[] [THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. (adopted by Special Resolution passed on 29 September 2007 and 1. The name of the Company is Country Style Cooking Restaurant Chain Co., Ltd. 2. The Registered Office of the Company shall be] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED OF COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. (Adopted by a Special Resolution passed on 7 September 2010 and effective conditional and THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED OF COUNTRY STYLE COOKING] [Dated September 27, 2007 COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. SHAREHOLDERS’ AGREEMENT PAUL, HASTINGS, JANOFSKY & WALKER TABLE OF CONTENTS Definitions and Interpretation 1. 1 Financial Statements and Reports and Information and Inspection Rights 2. 7 Election of Directors; Management 3. 8 Right of Participation 4. 9 Right of First Refusal; Co-Sale Right 5. 11 6. 17 Demand Registration] [Our ref RDS\634532\4039142v3 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Country Style Cooking Restaurant Chain Co., Ltd. 7 September 2010 Dear Sirs Country Style Cooking Restaurant Chain Co., Ltd. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Country Style Cooking Restaurant Chain Co., Ltd. (the “ 1 Documents Reviewed For the purposes of this] [Country Style Cooking Restaurant Chain Co., Ltd. 18-1 Guojishangwu Center, 178 Zhonghua Road September 7, 2010 Dear Sirs: We are qualified lawyers of the People’s Republic of China (which, for the purposes of this opinion, excludes the Hong Kong and Macau Special Administrative Regions and Taiwan) (“PRC”) and are qualified to issue an opinion on the laws and regulations of] [COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. 2009 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Country Style Cooking Restaurant Chain Co., Ltd. 2009 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.] [INDEMNIFICATION AGREEMENT (FORM) Agreement Country Style Cooking Restaurant Chain Co., Ltd Indemnitee This Indemnification Agreement (“ RECITALS A. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. B. The Company] [EMPLOYMENT AGREEMENT (FORM) Agreement” Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions] [Place of Subsidiaries Incorporation 1) Country Style Cooking International Restaurant Chain Group Ltd. Hong Kong 2) CSC (China) Management Co., Ltd. PRC 3) Chongqing Xinghong Growing Rich Management Co., Ltd. PRC 4) Sichuan Country Style Cooking Restaurants Co., Ltd. PRC 5) Xi’an Country Style Cooking Restaurants Co., Ltd. PRC 6) Changsha Growing Rich Country Style Cooking Restaurants Co., Ltd. PRC] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM September 7, 2010 EX-23.1 11 h04215exv23w1.htm EX-23.1] [Country Style Cooking Restaurant Chain Co., Ltd Dear Mr. Rong, The Data reflects estimates of market conditions based on targeted interviews with product manufacturers, distributors, and retailers to obtain industry opinion and perspectives, and is prepared primarily as a marketing research tool for manufacturers and others in the industry. References to Euromonitor should not be considered as Euromonitor’s opinion as] [August 19, 2010 Country Style Cooking Restaurant Chain Co., Ltd. Ladies and Gentlemen: Sincerely yours, EX-23.6 13 h04215exv23w6.htm EX-23.6] [August 19, 2010 Country Style Cooking Restaurant Chain Co., Ltd. Ladies and Gentlemen: Sincerely yours, EX-23.7 14 h04215exv23w7.htm EX-23.7] [COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC •]