CSUN [China Sunergy] 20-F: FORM 20-F (Mark One) o or x For

[FORM 20-F (Mark One) o or x For the fiscal year ended December 31, 2009. or o For the transition period from or o Date of event requiring this shell company report CHINA SUNERGY CO., LTD. N/A Cayman Islands (Jurisdiction of incorporation or organization) No. 123 Focheng West Road Jiangning Economic & Technical Development Zone Nanjing, Jiangsu 211100, People’s Republic] [EMPLOYMENT AGREEMENT BETWEEN CHINA SUNERGY CO., LTD. AND _________________ Dated ____________ OFFSHORE EMPLOYMENT AGREEMENT Agreement Company" Executive Effective Date THIS EMPLOYMENT AGREEMENT (this " WHEREAS, the Company desires to employ Executive and to enter into an agreement embodying the terms of such employment on and after the Effective Date; and WHEREAS, Executive desires and is willing to enter into such] [Purchase Contract Contract No.: CG120090273/CSMI090606 CEEG (Nanjing) Semiconductor Material Co., Ltd. The Seller: Signing Place: Nanjing China Sunergy (Nanjing) Co., Ltd. The Buyer: the C ontract Law of the People ’ s Republic of China Through amicable consultation and in accordance with 1. Product name, specification, type, quantity and price: From July 2009 to December 2009, the Seller shall sell] [Sales Contract Contract No.: CG120090274/CSMI090606 China Sunergy (Nanjing) Co., Ltd. The Seller: Signing Place: Nanjing CEEG (Nanjing) Semiconductor Material Co., Ltd. The Buyer: the C ontract Law of the People ’ s Republic of China Through amicable consultation and in accordance with 1. Product name, specification, type, quantity and price are as follows: The Seller shall sell to the Buyer] [Sales Contract Contract No.: XS120090171 Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Nanjing Contact person: Jianhua Zou Contact person: Xulu Xia Tel.: 025-52766609 Tel.:] [Sales Contract Contract No.: XS120090388 Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Nanjing Contact person: Jianhua Zou Contact person: Qiang Tao Tel.: 025-52766609 Tel.:] [Sales Contract Contract No.: XS120090449 Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Jiangning, Nanjing Technology Development Zone, Nanjing Contact person: Jianhua Zou Contact person: Qiang Tao Tel.: 025-52766609 Tel.:] [Form of Sales Contract Column A Contract No.: Signing Place: Jiangning District, Nanjing Column B The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Jiangning, Nanjing Technology Development Zone, Nanjing Postal code: 211100 Postal code: 211100] [Form of Sales Contract Column A Contract No.: Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Jiangning, Nanjing Technology Development Zone, Nanjing Contact person: Jianhua Zou Contact person: Qiang Tao] [Contract No.: QT220090217 EPC Contract For Multiple BIPV Photovoltaic Grid-Connected System Demonstration Project of CEEG Nanjing Science and Technology Park China Sunergy (Nanjing) Co. Ltd. Party A: CEEG (Nanjing) Solar Research Institute Co., Ltd. Party B: 1 Table of Contents 1. Contract contents 3 2. Total contract price 3 3. Payment method 4 4. Project equipment and system requirements 4] [Supplementary Agreement Contract no.: CG120090181 Jiangning, Nanjing Place of signing: May 25, 2009 Date of signing: Party A: Jiangxi Jingde Semiconductor New Party B: China Sunergy (Nanjing) Co., Ltd. Materials Co., Ltd. Address: Jiangxi Jingde New Address: No. 123, Focheng West Road, Nanjing High-tech Industrial Park Jiangning Economy & Technology Development Zone Legal representative: Zhengfei Gao Legal representative: Tingxiu Lu] [Long-term Sales Contract Contract No.: XS120090004C04 Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Address: No. 123 West Focheng Road, Jiangning Economy and Technology Development Zone, Nanjing Address: No. 68 West Gangde Road, Songjiang District, Shanghai Postal code: 211100 Postal code: Legal representative: Tingxiu Lu Legal] [Sales Contract Contract No.: XS120090076 Signing Place: the Seller’s location The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No. 68 West Gangde Road, Songjiang District, Shanghai Postal code: 211100 Postal code: 214128 Contact person: Jianhua Zou Contact] [Module Processing Contract Contract No.: XS320090076W21 Signed at: Party A’s place Signed on: June 12, 2009 Party A: China Sunergy (Nanjing) Co. Ltd. Party B: CEEG (Shanghai) Solar Science & Address: No. 123 Focheng West Road, Technology Co., Ltd. Jiangning Economic & Technological Address: No. 68 Gangde West Road, Songjiang