Agreement”) is entered into in on Party A: Fanhua Zhonnglian Enterprise Image Planning (Shenzhen) Co., Ltd. rd Address: Room E1, E4 and E6, 22/F, Tower Building, Times Fortune Building, Fuhua 3 Party B: Address: WHEREAS: (1) Party A is an enterprise duly incorporated under] [FORM OF IT PLATFORM SERVICE AGREEMENT Party A: Party B: Litian Zhuoyue Software (Beijing) Co., Ltd. (hereinafter referred to as “Party B”) Contract Law of the People’s Republic of China 1. Service items During the term of the system platform service, Party A shall be entitled to the following services: (1) Service for the provision of spaces: Party B shall] [List of Subsidiaries and Consolidated Affiliated Entities Percentage attributable to our Place of Subsidiaries company incorporation 1. CISG Holdings Ltd. 100 % BVI 2. CNinsure Holdings Ltd. 100 % BVI 3. Intense Rise Limited 100 % Hong Kong 4. Fanhua Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd. (formerly known as Haidileji Enterprise Image Planning (Shenzhen) Co., Ltd.). 100 % PRC] [Certification by the Chief Executive Officer I, Yinan Hu, certify that: 1. I have reviewed this annual report on Form 20-F of CNinsure Inc. (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 of the] [Certification by the Chief Financial Officer I, Peng Ge, certify that: 1. I have reviewed this annual report on Form 20-F of CNinsure Inc. (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 of the] [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. Yinan Hu 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. Peng Ge Chief Financial Officer] [[Letterhead of Maples and Calder] Our ref VZL\628018\4489002v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com CNinsure Inc. 4 May 2011 Dear Sirs Re: CNinsure Inc. (the “Company”) Yours faithfully Maples and Calder] [Commerce & Finance Law Offices www.tongshang.com.cn E-mail Add: beijing@tongshang.com Website: May 4, 2011 To: CNinsure Inc. 22/F, Yinhai Building Dear Sirs, Yours faithfully, Commerce & Finance Law Offices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte Touche Tohmatsu]

CHRM [Charm Communications] 20-F: (Original Filing)

[None None 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. 15,760,102 Class A ordinary shares and 62,500,000 Class B ordinary shares, par value US$0.0001 per share, as of December 31, 2010 ¨ x ¨ x x ¨ ¨ ¨] [BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Shanghai Media Group 2011 Advertising Agency Agreement No.: W2011029 Party A: Shanghai Media Group; Advertising Management Center of Shanghai Media Group (“Party A”) Party B: Shang Xing Media Co., Ltd. (“Party B”) WHEREAS: Having each been granted the] [BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Advertising Agency Agreement Party A: Tianjin TV Satellite Media Co., Ltd. Party B: Shang Xing Media Co., Ltd. Article 1 Scope of Cooperation and General Principles 1.1 In order to foster an ever stronger Tianjin Satellite TV and] [Wholly Owned Subsidiaries • • • • • • • • • Partially Owned Subsidiaries • • • Variable interest entities, each of which is incorporated in the PRC] [CERTIFICATION OF OUR CHIEF EXECUTIVE OFFICER I, He Dang, certify that: 1. I have reviewed this annual report on Form 20-F of Charm Communications 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 OF OUR CHIEF FINANCIAL OFFICER I, Wei Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Charm Communications 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 OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the company. He Dang Chief Executive Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the company and will] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the company. Wei Zhou Chief Financial Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the company and will] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-170504 on Form S-8 of our report dated May 3, 2011, relating to the consolidated financial statements of Charm Communications Inc., its subsidiaries and its variable interest entities as of December 31, 2009 and 2010 and for the years ended December]

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CHRM [Charm Communications] 20-F: None None Indicate the number of outstanding shares

[None None 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. 15,760,102 Class A ordinary shares and 62,500,000 Class B ordinary shares, par value US$0.0001 per share, as of December 31, 2010 ¨ x ¨ x x ¨ ¨ ¨] [BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Shanghai Media Group 2011 Advertising Agency Agreement No.: W2011029 Party A: Shanghai Media Group; Advertising Management Center of Shanghai Media Group (“Party A”) Party B: Shang Xing Media Co., Ltd. (“Party B”) WHEREAS: Having each been granted the] [BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Advertising Agency Agreement Party A: Tianjin TV Satellite Media Co., Ltd. Party B: Shang Xing Media Co., Ltd. Article 1 Scope of Cooperation and General Principles 1.1 In order to foster an ever stronger Tianjin Satellite TV and] [Wholly Owned Subsidiaries • • • • • • • • • Partially Owned Subsidiaries • • • Variable interest entities, each of which is incorporated in the PRC] [CERTIFICATION OF OUR CHIEF EXECUTIVE OFFICER I, He Dang, certify that: 1. I have reviewed this annual report on Form 20-F of Charm Communications 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 OF OUR CHIEF FINANCIAL OFFICER I, Wei Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Charm Communications 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 OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the company. He Dang Chief Executive Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the company and will] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the company. Wei Zhou Chief Financial Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the company and will] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-170504 on Form S-8 of our report dated May 3, 2011, relating to the consolidated financial statements of Charm Communications Inc., its subsidiaries and its variable interest entities as of December 31, 2009 and 2010 and for the years ended December]

