ATAI [ATA] 20-F: (Original Filing)

[] [Testing Service Agreement nd Part A: Securities Association of China (“Client”) Part B: ATA Testing Authority (Beijing) Limited (“ATA”) Whereas: Client is the holder of Securities Occupation Qualification Test, Securities grantee representative ability Test and related Test (hereunder referred as “Test of Client” ). ATA is special supplier of testing technical services, holding the world’s leading DST simulation technology, advanced] [Service Agreement for 2010 Securities Practitioner Qualification Exams nd Part A: Securities Association of China (“Client”) Part B: ATA Testing Authority (Beijing) Limited (“ATA”) Client is the holder of Securities Practitioner Qualification Exams. ATA is a specialty supplier of technical testing services and test delivery services. According to the relevant laws and regulations of the PRC and the overall arrangements] [LIST OF SUBSIDIARIES Wholly Owned Subsidiaries: — ATA Testing Authority (Holdings) Limited, incorporated in the British Virgin Islands — ATA Testing Authority (Beijing) Limited, incorporated in the People’s Republic of China — ATA Learning (Beijing) Inc., incorporated in the People’s Republic of China — Beijing Jindixin Software Technology Limited, incorporated in the People’s Republic of China — ATA Learning (Wuxi)] [Certification by the Chief Executive Officer I, Kevin Xiaofeng Ma, certify that: 1. I have reviewed this annual report on Form 20-F of ATA 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] [Certification by the Chief Financial Officer I, Benson Tsang, certify that: 1. I have reviewed this annual report on Form 20-F of ATA 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] [Kevin Xiaofeng Ma Chief Executive Officer EX-13.1 7 h04325exv13w1.htm EX-13.1] [Benson Tsang Chief Financial Officer EX-13.2 8 h04325exv13w2.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm The Board of Directors We consent to the incorporation by reference in the registration statement (No. 333-150287) on Form S-8 of ATA Inc. of our reports dated July 7, 2010, with respect to the consolidated balance sheets of ATA Inc. as of March 31, 2009 and 2010, and the related consolidated statements of] [JONES LANG LASALLE SALLMANNS LIMITED July 7, 2010 th ATA Inc. Ladies and Gentlemen: Your sincerely, Jones Lang LaSalle Sallmanns Limited EX-23.2 10 h04325exv23w2.htm EX-23.2] [JINCHENG TONGDA & NEAL th July 7, 2010 Ladies and Gentlemen: We hereby consent to the use of our name under “Key Information — Risk Factors” and “Information on the Company — Business Overview — Regulation” in the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2010. Yours sincerely, Peng Jun Partner Jincheng Tongda &]

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CTC [IFM Investments] 20-F: ____________________ FORM 20-F ____________________ (Mark One) £ OR

[____________________ FORM 20-F ____________________ (Mark One) £ OR R For the fiscal year ended December 31, 2009. OR £ For the transition period from to OR £ Date of event requiring this shell company report ____________________ IFM Investments Limited ____________________ N/A Cayman Islands (Jurisdiction of incorporation or organization) 26/A, East Wing Hanwei Plaza No.7, Guanghua Road, Chaoyang District Beijing 100004,] [LIST OF SUBSIDIARIES A list of IFM Investments Limited’s principal subsidiaries is provided in Note 1 to the consolidated financial statements included in this annual report following Item 19.] [CERTIFICATIONS I, Donald Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of IFM Investments Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [I, Kevin Cheng Wei, certify that: 1. I have reviewed this annual report on Form 20-F of IFM Investments Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Exchange Act; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Donald Zhang Chairman of the Board of Directors and Chief Executive Officer June 30, 2010 Kevin Cheng] [Consent of Jun He Law offices, PRC Counsel IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing People’s Republic of China Dear Sir or Madam: We hereby consent to the references to us by IFM Investments Limited (“the Company”) under the heading “Risks Related to Doing Business in China” in the Annual Report on Form]