Development Zone, Nanjing District, Shanghai Postal Code: 211100 Postal Code:] [Sales Contract Contract No.: TM220090004 Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Address: No. 123, West Focheng Road, Economy and Address: No. 68 West Gangde Road, Songjiang Technology Development Zone, Jiangning, Nanjing District, Shanghai Postal code: 211100 Postal code: 201616 Legal representative: Tingxiu Lu Legal] [Form of Sales Contract Column A Contract No.: Signing Place: Jiangning District, Nanjing Column B The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No. 68 West Gangde Road, Songjiang District, Shanghai Contact person: Jianhua Zou Contact person: Qiang Tao Tel.:] [Form of Sales Contract Column A Contract No.: Signing Place: Jiangning District, Nanjing The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No. 68 West Gangde Road, Songjiang District, Shanghai Contact person: Jianhua Zou Contact person: Qiang Tao] [Form of Sales Contract Column A Contract No.: Signing Place: Jiangning District, Nanjing Column B The Seller: China Sunergy (Nanjing) Co., Ltd. The Buyer: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No. 68 West Gangde Road, Songjiang District, Shanghai Contact person: Jianhua Zou Contact person:] [Security Agreement Contract No.: QT220100054 Signing Place: Jiangning District, Nanjing Party A: China Electric Equipment Group Co., Ltd. Party B: China Sunergy (Nanjing) Co., Ltd. Through friendly negotiation, Party A agrees to provide security for Party B’s bank credit loans. The security shall have a term from May 17, 2010 to May 31, 2011 and the total secured amount shall] [Contract Contract No.: XS320090016 Signing Place: Jiangning District, Nanjing Party A: China Sunergy (Nanjing) Co., Ltd. Party B: CEEG (Nanjing) New Energy Co., Ltd. Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No.6 Shuige Road, Jiangning Economy and Technology Development Zone, Nanjing Postal code: 211100 Postal code: 211100 Contact person: Jianhua Zou Contact person:] [Contract Contract No.: XS320090138 Signing Place: Jiangning District, Nanjing Party A: China Sunergy (Nanjing) Co., Ltd. Party B: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing Address: No. 68 West Gangde Road, Songjiang District, Shanghai Postal code: 211100 Postal code: 214128 Contact person: Jianhua Zou Contact person:] [Supplementary Agreement Contract No.: TM220090003 Signing Place: Jiangning District, Nanjing Through amicable consultation, the parties hereof agreed to make the below modifications to the relevant provisions in the following sales contracts and their supplementary agreement (contract No.: XS120080288, XS120080298 and XS120080322): 1. Goods content Subject Specification and parameter Quantity Unit Unit price (USD/W) exclude 17% value added-tax (VAT) Amount (USD)] [SUPPLEMENTARY AGREEMENT No. TM220090007 “Party A” “Party B” “Party C” This Agreement is hereby entered into by and between China Sunergy (Nanjing) Co.Ltd., a China business, with its principal place of business at NO.123, FoCheng West Road, Jiangning Economic & Technical Development Zone, Nanjing 211000, China ( NOW, THEREFORE, BE IT RESOLVED Party B Party A Party A Party B] [China Electric Equipment Group Co., Ltd. Sundex Holdings Limited and China Sunergy (Nanjing) Co., Ltd. Share Transfer Agreement of CEEG(Nanjing) New Energy Co., Ltd. March 15, 2010 Table of Contents Article 1 Definitions and Interpretations 2 Article 2 Share Transfer 4 Article 3 Share Transfer Purchase Price and Payment 5 Article 4 Conditions Precedent to the Second Batch Price Payment] [China Electric Equipment Group Co., Ltd. Sundex Holdings Limited and China Sunergy (Nanjing) Co., Ltd. Share Transfer Agreement of CEEG (Shanghai) Solar Science & Technology Co., Ltd. March 15, 2010 Table of Contents Article 1 Definitions and Interpretations 2 Article 2 Share Transfer 4 Article 3 Share Transfer Purchase Price and Payment 4 Article 4 Conditions Precedent to the Second] [Certification by the Chief Executive Officer I, Stephen Zhifang Cai, certify that: 1. I have reviewed this annual report on Form 20-F of China Sunergy Co., Ltd. (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] [Certification by the Chief Financial Officer I, Siegfried Yi Chou Hsu, certify that: 1. I have reviewed this annual report on Form 20-F of China Sunergy Co., Ltd. (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,] [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. 