[SCHEDULE 14A INFORMATION x o Check the appropriate box: x Preliminary Proxy Statement o o Definitive Proxy Statement o Definitive Additional Materials o Cleantech Solutions International, Inc. N.A. Payment of Filing Fee (Check the appropriate box): x No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities]
[þ U.S. GAAP International Financial Reporting Standards as issued ¨ by the International Accounting Standards Board ¨ Other ¨ ¨ ¨ þ Page INTRODUCTION 1 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 27 ITEM 4A.] [LIST OF SUBSIDIARIES Mindray (UK) Limited, incorporated in the United Kingdom Mindray Research and Development Limited, incorporated in the British Virgin Islands Mindray Global Limited, incorporated in the British Virgin Islands Shenzhen Mindray Bio-Medical Electronics Co., Ltd., incorporated in the Peoples Republic of China Beijing Shen Mindray Medical Electronics Technology Research Institute Co., Ltd., incorporated] [CERTIFICATION I, Xu Hang, certify that: 1. I have reviewed this annual report on Form 20-F of Mindray Medical International Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION I, Li Xiting, certify that: 1. I have reviewed this annual report on Form 20-F of Mindray Medical International Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION I, Alex Lung, certify that: 1. I have reviewed this annual report on Form 20-F of Mindray Medical International Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION Xu Hang Chairman and Co-Chief Executive Officer Li Xiting Director, President and Co-Chief Executive Officer Alex Lung Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-178896) of Mindray Medical International Limited of our report dated April 30, 2012 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. We also consent to]
[þ U.S. GAAP International Financial Reporting Standards as issued ¨ by the International Accounting Standards Board ¨ Other ¨ ¨ ¨ þ Page INTRODUCTION 1 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 27 ITEM 4A.] [LIST OF SUBSIDIARIES Mindray (UK) Limited, incorporated in the United Kingdom Mindray Research and Development Limited, incorporated in the British Virgin Islands Mindray Global Limited, incorporated in the British Virgin Islands Shenzhen Mindray Bio-Medical Electronics Co., Ltd., incorporated in the Peoples Republic of China Beijing Shen Mindray Medical Electronics Technology Research Institute Co., Ltd., incorporated] [CERTIFICATION I, Xu Hang, certify that: 1. I have reviewed this annual report on Form 20-F of Mindray Medical International Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION I, Li Xiting, certify that: 1. I have reviewed this annual report on Form 20-F of Mindray Medical International Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION I, Alex Lung, certify that: 1. I have reviewed this annual report on Form 20-F of Mindray Medical International Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION Xu Hang Chairman and Co-Chief Executive Officer Li Xiting Director, President and Co-Chief Executive Officer Alex Lung Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-178896) of Mindray Medical International Limited of our report dated April 30, 2012 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. We also consent to]
[Execution Version CONVERTIBLE NOTE PURCHASE among CHINA CORD BLOOD CORPORATION and KKR CHINA HEALTHCARE INVESTMENT LIMITED Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page Section 1 2 Section 2 9 Section 3 9 Section 4 14 Section 5] [SENIOR CONVERTIBLE NOTE SECURITIES ACT CHINA CORD BLOOD CORPORATION 7% SENIOR CONVERTIBLE NOTE Original Principal Amount: US$65,000,000 Holder Principal and Issuance Date and Note Notes Other Notes Registration Rights Agreement FOR VALUE RECEIVED, China Cord Blood Corporation, an exempted company with limited liability incorporated in the Cayman Islands (the “Company”), hereby promises to pay to the order of KKR China] [EXECUTION COPY REGISTRATION RIGHTS AGREEMENT between CHINA CORD BLOOD CORPORATION and KKR CHINA HEALTHCARE INVESTMENT LIMITED April 27 Dated Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page Section 1 DEFINITIONS 1 Section 2 GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT 5 Section 3] [DIRECTOR INDEMNIFICATION AGREEMENT between CHINA CORD BLOOD CORPORATION and JULIAN J. WOLHARDT Dated April 27, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Contents Page 1. Interpretation 1 2. Indemnity 3 3. Limitations on indemnity 3 4. Company’s liability 4 5. 