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

[TABLE OF CONTENTS Page PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2] [Execution Version DATED: 30 APRIL, 2010 BETWEEN GIGAMEDIA ASIA PACIFIC LIMITED AND INFOCOMM ASIA HOLDINGS PTE. LTD. SUBSCRIPTION AGREEMENT TABLE OF CONTENTS CLAUSE HEADING PAGE NO 1. INTERPRETATION 2 2. THE SUBSCRIPTION 5 3. CONDITIONS 6 4. USE OF PROCEEDS 7 5. COMPLETION 7 8] [Execution Version Amendment to Subscription Agreement Amendment Subscriber Company This Amendment to Subscription Agreement (this “ The parties hereby agree as follows: Definitions 1. Amendments 2. 2.1 Whereas (H) of the Subscription Agreement is hereby deleted in its entirety and replaced by the following: “The Subscriber proposes to subscribe for 500,000 Class B Shares at the Issue Price on the] [Execution Version SHARE PURCHASE AGREEMENT INFOCOMM INVESTMENTS PTE LTD - and - GIGAMEDIA ASIA PACIFIC LIMITED APRIL 30, 2010 SHARE PURCHASE AGREEMENT Agreement This Share Purchase Agreement (this “ INFOCOMM INVESTMENTS PTE LTD Selling Shareholder GIGAMEDIA ASIA PACIFIC LIMITED Purchaser WHEREAS Company (i) Infocomm Asia Holdings Pte. Ltd. (Company Registration Number 200414772H) (the “ (ii) The Selling Shareholder owns a] [EXECUTION VERSION SHARE PURCHASE AGREEMENT BODHI INVESTMENTS LLC - and - GIGAMEDIA ASIA PACIFIC LIMITED - and - GIGAMEDIA LIMITED APRIL 30, 2010 SHARE PURCHASE AGREEMENT Agreement This Share Purchase Agreement (this “ BODHI INVESTMENTS LLC Selling Shareholder GIGAMEDIA ASIA PACIFIC LIMITED Purchaser GIGAMEDIA LIMITED GIGAMEDIA WHEREAS Company (i) Infocomm Asia Holdings Pte. Ltd. (Company Registration Number 200414772H) (the “] [GIGAMEDIA ASIA PACIFIC LIMITED IN FAVOUR OF BLIZZARD ENTERTAINMENT INTERNATIONAL DEED OF GUARANTEE, UNDERTAKING AND INDEMNITY CONTENTS CLAUSE PAGE 1. DEFINITIONS 1 2. GUARANTEE 5 3. HELLGATE INDEMNITY 6 4. NON-COMPETITION AND OTHER UNDERTAKINGS 7 5. PRESERVATION OF RIGHTS 8 10 7. PAYMENTS AND INTEREST 10] [Execution Version SHAREHOLDER LOAN AGREEMENT Between GIGAMEDIA ASIA PACIFIC LIMITED And INFOCOMM ASIA HOLDINGS PTE. LTD. CONTENTS 1. INTERPRETATION 1 2. THE SHAREHOLDER LOAN 3 3. CONDITIONS TO DRAWDOWN 4 4. INTEREST 4 5. REPAYMENT 5 6. SECURITY AND SENIORITY 5 6 8. EVENT OF DEFAULT 8] [Execution Version LOAN ASSIGNMENT AGREEMENT among GIGAMEDIA ASIA PACIFIC LIMITED and INFOCOMM ASIA HOLDINGS PTE. LTD. and SPRING ASIA LIMITED relating to ASSIGNMENT OF SHAREHOLDER LOAN AGREEMENT TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATIONS 3 2. ASSUMPTION OF RIGHTS AND INTERESTS 4 4 4. TERMINATION 5 5. MISCELLANEOUS 5 APPENDIX 1 9 APPENDIX 2 10 2] [Execution Version LOAN AGREEMENT Between SPRING ASIA LIMITED And INFOCOMM ASIA HOLDINGS PTE. LTD. CONTENTS 1. INTERPRETATION 1 2. THE SHAREHOLDER LOAN 3 3. CONDITIONS TO DRAWDOWN 4 4. INTEREST 4 5. REPAYMENT 5 6. SECURITY AND SENIORITY 5 6 8. EVENT OF DEFAULT 8 9. TAXES 10] [EXECUTION COPY STOCK AND ASSET PURCHASE AGREEMENT AMONG MANGAS GAMING, GIGAMEDIA LIMITED, ULTRA INTERNET MEDIA, S.A., AND THE OTHER PARTIES HERETO NAMED HEREIN Dated as of December 15, 2009 TABLE OF CONTENTS Page ARTICLE I Purchase and Sale SECTION 1.01. Purchase and Sale 2 SECTION 1.02. Acquired Assets and Excluded Assets 5 SECTION 1.03. Assumption of Certain Liabilities 8 SECTION] [FIFTH AMENDMENT TO THE END USER LICENSE AGREEMENT THIS FIFTH AMENDMENT TO EULA-010404 (this Amendment) is made and entered into this the first day of April 2009, by and between Internet Media Licensing Limited, a British Virgin Island corporation (“IML”), having its registered office at Akara Bldg., 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands] [EXECUTION VERSION SHARE PURCHASE AGREEMENT - between - CHINA INTERACTIVE LIMITED - and - GIGAMEDIA ASIA PACIFIC LIMITED June 30, 2010 SHARE PURCHASE AGREEMENT Agreement This Share Purchase Agreement (this “ CHINA INTERACTIVE LIMITED Selling Shareholder GIGAMEDIA ASIA PACIFIC LIMITED Purchaser WHEREAS Company (i) Infocomm Asia Holdings Pte. Ltd. (Company Registration Number 200414772H) (the “ (ii) The Selling Shareholder owns] [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, Arthur M. Wang, 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] [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. Arthur M. Wang 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 on Form S-8 (No. 333-148663, No. 333-142963, No. 333-119616 and No. 333-160535) of GigaMedia Limited of our report dated May 13, 2010, on the consolidated financial statements and internal control over financial reporting of GigaMedia Limited, which appears in this annual report]