10 Stephen Zhifang Cai Chief Executive Officer EX-13.1 29 v186350_ex13-1.htm] [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. Siegfried Yi Chou Hsu Chief Financial Officer EX-13.2 30 v186350_ex13-2.htm] [28 May 2010 Matter No.:871778 Doc Ref: AL/yc/327782 China Sunergy Co., Ltd. No. 123, Fochengxilu Nanjing Jiangning Economic & Technical Development Zone Nanjing Jiangsu 211100 People’s Republic of China (852) 2842 9595 Andrew.Lee@conyersdill.com Dear Sirs, China Sunergy Co., Ltd. (the “Company”) Annual Report on Form 20-F Yours faithfully, Conyers Dill & Pearman EX-15.1 31 v186350_ex15-1.htm] [Consent of Jun He Law offices, PRC Counsel May 28, 2010 CHINA SUNERGY CO., LTD. No. 123 Focheng West Road Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, People’s Republic of China Dear Sir or Madam: We hereby consent to the references to us by CHINA SUNERGY CO., LTD. (“the Company”) under the heading “Risks Related to Doing Business] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-148125 on Form S-8 and in Registration Statement No. 333-151518 on Form F-3 of our reports dated May 28, 2010, relating to the consolidated financial statements and financial statement schedule of China Sunergy Co., Ltd.(the "Company") and subsidiaries (collectively referred to as]

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JRJC [China Finance Online] 20-F: (Original Filing)

[] [AMENDED RESTRICTED STOCK ISSUANCE AND ALLOCATION AGREEMENT Agreement BVI Company A BVI Company B China Finance THIS AMENDED RESTRICTED STOCK ISSUANCE AND ALLOCATION AGREEMENT (this “ R E C I T A L S Grant Agreement A. China Finance, BVI Company A, BVI Company B, and Zhiwei Zhao entered into the Restricted Stock Issuance and Allocation Agreement on July 2,] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among WEI XIONG and ZHIWEI ZHAO and BEIJING CFO PREMIUM TECHNOLOGY CO., LTD. JUNE, 2009 The framework agreement is entered into as of the date of June 1, 2009 in Beijing, People’s Republic of China (the “PRC”) by and among the following parties: Party A: Wei Xiong Party] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. ZHIWEI ZHAO JUN WANG and BEIJING CFO PREMIUM TECHNOLOGY CO., LTD. JUNE 2009 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. THE GRANT AND EXERCISE OF PURCHASE OPTION 4 ARTICLE 3. EXERCISE PRICE 4 5 ARTICLE 5. OTHER COVENANTS 5 ARTICLE 6.] [[Translated from the original Chinese version] SHARE PLEDGE CONTRACT This Share Pledge Contract (this “Contract”) is executed by and among the following parties on June 2, 2009. Pledgor A: Zhiwei Zhao Pledgor B: Jun Wang Pledgee: Fortune Software (Beijing) Co., Ltd. Unless otherwise provided hereunder, Pledgor A and Pledgor B shall hereinafter be referred to collectively as the “Pledgors”. WHEREAS:] [[Translated from the original Chinese version] OPERATION AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. FEBRUARY, 2009 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 3 4 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 4 4 ARTICLE 6. CONFIDENTIALITY 4 5 ARTICLE 8. DISPUTE RESOLUTION 5 ARTICLE 9. EFFECTIVENESS] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. FEBRUARY, 2009 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 3 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT 4 ARTICLE 7.] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. and FORTUNE SOFTWARE (BEIJING) CO., LTD. FEBRUARY, 2009 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT] [Framework Agreement [Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among YANG YANG and ZHIWEI ZHAO and GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. OCTOBER, 2009 Framework Agreement The framework agreement is entered into as of the date of October 15, 2009 in Beijing, People’s Republic of China (the “PRC”) by and among the following parties: Party] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. ZHIWEI ZHAO JUN WANG and GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. OCTOBER 2009 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. THE GRANT AND EXERCISE OF PURCHASE OPTION 4 ARTICLE 3. EXERCISE PRICE 4 5 ARTICLE 5. OTHER COVENANTS 5 ARTICLE 6.] [[Translated from the original Chinese version] LOAN AGREEMENT The Loan Agreement (the “Agreement”) is entered into as of August 3rd, 2009 among the following parties in Beijing, the People’s Republic of China (the “PRC”): LENDER: Fortune (Beijing) Success Technology Co., Ltd. BORROWER A: LIN YANG BORROWER B: SHAOMING