[FORM 8-K CURRENT REPORTte of report (Date of earliest event reported): October 27, 2010 BIOSTAR PHARMACEUTICALS, Maryland 001-34708 20- 8747899 (State or other jurisdiction oforporation or organization) (Commission File No.) (IRS Employer Identification No.) No. 588 Shiji Avenue Xianyang City, Shaanxi Province Peoples Republic of China 86-029-33686638 (Issuer Telephone Number)]
[CHINA GERUI ADVANCED MATERIALS GROUP LIMITED INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Contents Page(s) Consolidated Balance Sheets at June 30, 2010 (Unaudited) and December 31, 2009 1 Consolidated Statements of Income for the Three and Six Months Ended June 30, 2010 and 2009 (Unaudited) 2 Consolidated Statement of Changes in Stockholders' Equity for the Six Months Ended June 30, 2010 (Unaudited)] [The unaudited condensed interim consolidated financial The information contained in this Report is hereby incorporated by reference into the Company’s Registration Statement on Form F-3, File No. 333-167841. Description 99.1 Unaudited Condensed Interim Consolidated Financial 2]
[Registration No. 333-169839 PROSPECTUS 10,871,599 American Depositary Shares Le Gaga Holdings Limited Representing 543,579,950 Ordinary Shares This is the initial public offering of American depositary shares of Le Gaga Holdings Limited. Each ADS represents 50 of our ordinary shares. We are offering 9,200,000 ADSs, and the selling shareholders are offering an additional 1,671,599 ADSs. We have received approval for listing]
[FORM 8-K CURRENT REPORTte of report (Date of earliest event reported): October 27, 2010 BIOSTAR PHARMACEUTICALS, Maryland 001-34708 20- 8747899 (State or other jurisdiction oforporation or organization) (Commission File No.) (IRS Employer Identification No.) No. 588 Shiji Avenue Xianyang City, Shaanxi Province Peoples Republic of China 86-029-33686638 (Issuer Telephone Number)]
[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (2) Amount to (1) Proposed Maximum (1) (2) Proposed Maximum (3) Amount of Common stock, par value $0.001 per share] [DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 www.dlapiper.com T F October 29, 2010 Kingold Jewelry, Inc. 15 Huangpu Science and Technology Park Jiang’an District Wuhan, Hubei Province, PRC 430023 Re: ― Kingold Jewelry, Inc. Ladies and Gentlemen: Company Registration Statement Commission Shares Common Stock We have acted as counsel for Kingold Jewelry, Inc.,] [BEIJING │ SHANGHAI │ SHENZHEN │ HANGZHOU │ GUANGZHOU KUNMING │ TIANJIN │ CHENGDU │ NINGBO │ HONGKONG │ FUZHOU │ th 9 Tel: (+86)(10) 6589 0699 Fax: (+86)(10) 6517 6800 / 6801 October 29, 2010 To: Kingold Jewelry, Inc. No.15 Huangpu Science and Technology Park, Jiang'an District, Wuhan, Hubei Province, PRC 430023 Tel: 86 27 65660703 Rodman & Renshaw,] [SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ” ), dated as of December 22, 2009 by and among Active W orlds Corp , a U.S. public reporting company, (collectively with its predecessors, the “ Company ") Schedule I “Investor” “Investors” . BACKGROUND OTC Bulletin Board WHEREAS, ActiveWorlds Corp., is a U.S. public reporting company incorporated in Delaware] [AMENDMENT TO REGISTRATION RIGHTS AGREEMENT WHEREAS, the Registration Rights Agreement provides that it can be amended, modified or supplemented, and waivers or consents to departures from the provisions of the Registration Rights Agreement can be given by the Holders of no less than a majority in interest of the then outstanding Registrable Securities; WHEREAS, the Company has executed a non-binding] [MAKE GOOD ESCROW AGREEMENT “Company” Make Good Pledgor Schedule I “Investor” “Investors” Investor Agent “Escrow Agent” This Make Good Escrow Agreement, dated as of December 23, 2009 (the “Agreement”), is entered into by and among ActiveWorlds Corp., a U.S. public reporting company (the “ Securities Purchase Agreement” “ Offering” Escrow Shares WHEREAS, each of the Investors has entered into a] [Exclusive Management Consulting and Technical Support Agreement Agreement th This Exclusive Management Consulting and Technical Support Agreement (this Party A Party B WOFE In this Agreement, Party A and Party B collectively are referred to as “both parties” and each of them is referred to as “a party”. Whereas: Party A Kingold Jewelry 1. Wuhan Kingold Jewelry Co., Ltd (hereinafter] [Shareholders’ Voting Proxy Agreement Agreement th This Shareholders’ Voting Proxy Agreement (this “ WOFE Party A: Wuhan Vogue-Show Jewelry Co., Ltd., a Wholly-Owned Foreign Enterprise (“ Party B Party B: Wuhan Kingold Jewelry Co., Ltd (“ Kingold Shareholders Shareholder Party C: Each of the shareholders of Wuhan Kingold Jewelry Co., Ltd listed on Table 1 (collectively, the “ In this] [PURCHASE OPTION AGREEMENT Agreement This Purchase Option Agreement (this " WOFE Party A: Wuhan Vogue-Show Jewelry Co., Ltd, a Wholly-Owned Foreign Enterprise (" Kingold Shareholders Shareholder Party B: Each of the shareholders of Wuhan Kingold Jewelry Co., Ltd set forth on Table 1 (collectively, the " all parties a party In this Agreement, Party A, the Kingold Shareholders and Party] [Pledge of Equity Agreement Agreement th This Pledge of Equity Agreement (this “ Party A: Kingold Jewelry Kingold Shareholders Party B: WOFE Whereas: 1. Each shareholder set forth on Table 1 is the shareholder of Wuhan Kingold Jewelry Co., Ltd and duly and legally holds shares of Kingold Jewelry. The percentage of shares held is as indicated in Table 1] [EXECUTIVE EMPLOYMENT AGREEMENT Agreement Effective Date Company Executive Duties and Position . Term Salary, Benefits and Options. Base Salary Benefits 1 Options Relocation Allowance (d) Bonus Termination Termination During Probation Period 4.1 Voluntary Termination 4.2 Termination For Cause 4.3 2 5. Non-Disclosure. Non-Disclosure Inventions, Designs and Product Developments Corporate Opportunities 5.3 Survival. 3] [RMB SHORT-TERM LOAN AGREEMENT NUMBER0912 1002 Article 1. DEFINITIONS In this Agreement, the following expressions except where the context otherwise requires, shall have the following meanings, namely: 1)“Obligatory right” or principal claim, means Borrower (loanee) applies to Lender(loaner), after having approvals of the Lender, the financing which the Lender provide becomes RMB obligatory right( including principals, interests, default interests, compound] [SPD BANK Working Capital Loan Contract No. 70062010280025 Working capital loan contract ： Wuhan Kingold Jewelry Co., Ltd. Borrower ： SPD BANK WUHAN BRANCH Lender View: Colleagues recognized the borrower with the lender following the primary terms This contract between the borrower and the loan of the loan documents signed by the independent PART I: Commercial terms ： Types of] [SPD BANK Working Capital Loan Contract No. 70062010280026 Working capital loan contract ： Wuhan Kingold Jewelry Co., Ltd. Borrower ： SPD BANK WUHAN BRANCH Lender View: Colleagues recognized the borrower with the lender following the primary terms This contract between the borrower and the loan of the loan documents signed by the independent PART I: Commercial terms Types of loans] [SPD BANK Working Capital Loan Contract No. 70062010280028 Working capital loan contract ： Wuhan Kingold Jewelry Co., Ltd. Borrower ： SPD BANK WUHAN BRANCH Lender View: Colleagues recognized the borrower with the lender following the primary terms This contract between the borrower and the loan of the loan documents signed by the independent PART I: Commercial terms Types of loans] [Leasing Agreement Lessor:(hereinafter referred to as Party A) Lessee:(hereinafter referred to as Party B) the Real Estate Management of PRC Administration of the Leasing of Urban Premises Procedures of Wuhan In accordance with 1, Party A will lease to Party B the premises and attached facilities all owned by Party A itself, which is located at #15 Huangpu Science and] [EXECUTIVE EMPLOYMENT AGREEMENT 执行官聘用协议 THIS EMPLOYMENT AGREEMENT Agreement Company Wuhan Kin gold Executive Parties Party “ ” “ ” “ ” “ ” “ ” “ ” 2010 10 2 8 本聘用协议（ WHEREAS 鉴于，公司拟聘请执行官，且执行官愿意受聘作为公司的首席执行官； WHEREAS 鉴于，执行官具有对公司业务的丰富知识和独到理解以及对公司颇有价值的众多客户和合作伙伴拥有长期合作伙伴关系；且 WHEREAS 41.51% 鉴于，执行官被公司聘用后，随即拥有公司约 NOW, THEREFORE 因此，基于双方在本协议的约定和其他良好和有价值的考虑，双方达成以下共识并同意如下： Term of Employment Term 1. 1 . 聘用期限 2010 10 2 8 “ ” Position and Duties Board] [KINGOLD JEWELRY, INC. CODE OF CONDUCT I. Conflicts of Interest II. Use of Company Resources were the employee's own. III. Fraud, Dishonesty or Criminal Conduct IV. Safeguarding Non-Public Information V. Securities Transactions 2 VI. Trade Practices VII. Employment Practices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Amendment No. 2 to Registration Statement No. 333-167626 of our report dated March 23, 2010, except for Note 15, as to which the date is September 16, 2010 relating to the consolidated financial statements of Kingold Jewelry, Inc. (formerly Activeworlds Corp.), which appears in such]
[Page 1.1 Announcement regarding key financial and performance indicators for the first three quarters of 2010, dated October 28, 2010. A-1 2]
[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (2) Amount to (1) Proposed Maximum (1) (2) Proposed Maximum (3) Amount of Common stock, par value $0.001 per share] [DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 www.dlapiper.com T F October 29, 2010 Kingold Jewelry, Inc. 15 Huangpu Science and Technology Park Jiang’an District Wuhan, Hubei Province, PRC 430023 Re: ― Kingold Jewelry, Inc. Ladies and Gentlemen: Company Registration Statement Commission Shares Common Stock We have acted as counsel for Kingold Jewelry, Inc.,] [BEIJING │ SHANGHAI │ SHENZHEN │ HANGZHOU │ GUANGZHOU KUNMING │ TIANJIN │ CHENGDU │ NINGBO │ HONGKONG │ FUZHOU │ th 9 Tel: (+86)(10) 6589 0699 Fax: (+86)(10) 6517 6800 / 6801 October 29, 2010 To: Kingold Jewelry, Inc. No.15 Huangpu Science and Technology Park, Jiang'an District, Wuhan, Hubei Province, PRC 430023 Tel: 86 27 65660703 Rodman & Renshaw,] [SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ” ), dated as of December 22, 2009 by and among Active W orlds Corp , a U.S. public reporting company, (collectively with its predecessors, the “ Company ") Schedule I “Investor” “Investors” . BACKGROUND OTC Bulletin Board WHEREAS, ActiveWorlds Corp., is a U.S. public reporting company incorporated in Delaware] [AMENDMENT TO REGISTRATION RIGHTS AGREEMENT WHEREAS, the Registration Rights Agreement provides that it can be amended, modified or supplemented, and waivers or consents to departures from the provisions of the Registration Rights Agreement can be given by the Holders of no less than a majority in interest of the then outstanding Registrable Securities; WHEREAS, the Company has executed a non-binding] [MAKE GOOD ESCROW AGREEMENT “Company” Make Good Pledgor Schedule I “Investor” “Investors” Investor Agent “Escrow Agent” This Make Good Escrow Agreement, dated as of December 23, 2009 (the “Agreement”), is entered into by and among ActiveWorlds Corp., a U.S. public reporting company (the “ Securities Purchase Agreement” “ Offering” Escrow Shares WHEREAS, each of the Investors has entered into a] [Exclusive Management Consulting and Technical Support Agreement Agreement th This Exclusive Management Consulting and Technical Support Agreement (this Party A Party B WOFE In this Agreement, Party A and Party B collectively are referred to as “both parties” and each of them is referred to as “a party”. Whereas: Party A Kingold Jewelry 1. Wuhan Kingold Jewelry Co., Ltd (hereinafter] [Shareholders’ Voting Proxy Agreement Agreement th This Shareholders’ Voting Proxy Agreement (this “ WOFE Party A: Wuhan Vogue-Show Jewelry Co., Ltd., a Wholly-Owned Foreign Enterprise (“ Party B Party B: Wuhan Kingold Jewelry Co., Ltd (“ Kingold Shareholders Shareholder Party C: Each of the shareholders of Wuhan Kingold Jewelry Co., Ltd listed on Table 1 (collectively, the “ In this] [PURCHASE OPTION AGREEMENT Agreement This Purchase Option Agreement (this " WOFE Party A: Wuhan Vogue-Show Jewelry Co., Ltd, a Wholly-Owned Foreign Enterprise (" Kingold Shareholders Shareholder Party B: Each of the shareholders of Wuhan Kingold Jewelry Co., Ltd set forth on Table 1 (collectively, the " all parties a party In this Agreement, Party A, the Kingold Shareholders and Party] [Pledge of Equity Agreement Agreement th This Pledge of Equity Agreement (this “ Party A: Kingold Jewelry Kingold Shareholders Party B: WOFE Whereas: 1. Each shareholder set forth on Table 1 is the shareholder of Wuhan Kingold Jewelry Co., Ltd and duly and legally holds shares of Kingold Jewelry. The percentage of shares held is as indicated in Table 1] [EXECUTIVE EMPLOYMENT AGREEMENT Agreement Effective Date Company Executive Duties and Position . Term Salary, Benefits and Options. Base Salary Benefits 1 Options Relocation Allowance (d) Bonus Termination Termination During Probation Period 4.1 Voluntary Termination 4.2 Termination For Cause 4.3 2 5. Non-Disclosure. Non-Disclosure Inventions, Designs and Product Developments Corporate Opportunities 5.3 Survival. 