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

[TABLE OF CONTENTS Page PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2] [Execution Version DATED: 30 APRIL, 2010 BETWEEN GIGAMEDIA ASIA PACIFIC LIMITED AND INFOCOMM ASIA HOLDINGS PTE. LTD. SUBSCRIPTION AGREEMENT TABLE OF CONTENTS CLAUSE HEADING PAGE NO 1. INTERPRETATION 2 2. THE SUBSCRIPTION 5 3. CONDITIONS 6 4. USE OF PROCEEDS 7 5. COMPLETION 7 8] [Execution Version Amendment to Subscription Agreement Amendment Subscriber Company This Amendment to Subscription Agreement (this “ The parties hereby agree as follows: Definitions 1. Amendments 2. 2.1 Whereas (H) of the Subscription Agreement is hereby deleted in its entirety and replaced by the following: “The Subscriber proposes to subscribe for 500,000 Class B Shares at the Issue Price on the] [Execution Version SHARE PURCHASE AGREEMENT INFOCOMM INVESTMENTS PTE LTD - and - GIGAMEDIA ASIA PACIFIC LIMITED APRIL 30, 2010 SHARE PURCHASE AGREEMENT Agreement This Share Purchase Agreement (this “ INFOCOMM INVESTMENTS PTE LTD Selling Shareholder GIGAMEDIA ASIA PACIFIC LIMITED Purchaser WHEREAS Company (i) Infocomm Asia Holdings Pte. Ltd. (Company Registration Number 200414772H) (the “ (ii) The Selling Shareholder owns a] [EXECUTION VERSION SHARE PURCHASE AGREEMENT BODHI INVESTMENTS LLC - and - GIGAMEDIA ASIA PACIFIC LIMITED - and - GIGAMEDIA LIMITED APRIL 30, 2010 SHARE PURCHASE AGREEMENT Agreement This Share Purchase Agreement (this “ BODHI INVESTMENTS LLC Selling Shareholder GIGAMEDIA ASIA PACIFIC LIMITED Purchaser GIGAMEDIA LIMITED GIGAMEDIA WHEREAS Company (i) Infocomm Asia Holdings Pte. Ltd. (Company Registration Number 200414772H) (the “] [GIGAMEDIA ASIA PACIFIC LIMITED IN FAVOUR OF BLIZZARD ENTERTAINMENT INTERNATIONAL DEED OF GUARANTEE, UNDERTAKING AND INDEMNITY CONTENTS CLAUSE PAGE 1. DEFINITIONS 1 2. GUARANTEE 5 3. HELLGATE INDEMNITY 6 4. NON-COMPETITION AND OTHER UNDERTAKINGS 7 5. PRESERVATION OF RIGHTS 8 10 7. PAYMENTS AND INTEREST 10] [Execution Version SHAREHOLDER LOAN AGREEMENT Between GIGAMEDIA ASIA PACIFIC LIMITED And INFOCOMM ASIA HOLDINGS PTE. LTD. CONTENTS 1. INTERPRETATION 1 2. THE SHAREHOLDER LOAN 3 3. CONDITIONS TO DRAWDOWN 4 4. INTEREST 4 5. REPAYMENT 5 6. SECURITY AND SENIORITY 5 6 8. EVENT OF DEFAULT 8] [Execution Version LOAN ASSIGNMENT AGREEMENT among GIGAMEDIA ASIA PACIFIC LIMITED and INFOCOMM ASIA HOLDINGS PTE. LTD. and SPRING ASIA LIMITED relating to ASSIGNMENT OF SHAREHOLDER LOAN AGREEMENT TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATIONS 3 2. ASSUMPTION OF RIGHTS AND INTERESTS 4 4 4. TERMINATION 5 5. MISCELLANEOUS 5 APPENDIX 1 9 APPENDIX 2 10 2] [Execution Version LOAN AGREEMENT Between SPRING ASIA LIMITED And INFOCOMM ASIA HOLDINGS PTE. LTD. CONTENTS 1. INTERPRETATION 1 2. THE SHAREHOLDER LOAN 3 3. CONDITIONS TO DRAWDOWN 4 4. INTEREST 4 5. REPAYMENT 5 6. SECURITY AND SENIORITY 5 6 8. EVENT OF DEFAULT 8 9. TAXES 10] [EXECUTION COPY STOCK AND ASSET PURCHASE AGREEMENT AMONG MANGAS GAMING, GIGAMEDIA LIMITED, ULTRA INTERNET MEDIA, S.A., AND THE OTHER PARTIES HERETO NAMED HEREIN Dated as of December 15, 2009 TABLE OF CONTENTS Page ARTICLE I Purchase and Sale SECTION 1.01. Purchase and Sale 2 SECTION 1.02. Acquired Assets and Excluded Assets 5 SECTION 1.03. Assumption of Certain Liabilities 8 SECTION] [FIFTH AMENDMENT TO THE END USER LICENSE AGREEMENT THIS FIFTH AMENDMENT TO EULA-010404 (this Amendment) is made and entered into this the first day of April 2009, by and between Internet Media Licensing Limited, a British Virgin Island corporation (“IML”), having its registered office at Akara Bldg., 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands] [EXECUTION VERSION SHARE PURCHASE AGREEMENT - between - CHINA INTERACTIVE LIMITED - and - GIGAMEDIA ASIA PACIFIC LIMITED June 30, 2010 SHARE PURCHASE AGREEMENT Agreement This Share Purchase Agreement (this “ CHINA INTERACTIVE LIMITED Selling Shareholder GIGAMEDIA ASIA PACIFIC LIMITED Purchaser WHEREAS Company (i) Infocomm Asia Holdings Pte. Ltd. (Company Registration Number 200414772H) (the “ (ii) The Selling Shareholder owns] [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, Arthur M. Wang, 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] [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. Arthur M. Wang 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 on Form S-8 (No. 333-148663, No. 333-142963, No. 333-119616 and No. 333-160535) of GigaMedia Limited of our report dated May 13, 2010, on the consolidated financial statements and internal control over financial reporting of GigaMedia Limited, which appears in this annual report]

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CCM [Concord Medical Services] 20-F: (Original Filing)

[] [LIST OF SUBSIDIARIES • Ascendium Group Limited (incorporated in the British Virgin Islands) • Our Medical Services, Ltd. (incorporated in the British Virgin Islands) • China Medical Services Holdings Limited (incorporated in Hong Kong) • Cyber Medical Network Limited (incorporated in Hong Kong) • King Cheers Holding Limited (incorporated in Hong Kong) • China Medstar Pte. Ltd. (incorporated in Singapore)] [Certification by the Chief Executive Officer I, Jianyu Yang, Chief Executive Officer of Concord Medical Services Holdings Limited (the “Company”), certify that: 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 by the Chief Financial Officer I, Steve Sun, Chief Financial Officer of Concord Medical Services Holdings Limited (the “Company”), certify that: 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 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. Jianyu Yang Chief Executive Officer EX-13.1 5 h04094exv13w1.htm EX-13.1] [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. Steve Sun Chief Financial Officer EX-13.2 6 h04094exv13w2.htm EX-13.2]

