NOAH [Noahs] F-1/A: (Original Filing)

[Subject to Completion Preliminary Prospectus PROSPECTUS 8,400,000 American Depositary Shares NOAH HOLDINGS LIMITED Representing 4,200,000 Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Noah Holdings Limited. We are selling 8,400,000 ADSs. Two ADSs represent one ordinary share, par value $0.0005 per share. We have granted the underwriters an option to purchase up to] [NOAH HOLDINGS LIMITED 8,400,000 American Depositary Shares Representing 4,200,000 Ordinary Shares, par value $0.0005 per share FORM OF UNDERWRITING AGREEMENT — November [ J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10179 U.S.A. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 U.S.A. As Representatives of the several Underwriters listed] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated July 26, 2010 relating to the financial statements and financial statement schedule of Noah Holdings Limited appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the]

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NOAH [Noahs] F-1/A: (Original Filing)

[Subject tompletion Preliminary Prospectus STYLE="font-family:Times New Roman" SIZE="2"LOR="#cc062a"> PROSPECTUS 8,400,000 American Depositary Shares STYLE="font-family:Times New Roman" SIZE="5"> NOAHS LIMITED Representing 4,200,000 Ordinary Shares This is the initial public offering of American depositary shares, orSs, of Noahs Limited. We are selling 8,400,000Ss. TwoSs represent one ordinary share, par value $0.0005 per share. We have granted the] [NOAHS LIMITED STYLE="font-family:Times New Roman" SIZE="2">8,400,000 American Depositary Shares Representing 4,200,000 Ordinary Shares, par value $0.0005 per share FORM OF UNDERWRITINGREEMENT November [ STYLE="font-family:Times New Roman" SIZE="2">J.P. MORGAN SECURITIES 383 Madison Avenue New York, New York 10179 U.S.A. and MERRILL LYNCH, PIERCE, FENNER& SMITHORPORATED One Bryant Park] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM STYLE="font-family:Times New Roman" SIZE="2">Wensent to the use in this Registration Statement on Form F-1 of our reportted July26, 2010 relating to the financial statements and financial statementhedule of Noahs Limited appearing in the Prospectus, which is part of this Registration Statement.]

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NOAH [Noahs] F-1/A: (Original Filing)

[Subject to Completion Preliminary Prospectus Dated October 27, 2010 PROSPECTUS 8,400,000 American Depositary Shares NOAH HOLDINGS LIMITED Representing 4,200,000 Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Noah Holdings Limited. We are selling 8,400,000 ADSs. Two ADSs represent one ordinary share, par value $0.0005 per share. We have granted the underwriters an option] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated July 26, 2010 relating to the financial statements and financial statement schedule of Noah Holdings Limited appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the] [Consent of Person Named to Become a Director Noah Holdings Limited 6th Floor, Times Finance Center No. 68 Middle Yincheng Road Pudong, Shanghai 200120 People’s Republic of China Ladies and Gentlemen: Sincerely yours, October 27, 2010 EX-23.7 3 dex237.htm CONSENT OF MAY YIHONG WU TO BECOME A DIRECTOR] [Consent of Person Named to Become a Director Noah Holdings Limited 6th Floor, Times Finance Center No. 68 Middle Yincheng Road Pudong, Shanghai 200120 People’s Republic of China Ladies and Gentlemen: Sincerely yours, October 27, 2010 EX-23.8 4 dex238.htm CONSENT OF SHUANG CHEN TO BECOME A DIRECTOR]

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NOAH [Noahs] F-1/A: Subject to Completion Preliminary Prospectus Dated October 27,

[Subject to Completion Preliminary Prospectus Dated October 27, 2010 PROSPECTUS 8,400,000 American Depositary Shares NOAH HOLDINGS LIMITED Representing 4,200,000 Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Noah Holdings Limited. We are selling 8,400,000 ADSs. Two ADSs represent one ordinary share, par value $0.0005 per share. We have granted the underwriters an option] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated July 26, 2010 relating to the financial statements and financial statement schedule of Noah Holdings Limited appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the] [Consent of Person Named to Become a Director Noah Holdings Limited 6th Floor, Times Finance Center No. 68 Middle Yincheng Road Pudong, Shanghai 200120 People’s Republic of China Ladies and Gentlemen: Sincerely yours, October 27, 2010 EX-23.7 3 dex237.htm CONSENT OF MAY YIHONG WU TO BECOME A DIRECTOR] [Consent of Person Named to Become a Director Noah Holdings Limited 6th Floor, Times Finance Center No. 68 Middle Yincheng Road Pudong, Shanghai 200120 People’s Republic of China Ladies and Gentlemen: Sincerely yours, October 27, 2010 EX-23.8 4 dex238.htm CONSENT OF SHUANG CHEN TO BECOME A DIRECTOR]

