CYOU [Changyou.com] F-1/A: (Original Filing)
[] [CONSENT OF Baoquan Zhang Baoquan Zhang EX-23.7 2 dex237.htm CONSENT OF BAOQUAN ZHANG] [CONSENT OF Dave De Yang Dave De Yang EX-23.8 3 dex238.htm CONSENT OF DAVE DE YANG]
[] [CONSENT OF Baoquan Zhang Baoquan Zhang EX-23.7 2 dex237.htm CONSENT OF BAOQUAN ZHANG] [CONSENT OF Dave De Yang Dave De Yang EX-23.8 3 dex238.htm CONSENT OF DAVE DE YANG]
[] [CONSENT OF Baoquan Zhang Baoquan Zhang EX-23.7 2 dex237.htm CONSENT OF BAOQUAN ZHANG] [CONSENT OF Dave De Yang Dave De Yang EX-23.8 3 dex238.htm CONSENT OF DAVE DE YANG]
[¨ ¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer Smaller Reporting company x ¨ x $ 1 1,728,970 As of March 27, 2009, there were 12,394,652 shares of our common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. 2 EVER-GLORY INTERNATIONAL GROUP, INC. FORM 10-K For the Year Ended December 31, 2008] [Contract No.: [2008]D.Z.No.1111010262 Loan Contract China Merchants Bank Nanjing Branch 1 Loan Contract Contract No.: o √ o Lender: China Merchants Bank (hereinafter referred to as Party A) Principal: Borrower: Goldenway Nanjing Garments Company Limited (hereinafter referred to as Party B) Legal representative/Principal: loan capital turnover Whereas Party B applies to Party A for Article 1 Category of the loan] [__ [2008] China Merchants Bank Irrevocable Guaranty Agreement China Merchants Bank Nanjing Branch 1 Irrevocable Guaranty Agreement To the beneficiary, China Merchants Bank Stock Co. Ltd: Goldenway Nanjing Garments Company Limited 5,000,000.00, the Loan Agreement [2008]D.Z.No.111101026 Whereas the Bank agrees to provide Upon the request of the Debtor, I agree to eneter into this Irrevocable Guaranty Agreement to bear the] [[2008]D.Zi. No. 111101026-1 China Merchants Bank Mortgage Agreement China Merchants Bank Nanjing Branch 1 Mortgage Agreement No.: Mortgagee: China Merchants Bank_________ (hereinafter referred to as Party A) Main principal: Mortgagor (corporation or other organization): (hereinafter referred to as Party B) Legal representative/main principal: Kang Yihua Mortgagor (natural person): (hereinafter referred to as Party B) ID Card No.: 320103196310252016 Whereas: ;] [[2008]D.Zi. No. 111101026-2 China Merchants Bank Mortgage Agreement China Merchants Bank Nanjing Branch 1 Mortgage Agreement No.: Mortgagee: China Merchants Bank__________ (hereinafter referred to as Party A) Main principal: Mortgagor (corporation or other organization): (hereinafter referred to as Party B) Legal representative/main principal: Kang Huake Mortgagor (natural person): (hereinafter referred to as Party B) ID Card No.: 32010219880125123 Whereas: ;] [SUBSIDIARIES Perfect Dream Limited, a corporation established under the laws of the British Virgin Islands Goldenway Nanjing Garments Co., Ltd, a foreign-owned limited liability company formed under the laws of the People's Republic of China Nanjing Catch-Luck Garments Co., Ltd., a foreign-owned limited liability company formed under the laws of the People’s Republic of China Nanjing New-Tailun Garments Co., Ltd.,] [CONSENT OF REGISTERED INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Ever-glory International Group, Inc Moore Stephens Wurth Frazer and Torbet, LLP Walnut, California March 31, 2009 EX-23.1 12 v144402_ex23-1.htm] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Edward Yihua Kang, certify that: 1. I have reviewed this annual report on Form 10-K of Ever-Glory International 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] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Yan Guo, certify that: 1. I have reviewed this annual report on Form 10-K of Ever-Glory International 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 SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Edward Yihua Kang Chief Executive Officer EX-32.1 15 v144402_ex32-1.htm] [OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Yan Guo Chief Finance Officer (Principal Finance Officer) EX-32.2 16 v144402_ex32-2.htm]