By | 2016-03-13T12:03:58+00:00 June 30th, 2010|Categories: CCM, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
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CTC [IFM Investments] 20-F: (Original Filing)

[____________________ FORM 20-F ____________________ (Mark One) £ OR R For the fiscal year ended December 31, 2009. OR £ For the transition period from to OR £ Date of event requiring this shell company report ____________________ IFM Investments Limited ____________________ N/A Cayman Islands (Jurisdiction of incorporation or organization) 26/A, East Wing Hanwei Plaza No.7, Guanghua Road, Chaoyang District Beijing 100004,] [LIST OF SUBSIDIARIES A list of IFM Investments Limited’s principal subsidiaries is provided in Note 1 to the consolidated financial statements included in this annual report following Item 19.] [CERTIFICATIONS I, Donald Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of IFM Investments Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [I, Kevin Cheng Wei, certify that: 1. I have reviewed this annual report on Form 20-F of IFM Investments Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Exchange Act; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Donald Zhang Chairman of the Board of Directors and Chief Executive Officer June 30, 2010 Kevin Cheng] [Consent of Jun He Law offices, PRC Counsel IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing People’s Republic of China Dear Sir or Madam: We hereby consent to the references to us by IFM Investments Limited (“the Company”) under the heading “Risks Related to Doing Business in China” in the Annual Report on Form]

By | 2016-03-25T06:52:50+00:00 June 30th, 2010|Categories: Chinese Stocks, CTC, SEC Original|Tags: , , , , , |0 Comments
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NTES [NetEase,] 20-F: (Original Filing)

[Phone (86 10) 8255-8163 Facsimile (86 10) 8261 8627 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) NONE Name of each exchange and Title of each class on which registered: American Depositary Shares, each representing 25 ordinary shares, par value US$0.0001 per share, NASDAQ Global Select Market (Title of Class) NONE (Title of Class) Indicate the] [EMPLOYMENT AGREEMENT By and Between And NETEASE.COM, INC. Dated as of THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of by and between (the “Employee”) and NETEASE.COM, INC. (a Cayman Islands company) (the “Company”) BACKGROUND WHEREAS WHEREAS NOW, THEREFORE DEFINITIONS “Administrator” means the Compensation Committee (as defined below) or the Board (as defined below) who administer the] [SUBSIDIARIES OF NETEASE.COM, INC. Subsidiary Jurisdiction of Organization Effective Interest Held NetEase Information Technology (Beijing) Co., Ltd. People’s Republic of China 100.0%(2) NetEase Interactive Entertainment Ltd. British Virgin Islands 100.0% Guangzhou Boguan Telecommunication Technology Limited People’s Republic of China 100.0%(2) NetEase Youdao Information Technology (Beijing) Co., Ltd (formerly named NetEase Yodao Information Technology (Beijing) Co., Ltd.) People’s Republic of China] [CERTIFICATION I, William Lei Ding, certify that: 1. I have reviewed this annual report on Form 20-F of NetEase.com, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [CERTIFICATION I, Onward Choi, certify that: 1. I have reviewed this annual report on Form 20-F of NetEase.com, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. William Lei Ding Chief Executive Officer EX-13.1 6 dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Onward Choi Acting Chief Financial Officer EX-13.2 7 dex132.htm CERTIFICATION OF ACTING CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)] [[PricewaterhouseCoopers Letterhead] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-100069 and No. 333-164249) of NetEase.com, Inc. of our report dated June 29, 2010 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F.] [[Letterhead of Maples and Calder] NetEase.com, Inc. 26/F, SP Tower D Tsinghua Science Park Building 8 No. 1 Zhongguancun East Road Haidian District, Beijing 100084 People’s Republic of China 29 June 2010 Dear Sirs, Re: NetEase.com, Inc. (the “Company”) We hereby consent to the reference of our name under the headings “Taxation” and “Enforcement of Civil Liabilities” in the Form] [[Letterhead of King & Wood] June 29, 2010 NetEase.com, Inc. 26/F, SP Tower D Tsinghua Science Park Building 8 No. 1 Zhongguancun East Road Haidian District, Beijing 100084, People’s Republic of China Dear Sirs, Re: Consent of People’s Republic of China Counsel Very truly yours, King & Wood PRC Lawyers EX-15.4 10 dex154.htm CONSENT OF KING AND WOOD]

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NTES [NetEase,] 20-F: Phone (86 10) 8255-8163 Facsimile (86 10) 8261