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MCOX [Mecox Lane] 20-F: (Original Filing)

[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. 405,192,257 ordinary shares, par value $0.0001 per share, as of December 31, 2010. ¨ x ¨ x x ¨ ¨ ¨ ¨ ¨] [Normal Building of Shanghai Chinalong Industrial Town Lease Contract QL-ZLHT 2010-058 This contract is made by and between: Party A: Shanghai Chinalong Industrial Development Co., Ltd. Legal Address: 889 Yishan Road, Shanghai, China Tel: 64854680 64850557 Fax: 64854980 Business License: Party B: Shanghai Mecox Lane Information Technology Co., Ltd. Legal Address: Tel: Fax: Business License: Whereas, Party A has entered] [Normal Building of Shanghai Chinalong Industrial Town Lease Contract QL-ZLHT 2010-019 This contract is made by and between: Party A: Shanghai Chinalong Industrial Development Co., Ltd. Legal Address: 889 Yishan Road, Shanghai, China Tel: 64854680 64850557 Fax: 64854980 Business License: Party B: Shanghai Mecox Lane International Mailoder Co., Ltd. Legal Address: Tel: Fax: Business License: Whereas, Party A has entered] [Normal Building of Shanghai Chinalong Industrial Town Lease Contract QL-ZLHT 2010-033 This contract is made by and between: Party A: Shanghai Chinalong Industrial Development Co., Ltd. Legal Address: 889 Yishan Road, Shanghai, China Tel: 64854680 64850557 Fax: 64854980 Business License: Party B: Maiwang Trading (Shanghai) Co., Ltd. Legal Address: Tel: Fax: Business License: Whereas, Party A has entered into the] [Shanghai House Lease Contract (Contract No. ) Parties of this Contract: Lessor (Party A): Shanghai Liming Auxiliary Co., Ltd. Lessee (Party B): Shanghai Mecox Lane Information Technology Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China” and the “Regulations of the Shanghai Municipality on Building Leasing,” Party A and Party B, on the basis of] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Shanghai Victoria Enterprise Co., Ltd. Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this Contract] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Shanghai Wensheng Printing Co., Ltd. Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this Contract] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Shanghai Yuanmei Electrical Co., Ltd. Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this Contract] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Beijing Bai Li Wei Technology Development Co., Ltd. Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered] [List of Subsidiaries of Mecox Lane Limited Beneficially Owned Subsidiaries Name of Company Jurisdiction of Incorporation Percentage of Attributable Equity Interests 1. eMecoxLane Co., Ltd. Cayman Islands 100 % 2. Rampage China Limited Cayman Islands 80 % 3. Rampage China (Hong Kong) Limited Hong Kong 80 % 4. Mecox Lane (Hong Kong) Limited Hong Kong 100 % 5. eMecoxLane (Hong] [Certification by the Chief Executive Officer I, Alfred Beichun Gu, certify that: 1. I have reviewed this annual report on Form 20-F of Mecox Lane 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 made, in light] [Certification by the Chief Financial Officer I, Paul Bang Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of Mecox Lane 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 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. Alfred Beichun Gu 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. Paul Bang Zhang Chief Financial Officer] [Our ref JBS\611736\4497417v1 Direct tel +852 3690 7440 Email jai.singh@maplesandcalder.com Mecox Lane Limited 22nd Floor, Gems Tower, Building 20, No. 487, Tianlin Road Shanghai 200233, People’s Republic of China 29 April 2011 Dear Sirs Mecox Lane Limited (the “Company”) Yours faithfully, Maples and Calder EX-15.1 15 dex151.htm CONSENT OF MAPLES AND CALDER] [Mecox Lane Limited 22nd Floor, Gems Tower, Building 20 No. 487, Tianlin Road Shanghai 200233 The People’s Republic of China Ladies and Gentlemen: Sincerely yours, For and on behalf of JUN HE LAW OFFICES EX-15.2 16 dex152.htm CONSENT OF JUN HE LAW OFFICES]

CHA [CHINA TELECOM] 20-F: (Original Filing)

