KUTV [Ku6 Media] 6-K: Ku6 Media Reports Third Quarter 2010 Results BEIJING,

[Ku6 Media Reports Third Quarter 2010 Results BEIJING, China, November 15, 2010 /Xinhua-PRNewswire/ — Ku6 Media Co., Ltd. (“Ku6 Media” or the “Company”, Nasdaq: KUTV), a leader in online video portal operations in China, today announced unaudited financial results for its third quarter ended September 30, 2010. Background On August 17, 2010, Ku6 Media (formerly named as Hurray! Holding Co.,]

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SORL [SORL Auto Parts] 8-K: SORL Auto Parts Files 10-Q Amendment With Additional

[SORL Auto Parts Files 10-Q Amendment With Additional Income Statement ZHEJIANG, China, November 19, 2010 — SORL Auto Parts, Inc. (Nasdaq: SORL) On August 31, 2010, the Company acquired the assets of the hydraulic brake, power steering and automotive electrical parts segments of the automotive parts business of the Ruili Group Co., Ltd. th In the Form 10-Q filed on] []

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OSN [Ossen Innovation] F-1/A: Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT

[Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OSSEN INNOVATION CO., LTD. British Virgin Islands 3312 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number) (I.R.S. Employer Identification Number) 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China +86 (21) 6888-8886 CT Corporation System 111] [_________ Ordinary Shares in the Form of American Depositary Shares OSSEN INNOVATION CO., LTD. Ordinary Shares in the Form of American Depositary Shares UNDERWRITING AGREEMENT ________, 2010 Global Hunter Securities, LLC th 777 Third Ave, 36 New York, NY 10017 Knight Capital Markets LLC th 405 Lexington Avenue, 46 New York, NY 10174 Ladies and Gentlemen: Ossen Innovation Co., Ltd.] [TABLE OF CONTENTS Page Certain Definitions 1 (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Deliver Order] [[ November 2010] Global Hunter Securities, LLC rd 777 3 New York, New York 10017 USA Knight Capital Markets LLC 405 Lexington Avenue New York, New York 10174 USA Dear Sirs, Ossen Innovation Co., Ltd. “ADS” We have acted as counsel as to British Virgin Islands law to Ossen Innovation Co., Ltd. in connection with the proposed public offer and] [INDEPENDENT REGISTERED ACCOUNTING FIRM CONSENT We consent to the use of this Registration Statement on Form F-1, amendment No. 3, for Ossen Innovation Co., Ltd. of our report dated July 7, 2010, relating to the consolidated balance sheets of Ossen Innovation Co., Ltd. and Subsidiaries as of December 31, 2009 and 2008 and the related consolidated statements of operations, shareholders’] [Institute of Quantitative & Technical Economics, Chinese Academy of Social Sciences November 9, 2010 Ossen Innovation Co., Ltd 518 Shangcheng Road, Floor 17 Shanghai, 200120 People’s Republic of China Re: Consent Letter To Whom It May Concern: Registration Statement Very truly yours, INSTITUTE OF QUANTITATIVE & TECHNICAL ECONOMICS, CHINESE ACADEMY OF SOCIAL SCIENCES Quiang Liu EX-26.3 15 v203400_ex23-6.htm] [Dr. Liang Tang November 18, 2010 Page 2 Taxation, page 98 3. We note your response to comment three in our letter dated October 14, 2010. We are unable to locate the revised disclosure that identifies the relevant authority for the summarized tax consequences. Your disclosure regarding the BVI and PRC taxation does not appear to have been revised in]

XNY [China Xiniya Fashion] CORRESP: (Original Filing)

[November 19, 2010 Mr. Damon Colbert Re: China Xiniya Fashion Limited Dear Mr. Colbert: In connection with the above-captioned Registration Statement, we wish to advise that between November 8, 2010 and the date hereof 3600 copies of the Preliminary Prospectus dated November 8, 2010 were distributed as follows: 3600 to 4 underwriters; 1900 institutional investors; 450 individuals. * * *]

MOBI [SKY-MOBI] F-1: (Original Filing)