[Phone (86 10) 8255-8163 Facsimile (86 10) 8261 8627 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) NONE Name of each exchange and Title of each class on which registered: American Depositary Shares, each representing 25 ordinary shares, par value US$0.0001 per share, NASDAQ Global Select Market (Title of Class) NONE (Title of Class) Indicate the] [EMPLOYMENT AGREEMENT By and Between And NETEASE.COM, INC. Dated as of THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of by and between (the “Employee”) and NETEASE.COM, INC. (a Cayman Islands company) (the “Company”) BACKGROUND WHEREAS WHEREAS NOW, THEREFORE DEFINITIONS “Administrator” means the Compensation Committee (as defined below) or the Board (as defined below) who administer the] [SUBSIDIARIES OF NETEASE.COM, INC. Subsidiary Jurisdiction of Organization Effective Interest Held NetEase Information Technology (Beijing) Co., Ltd. People’s Republic of China 100.0%(2) NetEase Interactive Entertainment Ltd. British Virgin Islands 100.0% Guangzhou Boguan Telecommunication Technology Limited People’s Republic of China 100.0%(2) NetEase Youdao Information Technology (Beijing) Co., Ltd (formerly named NetEase Yodao Information Technology (Beijing) Co., Ltd.) People’s Republic of China] [CERTIFICATION I, William Lei Ding, certify that: 1. I have reviewed this annual report on Form 20-F of NetEase.com, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [CERTIFICATION I, Onward Choi, certify that: 1. I have reviewed this annual report on Form 20-F of NetEase.com, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. William Lei Ding Chief Executive Officer EX-13.1 6 dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Onward Choi Acting Chief Financial Officer EX-13.2 7 dex132.htm CERTIFICATION OF ACTING CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)] [[PricewaterhouseCoopers Letterhead] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-100069 and No. 333-164249) of NetEase.com, Inc. of our report dated June 29, 2010 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F.] [[Letterhead of Maples and Calder] NetEase.com, Inc. 26/F, SP Tower D Tsinghua Science Park Building 8 No. 1 Zhongguancun East Road Haidian District, Beijing 100084 People’s Republic of China 29 June 2010 Dear Sirs, Re: NetEase.com, Inc. (the “Company”) We hereby consent to the reference of our name under the headings “Taxation” and “Enforcement of Civil Liabilities” in the Form] [[Letterhead of King & Wood] June 29, 2010 NetEase.com, Inc. 26/F, SP Tower D Tsinghua Science Park Building 8 No. 1 Zhongguancun East Road Haidian District, Beijing 100084, People’s Republic of China Dear Sirs, Re: Consent of People’s Republic of China Counsel Very truly yours, King & Wood PRC Lawyers EX-15.4 10 dex154.htm CONSENT OF KING AND WOOD]

By | 2016-02-28T15:31:55+00:00 June 29th, 2010|Categories: Chinese Stocks, NTES, Webplus ver|Tags: , , , , , |0 Comments
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GRO [AGRIA] 20-F: (Original Filing)