SHI Borrower A and Borrower B are collectively referred to as the] [[Translated from the original Chinese version] SHARE PLEDGE AGREEMENT rd This Share Pledge Agreement (this “Agreement”) is executed by and among the following parties on August 3 Pledgor A: Lin Yang Pledgor B: Shaoming Shi Pledgee: Fortune (Beijing) Success Technology Co., Ltd. Unless otherwise provided hereunder, Pledgor A and Pledgor B shall hereinafter be referred to collectively as the “Pledgors”.] [[Translated from the original Chinese version] PURCHASE OPTION AND COOPERATION AGREEMENT among Fortune (Beijing) Success Technology Co., Ltd. LIN YANG SHAOMING SHI and Shenzhen Shangtong Software Co., Ltd. August 3rd, 2009 BEIJING, CHINA PURCHASE OPTION AND COOPERATION AGREEMENT rd This Purchase Option and Cooperation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on August] [[Translated from the original Chinese version] OPERATION AGREEMENT between FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. and SHENZHEN SHANGTONG SOFTWARE CO., LTD. rd August 3 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 3 4 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 4 4 ARTICLE 6. CONFIDENTIALITY 4 5 ARTICLE 8. DISPUTE RESOLUTION 5 ARTICLE 9.] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT between FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. and SHENZHEN SHANGTONG SOFTWARE CO., LTD. rd August 3 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between SHENZHEN SHANGTONG SOFTWARE CO., LTD. and FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. rd August 3 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF] [[Translated from the original Chinese version] LOAN AGREEMENT The Loan Agreement (the “Agreement”) is entered into as of November 20, 2009 among the following parties in Beijing, the People’s Republic of China (the “PRC”): LENDER: GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. BORROWER A: LIN YANG BORROWER B: YANG YANG Borrower A and Borrower B are collectively referred to as the] [[Translated from the original Chinese version] SHARE PLEDGE AGREEMENT This Share Pledge Agreement (this “Agreement”) is executed by and among the following parties on November 20, 2009. Pledgor A: Lin YANG Pledgor B: Yang YANG Pledgee: Guangzhou Boxin Investment Advisory Co., Ltd. Unless otherwise provided hereunder, Pledgor A and Pledgor B shall hereinafter be referred to collectively as the “Pledgors”.] [[Translated from the original Chinese version] PURCHASE OPTION AND COOPERATION AGREEMENT among GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. LIN YANG YANG YANG and FORTUNE (BEIJING) QICHENG TECHNOLOGY CO., LTD. NOVEMBER 20, 2009 BEIJING, CHINA PURCHASE OPTION AND COOPERATION AGREEMENT This Purchase Option and Cooperation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on November] [[Translated from the original Chinese version] OPERATION AGREEMENT between GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. and FORTUNE (BEIJING) QICHENG TECHNOLOGY CO., LTD. NOVEMBER, 2009 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 3 4 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 4 4 ARTICLE 6. CONFIDENTIALITY 4 5 ARTICLE 8. DISPUTE RESOLUTION 5 ARTICLE 9.] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT between GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. and FORTUNE (BEIJING) QICHENG TECHNOLOGY CO., LTD. NOVEMBER, 2009 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 3 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. and FORTUNE (BEIJING) QICHENG TECHNOLOGY CO., LTD. NOVEMBER, 2009 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF] [[Translated from the original Chinese version] LOAN AGREEMENT The Loan Agreement (the “Agreement”) is entered into as of November 25, 2009 among the following parties in Beijing, the People’s Republic of China (the “PRC”): LENDER: GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. BORROWER B: YANG YANG BORROWER A: LIN YANG Borrower A and Borrower B are collectively referred to as the] [[Translated from the original Chinese version] This Share Pledge Agreement (this “Agreement”) is executed by and among the following parties on November 25, 2009. Pledgor B: Yang YANG Pledgor A: Lin YANG Pledgee: Guangzhou Boxin Investment Advisory Co., Ltd. Unless otherwise provided hereunder, Pledgor A and Pledgor B shall hereinafter be referred to collectively as the “Pledgors”. WHEREAS: 1. Lin] [[Translated from the original Chinese