[Cayman Islands (Jurisdiction of incorporation or organization) No. 387 Dongming Road Weifang Shandong People ’ s Republic of China, Postal Code: 261061 Title of each class Name of each exchange on which registered Ordinary Shares NASDAQ Global Market None (Title of Class) None (Title of Class) As of March 30, 2009, there were 13,062,500 ordinary shares outstanding. ¨ x ¨] [EX-4.12 3 v144398_ex4-12.htm] [EX-4.13 10 v144398_ex4-13.htm] [Ref. No.: 3770502008M100001200 Loan Contract Bank of Communication -1- Ref. No.: 377050200–8M100001200 Loan Contract Borrower: Fuwei Films (Shandong) Co., Ltd. Legal Representative: Xiaoan He Legal Address: Hi-Tech Development Zone, Dong Ming Road, Weifang Correspondence Address: Same as above Lender: Weifang Branch, Bank of Communication Responsible Person: Lei Wang Correspondence Address: 358 Dong Fang, Dong Street, Weifang] [Loan Contract Bank of Communication -1- Ref. No.: 377050200–8M100001400 Loan Contract Borrower: Fuwei Films (Shandong) Co., Ltd. Legal Representative: Xiaoan He Legal Address: Hi-Tech Development Zone, Dong Ming Road, Weifang Correspondence Address: Same as above Lender: Weifang Branch, Bank of Communication Responsible Person: Lei Wang Correspondence Address:] [Ref. No.:2008-0900-0622 Loan Contract Weifang City Commercial Bank -1- Ref. No.: 2008-0900-0622 Loan Contract Borrower: Fuwei Films (Shandong) Co., Ltd. Legal Representative: Xiaoan He Legal Address: Hi-Tech Development Zone, Dong Ming Road, Weifang Correspondence Address: Same as above Lender: Weifang City Commercial Bank Responsible Person: Yuzhi Wang Correspondence Address: 358 Dong Fang, Dong Street, Weifang] [Ref. No.:2009-0900-0020 Loan Contract Weifang City Commercial Bank -1- Ref. No.: 2009-0900-0020 Loan Contract Borrower: Fuwei Films (Shandong) Co., Ltd. Legal Representative: Xiaoan He Legal Address: Hi-Tech Development Zone, Dong Ming Road, Weifang Correspondence Address: Same as above Lender: Weifang City Commercial Bank Responsible Person: Yuzhi Wang Correspondence Address: 358 Dong Fang, Dong Street, Weifang] [Ref. No.:2009-0900-0037 Loan Contract Weifang City Commercial Bank -1- Ref. No.: 2009-0900-0037 Loan Contract Borrower: Fuwei Films (Shandong) Co., Ltd. Legal Representative: Xiaoan He Legal Address: Hi-Tech Development Zone, Dong Ming Road, Weifang Correspondence Address: Same as above Lender: Weifang City Commercial Bank Responsible Person: Yuzhi Wang Correspondence Address: 358 Dong Fang, Dong Street, Weifang] [I, Xiaoan He, certify that: 1. 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 which such statements were made, not misleading with respect to the period covered by this annual report;] [CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER I, Xiuyong Zhang, certify that: 1. 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 which such statements were made, not misleading with respect to the period] [(1) (2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company. March 31, 2009 Xiaoan He Chief Executive Officer Xiuyong Zhang Chief Financial Officer EX-13.1 20 v144398_ex13-1.htm]