[] [EXCLUSIVE TECHNOLOGY DEVELOPMENT, TECHNOLOGY SUPPORT AND TECHNOLOGY this Contract This Exclusive Technology Development, Technology Support and Technology Services Contract (hereinafter referred to as “ BETWEEN: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Shenzhen Guanli Agricultural Technology Co., Ltd. Address: Room 1501, Tower 1, Huarong] [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Li Juan with ID card number: 420983197609010023 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly] [EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as “ BETWEEN: Party A: Pledgee Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the “ Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Pledgor Li Juan, a citizen of the PRC with ID card number: 420983197609010023 (hereinafter] [EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Li Juan, a citizen of the PRC with ID card number: 420983197609010023 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. Address: Room 1501,] [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Li Juan, a citizen of the People’s Republic of China (hereinafter referred to as “ Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as “ Once I, as a shareholder of Guanli, receive any dividends, bonuses or other distributions from] [POWER OF ATTORNEY China Guanli I, Li Juan, a citizen of the People’s Republic of China (hereinafter referred to as “ I authorize Mr. GUANGLIN LAI (passport number: S2630389C) to represent me with full power to exercise any shareholder’s rights, including voting rights, to which I shall be entitled under the laws of China and the Articles of Association of] [STATEMENT OF SPOUSE This is to confirm that I, as the spouse of Li Juan, hereby unconditionally and irrevocably represent to Shenzhen Guanli Agricultural Technology Co., Ltd. and Agria Brother Biotech (Shenzhen) Co., Ltd. that: the equity interest held by Li Juan in Shenzhen Guanli Agricultural Technology Co., Ltd. and any dividends, bonuses or other distributions received by her in] [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Li Juan with ID card number: 420983197609010023 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly] [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION CONTRACT Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Li Juan, a citizen of the PRC with ID card number: 420983197609010023 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. Address: Room 1501, Tower 1, Huarong Building, Mintian Road, Futian] [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Li Juan with ID card number: 420983197609010023 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly] [EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as “ BETWEEN: Pledgee Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the “ Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Pledgor Party B: Li Juan, a citizen of the PRC with ID card number: 420983197609010023 (hereinafter] [EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Li Juan, a citizen of the PRC with ID card number: 420983197609010023 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. Address: Room 1501,] [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Li Juan, a citizen of the People’s Republic of China (hereinafter referred to as “ Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as “ Once I, as a shareholder of Guanli, receive any dividends, bonuses or other distributions from] [POWER OF ATTORNEY China Guanli I, Li Juan, a citizen of the People’s Republic of China (hereinafter referred to as “ I authorize Mr. GUANGLIN LAI (passport number: S2630389C) to represent me with full power to exercise any shareholder’s rights, including voting rights, to which I shall be entitled under the laws of China and the Articles of Association of] [STATEMENT OF SPOUSE This is to confirm that I, as the spouse of Li Juan, hereby unconditionally and irrevocably represent to Shenzhen Guanli Agricultural Technology Co., Ltd. and Agria Brother Biotech (Shenzhen) Co., Ltd. that: the equity interest held by Li Juan in Shenzhen Guanli Agricultural Technology Co., Ltd. and any dividends, bonuses or other distributions received by her in] [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Cui Yachao with ID card number: 220104195612155017 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly] [EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as “ BETWEEN: Pledgee Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the “ Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Pledgor Party B: Cui Yachao, a citizen of the PRC with ID card number: 220104195612155017 (hereinafter] [EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Party B: Cui Yachao, a citizen of the PRC with ID card number: 220104195612155017 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. WHEREAS: 1. PRC Party A is a wholly foreign-owned enterprise incorporated in Shenzhen under the laws] [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Cui Yachao, a citizen of the People’s Republic of China (hereinafter referred to as “ Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as “ Once I, as a shareholder of Guanli, receive any dividends, bonuses or other distributions from] [POWER OF ATTORNEY China Guanli I, Cui Yachao, a citizen of the People’s Republic of China (hereinafter referred to as “ I authorize Mr. GUANGLIN LAI (passport number: S2630389C) to represent me with full power to exercise any shareholder’s rights, including voting rights, to which I shall be entitled under the laws of China and the Articles of Association of] [STATEMENT OF SPOUSE This is to confirm that I, as the spouse of Cui Yachao, hereby unconditionally and irrevocably represent to Shenzhen Guanli Agricultural Technology Co., Ltd. and Agria Brother Biotech (Shenzhen) Co., Ltd. that: the equity interest held by Cui Yachao in Shenzhen Guanli Agricultural Technology Co., Ltd. and any dividends, bonuses or other distributions received by him in] [EQUITY TRANSFER AGREEMENT Party A Transferor: Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as “ th Address: Unit 8, 17 Legal Representative: LAI GUANGLIN Position: Executive Director Authorized Agent: Zhang Hui Position: Administrator Party B Transferee: Li Juan (hereinafter referred to as “ Address: No. 10, Yanglian Street, Yingshan Office, Guangshui, Hubei Province ID Card No.: 420983197609010023 Telephone] [Supplemental Agreement to Loan Contract November 3, 2009 SUPPLEMENTAL AGREEMENT TO LOAN CONTRACT Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Party B: Cui Yachao with ID card number: 220104195612155017 Party C: Chen Jiezhen with ID card number: 440106197702170360 WHEREAS: 1. Party A and Party B entered into the Loan Contracts on August 4, 2009 and August 25, 2009, respectively;] [Loan Contract November 3, 2009 LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Party B (Borrower): Chen Jiezhen with ID card number: 440106197702170360 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly consultation: 1. Loan Amount: Party A shall lend] [Equity Pledge Contract Nov 3, 2009 EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as “ BETWEEN: Party A: Pledgee Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the “ Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Pledgor Chen Jiezhen, a citizen of the PRC] [Exclusive Call Option Contract Nov 3, 2009 EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Party B: Chen Jiezhen, a citizen of the PRC with ID card number: 440106197702170360 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. WHEREAS: 1. PRC Party A is a wholly foreign-owned] [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Chen Jiezhen, a citizen of the People’s Republic of China (hereinafter referred to as “ Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as “ Once I, as a shareholder of Guanli, receive any dividends, bonuses or other distributions from] [POWER OF ATTORNEY China Guanli I, Chen Jiezhen, a citizen of the People’s Republic of China (hereinafter referred to as “ I authorize Mr. GUANGLIN LAI (passport number: E1037693K) to represent me with full power to exercise any shareholder’s rights, including voting rights, to which I shall be entitled under the laws of China and the Articles of Association of] [EQUITY TRANSFER AGREEMENT Party A Transferor: Cui Yachao (hereinafter referred to as “ Address: Team No. 341, Xinyi Road Committee, Hongqi Street, Chaoyang District, Changchun ID Card No.: 220104195612155017 Telephone No.: 13603076066 Party B Transferee: Chen Jiezhen (hereinafter referred to as “ th Address: Units 1 and 8, 17 ID Card No.: 440106197702170360 Telephone No.: 13602653557 Joint Venture Company Law] [EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as “ BETWEEN: Party A: Pledgee Aero Biotech Science & Technology Co., Ltd. (hereinafter also referred to as the “ Address: Block 16, No. 26 Court, Xihuan South Road, Economic and Technological Development Zone, Beijing; Party B: Pledgor Huang Hua, a citizen of the PRC with ID card] [EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Aero Biotech Science & Technology Co., Ltd. Address: Block 16, No. 26 Court, Xihuan South Road, Economic and Technological Development Zone, Beijing Party B: Huang Hua, ID card number: 110108196204292252; P3A Party C: Taiyuan Primalights III Agriculture Development Co., Ltd. (hereinafter also referred to] [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China P3A Huang Hua, a citizen of the People’s Republic of China (hereinafter referred to as “ Agria China The above shareholder hereby irrevocably undertakes to Aero Biotech Science & Technology Co., Ltd. (hereinafter referred to as “ Once I, as a shareholder of P3A, receive any dividends, bonuses or other distributions] [POWER OF ATTORNEY China P3A I, Huang Hua, a citizen of the People’s Republic of China (hereinafter referred to as “ I authorize Mr. ZHIXIN XUE (Chinese ID card number: 140102621023081) to represent me with full power to exercise any shareholder’s rights, including voting rights, to which I shall be entitled under the laws of China and the Articles of] [List of Subsidiaries Name Place of Incorporation Agria Group Limited British Virgin Islands China Victory International Holdings Limited Hong Kong Agria Asia Investments Limited British Virgin Islands Agria (Singapore) Pte. Ltd. Singapore Aero Biotech Science & Technology Co., Ltd. PRC Agria Brother Biotech (Shenzhen) Co., Ltd. PRC Agria Biotech Overseas Limited Hong Kong Name Place of Incorporation Taiyuan Primalights III] [Certification by the Chief Executive Officer I, Xie Tao, certify that: 1. I have reviewed this annual report on Form 20-F of Agria 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 of the] [Certification by the Chief Financial Officer I, Christopher Boddington, certify that: 1. I have reviewed this annual report on Form 20-F of Agria 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 of 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. Xie Tao 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. Christopher Boddington Chief Financial Officer] [[Letterhead of Commerce & Finance Law Offices] June 29, 2010 Agria Corporation Ladies and Gentlemen: Sincerely yours,] [[Letterhead of Maples and Calder] Our ref GDK/JLL/630408/3932871v1 Direct tel +852 2971 3090 Email jo.lit@maplesandcalder.com Agria Corporation 29 June 2010 Dear Sirs, Re: Agria Corporation (the “Company”) Yours faithfully,] [[Letterhead of DLA Piper UK LLP Beijing Representative Office] Agria Corporation June 28, 2010 VIA EMAIL Dear Sirs, Yours sincerely,] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our reports dated June 29, 2010, with respect to the consolidated financial statements of Agria Corporation and the effectiveness of internal control over financial reporting of Agria]