version] PURCHASE OPTION AND COOPERATION AGREEMENT among GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. YANG YANG LIN YANG and FORTUNE (BEIJING) YINGCHUANG TECHNOLOGY CO., LTD. NOVEMBER 25, 2009 BEIJING, CHINA PURCHASE OPTION AND COOPERATION AGREEMENT This Purchase Option and Cooperation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on November] [[Translated from the original Chinese version] OPERATION AGREEMENT between GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. and FORTUNE (BEIJING) YINGCHUANG TECHNOLOGY CO., LTD. NOVEMBER, 2009 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 3 4 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 4 4 ARTICLE 6. CONFIDENTIALITY 4 5 ARTICLE 8. DISPUTE RESOLUTION 5 ARTICLE 9.] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT between GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. and FORTUNE (BEIJING) YINGCHUANG TECHNOLOGY CO., LTD. NOVEMBER, 2009 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 3 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between FORTUNE (BEIJING) YINGCHUANG TECHNOLOGY CO., LTD. and GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. NOVEMBER, 2009 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF] [[Translated from the original Chinese version] LOAN AGREEMENT The Loan Agreement (the “Agreement”) is entered into as of November 30th, 2009 among the following parties in Beijing, the People’s Republic of China (the “PRC”): LENDER: Guangzhou Boxin Investment Advisory Co., Ltd. BORROWER A: RAN YUAN BORROWER B: ZHIHONG WANG Borrower A and Borrower B are collectively referred to as the] [[Translated from the original Chinese version] SHARE PLEDGE AGREEMENT This Share Pledge Agreement (this “Agreement”) is executed by and among the following parties on November 25th, 2009. Pledgor A: Ran Yuan Pledgor B: Zhihong Wang Pledgee: Shanghai Chongzhi Co., Ltd. Unless otherwise provided hereunder, Pledgor A and Pledgor B shall hereinafter be referred to collectively as the “Pledgors”. WHEREAS: 1.] [[Translated from the original Chinese version] PURCHASE OPTION AND COOPERATION AGREEMENT among SHANGHAI CHONGZHI CO., LTD. RAN YUAN ZHIHONG WANG and SHANGHAI DECHENG INFORMATION&TECHNOLOGY CO., LTD. th November 30 BEIJING, CHINA PURCHASE OPTION AND COOPERATION AGREEMENT th This Purchase Option and Cooperation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on November 30 Party] [[Translated from the original Chinese version] OPERATION AGREEMENT between SHANGHAI CHONGZHI CO., LTD. and SHANGHAI DECHENG INFORMATION&TECHNOLOGY CO., LTD. November, 2009 BEIJING, CHINA OPERATION AGREEMENT This Operation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on November 30th, 2009 between: Party A: Shanghai Chongzhi Co., Ltd. Party B: Shanghai Decheng Information & Technology Co.,] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT between SHANGHAI CHONGZHI CO., LTD. and SHANGHAI DECHENG INFORMATION&TECHNOLOGY CO., LTD. November, 2009 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 3 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT 4 ARTICLE 7.] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between SHANGHAI DECHENG INFORMATION&TECHNOLOGY CO., LTD. and SHANGHAI CHONGZHI CO., LTD. November, 2009 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT 4 ARTICLE] [No.: ZQB09IN003 License No.: Shangzhengxinxu 09Z03 [Translated from the original Chinese version] Party A: SSE INFONET LTD. Party B: Fortune Software (Beijing) Co. Ltd. Whereas: 1. Definition 1. 2. 3. “SSE Level-2 Quotations” means the securities trading quotations information including relevant content and index in addition to real time quotations of SSE. The right to interpret the definition belongs to] [[Translated from the original Chinese version] PROPRIETARY INFORMATION LICENSE Agreement No: SZ10SWJ04-09 License No: Shenzhengxu 10SWJ04-09 PARTY A: SHENZHEN SECURITIES INFORMATION CO., LTD. ADDRESS: F6, BUILDING 10, SHANGBU INDUSTRIAL ZONE, HONGLIXI ROAD, SHENZHEN POSTAL CODE: 518028 NAME IN ENGLISH: SHENZHEN SECURITIES INFORMATION CO., LTD. PARTY B: FORTUNE SOFTWARE (BEIJING) CO., LTD. ADDRESS: FLOOR 9, TOWER C, CORPORATE SQUARE, NO. 35] [[Translated from the original Chinese version] SECURITIES INFORMATION LICENSE CONTRACT Contract No:XQB06II028 Party B: Fortune Software (Beijing) Co., Ltd. Whereas: Upon friendly negotiation, Party A and Party B agree upon Party A’s grant to Party B a license to operate securities information of SSE and enter into this Contract with respect thereto. SECTION 1 DEFINITION OF RELEVANT TERMS USED IN] [[Translated from the original Chinese version] QUOTATIONS (WEB BASED PLUS VERSION) LICENSE AGREEMENT PARTY B: FORTUNE SOFTWARE (BEIJING) CO., LTD. 1. Party B acknowledges that the Plus Information belongs to Party A, and it shall actively safeguard Party A’s legal rights and interests in its operational activities. 