[] [THE COMPANIES LAW (CAP. 22) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SKY-MOBI LIMITED (Adopted by Special Resolution passed on November 18, 2010) 1. The name of the Company is: Sky-mobi Limited 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket] [THE COMPANIES LAW (CAP. 22) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SKY-MOBI LIMITED (Adopted by Special Resolution passed on November 19, 2010 and to be effective upon the completion of the initial public offering of American depositary shares of the Company on Nasdaq Global Market) 1. The name of the] [Sky-mobi Limited this is certify that is/are the registered shareholders of: NO OF SHARES TYPE OF SHARE per value common date of record certificate number paid the above shares are subject to the memorandum and articles of association of the company and transerabel in accordance therewith DIRECTOR DIRECTOR / SECRETARY EX-4.2 4 h04425exv4w2.htm EX-4.2] [Execution Copy Agreement Company Sequoia Capital Investor Founders Founder Founders Holdco WFOE Mijia Sky Domestic Companies Domestic Company Party Parties Each of the Company, the Investor, the Founders, the Founders Holdco, the WFOE and the Domestic Companies shall be referred to individually as a “ RECITALS A. Section 2.4(i)) Immediately prior to the Closing (as defined in B. Immediately prior] [AMENDMENT NO. 1 to and AMENDMENT NO. 2 to SHAREHOLDERS AGREEMENT AMENDMENT NO. 2 TO Amendment st Company Sequoia Capital Investors Founders Founder Founders Holdco WFOE Mijia Sky Domestic Companies Domestic Company Party Parties. Each of the Company, the Investors, the Founders, the Founders Holdco, the WFOE and the Domestic Companies shall be referred to individually as a “ RECITALS] [Execution Copy SHAREHOLDERS AGREEMENT Agreement Company Sequoia Capital Investor Founders Founder Founders Holdco WFOE Mijia Sky Domestic Companies Domestic Company THIS SHAREHOLDERS AGREEMENT (this “ Party Parties Each of the Company, the Investor, the Founders, the Founders Holdco, the WFOE and the Domestic Companies shall be referred to individually as a “ RECITALS A. Share Purchase Agreement B. It is] [AMENDMENT TO SHAREHOLDERS AGREEMENT “Amendment” “Company” “Sequoia Capital” “Investor” , , , “Founders” “Founder” “Founders Holdco” , “WFOE” “Mijia” “Sky” “Domestic Companies” “Domestic Company” , “Transferees” “Transferee” THIS AMENDMENT TO SHAREHOLDERS AGREEMENT (the WHEREAS A. “Instrument of Transfer” On September 5, 2008, Sequoia Capital and each of the Transferees entered into a Instrument of Transfer respectively (the B. “Shareholders Agreement”] [Execution Copy RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement Company Sequoia Capital Investor Founders Founder Founders Holdco THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “ Party Parties Each of the Company, the Founders the Investor and the Founders Holdco shall be referred to individually as a “ RECITALS A. Share Purchase Agreement B. It is a condition] [Profit Star Limited Preferred Shares ACT PROFIT STAR LIMITED (Subject to Adjustment) THIS CERTIFIES THAT, “Sequoia Capital” “Company” SC Partners “SC Principals” “Holder” “Holders” Purchase Agreement THIS FURTHER CERTIFIES THAT, 1 Profit Star Limited Certain Definitions. 1. Affiliate “ Board “ Common Shares “ Company “ Control Controlling Controlled “ Encumbrances “ Exercise Date “ Exercise Period “ Exercise Price] [Execution Copy PROFIT STAR LIMITED SHARE VESTING AGREEMENT Agreement Company Founders Founder Founders Holdco This Share Vesting Agreement (the “ RECITALS Shares A. Founders Holdco is the holder of an aggregate of 750,000 Common Shares of the Company, par value US$0.01 per share (the “ Sequoia Capital Investor WFOE Mijia SKY Domestic Company Domestic Companies Share Purchase Agreement Company Group] [SHAREHOLDERS “Agreement” “Effective Date” “Company” “Shareholders” “Shareholder” “Party” “Parties” THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this RECITAL A. The Shareholders collectively own one hundred percent (100%) of the issued and outstanding shares of Xplane Limited. Xplane Limited owns beneficially and of record one hundred percent (100%) of the issued and outstanding shares of the Company. B. Share Purchase Agreement C. It] [CONFIDENTIAL INFORMATION AGREEMENT PROFIT STAR LIMITED “Agreement” , Effective Date “Company” , , “Shareholders” “Shareholder” “Party” “Parties” THIS CONFIDENTIAL INFORMATION AGREEMENT (this RECITAL A. The Shareholders collectively own one hundred percent (100%) of the issued and outstanding shares of Xplane Limited. Xplane Limited owns beneficially and of record one hundred percent (100%) of the issued and outstanding shares of the] [, 2010 Sky-mobi Limited DIRECT LINE: 852 2842 9531 10/F, Building B, United Mansion E-MAIL Anna.Chong@conyersdill.com No. 2, Zijinhua Road, Hangzhou OUR REF: AC/al/#345929(M#874617) Zhejiang 310013 YOUR REF: People’s Republic of China Dear Sirs, Sky-mobi Limited (the “Company”) Commission Registration Statement Securities Act Common Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a copy] [PROFIT STAR LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE Plan Company The purpose of the Profit Star Limited 2010 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. The singular pronoun shall include the plural where] [INDEMNIFICATION AGREEMENT RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation. 