By | 2016-02-28T12:55:17+00:00 June 29th, 2010|Categories: Chinese Stocks, GRO, SEC Original|Tags: , , , , , |0 Comments
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GRO [AGRIA] 20-F:

[] [EXCLUSIVE TECHNOLOGY DEVELOPMENT, TECHNOLOGY SUPPORT AND TECHNOLOGY this Contract This Exclusive Technology Development, Technology Support and Technology Services Contract (hereinafter referred to as “ BETWEEN: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Shenzhen Guanli Agricultural Technology Co., Ltd. Address: Room 1501, Tower 1, Huarong] [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Li Juan with ID card number: 420983197609010023 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly] [EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as “ BETWEEN: Party A: Pledgee Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the “ Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Pledgor Li Juan, a citizen of the PRC with ID card number: 420983197609010023 (hereinafter] [EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Li Juan, a citizen of the PRC with ID card number: 420983197609010023 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. Address: Room 1501,] [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Li Juan, a citizen of the People’s Republic of China (hereinafter referred to as “ Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as “ Once I, as a shareholder of Guanli, receive any dividends, bonuses or other distributions from] [POWER OF ATTORNEY China Guanli I, Li Juan, a citizen of the People’s Republic of China (hereinafter referred to as “ I authorize Mr. GUANGLIN LAI (passport number: S2630389C) to represent me with full power to exercise any shareholder’s rights, including voting rights, to which I shall be entitled under the laws of China and the Articles of Association of] [STATEMENT OF SPOUSE This is to confirm that I, as the spouse of Li Juan, hereby unconditionally and irrevocably represent to Shenzhen Guanli Agricultural Technology Co., Ltd. and Agria Brother Biotech (Shenzhen) Co., Ltd. that: the equity interest held by Li Juan in Shenzhen Guanli Agricultural Technology Co., Ltd. and any dividends, bonuses or other distributions received by her in] [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Li Juan with ID card number: 420983197609010023 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly] [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION CONTRACT Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Li Juan, a citizen of the PRC with ID card number: 420983197609010023 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. Address: Room 1501, Tower 1, Huarong Building, Mintian Road, Futian] [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Li Juan with ID card number: 420983197609010023 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly] [EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as “ BETWEEN: Pledgee Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the “ Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Pledgor Party B: Li Juan, a citizen of the PRC with ID card number: 420983197609010023 (hereinafter] [EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Li Juan, a citizen of the PRC with ID card number: 420983197609010023 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. Address: Room 1501,] [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Li Juan, a citizen of the People’s Republic of China (hereinafter referred to as “ Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as “ Once I, as a shareholder of Guanli, receive any dividends, bonuses or other distributions from] [POWER OF ATTORNEY China Guanli I, Li Juan, a citizen of the People’s Republic of China (hereinafter referred to as “ I authorize Mr. GUANGLIN LAI (passport number: S2630389C) to represent me with full power to exercise any shareholder’s rights, including voting rights, to which I shall be entitled under the laws of China and the Articles of Association of] [STATEMENT OF SPOUSE This is to confirm that I, as the spouse of Li Juan, hereby unconditionally and irrevocably represent to Shenzhen Guanli Agricultural Technology Co., Ltd. and Agria Brother Biotech (Shenzhen) Co., Ltd. that: the equity interest held by Li Juan in Shenzhen Guanli Agricultural Technology Co., Ltd. and any dividends, bonuses or other distributions received by her in] [LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B (Borrower): Cui Yachao with ID card number: 220104195612155017 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly] [EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as “ BETWEEN: Pledgee Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the “ Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Pledgor Party B: Cui Yachao, a citizen of the PRC with ID card number: 220104195612155017 (hereinafter] [EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Party B: Cui Yachao, a citizen of the PRC with ID card number: 220104195612155017 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. WHEREAS: 1. PRC Party A is a wholly foreign-owned enterprise incorporated in Shenzhen under the laws] [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Cui Yachao, a citizen of the People’s Republic of China (hereinafter referred to as “ Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as “ Once I, as a shareholder of Guanli, receive any dividends, bonuses or other distributions from] [POWER OF ATTORNEY China Guanli I, Cui Yachao, a citizen of the People’s Republic of China (hereinafter referred to as “ I authorize Mr. GUANGLIN LAI (passport number: S2630389C) to represent me with full power to exercise any shareholder’s rights, including voting rights, to which I shall be entitled under the laws of China and the Articles of Association of] [STATEMENT OF SPOUSE This is to confirm that I, as the spouse of Cui Yachao, hereby unconditionally and irrevocably represent to Shenzhen Guanli Agricultural Technology Co., Ltd. and Agria Brother Biotech (Shenzhen) Co., Ltd. that: the equity interest held by Cui Yachao in Shenzhen Guanli Agricultural Technology Co., Ltd. and any dividends, bonuses or other distributions received by him in] [EQUITY TRANSFER AGREEMENT Party A Transferor: Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as “ th Address: Unit 8, 17 Legal Representative: LAI GUANGLIN Position: Executive Director Authorized Agent: Zhang Hui Position: Administrator Party B Transferee: Li Juan (hereinafter referred to as “ Address: No. 10, Yanglian Street, Yingshan Office, Guangshui, Hubei Province ID Card No.: 420983197609010023 Telephone] [Supplemental Agreement to Loan Contract November 3, 2009 SUPPLEMENTAL AGREEMENT TO LOAN CONTRACT Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Party B: Cui Yachao with ID card number: 220104195612155017 Party C: Chen Jiezhen with ID card number: 440106197702170360 WHEREAS: 1. Party A and Party B entered into the Loan Contracts on August 4, 2009 and August 25, 2009, respectively;] [Loan Contract November 3, 2009 LOAN CONTRACT Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd. Party B (Borrower): Chen Jiezhen with ID card number: 440106197702170360 Party A and Party B have reached the following agreement in respect of the provision of a loan by Party A to Party B after friendly consultation: 1. Loan Amount: Party A shall lend] [Equity Pledge Contract Nov 3, 2009 EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as “ BETWEEN: Party A: Pledgee Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter also referred to as the “ Address: Unit 201, 2/F, Longyuan Building, Clear Water River Road, Luohu District, Shenzhen Party B: Pledgor Chen Jiezhen, a citizen of the PRC] [Exclusive Call Option Contract Nov 3, 2009 EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Agria Brother Biotech (Shenzhen) Co., Ltd. Party B: Chen Jiezhen, a citizen of the PRC with ID card number: 440106197702170360 Party C: Shenzhen Guanli Agricultural Technology Co., Ltd. WHEREAS: 1. PRC Party A is a wholly foreign-owned] [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China Guanli Chen Jiezhen, a citizen of the People’s Republic of China (hereinafter referred to as “ Agria Brother The above shareholder hereby irrevocably undertakes to Agria Brother Biotech (Shenzhen) Co., Ltd. (hereinafter referred to as “ Once I, as a shareholder of Guanli, receive any dividends, bonuses or other distributions from] [POWER OF ATTORNEY China Guanli I, Chen Jiezhen, a citizen of the People’s Republic of China (hereinafter referred to as “ I authorize Mr. GUANGLIN LAI (passport number: E1037693K) to represent me with full power to exercise any shareholder’s rights, including voting rights, to which I shall be entitled under the laws of China and the Articles of Association of] [EQUITY TRANSFER AGREEMENT Party A Transferor: Cui Yachao (hereinafter referred to as “ Address: Team No. 341, Xinyi Road Committee, Hongqi Street, Chaoyang District, Changchun ID Card No.: 220104195612155017 Telephone No.: 13603076066 Party B Transferee: Chen Jiezhen (hereinafter referred to as “ th Address: Units 1 and 8, 17 ID Card No.: 440106197702170360 Telephone No.: 13602653557 Joint Venture Company Law] [EQUITY PLEDGE CONTRACT this Contract This Equity Pledge Contract (hereinafter referred to as “ BETWEEN: Party A: Pledgee Aero Biotech Science & Technology Co., Ltd. (hereinafter also referred to as the “ Address: Block 16, No. 26 Court, Xihuan South Road, Economic and Technological Development Zone, Beijing; Party B: Pledgor Huang Hua, a citizen of the PRC with ID card] [EXCLUSIVE CALL OPTION CONTRACT Exclusive Call Option Contract this Contract This BY AND AMONG: Party A: Aero Biotech Science & Technology Co., Ltd. Address: Block 16, No. 26 Court, Xihuan South Road, Economic and Technological Development Zone, Beijing Party B: Huang Hua, ID card number: 110108196204292252; P3A Party C: Taiyuan Primalights III Agriculture Development Co., Ltd. (hereinafter also referred to] [LETTER OF UNDERTAKING IT IS HEREBY UNDERTAKEN THAT: China P3A Huang Hua, a citizen of the People’s Republic of China (hereinafter referred to as “ Agria China The above shareholder hereby irrevocably undertakes to Aero Biotech Science & Technology Co., Ltd. (hereinafter referred to as “ Once I, as a shareholder of P3A, receive any dividends, bonuses or other distributions] [POWER OF ATTORNEY China P3A I, Huang Hua, a citizen of the People’s Republic of China (hereinafter referred to as “ I authorize Mr. ZHIXIN XUE (Chinese ID card number: 140102621023081) to represent me with full power to exercise any shareholder’s rights, including voting rights, to which I shall be entitled under the laws of China and the Articles of] [List of Subsidiaries Name Place of Incorporation Agria Group Limited British Virgin Islands China Victory International Holdings Limited Hong Kong Agria Asia Investments Limited British Virgin Islands Agria (Singapore) Pte. Ltd. Singapore Aero Biotech Science & Technology Co., Ltd. PRC Agria Brother Biotech (Shenzhen) Co., Ltd. PRC Agria Biotech Overseas Limited Hong Kong Name Place of Incorporation Taiyuan Primalights III] [Certification by the Chief Executive Officer I, Xie Tao, certify that: 1. I have reviewed this annual report on Form 20-F of Agria 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 of the] [Certification by the Chief Financial Officer I, Christopher Boddington, certify that: 1. I have reviewed this annual report on Form 20-F of Agria 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 of 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. Xie Tao 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. Christopher Boddington Chief Financial Officer] [[Letterhead of Commerce & Finance Law Offices] June 29, 2010 Agria Corporation Ladies and Gentlemen: Sincerely yours,] [[Letterhead of Maples and Calder] Our ref GDK/JLL/630408/3932871v1 Direct tel +852 2971 3090 Email jo.lit@maplesandcalder.com Agria Corporation 29 June 2010 Dear Sirs, Re: Agria Corporation (the “Company”) Yours faithfully,] [[Letterhead of DLA Piper UK LLP Beijing Representative Office] Agria Corporation June 28, 2010 VIA EMAIL Dear Sirs, Yours sincerely,] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-153058) pertaining to the 2007 Share Incentive Plan of Agria Corporation of our reports dated June 29, 2010, with respect to the consolidated financial statements of Agria Corporation and the effectiveness of internal control over financial reporting of Agria]

By | 2016-02-28T12:55:50+00:00 June 29th, 2010|Categories: Chinese Stocks, GRO, Webplus ver|Tags: , , , , , |0 Comments
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