4] [Execution Copy INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENT Agreement KKR CHINA HEALTHCARE INVESTMENT LIMITED Investor KKR Company This INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENT, dated as of April 27, 2012 (this “ Company Indemnification Agreement KKR Indemnified Parties WHEREAS, the Company has entered into a Convertible Note Purchase Agreement dated as of April 12, 2012 (the “ KKR Director WHEREAS,] [China Cord Blood Corporation Announces Completion of $65 Million Convertible Debt Financing with KKR HONG KONG, China, April 27, 2012 China Cord Blood Corporation (NYSE: CO) (“CCBC” or “the Company”), the first and largest cord blood banking operator in China, today announced that it has successfully closed a US$65 million convertible debt financing with funds affiliated with KKR China Growth]
[Execution Version CONVERTIBLE NOTE PURCHASE among CHINA CORD BLOOD CORPORATION and KKR CHINA HEALTHCARE INVESTMENT LIMITED Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page Section 1 2 Section 2 9 Section 3 9 Section 4 14 Section 5] [SENIOR CONVERTIBLE NOTE SECURITIES ACT CHINA CORD BLOOD CORPORATION 7% SENIOR CONVERTIBLE NOTE Original Principal Amount: US$65,000,000 Holder Principal and Issuance Date and Note Notes Other Notes Registration Rights Agreement FOR VALUE RECEIVED, China Cord Blood Corporation, an exempted company with limited liability incorporated in the Cayman Islands (the “Company”), hereby promises to pay to the order of KKR China] [EXECUTION COPY REGISTRATION RIGHTS AGREEMENT between CHINA CORD BLOOD CORPORATION and KKR CHINA HEALTHCARE INVESTMENT LIMITED April 27 Dated Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page Section 1 DEFINITIONS 1 Section 2 GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT 5 Section 3] [DIRECTOR INDEMNIFICATION AGREEMENT between CHINA CORD BLOOD CORPORATION and JULIAN J. WOLHARDT Dated April 27, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Contents Page 1. Interpretation 1 2. Indemnity 3 3. Limitations on indemnity 3 4. Company’s liability 4 5. 4] [Execution Copy INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENT Agreement KKR CHINA HEALTHCARE INVESTMENT LIMITED Investor KKR Company This INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENT, dated as of April 27, 2012 (this “ Company Indemnification Agreement KKR Indemnified Parties WHEREAS, the Company has entered into a Convertible Note Purchase Agreement dated as of April 12, 2012 (the “ KKR Director WHEREAS,] [China Cord Blood Corporation Announces Completion of $65 Million Convertible Debt Financing with KKR HONG KONG, China, April 27, 2012 China Cord Blood Corporation (NYSE: CO) (“CCBC” or “the Company”), the first and largest cord blood banking operator in China, today announced that it has successfully closed a US$65 million convertible debt financing with funds affiliated with KKR China Growth]
[Press Releases Safe Harbor Statement 99.1 Press release regarding financial results for the first quarter ended March 31, 2012. CHANGYOU.COM LIMITED Alex Ho, Chief Financial Officer]
[Press Releases Safe Harbor Statement 99.1 Press release regarding financial results for the first quarter ended March 31, 2012. CHANGYOU.COM LIMITED Alex Ho, Chief Financial Officer]
[1 Conventions 1 PART I 2 Item 1. Identity of Directors, Senior Management and Advisors 2 Item 2. Offer Statistics And Expected Timetable 2 Item 3. Key Information 2 Item 4. Information of the Company 32 Item 4A. Unresolved Staff Comments 63 Item 5. Operating and Financial Review and Prospects 63 Item 6. Directors, Senior Management and Employees 84 Item] [Guangdong Mingyang Wind Power Group CO., LTD. Wind Turbine Supply Contract Contract No.: MY20111230 Buyer (Party A): Guangdong Mingyang Wind Power Group CO., LTD. Supplier (Party B): Inner Mongolia Mingyang Wind Power Equipment CO., LTD. 1. Product name, specification and model, quantity, unit price and amount: Product Name Specification Unit Quantity Unit Price Total Amount Wind turbine MY1.5 Set 33] [Inner Mongolia Mingyang Wind Power Equipment Co., Ltd Application for Loan To: Guangdong Mingyang Wind Power Industry Group Co., Ltd: The construction of the facility of Inner Mongolia Mingyang Wind Power Equipment Co., Ltd is under way as scheduled. The land of the plant has been