3] [RMB SHORT-TERM LOAN AGREEMENT NUMBER0912 1002 Article 1. DEFINITIONS In this Agreement, the following expressions except where the context otherwise requires, shall have the following meanings, namely: 1)“Obligatory right” or principal claim, means Borrower (loanee) applies to Lender(loaner), after having approvals of the Lender, the financing which the Lender provide becomes RMB obligatory right( including principals, interests, default interests, compound] [SPD BANK Working Capital Loan Contract No. 70062010280025 Working capital loan contract ： Wuhan Kingold Jewelry Co., Ltd. Borrower ： SPD BANK WUHAN BRANCH Lender View: Colleagues recognized the borrower with the lender following the primary terms This contract between the borrower and the loan of the loan documents signed by the independent PART I: Commercial terms ： Types of] [SPD BANK Working Capital Loan Contract No. 70062010280026 Working capital loan contract ： Wuhan Kingold Jewelry Co., Ltd. Borrower ： SPD BANK WUHAN BRANCH Lender View: Colleagues recognized the borrower with the lender following the primary terms This contract between the borrower and the loan of the loan documents signed by the independent PART I: Commercial terms Types of loans] [SPD BANK Working Capital Loan Contract No. 70062010280028 Working capital loan contract ： Wuhan Kingold Jewelry Co., Ltd. Borrower ： SPD BANK WUHAN BRANCH Lender View: Colleagues recognized the borrower with the lender following the primary terms This contract between the borrower and the loan of the loan documents signed by the independent PART I: Commercial terms Types of loans] [Leasing Agreement Lessor:(hereinafter referred to as Party A) Lessee:(hereinafter referred to as Party B) the Real Estate Management of PRC Administration of the Leasing of Urban Premises Procedures of Wuhan In accordance with 1, Party A will lease to Party B the premises and attached facilities all owned by Party A itself, which is located at #15 Huangpu Science and] [EXECUTIVE EMPLOYMENT AGREEMENT 执行官聘用协议 THIS EMPLOYMENT AGREEMENT Agreement Company Wuhan Kin gold Executive Parties Party “ ” “ ” “ ” “ ” “ ” “ ” 2010 10 2 8 本聘用协议（ WHEREAS 鉴于，公司拟聘请执行官，且执行官愿意受聘作为公司的首席执行官； WHEREAS 鉴于，执行官具有对公司业务的丰富知识和独到理解以及对公司颇有价值的众多客户和合作伙伴拥有长期合作伙伴关系；且 WHEREAS 41.51% 鉴于，执行官被公司聘用后，随即拥有公司约 NOW, THEREFORE 因此，基于双方在本协议的约定和其他良好和有价值的考虑，双方达成以下共识并同意如下： Term of Employment Term 1. 1 . 聘用期限 2010 10 2 8 “ ” Position and Duties Board] [KINGOLD JEWELRY, INC. CODE OF CONDUCT I. Conflicts of Interest II. Use of Company Resources were the employee's own. III. Fraud, Dishonesty or Criminal Conduct IV. Safeguarding Non-Public Information V. Securities Transactions 2 VI. Trade Practices VII. Employment Practices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Amendment No. 2 to Registration Statement No. 333-167626 of our report dated March 23, 2010, except for Note 15, as to which the date is September 16, 2010 relating to the consolidated financial statements of Kingold Jewelry, Inc. (formerly Activeworlds Corp.), which appears in such]
[Page 1.1 Announcement regarding key financial and performance indicators for the first three quarters of 2010, dated October 28, 2010. A-1 2]
[LLP (US) DLA Piper 1251 Avenue of the Americas, 27th Floor New York, New York 10020-1104 www.dlapiper.com Yvan-Claude Pierre yvan-claude.pierre@dlapiper.com T F October 29, 2010 100 F Street Attention: H. Christopher Owings Angie Kim Re: Kingold Jewelry, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 1, 2010 File No. 333-167626 Amendment No. 1 to Form 10-K]
[PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED OCTOBER 29, 2010 Shares China Ceramics Co., Ltd. We are offering shares. Our shares are traded on the OTC Bulletin Board under the symbol CCLTF. On October 28, 2010, the closing price of our shares was $7.30 per share. We anticipate that the public offering price will be between $ and $ .] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 17, 2010 with respect to the consolidated financial statements of China Ceramics Co., Ltd. and its subsidiaries for the years ended December 31, 2007, 2008 and 2009 which are included in this Registration Statement. We consent to the use of the aforementioned report in the Registration]
