[TROYGOULD PC 1801 Century Park East, Suite 1600 Los Angeles, California 90067 Istvan Benko ● ● File No. 491-2 December 7, 2010 VIA EDGAR CORRESPONDENCE Pamela A. Long Assistant Director Division of Corporation Finance Mail Stop 3720 100 F Street, N.E. Re: Highway Holdings Limited Registration Statement on Form F-3 Dear Ms. Long: Concurrently with the submission of this response,]
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[PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Highway Holdings Limited British Virgin Islands NA (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Suite 810, Level 8, Landmark North 39 Lung Sum Avenue Sheung Shui New Territories, Hong Kong (852) 2344-4248 Roland Kohl Executive Chief Suite 810, Level 8,] [HIGHWAY HOLDINGS LIMITED and __________________________, as Trustee INDENTURE Dated as of , TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2 OTHER DEFINITIONS 5 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 6 1.4 RULES OF CONSTRUCTION 6 ARTICLE 2 THE SECURITIES 7 2.1 ISSUABLE SERIES 7 2.2 ESTABLISHMENT OF TERMS OF SERIES] [Harney Westwood & Riegels Craigmuir Chambers PO Box 71, Road Town Tortola VG1110, British Virgin Islands Tel: +1 284 494 2233 Fax: +1 284 494 3547 www.harneys.com 7 December 2010 Your Ref Our Ref 018475.0002/ENM Doc ID 2726776_3 Highway Holdings Limited Suite 810, Level 8, Landmark North 39 Lung Sum Avenue Sheung Shui New Territories Hong Kong Dear Sirs Highway] [AGCA, Inc. CONSENT OF INDEPENDENT ACCOUNTANTS We also consent to the reference to our Firm under the caption “Experts” in such Registration Statement. Arcadia, California December 7, 2010 411 E. Huntington Drive, Suite 308, Arcadia, CA 91006 Phone: (626) 446-4000 · Fax: (626) 446-4002 · E-mail : in fo@agcacpa.com EX-23.1 5 v204536_ex23-1.htm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Pre-effective Amendment No. 1 to Registration Statement on Form F-3 of our reports dated June 20, 2009 and June 29, 2010 as to Note 2(q) relating to the consolidated financial statements as of March 31, 2009 and for each of the two years in]
[] [[Letterhead of Maples and Calder] Our ref DLK\274965\4065347v13 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com E-Commerce China Dangdang Inc. 7 December 2010 Dear Sirs E-Commerce China Dangdang Inc. Company Registration Statement Commission Offering ADSs New Shares Selling Shareholders Sale Shares We have acted as Cayman Islands legal advisers to E-Commerce China Dangdang Inc. (the 1 Documents Reviewed For the] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] December 7, 2010 E-Commerce China Dangdang Inc. Re: American Depositary Shares of E-Commerce China Dangdang Inc. (the Company) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and (b) such other documents,] [Commerce & Finance Law Offices E-Commerce China Dangdang Inc. RE: E-COMMERCE CHINA DANGDANG INC. Dear Sirs, PRC We are qualified lawyers of the Peoples Republic of China (the Company Registration Statement SEC Securities Act ADSs Offered Securities We have acted as the PRC counsel for E-Commerce China Dangdang Inc. (the This opinion is rendered on the basis of] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption Experts and to the use of our report dated November 17, 2010, in Amendment No. 4 to the Registration Statement (Form F-1 No. 333-170663) and related Prospectus of E-Commerce China Dangdang Inc. for the registration of its common shares. Beijing, Peoples Republic] [Commerce & Finance Law Offices E-Commerce China Dangdang Inc. RE: E-COMMERCE CHINA DANGDANG INC. Dear Sirs, PRC We are qualified lawyers of the Peoples Republic of China (the Company Registration Statement SEC Securities Act ADSs Offered Securities We have acted as the PRC counsel for E-Commerce China Dangdang Inc. (the For the purpose of this opinion, we have]
[American Lorain Corporation December 7, 2010 Re: American Lorain Corporation Amendment No. 2 to Registration Statement on Form S-3 Filed December 7, 2010 File No. 333-169815 Dear Sir or Madam: Company In connection with this acceleration request, the Company acknowledges that: Please contact Ari Edelman of Kramer Levin Naftalis & Frankel LLP, outside counsel to the Company,]
[] [[Letterhead of Maples and Calder] Our ref DLK\274965\4065347v13 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com E-Commerce China Dangdang Inc. 7 December 2010 Dear Sirs E-Commerce China Dangdang Inc. Company Registration Statement Commission Offering ADSs New Shares Selling Shareholders Sale Shares We have acted as Cayman Islands legal advisers to E-Commerce China Dangdang Inc. (the 1 Documents Reviewed For the] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] December 7, 2010 E-Commerce China Dangdang Inc. Re: American Depositary Shares of E-Commerce China Dangdang Inc. (the Company) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and (b) such other documents,] [Commerce & Finance Law Offices E-Commerce China Dangdang Inc. RE: E-COMMERCE CHINA DANGDANG INC. Dear Sirs, PRC