[Large accelerated filer Accelerated filer Non-accelerated filer (Donotcheckifsmallerreportingcompany) Smallerreporting company R R DOCUMENTS INCORPORATED BY REFERENCE CHINA WIND SYSTEMS, INC. FORM 10-K TABLE OF CONTENTS No. Page Part I Item 1. Business. 1 Item 1A. Risk Factors. 14 Item 1B. Unresolved Staff Comments. 25 Item 2. Properties. 26 Item 3. Legal Proceedings.], [CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND We are committed to honesty, just management, fairness, providing a safe and healthy environment free from the fear of retribution, and respecting the dignity due everyone. For the communities in which we live and work we are committed to observe sound environmental business practices and], [China Wind Systems, Inc. ETHICS HOTLINE/WHISTLEBLOWER PROGRAM / CHINA WIND SYSTEMS, INC. ETHICS HOTLINE/WHISTLEBLOWER PROGRAM / ( ) TO: All Employees of China Wind Systems, Inc. (the Company) FROM: The Board of Directors, China Wind Systems, Inc. Introduction: : Purpose of Program: - Your Right to Report: In addition to reporting matters of the type], [LIST OF SUBSIDIARIES Name Ownership% Fulland, Limited, a Cayman Islands limited liability company. 100% owned 100 % Green Power Environment Technology (Shanghai) Co., Ltd., a wholly foreign-owned enterprise organized under the laws of the Peoples Republic of China 100 % Wuxi Fulland Wind Energy Equipment Co., Ltd., a wholly foreign-owned enterprise organized under the laws], [SARBANES-OXLEY ACT OF 2002 I, Jianhua Wu, certify that: 1.I have reviewed this annual report on Form 10-K of China Wind Systems, Inc.; 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], [CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER SARBANES-OXLEY ACT OF 2002 I, Leo Wang, certify that: 1.I have reviewed this annual report on Form 10-K of China Wind Systems, Inc.; 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], [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/Jianhua Wu Jianhua Wu Chief Executive Officer /s/Leo Wang Leo Wang Chief Financial Officer v144603_ex32-1.htm]
[Cayman Islands (Jurisdiction of incorporation or organization) No. 387 Dongming Road Weifang Shandong People ’ s Republic of China, Postal Code: 261061 Title of each class Name of each exchange on which registered Ordinary Shares NASDAQ Global Market None (Title of Class) None (Title of Class) As of March 30, 2009, there were 13,062,500 ordinary shares outstanding. ¨ x ¨] [EX-4.12 3 v144398_ex4-12.htm] [EX-4.13 10 v144398_ex4-13.htm] [Ref. No.: 3770502008M100001200 Loan Contract Bank of Communication -1- Ref. No.: 377050200–8M100001200 Loan Contract Borrower: Fuwei Films (Shandong) Co., Ltd. Legal Representative: Xiaoan He Legal Address: Hi-Tech Development Zone, Dong Ming Road, Weifang Correspondence Address: Same as above Lender: Weifang Branch, Bank of Communication Responsible Person: Lei Wang Correspondence Address: 358 Dong Fang, Dong Street, Weifang] [Loan Contract Bank of Communication -1- Ref. No.: 377050200–8M100001400 Loan Contract Borrower: Fuwei Films (Shandong) Co., Ltd. Legal Representative: Xiaoan He Legal Address: Hi-Tech Development Zone, Dong Ming Road, Weifang Correspondence Address: Same as above Lender: Weifang Branch, Bank of Communication Responsible Person: Lei Wang Correspondence Address:] [Ref. No.:2008-0900-0622 Loan Contract Weifang City Commercial Bank -1- Ref. No.: 2008-0900-0622 Loan Contract Borrower: Fuwei Films (Shandong) Co., Ltd. Legal Representative: Xiaoan He Legal Address: Hi-Tech Development Zone, Dong Ming Road, Weifang Correspondence Address: Same as above Lender: Weifang City Commercial Bank Responsible Person: Yuzhi Wang Correspondence Address: 358 Dong Fang, Dong Street, Weifang] [Ref. No.:2009-0900-0020 Loan Contract Weifang City Commercial Bank -1- Ref. No.: 2009-0900-0020 Loan Contract Borrower: Fuwei Films (Shandong) Co., Ltd. Legal Representative: Xiaoan He Legal Address: Hi-Tech Development Zone, Dong Ming Road, Weifang Correspondence Address: Same as above Lender: Weifang City Commercial Bank Responsible Person: Yuzhi Wang Correspondence Address: 358 Dong Fang, Dong Street, Weifang] [Ref. No.:2009-0900-0037 Loan Contract Weifang City Commercial Bank -1- Ref. No.: 2009-0900-0037 Loan Contract Borrower: Fuwei Films (Shandong) Co., Ltd. Legal Representative: Xiaoan He Legal Address: Hi-Tech Development Zone, Dong Ming Road, Weifang Correspondence Address: Same as above Lender: Weifang City Commercial Bank Responsible Person: Yuzhi Wang Correspondence Address: 358 Dong Fang, Dong Street, Weifang] [I, Xiaoan He, certify that: 1. 