2. The Board of Directors of the Company] [Employment Agreement Article I Basic Information of the Two Parties Employer (hereinafter referred to as “Party A”) Hangzhou Sky Network Technolgies Co., Ltd. A Domicile: Legal Representative: Tao Song Employee (hereinafter referred to as “Party B”) B Male ID C Correspondence Address: D Postcode: E Permanent Residence: Postcode: Article II Type and Term of the Agreement Party A and Party] [Form of Employment Agreement Party A: Hangzhou Sky Network Technologies Co., Ltd. Legal representative: Song Tao Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, West Lake District, Hangzhou, Zhejiang Province Tel.: 0571-87770978 Party B: A Gender: male B Date of birth: ID card number: C Home address: D Postal code: E Tel.: F Place of permanent] [Exclusive Business Cooperation Agreement THIS EXCLUSIVE BUSINESS COOPERATION AGREEMENT (“this Agreement”) is made and entered into by the following parties in Hangzhou, the People’s Republic of China (“PRC”) on December 24, 2009: Party A: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, Party B: Hangzhou Fanyi Technologies Co., Ltd. Address: Room] [Exclusive Purchase Option Agreement THIS EXCLUSIVE PURCHASE OPTION AGREEMENT (“this Agreement”) is made and entered into by the following parties in Beijing, the People’s Republic of China (“PRC”) on February 1, 2010: Party A: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, Party B: Song Tao, ID card number: Yang Tao,] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou, the People’s Republic of China (“PRC”) on February 1, 2010: Party A: Hangzhou Dianneng Technologies Co., Ltd. “Pledgee”) Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, Party B: Song Tao (1) Yang Tao (2) “Pledgor” (collectively] [Form of Power of Attorney A B I ( Authorizing WFOE as my sole and exclusive proxy to exercise the following rights on my behalf in the matters regarding my equity, including, but not limited to 1) attend the shareholders’ meeting of Hangzhou Fanyi Technologies Co., Ltd.; 2) exercise all the shareholder rights and voting power granted to me under] [Form of Loan Agreement THIS BORROWING AGREEMENT (“THIS AGREEMENT”) is made and entered into by the parties below in Hangzhou, PRC on December 24, 2009: (1) Hangzhou Dianneng Technologies Co., Ltd. (2) A The Lender and the Borrower are hereinafter individually referred to as a “Party” and collectively as the “Parties”. WHEREAS, 1. B The Borrower holds the 2. The] [Form of Loan Agreement THIS BORROWING AGREEMENT (“THIS AGREEMENT”) is made and entered into by the parties below in Hangzhou, PRC on February 1, 2010: (1) Hangzhou Dianneng Technologies Co., Ltd. (2) A The Lender and the Borrower are hereinafter individually referred to as a “Party” and collectively as the “Parties”. WHEREAS, 1. B The Borrower holds the 2. The] [Confirmation Letter regarding the Repayment Method under Loan Agreement This Confirmation Letter regarding the Repayment Method under Loan Agreements (“the Confirmation Letter”) is executed as of February 1, 2010 between the following two parties: Lender: Hangzhou Dianneng Technologies Co., Ltd. (“the Lender”) Address: Room 703, Building C, Technology Park of Zhejiang University, 525 Xihu Road, Xihu District, Hangzhou. Borrower: Tao] [RESTRUCTURING FRAMEWORK AGREEMENT THIS RESTRUCTURING FRAMEWORK AGREEMENT (“this Agreement”) is made and entered into in Hangzhou, PRC as of July 1, 2010 by and among: Sky Network: Hangzhou Sky Network Technologies Co., Ltd. Address: 2F, No.65, Area 2, Lianzhuang Community, Puyan Sub-district, Binjiang District, Hangzhou Postal code: 310013 Tel.: 0571 87770978 Fax: 0571 87758616 Beijing Pusida: Pusida (Beijing) Technologies Co.,] [TECHNICAL SUPPORT SERVICE AGREEMENT between Hangzhou Sky Network Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Technical Support Service Agreement THIS TECHNICAL SUPPORT AGREEMENT (“this Agreement”) is entered into on July 1, 2010 in Hangzhou China, by and between Hangzhou Sky Network Technologies Co., Ltd. (“Party A”), a company organized and existing under the laws of the People’s] [STRATEGIC CONSULTING SERVICE AGREEMENT between Hangzhou Sky Network Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Strategic Consulting Service Agreement THIS STRATEGIC CONSULTING SERVICE AGREEMENT (“this Agreement”) is entered into in Hangzhou, People’s Republic of China (“PRC”) on July 1, 2010 by and between: Party A (“Entrusting Party”): Hangzhou Sky Network Technologies Co., Ltd. Address: 2F, No.65, Area] [INTELLECTUAL PROPERTY LICENSE AGREEMENT July 1, 2010: THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou as of Licensor: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 105, 3# Building, No.1197 Bin An Road, Hangzhou Licensee: Hangzhou Sky Network Technologies Co., Ltd. Address: 2F, No.65, Area 2, Lianzhuang Community, Puyan Sub-district, Binjiang] [PURCHASE OPTION AND COOPERATION AGREEMENT July, 2010 1 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 July 1, 2010 by and among: Sky Network: Hangzhou Sky Network Technologies Co., Ltd. Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd. Mijia Technologies: Hangzhou Mijia Technologies Co.,] [Form of Power of Attorney A B C D Principal: Agent: Hangzhou Dianneng Technologies Co., Ltd. E Authorize Hangzhou Dianneng or a qualified Chinese citizen designated by it (hereinafter referred to as the “Agent”) to act as the exclusive and sole agent of Principal in respect of the following matters: Exercise all the voting power and other rights of Principal] [Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is executed by and among the following parties on July 1, 2010 in Hangzhou, China. Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd. Qinyi Zhu Unless specified otherwise herein, Mijia Technologies and Qinyi Zhu shall hereinafter be referred to collectively as the “Pledgors”. Pledgee: Hangzhou Dianneng Technologies Co., Ltd. Sky Network: Hangzhou] [FRAMEWORK AGREEMENT ON RESTRUCTURING THIS FRAMEWORK AGREEMENT ON RESTRUCTURING (“this Agreement”) is made and entered into in Hangzhou, PRC as of July 1, 2010 by and among: Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd. Postal code: 310013 Beijing Pusida: Pusida (Beijing) Technologies Co., Ltd. Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd. Tao Song Li Ou Yan Tang Zhiyi Xia Zi] [TECHNICAL SUPPORT SERVICE AGREEMENT between Hangzhou Mijia Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Technical Support Service Agreement THIS TECHNICAL SUPPORT SERVICE AGREEMENT (“this Agreement”) is entered into on July 1, 2010 in Hangzhou China, by and between Hangzhou Mijia Technologies Co., Ltd. (“Party A”), a company organized and existing under the laws of the People’s Republic] [STRATEGIC CONSULTING SERVICE AGREEMENT between Hangzhou Mijia Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Strategic Consulting Service Agreement THIS STRATEGIC CONSULTING SERVICE AGREEMENT (“this Agreement”) is entered into in Hangzhou, People’s Republic of China (“PRC”) on July 1, 2010 by and between: Party A (“Entrusting Party”): Hangzhou Mijia Technologies Co., Ltd. ; and Party B (“Entrusted Party”):] [INTELLECTUAL PROPERTY LICENSE AGREEMENT July 1, 2010: THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou as of Licensor: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 105, 3# Building, No.1197 Bin’an Road, Hangzhou Licensee: Hangzhou Mijia Technologies Co., Ltd. Address: Room 610, 2# Building, No.1197 Bin’an Road, Binjiang District, Hangzhou The] [PURCHASE OPTION AND COOPERATION AGREEMENT July, 2010 1 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 July 1, 2010 by and among: MIJIA TECH: Hangzhou Mijia Technologies Co., Ltd. Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd. Mr. Michael Tao Song Mr. Li Ou] [Form of Power of Attorney A B Principal: Agent: Hangzhou Dianneng Technologies Co., Ltd. C I, Authorize Hangzhou Dianneng or a qualified Chinese citizen designated by it (hereinafter referred to as the “Agent”) to act as the exclusive and sole agent of Principal in respect of the following matters: Exercise all the voting power and other rights of Principal as] [Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is executed by and among the following parties on July 1, 2010 in Hangzhou, China. PLEDGOR (the following eleven individuals shall hereinafter be referred to collectively as the “Pledgors”) PLEDGOR A: Mr. Michael Tao Song PLEDGOR B: Mr. Li Ou PLEDGOR C: Mr. Yan Tang PLEDGOR D: Mr. Zhiyi Xia PLEDGOR] [Lease Contract Lessor (Party A) Yunian Huang ID Card No.: Qiulong Zhu ID Card No.: Lessee (Party B) Hangzhou Sky Network Technologies Co., Ltd. Article 1 Article 2 Leased premises and purpose of lease 1. 2 Party A hereby leases to Party B for office purpose Rooms 1001 and 1002 (total construction area 3,111.88m Article 3 Lease term, rent and] [Lease Contract Lessor (Party A) Xiaoming Wu ID Card No.: Yuhong Wang ID Card No.: Lessee (Party B) Hangzhou Sky Network Technologies Co., Ltd. Article 1 Article 2 Leased premises and purpose of lease 1. 2 Party A hereby leases to Party B for office purpose Rooms 1101 and 1102 (area 3,111.88m Article 3 Lease term, rent and payment 1.] [Mobile Phone Built-in Wireless Value-added Business Cooperation Agreement Party A: Hangzhou Fanyi Technologies Co., Ltd. Registered address: Room 625 West Area, Building A, Zhejiang University Science Park, No.525 Xixi Road, West Lake District, Hangzhou, Zhejiang Province Mailing address: 10/F, Building B, United Mansion, No. 2, Zijinhua Road, Hangzhou, Zhejiang Province Party B: Beijing Lei Ting Wan Jun Network Technologies Co.,] [Cooperation Agreement THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by the parties below as of November 16, 2009 in the People’s Republic of China (“PRC”): Party A: Hangzhou Fanyi Technologies Co., Ltd. Registered address: Room 625 West Area, Building A, Zhejiang University Science Park, No.525 Xixi Road, Xihu District Mailing address: Room 708, Block C, Zhejiang University] [Cooperation Agreement Between Party A: Hangzhou Fanyi Technologies Co., Ltd. And Party B: Chongqing Renneng Software Co., Ltd. November 20, 2009 1 Party A: Hangzhou Fanyi Technologies Co., Ltd. THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by the parties below as of November 20, 2009 in the People’s Republic of China (“PRC”): Mailing address: Room 703, Block] [Wholly-Owned Subsidiaries 1. Sky Network International Limited, a British Virgin Islands company 2. Profit Star Software (HK) Limited, a Hong Kong company 3. Pusida (Beijing) Technologies Co., Ltd., a PRC company 4. Hangzhou Dianneng Technologies Co., Ltd., a PRC company 5. Hangzhou Mijia Technologies Co., Ltd., a PRC company 6. Hangzhou Sky Network Technologies Co., Ltd., a PRC company 7.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, China EX-23.1 46 h04425exv23w1.htm EX-23.1] [Analysys International th 27 To: Sky-mobi Limited Dear Mr. Yeung: Analysys International Benjamin Yang EX-23.5 47 h04425exv23w5.htm EX-23.5] [November 19, 2010 Sky-mobi Limited Ladies and Gentlemen: Sincerely yours, Wei Zhou EX-23.6 48 h04425exv23w6.htm EX-23.6] [JINCHENG TONGDA & NEAL LAW FIRM Sky-mobi Limited Re: Sky-mobi Limited Public Offering November 19, 2010 Dear Sirs, PRC We are lawyers duly licensed in the People’s Republic of China (the “ Company Registration Statement ADSs Offering We are acting as PRC counsel to Sky-mobi Limited (the “ You have requested our opinion concerning the statements in connection with the]

