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[] [[Letterhead of Maples and Calder] Our ref VZL\620840\4061277v1 Perfect World Co., Ltd. 8th Floor, Huakong Building No. 1 Shangdi East Road Haidian District Beijing 100085 Peoples Republic of China 13 September 2010 Dear Sirs Perfect World Co., Ltd. Company Registration Statement Shares Plan We have examined the Registration Statement on Form S-8 to be filed by Perfect World Co., Ltd.,] [[Letterhead of PricewaterhouseCoopers Zhong Tian CPAs Limited Company] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 14, 2010 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Perfect World Co., Ltd.s Annual]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1)(2) Proposedmaximum Amountof Ordinary Shares, par value $0.0001 per share (3) $100,000,000 $7,130.00 (4) (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Amendment No.5 to Registration Statement No.333-164307 of our reportted August18, 2010 relating to thensolidated financial statements and financial statementhedule ofqo New Energyrp., which report expresses an unqualified opinion on thensolidated financial statements and financial statementhedule andludes an explanatory paragraph to theoption of]
[EXECUTION COPY SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Securities Purchase Agreement (this Securities Act NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: ARTICLE I. DEFINITIONS 1.1 Definitions Acquiring Person] [EXECUTION COPY MAKE GOOD ESCROW AGREEMENT "Make Good Agreement" "Company" Purchaser "Purchasers" Make Good Pledgor "Escrow Agent" This Make Good Escrow Agreement (the "Securities Purchase Agreement" "Offering" Common Stock WHEREAS, the Company and the Purchasers have entered into that certain Securities Purchase Agreement, dated September 9, 2010 (the WHEREAS, all capitalized terms used but not defined herein which are defined] [EXECUTION COPY REGISTRATION RIGHTS AGREEMENT "Agreement" "Company" "Purchasers" This Registration Rights Agreement (this "Purchase Agreement" This Agreement is made in connection with the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers party thereto (the The Company and Purchasers hereby agree as follows: 1. Definitions 2010 Delivery Date 2011 Delivery Date 2012 Delivery Date] [EXECUTIVE COPY STOCKHOLDER AGREEMENT Agreement Corporation Stockholder Purchaser Purchasers STOCKHOLDER AGREEMENT, dated as of September 9, 2010 (this BACKGROUND Purchase Agreement NOW, THEREFORE, 1. Definitions For the purposes of this Agreement, the terms listed below shall be defined as follows: Offered Stock means the shares of Stock that are the subject of a proposed Transfer described in this Agreement.] [American Lorain Announces $9.6 Million Private Placement to Support JUNAN COUNTY, China, September 13 -- American Lorain Corporation, an international processed foods company based in Shandong Province, Peoples Republic of China, announced today that it sold 3,440,800 shares of its Common Stock to Tongley Investment Ltd. and several accredited investors in a private placement transaction, at a price of $2.80] [FORM 8-K CURRENT REPORT September 9, 2010 Date of report (Date of earliest event reported) AMERICAN LORAIN CORPORATION Nevada 001-34449 87-0430320 (State or other jurisdiction of (I.R.S. employer incorporation) identification no.) Beihuan Road (86) 539-7318818 Item 1.01 Entry Into a Material Definitive Agreement Securities Purchase Agreement In connection with this transaction, the Company was obligated to pay Rodman & Renshaw,]