We are qualified lawyers of the Peoples Republic of China (the Company Registration Statement SEC Securities Act ADSs Offered Securities We have acted as the PRC counsel for E-Commerce China Dangdang Inc. (the This opinion is rendered on the basis of] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption Experts and to the use of our report dated November 17, 2010, in Amendment No. 4 to the Registration Statement (Form F-1 No. 333-170663) and related Prospectus of E-Commerce China Dangdang Inc. for the registration of its common shares. Beijing, Peoples Republic] [Commerce & Finance Law Offices E-Commerce China Dangdang Inc. RE: E-COMMERCE CHINA DANGDANG INC. Dear Sirs, PRC We are qualified lawyers of the Peoples Republic of China (the Company Registration Statement SEC Securities Act ADSs Offered Securities We have acted as the PRC counsel for E-Commerce China Dangdang Inc. (the For the purpose of this opinion, we have]
[American Lorain Corporation December 7, 2010 Re: American Lorain Corporation Amendment No. 2 to Registration Statement on Form S-3 Filed December 7, 2010 File No. 333-169815 Dear Sir or Madam: Company In connection with this acceleration request, the Company acknowledges that: Please contact Ari Edelman of Kramer Levin Naftalis & Frankel LLP, outside counsel to the Company,]
[] [[Letterhead of Conyers Dill & Pearman] December 7, 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/#347710(M#874617) Zhejiang 310013 YOUR REF: Peoples 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] [355 South Grand Avenue Los Angeles, California 90071-1560 Tel: +1.213.485.1234 Fax: +1.213.891.8763 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Moscow Barcelona Munich Beijing New Jersey Brussels New York Chicago Orange County Doha Paris Dubai Riyadh Frankfurt Rome Hamburg San Diego Hong Kong San Francisco Houston Shanghai London Silicon Valley Los Angeles Singapore Madrid Tokyo Milan December 7, 2010 Sky-mobi Limited] [[Letterhead of Conyers Dill & Pearman] December 7, 2010 Matter No.:874617 Sky-mobi Limited Dear Sirs, Sky-mobi Limited (t Re: Commission Registration Statement Securities Act Common Shares For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i) the Registration Statement; and (ii) Prospectus a draft of the prospectus (the We have] [Extension Agreement This Agreement is entered into by the following parties on November 1, 2010 in Beijing: KongZhong: Beijing Kongzhong Xinshi Information Technology Co., Ltd. (hereinafter referred to as KongZhong) Registered Address: 32F, Tengda Building, No.168 Xizhimenwaidajie Haidian District, Beijing Cooperative Party: Hangzhou Sky Network Technologies Co., Ltd. (Hangzhou Sky) Registered Address: Room 703, Block C, Zhejiang University Science Park,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, China EX-23.1 6 h04425a3exv23w1.htm EX-23.1] [JINCHENG TONGDA & NEAL LAW FIRM Sky-mobi Limited Re: Sky-mobi Limited Public Offering December 7, 2010 Dear Sirs, PRC We are lawyers duly licensed in the Peoples 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]
[Registration No. 333-169815 Amendment No. 2 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. 2 to the Registration Statement on Form S-3. For the purpose of the aforesaid Form]
[] [[Letterhead of Conyers Dill & Pearman] December 7, 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/#347710(M#874617) Zhejiang 310013 YOUR REF: Peoples 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] [355 South Grand Avenue Los Angeles, California 90071-1560 Tel: +1.213.485.1234 Fax: +1.213.891.8763 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Moscow Barcelona Munich Beijing New Jersey Brussels New York Chicago Orange County Doha Paris Dubai Riyadh Frankfurt Rome Hamburg San Diego Hong Kong San Francisco Houston Shanghai London Silicon Valley Los Angeles Singapore Madrid Tokyo Milan December 7, 2010 Sky-mobi Limited] [[Letterhead of Conyers Dill & Pearman] December 7, 2010 Matter No.:874617 Sky-mobi Limited Dear Sirs, Sky-mobi Limited (t Re: Commission Registration Statement Securities Act Common Shares For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i) the Registration Statement; and (ii) Prospectus a draft of the prospectus (the We have] [Extension Agreement This Agreement is entered into by the following parties on November 1, 2010 in Beijing: KongZhong: Beijing Kongzhong Xinshi Information Technology Co., Ltd. (hereinafter referred to as KongZhong) Registered Address: 32F, Tengda Building, No.168 Xizhimenwaidajie Haidian District, Beijing Cooperative Party: Hangzhou Sky Network Technologies Co., Ltd. (Hangzhou Sky) Registered Address: Room 703, Block C, Zhejiang University Science Park,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, China EX-23.1 6 h04425a3exv23w1.htm EX-23.1] [JINCHENG TONGDA & NEAL LAW FIRM Sky-mobi Limited Re: Sky-mobi Limited Public Offering December 7, 2010 Dear Sirs, PRC We are lawyers duly licensed in the Peoples 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]