By | 2016-04-02T23:43:19+00:00 November 19th, 2010|Categories: Chinese Stocks, MOBI, SEC Original|Tags: , , , , , |0 Comments

XNY [China Xiniya Fashion] CORRESP: November 19, 2010 Mr. Damon Colbert Re: China

[November 19, 2010 Mr. Damon Colbert Re: China Xiniya Fashion Limited Dear Mr. Colbert: In connection with the above-captioned Registration Statement, we wish to advise that between November 8, 2010 and the date hereof 3600 copies of the Preliminary Prospectus dated November 8, 2010 were distributed as follows: 3600 to 4 underwriters; 1900 institutional investors; 450 individuals. * * *]

MOBI [SKY-MOBI] F-1:

[] [THE COMPANIES LAW (CAP. 22) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SKY-MOBI LIMITED (Adopted by Special Resolution passed on November 18, 2010) 1. The name of the Company is: Sky-mobi Limited 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket] [THE COMPANIES LAW (CAP. 22) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SKY-MOBI LIMITED (Adopted by Special Resolution passed on November 19, 2010 and to be effective upon the completion of the initial public offering of American depositary shares of the Company on Nasdaq Global Market) 1. The name of the] [Sky-mobi Limited this is certify that is/are the registered shareholders of: NO OF SHARES TYPE OF SHARE per value common date of record certificate number paid the above shares are subject to the memorandum and articles of association of the company and transerabel in accordance therewith DIRECTOR DIRECTOR / SECRETARY EX-4.2 4 h04425exv4w2.htm EX-4.2] [Execution Copy Agreement Company Sequoia Capital Investor Founders Founder Founders Holdco WFOE Mijia Sky Domestic Companies Domestic Company Party Parties Each of the Company, the Investor, the Founders, the Founders Holdco, the WFOE and the Domestic Companies shall be referred to individually as a “ RECITALS A. Section 2.4(i)) Immediately prior to the Closing (as defined in B. Immediately prior] [AMENDMENT NO. 1 to and AMENDMENT NO. 2 to SHAREHOLDERS AGREEMENT AMENDMENT NO. 2 TO Amendment st Company Sequoia Capital Investors Founders Founder Founders Holdco WFOE Mijia Sky Domestic Companies Domestic Company Party Parties. Each of the Company, the Investors, the Founders, the Founders Holdco, the WFOE and the Domestic Companies shall be referred to individually as a “ RECITALS] [Execution Copy SHAREHOLDERS AGREEMENT Agreement Company Sequoia Capital Investor Founders Founder Founders Holdco WFOE Mijia Sky Domestic Companies Domestic Company THIS SHAREHOLDERS AGREEMENT (this “ Party Parties Each of the Company, the Investor, the Founders, the Founders Holdco, the WFOE and the Domestic Companies shall be referred to individually as a “ RECITALS A. Share Purchase Agreement B. It is] [AMENDMENT TO SHAREHOLDERS AGREEMENT “Amendment” “Company” “Sequoia Capital” “Investor” , , , “Founders” “Founder” “Founders Holdco” , “WFOE” “Mijia” “Sky” “Domestic Companies” “Domestic Company” , “Transferees” “Transferee” THIS AMENDMENT TO SHAREHOLDERS AGREEMENT (the WHEREAS A. “Instrument of Transfer” On September 5, 2008, Sequoia Capital and each of the Transferees entered into a Instrument of Transfer respectively (the B. “Shareholders Agreement”] [Execution Copy RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement Company Sequoia Capital Investor Founders Founder Founders Holdco THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “ Party Parties Each of the Company, the Founders the Investor and the Founders Holdco shall be referred to individually as a “ RECITALS A. Share Purchase Agreement B. It is a condition] [Profit Star Limited Preferred Shares ACT PROFIT STAR LIMITED (Subject to Adjustment) THIS CERTIFIES THAT, “Sequoia Capital” “Company” SC Partners “SC Principals” “Holder” “Holders” Purchase Agreement THIS FURTHER CERTIFIES THAT, 1 Profit Star Limited Certain Definitions. 1. Affiliate “ Board “ Common Shares “ Company “ Control Controlling Controlled “ Encumbrances “ Exercise Date “ Exercise Period “ Exercise Price] [Execution Copy PROFIT STAR LIMITED SHARE VESTING AGREEMENT Agreement Company Founders Founder Founders Holdco This Share Vesting Agreement (the “ RECITALS Shares A. Founders Holdco is the holder of an aggregate of 750,000 Common Shares of the Company, par value US$0.01 per share (the “ Sequoia Capital Investor WFOE Mijia SKY Domestic Company Domestic Companies Share Purchase Agreement Company Group] [SHAREHOLDERS “Agreement” “Effective Date” “Company” “Shareholders” “Shareholder” “Party” “Parties” THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this RECITAL A. The Shareholders collectively own one hundred percent (100%) of the issued and outstanding shares of Xplane Limited. Xplane Limited owns beneficially and