2. Party A shall, using its best efforts, procure the completeness, timeliness and] [BASIC MARKET PRICES AGREEMENT AN AGREEMENT th BETWEEN:- (1) HKEx INFORMATION SERVICES LIMITED (“HKEx-IS”) (2) (the “Company”) The person whose name and address is set out in Schedule 1 hereto WHEREAS:- (A) (B) It has been agreed that HKEx-IS will grant to the Company a non-exclusive licence to use the Basic Information, for the period and upon the terms and] [[Translated from the original Chinese version] CHINA FINANCIAL FUTURES EXCHANGE FUTURES INFORMATION LICENSE AGREEMENT PARTY A: CHINA FINANCIAL FUTURES EXCHANGE ADDRESS: F6, NO. 1600 CENTURY AVENUE, PUDONG NEW AREA, SHANGHAI POSTAL CODE: 200122 PARTY B: FORTUNE SOFTWARE (BEIJING) CO., LTD ADDRESS: RM. 623, AEROSPACE CPMIEC BUILDING NO. 30, HAI DIAN SOUTH ROAD, HAIDIAN DISTRICT, BEIJING POSTAL CODE: 100032 Whereas: 1.] [[Translated from the original Chinese version] LEASE CONTRACT Contract NO.:0734 Lessor: China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building Lessee: Fortune (Beijing) Wisdom Technology Co., Ltd. Property: Room 619, 6th Floor Beijing Aerospace CPMIEC Building th , 2009 LEASE CONTRACT Lessor: China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building (hereinafter referred to as “Party A”) Responsible] [[Translated from the original Chinese version] LEASE CONTRACT Contract NO.:0733 Lessor: China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building Lessee: Fortune (Beijing) Wisdom Technology Co., Ltd. Property: Room 621, 6th Floor Beijing Aerospace CPMIEC Building th , 2009 LEASE CONTRACT Lessor: China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building (hereinafter referred to as “Party A”) Responsible] [[Translated from the original Chinese version] LEASE CONTRACT Contract NO.:0732 Lessor: China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building Lessee: Fortune (Beijing) Wisdom Technology Co., Ltd. Property: Room 622, 6th Floor Beijing Aerospace CPMIEC Building th , 2009 LEASE CONTRACT Lessor: China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building (hereinafter referred to as “Party A”) Responsible] [[Translated from the original Chinese version] LEASE CONTRACT Contract NO.:0731 Lessor: China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building Lessee: Fortune (Beijing) Success Technology Co., Ltd. Property: Room 623, 6th Floor Beijing Aerospace CPMIEC Building th , 2009 LEASE CONTRACT Lessor: China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building (hereinafter referred to as “Party A”) Responsible] [[Translated from the original Chinese version] LEASE CONTRACT Contract NO.:0735 Lessor: China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building Lessee: Fortune Software (Beijing) Co., Ltd. Property: Room 626, 6th Floor Beijing Aerospace CPMIEC Building th , 2009 LEASE CONTRACT Lessor: China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building (hereinafter referred to as “Party A”) Responsible Person:] [[Translated from the original Chinese version] LEASE CONTRACT Lessor (hereinafter referred to as “Party A”): Beijing Jintai Hengye Co., Ltd. House Lease Branch © Lessee (hereinafter referred to as “Party B”): Fortune£¨Beijing£ Both Parties entered into this contract (the “Contract”) with respect to Party B’s lease of Jintai Tower located at No.1 Xibahe South Road Chaoyang District Beijing China (hereinafter] [[Translated from the original Chinese version] Suntrans Office Building Lease Contract Contract Serial No.(2009)[ Lessor (Party A): Beijing Suntrans Real Estate Development Co. Ltd. Lessee (Party B): Beijing Chuangying Advisory and Investment Co., Ltd. Execution Venue: Floor 16 West Wing of No. One Suntrans Office Building th April 2009 Contract Law of the People’s Republic of China Municipal City House] [[Translated from the original Chinese version] Suntrans Office Building Lease Contract Contract Serial No.