granted. However, Inner Mongolia Mingyang Wind Power Equipment Co., Ltd has run short of] [Subrogation Agreement Transferor (hereinafter referred to as Part A): Zhongshan Mingyang Electrical Appliance Co., LTD. Location: Daling Administration Zone, Torch Development Park, Zhongshan, Guangdong Transferee (hereinafter referred to as Party B): Guangdong Mingyang Wind Power Industry Group Co., LTD. Location: Mingyang Industrial Park, Jianye Road, Torch Development Zone, Zhongshan, Guangdong Province WHEREAS, Party B being actual executor of the Inner] [Subrogation Agreement Transferor (hereinafter referred to as Part A): Zhongshan Mingyang Electrical Appliance Co., LTD. Location: Daling Administration Zone, Torch Development Park, Zhongshan, Guangdong Transferee (hereinafter referred to as Party B): Guangdong Mingyang Wind Power Industry Group Co., LTD. Location: Mingyang Industrial Park, Jianye Road, Torch Development Zone, Zhongshan, Guangdong Province WHEREAS, Party B being actual executor of the Inner] [ First Base Investment Limited (incorporated in Hong Kong) KeyCorp Limited (incorporated in Hong Kong) Sky Trillion Limited (incorporated in the British Virgin Islands) King Venture Limited (incorporated in Hong Kong) Tech Sino Limited (incorporated in Hong Kong) Asiatech Holdings Limited (incorporated in Hong Kong) Rich Wind Energy Two Corp. (incorporated in the British] [Certification by the Chief Executive Officer I, Chuanwei Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of China Ming Yang Wind Power Group Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [Certification by the Chief Financial Officer I, Manfred Loong, certify that: 1. I have reviewed this annual report on Form 20-F of China Ming Yang Wind Power Group Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Chuanwei Zhang Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Manfred Loong Chief Financial Officer]
[1 Conventions 1 PART I 2 Item 1. Identity of Directors, Senior Management and Advisors 2 Item 2. Offer Statistics And Expected Timetable 2 Item 3. Key Information 2 Item 4. Information of the Company 32 Item 4A. Unresolved Staff Comments 63 Item 5. Operating and Financial Review and Prospects 63 Item 6. Directors, Senior Management and Employees 84 Item] [Guangdong Mingyang Wind Power Group CO., LTD. Wind Turbine Supply Contract Contract No.: MY20111230 Buyer (Party A): Guangdong Mingyang Wind Power Group CO., LTD. Supplier (Party B): Inner Mongolia Mingyang Wind Power Equipment CO., LTD. 1. Product name, specification and model, quantity, unit price and amount: Product Name Specification Unit Quantity Unit Price Total Amount Wind turbine MY1.5 Set 33] [Inner Mongolia Mingyang Wind Power Equipment Co., Ltd Application for Loan To: Guangdong Mingyang Wind Power Industry Group Co., Ltd: The construction of the facility of Inner Mongolia Mingyang Wind Power Equipment Co., Ltd is under way as scheduled. The land of the plant has been granted. However, Inner Mongolia Mingyang Wind Power Equipment Co., Ltd has run short of] [Subrogation Agreement Transferor (hereinafter referred to as Part A): Zhongshan Mingyang Electrical Appliance Co., LTD. Location: Daling Administration Zone, Torch Development Park, Zhongshan, Guangdong Transferee (hereinafter referred to as Party B): Guangdong Mingyang Wind Power Industry Group Co., LTD. Location: Mingyang Industrial Park, Jianye Road, Torch Development Zone, Zhongshan, Guangdong Province WHEREAS, Party B being actual executor of the Inner] [Subrogation Agreement Transferor (hereinafter referred to as Part A): Zhongshan Mingyang Electrical Appliance Co., LTD. Location: Daling Administration Zone, Torch Development Park, Zhongshan, Guangdong Transferee (hereinafter referred to as Party B): Guangdong Mingyang Wind Power Industry Group Co., LTD. Location: Mingyang Industrial Park, Jianye Road, Torch Development Zone, Zhongshan, Guangdong Province WHEREAS, Party B being actual executor of the Inner] [ First Base Investment Limited (incorporated in Hong Kong) KeyCorp Limited (incorporated in Hong Kong) Sky Trillion Limited (incorporated in the British Virgin Islands) King Venture Limited (incorporated in Hong Kong) Tech Sino Limited (incorporated in Hong Kong) Asiatech Holdings Limited (incorporated in Hong Kong) Rich Wind Energy Two Corp. (incorporated in the British] [Certification by the Chief Executive Officer I, Chuanwei Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of China Ming Yang Wind Power Group Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [Certification by the Chief Financial Officer I, Manfred Loong, certify that: 1. I have reviewed this annual report on Form 20-F of China Ming Yang Wind Power Group Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Chuanwei Zhang Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Manfred Loong Chief Financial Officer]