of record one hundred percent (100%) of the issued and outstanding shares of the Company. B. Share Purchase Agreement C. It] [CONFIDENTIAL INFORMATION AGREEMENT PROFIT STAR LIMITED “Agreement” , Effective Date “Company” , , “Shareholders” “Shareholder” “Party” “Parties” THIS CONFIDENTIAL INFORMATION AGREEMENT (this RECITAL A. The Shareholders collectively own one hundred percent (100%) of the issued and outstanding shares of Xplane Limited. Xplane Limited owns beneficially and of record one hundred percent (100%) of the issued and outstanding shares of the] [, 2010 Sky-mobi Limited DIRECT LINE: 852 2842 9531 10/F, Building B, United Mansion E-MAIL Anna.Chong@conyersdill.com No. 2, Zijinhua Road, Hangzhou OUR REF: AC/al/#345929(M#874617) Zhejiang 310013 YOUR REF: People’s Republic of China Dear Sirs, Sky-mobi Limited (the “Company”) Commission Registration Statement Securities Act Common Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a copy] [PROFIT STAR LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE Plan Company The purpose of the Profit Star Limited 2010 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. The singular pronoun shall include the plural where] [INDEMNIFICATION AGREEMENT RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation. 2. The Board of Directors of the Company] [Employment Agreement Article I Basic Information of the Two Parties Employer (hereinafter referred to as “Party A”) Hangzhou Sky Network Technolgies Co., Ltd. A Domicile: Legal Representative: Tao Song Employee (hereinafter referred to as “Party B”) B Male ID C Correspondence Address: D Postcode: E Permanent Residence: Postcode: Article II Type and Term of the Agreement Party A and Party] [Form of Employment Agreement Party A: Hangzhou Sky Network Technologies Co., Ltd. Legal representative: Song Tao Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, West Lake District, Hangzhou, Zhejiang Province Tel.: 0571-87770978 Party B: A Gender: male B Date of birth: ID card number: C Home address: D Postal code: E Tel.: F Place of permanent] [Exclusive Business Cooperation Agreement THIS EXCLUSIVE BUSINESS COOPERATION AGREEMENT (“this Agreement”) is made and entered into by the following parties in Hangzhou, the People’s Republic of China (“PRC”) on December 24, 2009: Party A: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, Party B: Hangzhou Fanyi Technologies Co., Ltd. Address: Room] [Exclusive Purchase Option Agreement THIS EXCLUSIVE PURCHASE OPTION AGREEMENT (“this Agreement”) is made and entered into by the following parties in Beijing, the People’s Republic of China (“PRC”) on February 1, 2010: Party A: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, Party B: Song Tao, ID card number: Yang Tao,] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou, the People’s Republic of China (“PRC”) on February 1, 2010: Party A: Hangzhou Dianneng Technologies Co., Ltd. “Pledgee”) Address: Room 703, Building C, Zhejiang University Science Park, No.525 Xixi Road, Party B: Song Tao (1) Yang Tao (2) “Pledgor” (collectively] [Form of Power of Attorney A B I ( Authorizing WFOE as my sole and exclusive proxy to exercise the following rights on my behalf in the matters regarding my equity, including, but not limited to 1) attend the shareholders’ meeting of Hangzhou Fanyi Technologies Co., Ltd.; 2) exercise all the shareholder rights and voting power granted to me under] [Form of Loan Agreement THIS BORROWING AGREEMENT (“THIS AGREEMENT”) is made and entered into by the parties below in Hangzhou, PRC on December 24, 2009: (1) Hangzhou Dianneng Technologies Co., Ltd. (2) A The Lender and the Borrower are hereinafter individually referred to as a “Party” and collectively as the “Parties”. WHEREAS, 1. B The Borrower holds the 2. The] [Form of Loan Agreement THIS BORROWING AGREEMENT (“THIS AGREEMENT”) is made and entered into by the parties below in Hangzhou, PRC on February 1, 2010: (1) Hangzhou Dianneng Technologies Co., Ltd. (2) A The Lender and the Borrower are hereinafter individually referred to as a “Party” and collectively as the “Parties”. WHEREAS, 1. B The Borrower holds the 2. The] [Confirmation Letter regarding the Repayment Method under Loan Agreement This Confirmation Letter regarding the Repayment Method under Loan Agreements (“the Confirmation Letter”) is executed as of February 1, 2010 between the following two parties: Lender: Hangzhou Dianneng Technologies Co., Ltd. (“the Lender”) Address: Room 703, Building C, Technology Park of Zhejiang University, 525 Xihu Road, Xihu District, Hangzhou. Borrower: Tao] [RESTRUCTURING FRAMEWORK AGREEMENT THIS RESTRUCTURING FRAMEWORK AGREEMENT (“this Agreement”) is made and entered into in Hangzhou, PRC as of July 1, 2010 by and