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NOAH [Noahs] F-1/A: Subject tompletion Preliminary Prospectusted October 27, 2010 STYLE=”font-family:Times

[Subject tompletion Preliminary Prospectusted October 27, 2010 STYLE="font-family:Times New Roman" SIZE="2"LOR="#cc062a"> PROSPECTUS 8,400,000 American Depositary Shares STYLE="font-family:Times New Roman" SIZE="5"> NOAHS LIMITED Representing 4,200,000 Ordinary Shares This is the initial public offering of American depositary shares, orSs, of Noahs Limited. We are selling 8,400,000Ss. TwoSs represent one ordinary share, par value $0.0005 per share. We] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM STYLE="font-family:Times New Roman" SIZE="2">Wensent to the use in this Registration Statement on Form F-1 of our reportted July26, 2010 relating to the financial statements and financial statementhedule of Noahs Limited appearing in the Prospectus, which is part of this Registration Statement.] [Consent of Person Named to Become a Director STYLE="font-family:Times New Roman" SIZE="2">Noahs Limited 6th Floor, Times Finance Center No.68 Middle Yincheng Road Pudong, Shanghai 200120 Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">Ladies and Gentlemen: Sincerely yours, October 27, 2010NSENT OF MAY YIHONG WU TO BECOME A DIRECTOR dex237.htm] [Consent of Person Named to Become a Director STYLE="font-family:Times New Roman" SIZE="2">Noahs Limited 6th Floor, Times Finance Center No.68 Middle Yincheng Road Pudong, Shanghai 200120 Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">Ladies and Gentlemen: Sincerely yours, October 27, 2010NSENT OF SHUANG CHEN TO BECOME A DIRECTOR dex238.htm 4]

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BITA [BITAUTO] F-1/A:

[] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT [DATE] W I T N E S S E T H T H A T WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE ARTICLE I DEFINITIONS All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: Section 1.1 “ ADS Record Date ” 1 Section 1.2 “] [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 October 28, 2010, in the Registration Statement (Form F-1) and related Prospectus of Bitauto Holdings Limited for the registration of its ordinary shares. Beijing, People’s Republic of China November 3, 2010 EX-23.1 3]

NOAH [Noahs] F-1/A: (Original Filing)

[Subject tompletion Preliminary Prospectusted October 27, 2010 STYLE="font-family:Times New Roman" SIZE="2"LOR="#cc062a"> PROSPECTUS 8,400,000 American Depositary Shares STYLE="font-family:Times New Roman" SIZE="5"> NOAHS LIMITED Representing 4,200,000 Ordinary Shares This is the initial public offering of American depositary shares, orSs, of Noahs Limited. We are selling 8,400,000Ss. TwoSs represent one ordinary share, par value $0.0005 per share. We] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM STYLE="font-family:Times New Roman" SIZE="2">Wensent to the use in this Registration Statement on Form F-1 of our reportted July26, 2010 relating to the financial statements and financial statementhedule of Noahs Limited appearing in the Prospectus, which is part of this Registration Statement.] [Consent of Person Named to Become a Director STYLE="font-family:Times New Roman" SIZE="2">Noahs Limited 6th Floor, Times Finance Center No.68 Middle Yincheng Road Pudong, Shanghai 200120 Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">Ladies and Gentlemen: Sincerely yours, October 27, 2010NSENT OF MAY YIHONG WU TO BECOME A DIRECTOR dex237.htm] [Consent of Person Named to Become a Director STYLE="font-family:Times New Roman" SIZE="2">Noahs Limited 6th Floor, Times Finance Center No.68 Middle Yincheng Road Pudong, Shanghai 200120 Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">Ladies and Gentlemen: Sincerely yours, October 27, 2010NSENT OF SHUANG CHEN TO BECOME A DIRECTOR dex238.htm 4]

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BITA [BITAUTO] F-1/A: (Original Filing)

[] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT [DATE] W I T N E S S E T H T H A T WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE ARTICLE I DEFINITIONS All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: Section 1.1 “ ADS Record Date ” 1 Section 1.2 “] [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 October 28, 2010, in the Registration Statement (Form F-1) and related Prospectus of Bitauto Holdings Limited for the registration of its ordinary shares. Beijing, People’s Republic of China November 3, 2010 EX-23.1 3]

OSN [Ossen Innovation] F-1/A: (Original Filing)