(2009)[ Lessor (Party A): Beijing Suntrans Real Estate Development Co. Ltd. Lessee (Party B): Fortune (Beijing) Yingchuang Technology Co., Ltd. Execution Venue: Floor 16 West Wing of No. One Suntrans Office Building th April 2009 Contract Law of the People’s Republic of China Municipal City House Lease] [[Translated from the original Chinese version] Suntrans Office Building Lease Contract Contract Serial No.(2009)[ ] Lessor (Party A): Beijing Suntrans Real Estate Development Co. Ltd. Lessee (Party B) : Fortune (Beijing) Qicheng Technology Co., Ltd. Contacting Tel No. Execution Venue: Floor 16 West Wing of No. One Suntrans Office Building th April 2009 Contract Law of the People’s Republic of] [[Translated from the original Chinese version] Suntrans Office Building Lease Contract Contract Serial No.(2009)[ Lessor (Party A): Beijing Suntrans Real Estate Development Co. Ltd. Lessee (Party B): Fortune (Beijing) Wisdom Technology Co., Ltd Execution Venue: Floor 16 West Wing of No. One Suntrans Office Building th April 2009 Contract Law of the People’s Republic of China Municipal City House Lease] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among SHAOLIN SHI and JUANJUAN WANG and SHANGHAI SHANGTONG CO., LIMITED JANUARY, 2010 The framework agreement is entered into as of the date of January 5, 2010 in Beijing, People’s Republic of China (the “PRC”) by and among the following parties: Party A: Lin Yang Party B: Shaoming] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. JUANJUAN WANG MINHUA WANG and SHANGHAI SHANGTONG CO., LIMITED JANUARY 5, 2010 BEIJING, CHINA PURCHASE OPTION AGREEMENT This Purchase Option Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on January 5, 2010 by and among: Party A: Fortune Software] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION AGREEMENT among ZHENFEI FAN and ZHENGYAN WU and SHANGHAI CHONGZHI CO., LTD. JANUARY 8, 2010 The framework agreement is entered into as of the date of January 8, 2010 in Beijing, People’s Republic of China (the “PRC”) by and among the following parties: Party A: Zhenfei Fan Party] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION AGREEMENT among ZHENFEI FAN and ZHENGYAN WU and SHANGHAI CHONGZHI CO., LTD. JANUARY 8, 2010 The framework agreement is entered into as of the date of January 8, 2010 in Beijing, People’s Republic of China (the “PRC”) by and among the following parties: Party A: Zhenfei Fan Party] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. ZHENGYAN WU XUN ZHAO and SHANGHAI CHONGZHI CO., LTD. JANUARY 8, 2010 BEIJING, CHINA PURCHASE OPTION AGREEMENT This Purchase Option Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on January 8, 2010 by and among: Party A: Fortune Software] [[Translated from the original Chinese version] SHARE PLEDGE CONTRACT This Share Pledge Contract (this “Contract”) is executed by and among the following parties on January 8, 2010. Pledgor A: Zhengyan Wu Pledgor B: Xun Zhao Pledgee: Fortune Software (Beijing) Co., Ltd. Unless otherwise provided hereunder, Pledgor A and Pledgor B shall hereinafter be referred to collectively as the “Pledgors”. WHEREAS:] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among SHAOLIN SHI and DONGMEI WANG and ZHONGCHENG FUTONG CO., LTD. JANUARY, 2010 The framework agreement is entered into as of the date of January 5, 2010 in Beijing, People’s Republic of China (the “PRC”) by and among the following parties: Party A: Lin Yang Party B: Shaoming] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. DONGMEI WANG WEI CUI and ZHONGCHENG FUTONG CO., LTD. JANUARY 5, 2010 BEIJING, CHINA PURCHASE OPTION AGREEMENT This Purchase Option Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on January 5, 2010 by and among: Party A: Fortune Software] [[Translated from the original Chinese version] SHARE PLEDGE CONTRACT This Share Pledge Contract (this “Contract”) is executed by and among the following parties on January 5, 2010. Pledgor A: Dongmei Wang Pledgor B: Wei Cui Pledgee: Fortune Software (Beijing) Co., Ltd. Unless otherwise provided hereunder, Pledgor A and Pledgor B shall hereinafter be referred to collectively as the “Pledgors”. WHEREAS:] [[Translated from the original Chinese version] SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT between SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. and SHENZHEN GENIUS INFORMATION TECHNOLOGY CO., LTD. OCTOBER 2009 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT 3 ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE 4 4] [[Translated from the original Chinese version] SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT between SHANGHAI SECURITIES CONSULTING CO., LTD. and SHENZHEN GENIUS INFORMATION TECHNOLOGY CO., LTD. JANUARY 2010 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT 3 ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY] [[Translated from the original Chinese version] SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT between BEIJING CHUANGYING ADVISORY AND INVESTMENT CO., LTD. and BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD. JANUARY 2010 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT 3 ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE 4 4] [[Translated from the original Chinese version] ENTRUSTED LOAN CONTRACT Hua Xia Bank Co., Ltd. ENTRUSTED LOAN CONTRACT Contract No.: YYB291072090002 Party A (Trustor): Fortune (Beijing) Success Technology Co., Ltd. Post Code: 100080 Legal Representative: Jun Wang Tel: 58325305 Fax: 58325300 Primary Account Bank: China Construction Bank Fuxing Sub-branch Party B (Lender) (Trustee): Hua Xia Bank Co. Ltd. Beijing Zizhuqiao Sub-branch] [PERCENTAGE COUNTRY OF OWNERSHIP NAME INCORPORATION INTEREST Subsidiaries: China Finance Online (Beijing) Co., Ltd. PRC 100 % Fortune Software (Beijing) Co., Ltd. PRC 100 % Fortune (Beijing) Wisdom Technology Co., Ltd. PRC 100 % Fortune (Beijing) Success Technology Co., Ltd. PRC 100 % Shenzhen Genius Information Technology Co., Ltd. PRC 100 % Jujin Software (Shenzhen) Co., Ltd. PRC 100 %] [CERTIFICATION I, Zhao Zhiwei, certify that: 1. I have reviewed this annual report on Form 20-F of China Finance Online Co. 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] [CERTIFICATION I, Jeff Wang, certify that: 1. I have reviewed this annual report on Form 20-F of China Finance Online Co. 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] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zhao Zhiwei Chief Executive Officer] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jeff Wang Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-139192 on Form S-8/A and Registration Statements No. 333-157670, No. 333-139192 and No 333-123802 on Form S-8 of our reports dated May 28, 2010, relating to the consolidated financial statements and financial statement schedule of China Finance Online Co. Limited and] [American Appraisal China Limited Tel +852 2511 5200 / Fax +852 2511 9626 The Directors, Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED Valuation / Transaction Consulting / Real Estate Advisory / Fixed Asset Management]

By | 2016-03-19T20:15:12+00:00 May 28th, 2010|Categories: Chinese Stocks, JRJC, SEC Original|Tags: , , , , , |0 Comments
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AMCN [AIRMEDIA] 20-F: (Original Filing)

[] [Supplementary Agreement No. 2 to the Call Option Agreement This Supplementary Agreement (this “Agreement”) is made by and among the following parties in Beijing on May 27, 2010: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Xu Qing Party C: Beijing AirMedia UC Advertising Co., Ltd. WHEREAS (1) Party A, Party B, Party C and Wang Zhenyu] [Supplementary Agreement No. 2 to the Equity Pledge Agreement This Supplementary Agreement (this “Agreement”) is made by and among the following parties in Beijing on May 27, 2010: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Xu Qing Party C: Beijing AirMedia UC Advertising Co., Ltd. WHEREAS (1) Parties A, Party B and Wang Zhenyu have entered] [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.] [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 were] [Certification by the Principal Financial Officer I, Xiaoya Zhang, 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Herman Man Guo Chief Executive Officer] [Certification by the Principal 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. Xiaoya Zhang President and Interim Chief Financial 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 28, 2010, relating to the consolidated financial statements and financial statement schedule of AirMedia Group Inc., its subsidiaries, its variable interest entities (the “VIE”) and] [[Letterhead of Commerce & Finance Law Offices] May 28, 2010 AirMedia Group Inc. Dear Sirs, Sincerely Yours, Commerce & Finance Law Offices] [Our ref BNM\629535\3234498v2 May 28, 2010 Dear Sirs AirMedia Group Inc. Yours faithfully Maples and Calder]

By | 2016-03-23T01:05:12+00:00 May 28th, 2010|Categories: AMCN, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
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