among: Sky Network: Hangzhou Sky Network Technologies Co., Ltd. Address: 2F, No.65, Area 2, Lianzhuang Community, Puyan Sub-district, Binjiang District, Hangzhou Postal code: 310013 Tel.: 0571 87770978 Fax: 0571 87758616 Beijing Pusida: Pusida (Beijing) Technologies Co.,] [TECHNICAL SUPPORT SERVICE AGREEMENT between Hangzhou Sky Network Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Technical Support Service Agreement THIS TECHNICAL SUPPORT AGREEMENT (“this Agreement”) is entered into on July 1, 2010 in Hangzhou China, by and between Hangzhou Sky Network Technologies Co., Ltd. (“Party A”), a company organized and existing under the laws of the People’s] [STRATEGIC CONSULTING SERVICE AGREEMENT between Hangzhou Sky Network Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Strategic Consulting Service Agreement THIS STRATEGIC CONSULTING SERVICE AGREEMENT (“this Agreement”) is entered into in Hangzhou, People’s Republic of China (“PRC”) on July 1, 2010 by and between: Party A (“Entrusting Party”): Hangzhou Sky Network Technologies Co., Ltd. Address: 2F, No.65, Area] [INTELLECTUAL PROPERTY LICENSE AGREEMENT July 1, 2010: THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou as of Licensor: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 105, 3# Building, No.1197 Bin An Road, Hangzhou Licensee: Hangzhou Sky Network Technologies Co., Ltd. Address: 2F, No.65, Area 2, Lianzhuang Community, Puyan Sub-district, Binjiang] [PURCHASE OPTION AND COOPERATION AGREEMENT July, 2010 1 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 July 1, 2010 by and among: Sky Network: Hangzhou Sky Network Technologies Co., Ltd. Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd. Mijia Technologies: Hangzhou Mijia Technologies Co.,] [Form of Power of Attorney A B C D Principal: Agent: Hangzhou Dianneng Technologies Co., Ltd. E Authorize Hangzhou Dianneng or a qualified Chinese citizen designated by it (hereinafter referred to as the “Agent”) to act as the exclusive and sole agent of Principal in respect of the following matters: Exercise all the voting power and other rights of Principal] [Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is executed by and among the following parties on July 1, 2010 in Hangzhou, China. Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd. Qinyi Zhu Unless specified otherwise herein, Mijia Technologies and Qinyi Zhu shall hereinafter be referred to collectively as the “Pledgors”. Pledgee: Hangzhou Dianneng Technologies Co., Ltd. Sky Network: Hangzhou] [FRAMEWORK AGREEMENT ON RESTRUCTURING THIS FRAMEWORK AGREEMENT ON RESTRUCTURING (“this Agreement”) is made and entered into in Hangzhou, PRC as of July 1, 2010 by and among: Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd. Postal code: 310013 Beijing Pusida: Pusida (Beijing) Technologies Co., Ltd. Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd. Tao Song Li Ou Yan Tang Zhiyi Xia Zi] [TECHNICAL SUPPORT SERVICE AGREEMENT between Hangzhou Mijia Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Technical Support Service Agreement THIS TECHNICAL SUPPORT SERVICE AGREEMENT (“this Agreement”) is entered into on July 1, 2010 in Hangzhou China, by and between Hangzhou Mijia Technologies Co., Ltd. (“Party A”), a company organized and existing under the laws of the People’s Republic] [STRATEGIC CONSULTING SERVICE AGREEMENT between Hangzhou Mijia Technologies Co., Ltd. and Hangzhou Dianneng Technologies Co., Ltd. 1 Strategic Consulting Service Agreement THIS STRATEGIC CONSULTING SERVICE AGREEMENT (“this Agreement”) is entered into in Hangzhou, People’s Republic of China (“PRC”) on July 1, 2010 by and between: Party A (“Entrusting Party”): Hangzhou Mijia Technologies Co., Ltd. ; and Party B (“Entrusted Party”):] [INTELLECTUAL PROPERTY LICENSE AGREEMENT July 1, 2010: THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“this Agreement”) is made and entered into by the parties below in Hangzhou as of Licensor: Hangzhou Dianneng Technologies Co., Ltd. Address: Room 105, 3# Building, No.1197 Bin’an Road, Hangzhou Licensee: Hangzhou Mijia Technologies Co., Ltd. Address: Room 610, 2# Building, No.1197 Bin’an Road, Binjiang District, Hangzhou The] [PURCHASE OPTION AND COOPERATION AGREEMENT July, 2010 1 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 July 1, 2010 by and among: MIJIA TECH: Hangzhou Mijia Technologies Co., Ltd. Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd. Mr. Michael Tao Song Mr. Li Ou] [Form of Power of Attorney A B Principal: Agent: Hangzhou Dianneng Technologies Co., Ltd. C I, Authorize Hangzhou Dianneng or a qualified Chinese citizen designated by it (hereinafter referred to as the “Agent”) to act as the exclusive and sole agent of Principal in respect of the following matters: Exercise all the voting power and other rights of Principal as] [Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is executed by and among the following parties on July 1, 2010 in Hangzhou, China. PLEDGOR (the following eleven individuals shall hereinafter be referred to collectively as the “Pledgors”) PLEDGOR A: Mr. Michael Tao Song PLEDGOR B: Mr. Li Ou PLEDGOR C: Mr. Yan Tang PLEDGOR D: Mr. Zhiyi Xia PLEDGOR] [Lease Contract Lessor (Party A) Yunian Huang ID Card No.: Qiulong Zhu ID Card No.: Lessee (Party B) Hangzhou Sky Network Technologies Co., Ltd. Article 1 Article 2 Leased premises and purpose of lease 1. 2 Party A hereby leases to Party B for office purpose Rooms 1001 and 1002 (total construction area 3,111.88m Article 3 Lease term, rent and] [Lease Contract Lessor (Party A) Xiaoming Wu ID Card No.: Yuhong Wang ID Card No.: Lessee (Party B) Hangzhou Sky Network Technologies Co., Ltd. Article 1 Article 2 Leased premises and purpose of lease 1. 2 Party A hereby leases to Party B for office purpose Rooms 1101 and 1102 (area 3,111.88m Article 3 Lease term, rent and payment 1.] [Mobile Phone Built-in Wireless Value-added Business Cooperation Agreement Party A: Hangzhou Fanyi Technologies Co., Ltd. Registered address: Room 625 West Area, Building A, Zhejiang University Science Park, No.525 Xixi Road, West Lake District, Hangzhou, Zhejiang Province Mailing address: 10/F, Building B, United Mansion, No. 2, Zijinhua Road, Hangzhou, Zhejiang Province Party B: Beijing Lei Ting Wan Jun Network Technologies Co.,] [Cooperation Agreement THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by the parties below as of November 16, 2009 in the People’s Republic of China (“PRC”): Party A: Hangzhou Fanyi Technologies Co., Ltd. Registered address: Room 625 West Area, Building A, Zhejiang University Science Park, No.525 Xixi Road, Xihu District Mailing address: Room 708, Block C, Zhejiang University] [Cooperation Agreement Between Party A: Hangzhou Fanyi Technologies Co., Ltd. And Party B: Chongqing Renneng Software Co., Ltd. November 20, 2009 1 Party A: Hangzhou Fanyi Technologies Co., Ltd. THIS COOPERATION AGREEMENT (this “Agreement”) is made and entered into by the parties below as of November 20, 2009 in the People’s Republic of China (“PRC”): Mailing address: Room 703, Block] [Wholly-Owned Subsidiaries 1. Sky Network International Limited, a British Virgin Islands company 2. Profit Star Software (HK) Limited, a Hong Kong company 3. Pusida (Beijing) Technologies Co., Ltd., a PRC company 4. Hangzhou Dianneng Technologies Co., Ltd., a PRC company 5. Hangzhou Mijia Technologies Co., Ltd., a PRC company 6. Hangzhou Sky Network Technologies Co., Ltd., a PRC company 7.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, China EX-23.1 46 h04425exv23w1.htm EX-23.1] [Analysys International th 27 To: Sky-mobi Limited Dear Mr. Yeung: Analysys International Benjamin Yang EX-23.5 47 h04425exv23w5.htm EX-23.5] [November 19, 2010 Sky-mobi Limited Ladies and Gentlemen: Sincerely yours, Wei Zhou EX-23.6 48 h04425exv23w6.htm EX-23.6] [JINCHENG TONGDA & NEAL LAW FIRM Sky-mobi Limited Re: Sky-mobi Limited Public Offering November 19, 2010 Dear Sirs, PRC We are lawyers duly licensed in the People’s Republic of China (the “ Company Registration Statement ADSs Offering We are acting as PRC counsel to Sky-mobi Limited (the “ You have requested our opinion concerning the statements in connection with the]

By | 2016-04-02T23:44:20+00:00 November 19th, 2010|Categories: Chinese Stocks, MOBI, Webplus ver|Tags: , , , , , |0 Comments

ALN [American Lorain] S-3/A: (Original Filing)

[Registration No. 333-169815 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN LORAIN CORPORATION Nevada 2068 87-0430320 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Beihuan Road Junan County Shandong, China 276600 (+86) 539-7317959 United Corporate Services, Inc. 202 South Minnesota Street Carson City,] [Consent of Independent Registered Public Accounting Firm We hereby consent to your disclosure of our audit report dated March 11, 2010 on the consolidated financial statements as of and for the years ended December 31, 2009 and 2008, of American Lorain Corporation, in Amendment No. 1 to the Registration Statement on Form S-3. For the purpose of the aforesaid Form] [American Lorain Corporation November 19, 2010 VIA EDGAR AND FEDERAL EXPRESS Mr. Sean Donahue Re: American Lorain Corporation Registration Statement on Form S-3 Filed October 7, 2010 File No. 333-169815 Dear Mr. Donahue: Registration Statement on Form S-3 General 1. Please be advised that comments on your Form 10-K must be resolved before the desired effective date of your registration]

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