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 which such statements were made, not misleading with respect to the period covered by this annual report;] [CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER I, Xiuyong Zhang, certify that: 1. 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 which such statements were made, not misleading with respect to the period] [(1) (2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company. March 31, 2009 Xiaoan He Chief Executive Officer Xiuyong Zhang Chief Financial Officer EX-13.1 20 v144398_ex13-1.htm]
[Large accelerated filer Accelerated filer Non-accelerated filer (Donotcheckifsmallerreportingcompany) Smallerreporting company R R DOCUMENTS INCORPORATED BY REFERENCE CHINA WIND SYSTEMS, INC. FORM 10-K TABLE OF CONTENTS No. Page Part I Item 1. Business. 1 Item 1A. Risk Factors. 14 Item 1B. Unresolved Staff Comments. 25 Item 2. Properties. 26 Item 3. Legal Proceedings.], [CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND We are committed to honesty, just management, fairness, providing a safe and healthy environment free from the fear of retribution, and respecting the dignity due everyone. For the communities in which we live and work we are committed to observe sound environmental business practices and], [China Wind Systems, Inc. ETHICS HOTLINE/WHISTLEBLOWER PROGRAM / CHINA WIND SYSTEMS, INC. ETHICS HOTLINE/WHISTLEBLOWER PROGRAM / ( ) TO: All Employees of China Wind Systems, Inc. (the Company) FROM: The Board of Directors, China Wind Systems, Inc. Introduction: : Purpose of Program: - Your Right to Report: In addition to reporting matters of the type], [LIST OF SUBSIDIARIES Name Ownership% Fulland, Limited, a Cayman Islands limited liability company. 100% owned 100 % Green Power Environment Technology (Shanghai) Co., Ltd., a wholly foreign-owned enterprise organized under the laws of the Peoples Republic of China 100 % Wuxi Fulland Wind Energy Equipment Co., Ltd., a wholly foreign-owned enterprise organized under the laws], [SARBANES-OXLEY ACT OF 2002 I, Jianhua Wu, certify that: 1.I have reviewed this annual report on Form 10-K of China Wind Systems, Inc.; 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], [CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER SARBANES-OXLEY ACT OF 2002 I, Leo Wang, certify that: 1.I have reviewed this annual report on Form 10-K of China Wind Systems, Inc.; 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], [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/Jianhua Wu Jianhua Wu Chief Executive Officer /s/Leo Wang Leo Wang Chief Financial Officer v144603_ex32-1.htm]
[Explanatory Note PART II INFORMATION NOT REQUIRED IN PROSPECTUS FACE="Times New Roman" SIZE="2"> ITEM6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.yman Islands law does not limit the extent to which ampanys articles ofsociation may provide for indemnification of officers and directors, except to the extent any such provision may be held by theyman Islandsurts to bentrary to] [SIZE="2">CONSENT OF Baoquan Zhang Baoquan ZhangNSENT OF BAOQUAN ZHANG dex237.htm 2 EX-23.7] [SIZE="2">CONSENT OFve De Yangve De YangNSENT OFVE DE YANG dex238.htm 3 EX-23.8]