[INTRODUCTION 1 2 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 3] [Loan Contract for Fixed Assets JDC2011003 No.: Borrower Xinjiang Daqo New Energy Co., Ltd 650000410003977 Business License No.: Guangfu Xu Legal Representative/Person in Charge: No. 2-13, 37 Bei Si Rd (E), 56 Residential Quarters, Shihezi Economic Development Zone, Xinjiang Domicile: 832000 Post code: Bank of China, Bei Er Rd Sub-branch, 108217634297 Account-opening financial institution and A/C: 0993-2706022 0993-2706022 Tel: Lender] [Contract No.: Wan Zhou Sub-branch Year 2011 Gong Gu Dai Zi No. 2901012011100666 Loan Contract for Fixed Assets Chongqing Daqo New Energy Co., Ltd Borrower: Chongqing Rural Commercial Bank 1 Dear client: With an aim to safeguard your interests, please carefully read the following notes before executing this Contract: 1 You have read all the terms hereof and are aware] [JIANYUYINTUANDUANQI[2011]001 SYNDICATED LOAN AGREEMENT IN AMOUNT OF RMB200,000,000 Among Chongqing Daqo New Energy Co., Ltd. As the Borrower China Construction Bank, Chongqing Branch As the Lead Manager China Construction Bank, Wanzhou Branch China Everbright Bank, Chongqing Branch As the Lenders And China Construction Bank, Wanzhou Branch As the Agent Bank Dated: March 1, 2011 This AGREEMENT, dated March 1, 2011,] [FIXED ASSETS LOAN AGREEMENT Huaxia Bank 1 FIXED ASSETS LOAN AGREEMENT LQ09102011110085 No.: Chongqing Daqo New Energy Co., Ltd. Party A (the Borrower): Xian Jia Village, Longdu, Wanzhou District, Chongqing, China Domicile: 404000 Guangfu Xu Post code: 023-64866606 023-64866688 Tel: Construction Bank Wanzhou Branch Bank of principal account: Account No.: Huaxia Bank, Wanzhou Branch Party B (the Lender): No. 318] [FIXED ASSETS LOAN AGREEMENT Huaxia Bank 1 FIXED ASSETS LOAN AGREEMENT LQ09102011110090 No.: Chongqing Daqo New Energy Co., Ltd. Party A (the Borrower): Xian Jia Village, Longdu, Wanzhou District, Chongqing, China Domicile: 404000 Post code: Guangfu Xu Legal representative: 023-64866606 Tel: 023-64866688 Fax: Construction Bank Wanzhou Branch Bank of principal account: Account No.: Huaxia Bank, Wanzhou Branch Party B (the] [High-voltage Electricity Supply Agreement Agreement No.: 316001870302 Supplier: Chongqing Electricity Company Wanzhou Supply Bureau Consumer: Chongqing Daqo New Energy Co., Ltd. Signing Place: No. 200, Baoshan Road, Shuanghekou, Wanzhou District 1 NOW THEREFORE, Chapter 1 Basic Situations of Electricity Supply and Consumption Article 1. Address of Electricity Consumption Address of electricity consumption of electricity consumer: No. 666, Huagong Avenue, Wanzhou] [File No.: CGYXGQ2011-005 Natural Gas Supply and Use Agreement Supplier User 1 Chongqing Chuangang Gas Company Supplier Chongqing Daqo New Energy Co., Ltd. User gas Agreement This Agreement is entered into by and between NOW THEREFORE Chapter 1 Definitions Contracted Gas Volume: refers to the Annual Gas Supply, Monthly Gas Supply and Daily Gas Supply as agreed by both parties] [List of Subsidiaries Subsidiaries: Jurisdiction of Incorporation : Chongqing Daqo New Energy Co., Ltd. Peoples Republic of China Nanjing Daqo New Energy Co., Ltd. Peoples Republic of China Daqo Solar Energy North America Xinjiang Daqo New Energy Co., Ltd. Peoples Republic of China Dago New Energy Holdings (Canada) Ltd. Ontario, Canada Variable Interest Entity: Daqo New Material Co. Ltd. Peoples] [I, Gongda Yao, certify that: 1. I have reviewed this annual report on Form 20-F of Daqo, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [Certification by the Principal Financial Officer I, Bing Sun, certify that: 1. I have reviewed this annual report on Form 20-F of Daqo, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-172234 on Form S-8 of our reports dated April 30, 2012 relating to the consolidated financial statements and the financial statement schedule of Daqo New Energy Corp. and its subsidiaries and variable interest entity, and the effectiveness of Daqo New Energy]