[Amendment No. 2 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] [Withers BVI ____________, 2010 Ossen Innovation Co. Ltd Floor 17, 518 Shangcheng Road Shanghai 200120 People's Republic of China Dear Sirs Ossen Innovation Co. Ltd Company Registration Statement IPO Ordinary Shares We have acted as counsel as to British Virgin Islands law to Ossen Innovation Co. Ltd (the ' 1. Documents Reviewed For the purpose of this opinion, we have] [KRAMER LEVIN NAFTALIS & FRANKEL _____________, 2010 Ossen Innovation Co. Ltd. 518 Shangehung Road Floor 17 Shanghai 200120 Peoples Republic of China Ladies and Gentlemen: “Taxation – U.S. Federal Income Taxation” 1177 Avenue of the Americas New York NY 10036-2714 Phone 212.715.9100 Fax 212.715.8000 www.kramerlevin.com also at 47 Avenue Hoche 75008 Paris France Taxation – U.S. Federal Income Taxation” We] [EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective this 26th day of _October__ 2010 (the “Effective Date”), between Ossen Innovation Co. Ltd., a British Virgin Islands company with its principal place of business located at 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China (the “Company”), and Yilun Jin,(the “Executive”). WHEREAS, the Company desires to employ the] [Purchase Contract with Jiangyin Runde Logistics Co., Ltd. Jan. 5, 2010 Jiangyin 201001050008 Time of Execution: I. Name, Model, Quantity, Amount and Notes of Product name Specification & model unit quantity Unit price Price(Yuan) notes Wire Rod 13mm ton 4000 4105 164,200,000 1. Payment against delivery (82B)] [Purchase Contract with Jiangsu Shagang Group Co., Ltd Jan. 01,2010 Shagang Time of Execution: I. Name, Model, Quantity, Amount and Notes of Product name Brand Specification & model unit quantity Unit price Total Price notes Wire Rod Shagang] [INDEPENDENT REGISTERED ACCOUNTING FIRM CONSENT We consent to the use of this Registration Statement on Form F-1, amendment No. 2, 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 Letter of Consent October 8, 2010 We, Institute of Quantitative & Technical Economics, Chinese Academy of Social Sciences, hereby authorize Ossen Innovation Co., Ltd. to use the Industry Report on Chinese Pre-stressed Material Market developed by Mr. Liu Qiang, a research staff of our institute in case of need]

OSN [Ossen Innovation] F-1/A: Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT

[Amendment No. 2 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] [Withers BVI ____________, 2010 Ossen Innovation Co. Ltd Floor 17, 518 Shangcheng Road Shanghai 200120 People's Republic of China Dear Sirs Ossen Innovation Co. Ltd Company Registration Statement IPO Ordinary Shares We have acted as counsel as to British Virgin Islands law to Ossen Innovation Co. Ltd (the ' 1. Documents Reviewed For the purpose of this opinion, we have] [KRAMER LEVIN NAFTALIS & FRANKEL _____________, 2010 Ossen Innovation Co. Ltd. 518 Shangehung Road Floor 17 Shanghai 200120 Peoples Republic of China Ladies and Gentlemen: “Taxation – U.S. Federal Income Taxation” 1177 Avenue of the Americas New York NY 10036-2714 Phone 212.715.9100 Fax 212.715.8000 www.kramerlevin.com also at 47 Avenue Hoche 75008 Paris France Taxation – U.S. Federal Income Taxation” We] [EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective this 26th day of _October__ 2010 (the “Effective Date”), between Ossen Innovation Co. Ltd., a British Virgin Islands company with its principal place of business located at 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China (the “Company”), and Yilun Jin,(the “Executive”). WHEREAS, the Company desires to employ the] [Purchase Contract with Jiangyin Runde Logistics Co., Ltd. Jan. 5, 2010 Jiangyin 201001050008 Time of Execution: I. Name, Model, Quantity, Amount and Notes of Product name Specification & model unit quantity Unit price Price(Yuan) notes Wire Rod 13mm ton 4000 4105 164,200,000 1. Payment against delivery (82B)] [Purchase Contract with Jiangsu Shagang Group Co., Ltd Jan. 01,2010 Shagang Time of Execution: I. Name, Model, Quantity, Amount and Notes of Product name Brand Specification & model unit quantity Unit price Total Price notes Wire Rod Shagang] [INDEPENDENT REGISTERED ACCOUNTING FIRM CONSENT We consent to the use of this Registration Statement on Form F-1, amendment No. 2, 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 Letter of Consent October 8, 2010 We, Institute of Quantitative & Technical Economics, Chinese Academy of Social Sciences, hereby authorize Ossen Innovation Co., Ltd. to use the Industry Report on Chinese Pre-stressed Material Market developed by Mr. Liu Qiang, a research staff of our institute in case of need]

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