[Explanatory Note PART II INFORMATION NOT REQUIRED IN PROSPECTUS FACE="Times New Roman" SIZE="2"> ITEM6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.yman Islands law does not limit the extent to which ampanys articles ofsociation may provide for indemnification of officers and directors, except to the extent any such provision may be held by theyman Islandsurts to bentrary to] [SIZE="2">CONSENT OF Baoquan Zhang Baoquan ZhangNSENT OF BAOQUAN ZHANG dex237.htm 2 EX-23.7] [SIZE="2">CONSENT OFve De Yangve De YangNSENT OFVE DE YANG dex238.htm 3 EX-23.8]
[Large accelerated filer Accelerated filer Non-accelerated filer Smaller Reportingmpany x x $ 1 1,728,970 of March 27, 2009, there were 12,394,652 shares of ourmmon stock issued and outstanding. DOCUMENTSORPORATED BY REFERENCE None. 2 EVER-GLORY INTERNATIONAL, FORM 10-K For the Year Ended December 31, 2008 TABLE OFNTENTS] [Contract No.: [2008]D.Z.No.1111010262 Loanntract China Merchants Bank Nanjing Branch 1 Loanntractntract No.: o o Lender: China Merchants Bank (hereinafter referred to Party A) Principal: Borrower: Goldenway Nanjing Garmentsmpany Limited(hereinafter referred to Party B) Legal representative/Principal: loanpital turnover Whereas Party B applies to Party A for] [__ [2008] China Merchants Bank Irrevocable Guarantyreement China Merchants Bank Nanjing Branch 1 Irrevocable Guarantyreement To the beneficiary, China Merchants Bank Stock: Goldenway Nanjing Garmentsmpany Limited 5,000,000.00, the Loanreement [2008]D.Z.No.111101026 Whereas the Bankrees to provide Upon the request of the Debtor, Iree to eneter into this Irrevocable Guarantyreement to bear the following joint and several] [[2008]D.Zi. No. 111101026-1 China Merchants Bank Mortgagereement China Merchants Bank Nanjing Branch 1 Mortgagereement No.: Mortgagee: China Merchants Bank_________ (hereinafter referred to Party A) Main principal: Mortgagor (corporation or other organization): (hereinafter referred to Party B) Legal representative/main principal: Kang Yihua Mortgagor (natural person): (hereinafter referred to Party B)] [[2008]D.Zi. No. 111101026-2 China Merchants Bank Mortgagereement China Merchants Bank Nanjing Branch 1 Mortgagereement No.: Mortgagee: China Merchants Bank__________ (hereinafter referred to Party A) Main principal: Mortgagor (corporation or other organization): (hereinafter referred to Party B) Legal representative/main principal: Kang Huake Mortgagor (natural person): (hereinafter referred to Party B)] [SUBSIDIARIES Perfect Dream Limited, arporation established under the laws of the British Virgin Islands Goldenway Nanjing Garments aforeign-owned limited liabilitympany formed under the laws of the People's Republic of China Nanjingtch-Luck Garments a foreign-owned limited liabilitycompany formed under the laws of the Peoples Republic of China] [CONSENT OF REGISTERED INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Ever-glory International, Moore Stephens Wurth Frazer and Torbet, Walnut,lifornia March 31, 2009 v144402_ex23-1.htm 12 EX-23.1] [Section 302 of therbanes-Oxley Act of 2002 I, Edward Yihua Kang, certify that: 1. I have reviewed this annual report on Form 10-K of Ever-Glory International,; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [Section 302 of therbanes-Oxley Act of 2002 I, Yan Guo, certify that: 1. I have reviewed this annual report on Form 10-K ofEver-Glory International,; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [OF THERBANES-OXLEY ACT OF 2002 (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Edward Yihua Kang Chief Executive Officer v144402_ex32-1.htm 15 EX-32.1] [OF THERBANES-OXLEY ACT OF 2002 (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Yan Guo Chief Finance Officer (Principal Finance Officer) v144402_ex32-2.htm 16 EX-32.2]