[TABLE OF CONTENTS Page PART I - 2 - Item 1. Identity of Directors, Senior Management and Advisers - 2 - Item 2. Offer Statistics and Expected Timetable - 2 - Item 3. Key Information - 2 - Item 4. Information on the Company - 15 - Item 4A. Unresolved Staff Comments - 36 - Item 5. Operating and Financial] [English Summary of Supplemental Agreement to the Centralized Services Agreement Between China Telecommunications Corporation and China Telecom Corporation Limited China Telecommunications Corporation (“Party A”) and China Telecom Corporation Limited (“Party B”) entered into the Centralized Services Agreement on September 10, 2002 and subsequently amended it on October 26, 2003, April 13, 2004, December 15, 2005, December 26, 2007, and March] [English Summary of Supplemental Agreement to the Interconnection Settlement Agreement Between China Telecommunications Corporation and China Telecom Corporation Limited China Telecommunications Corporation (Party A) and China Telecom Corporation Limited (Party B) entered into the Interconnection Settlement Agreement on September 10, 2002 and subsequently amended it on July 27, 2008 (the “2008 Supplemental Agreement”). The Parties entered into the Supplemental Agreement] [English Summary of Supplemental Agreement to the Property Leasing Framework Agreement Between China Telecommunications Corporation and China Telecom Corporation Limited China Telecommunications Corporation (“Party A”) and China Telecom Corporation Limited (“Party B”) entered into the Property Leasing Framework Agreement on August 30, 2006. The Parties entered into the Supplemental Agreement to the Property Leasing Framework Agreement (the “Supplemental Agreement”) on] [English Summary of Supplemental Agreement to the IT Services Framework Agreement Between China Telecom Corporation Limited and China Telecommunications Corporation China Telecom Corporation Limited (“Party A”) and China Telecommunications Corporation (“Party B”) entered into the IT Services Framework Agreement on August 30, 2006 and subsequently amended it on December 15, 2008. The Parties entered into the Supplemental Agreement to the] [English Summary of Supplemental Agreement to the Community Services Framework Agreement Between China Telecom Corporation Limited and China Telecommunications Corporation China Telecom Corporation Limited (“Party A”) and China Telecommunications Corporation (“Party B”) entered into the Community Services Framework Agreement on August 30, 2006 and subsequently amended it on December 15, 2008. The Parties entered into the Supplemental Agreement to the] [English Summary of Supplemental Agreement to the Supplies Procurement Services Framework Agreement Between China Telecom Corporation Limited and China Telecommunications Corporation China Telecom Corporation Limited (“Party A”) and China Telecommunications Corporation (“Party B”) entered into the Supplies Procurement Services Framework Agreement on August 30, 2006 and subsequently amended it on December 15, 2008. The Parties entered into the Supplemental Agreement] [English Summary of Supplemental Agreement to the Engineering Framework Agreement Between China Telecom Corporation Limited and China Telecommunications Corporation China Telecom Corporation Limited (“Party A”) and China Telecommunications Corporation (“Party B”) entered into the Engineering Framework Agreement on August 30, 2006 and subsequently amended it on December 15, 2008. The Parties entered into the Supplemental Agreement to the Engineering Framework] [English Summary of Supplemental Agreement to the Ancillary Telecommunications Services Framework Agreement Between China Telecom Corporation Limited and China Telecommunications Corporation China Telecom Corporation Limited (“Party A”) and China Telecommunications Corporation (“Party B”) entered into the Ancillary Telecommunications Services Framework Agreement on August 30, 2006 and subsequently amended it on July 27, 2008. The Parties entered into the Supplemental Agreement] [English Summary of Supplemental Agreement to the CDMA Network Capacity Lease Agreement Between China Telecom Corporation Limited and China Telecommunications Corporation China Telecom Corporation Limited (“Party A”) and China Telecommunications Corporation (“Party B”) entered into the CDMA Network Capacity Lease Agreement on July 27, 2008. The Parties entered into the Supplemental Agreement to the CDMA Network Capacity Lease Agreement (the] [English Summary of Supplemental Agreement to the Trademark License Agreement Between China Telecommunications Corporation and China Telecom Corporation Limited China Telecommunications Corporation (“Party A”) and China Telecom Corporation Limited (“Party B”) entered into the Trademark License Agreement on September 10, 2002. The Parties entered into the Supplemental Agreement to the Trademark License Agreement (the “Supplemental Agreement”) on August 25, 2010] [English Summary of Supplemental Agreement to the Optic Fiber Leasing Agreement Between China Telecommunications Corporation and China Telecom Corporation Limited China Telecommunications Corporation (“Party A”) and China Telecom Corporation Limited (“Party B”) entered into the Optic Fiber Leasing Agreement on September 10, 2002 and subsequently amended it on July 10, 2008. The Parties entered into the Supplemental Agreement to the] [List of Subsidiaries Name Jurisdiction of Incorporation China Telecom Group Yellow Pages Information Company Ltd. The People’s Republic of China China Telecom Best Tone Information Service Co., Limited The People’s Republic of China China Telecom System Integration Co., Limited The People’s Republic of China Navict (Beijing) Information Consulting Co., Ltd. The People’s Republic of China Tianyi Telecom Terminals Company Limited] [Certification I, Wang Xiaochu, certify that: 1. I have reviewed this annual report on Form 20-F of China Telecom Corporation Limited (the “Company”); 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [Certification I, Wu Andi, certify that: 1. I have reviewed this annual report on Form 20-F of China Telecom Corporation Limited (the “Company”); 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [Certification Wang Xiaochu Chief Executive Officer] [Certification Wu Andi Chief Financial Officer]

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