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] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF NOAH HOLDINGS LIMITED Adopted by a Special Resolution passed on October 26, 2010 and effective conditional and immediately upon the completion of the Company’s initial public offering of shares represented by American Depositary Shares 1. The name of the] [NOAH HOLDINGS LIMITED INCORPORATED IN THE CAYMAN ISLANDS UNDER THE COMPANIES LAW CAPITAL OF : This Certifies that Of is the registered shareholder of Ordinary Shares fully paid and non-assessable, subject to the Memorandum and Articles of Association of the Company, and transferable only on the books of the Company by the holder hereof in person or by Attorney upon] [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: ADS Record Date Section 1.1 “ 1 Affiliate Section 1.2 “] [Our ref RDS\658613\4048757v6 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Noah Holdings Limited 6th Floor, Times Finance Center No. 68 Middle Yincheng Road Pudong, Shanghai 200120, People’s Republic of China 27 October 2010 Dear Sirs Noah Holdings Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Noah Holdings Limited (the “ 1 Documents Reviewed] [NOAH HOLDINGS LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Noah Holdings 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] [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, EX-23.7 8 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, EX-23.8 9 dex238.htm CONSENT OF SHUANG CHEN TO BECOME A DIRECTOR]

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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 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 underwriters] [THEMPANIES LAW (2010 REVISION) STYLE="font-family:Times New Roman" SIZE="2"> OF THEYMAN ISLANDSMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OFSOCIATION STYLE="font-family:Times New Roman" SIZE="2"> OF NOAHS LIMITED STYLE="font-family:Times New Roman" SIZE="2">Adopted by aecial Resolution passed on October26, 2010 and effectivenditional and immediately upon thempletion of thempanys initial public offering of] [NOAHS LIMITED STYLE="font-family:Times New Roman" SIZE="2">ORPORATED IN THEYMAN ISLANDS UNDER THEMPANIES LAWPITAL OF : This Certifies that Of is the registered shareholder of Ordinary Shares fully paid and non-assessable, STYLE="font-family:Times New Roman" SIZE="2">subject to the Memorandum and Articles ofsociation of thempany, and transferable only on the books of thempany by the] [DEPOSITREEMENT STYLE="font-family:Times New Roman" SIZE="2"> by and among NOAHS LIMITED STYLE="font-family:Times New Roman" SIZE="2">AND CITIBANK, Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDERTEted of [ DEPOSITREEMENT DEPOSITREEMENT [DATE] W I T N E S S E T HT H A T:] [Our ref RDS\658613\4048757v6 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Noahs Limited 6th Floor, Times Finance Center No.68 Middle Yincheng Road Pudong, Shanghai 200120, Peoples Republic of China 27October 2010 STYLE="font-family:Times New Roman" SIZE="2">Dear Sirs Noahs Limitedmpany Registration StatementSs Shares STYLE="font-family:Times New Roman" SIZE="2">We have actedyman Islands legalvisers to Noahs Limited (the] [NOAHS LIMITED STYLE="font-family:Times New Roman" SIZE="2"> 2010 SHAREENTIVE PLAN ARTICLE 1 PURPOSE Planmpany The purpose of the Noahs Limited 2010 Shareentive Plan (the ARTICLE 2 DEFINITIONS ANDNSTRUCTION STYLE="font-family:Times New Roman" SIZE="2">Wherever the following terms are used in the Plan they shall have the meaningsecified below, unless thentext clearly indicates otherwise. The singular pronoun shalllude the] [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,NSENT OF MAY YIHONG WU TO BECOME A DIRECTOR dex237.htm 8 EX-23.7] [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,NSENT OF SHUANG CHEN TO BECOME A DIRECTOR dex238.htm 9 EX-23.8]

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GAGA [Le Gaga] F-1/A: (Original Filing)

[] [LE GAGA HOLDINGS LIMITED (a Cayman Islands exempted limited liability company) 10,871,599 American Depositary Shares UNDERWRITING AGREEMENT • Dated: [ Le Gaga Holdings Limited (a Cayman Islands exempted limited liability company) 10,871,599 American Depositary Shares Each Representing fifty Ordinary Shares (Par Value US$0.01 Per Ordinary Share) UNDERWRITING AGREEMENT • [ Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park]

By | 2016-03-20T20:11:47+00:00 October 26th, 2010|Categories: Chinese Stocks, GAGA, SEC Original|Tags: , , , , , |0 Comments

GAGA [Le Gaga] F-1/A:

[] [LE GAGA HOLDINGS LIMITED (a Cayman Islands exempted limited liability company) 10,871,599 American Depositary Shares UNDERWRITING AGREEMENT • Dated: [ Le Gaga Holdings Limited (a Cayman Islands exempted limited liability company) 10,871,599 American Depositary Shares Each Representing fifty Ordinary Shares (Par Value US$0.01 Per Ordinary Share) UNDERWRITING AGREEMENT • [ Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park]

By | 2016-03-20T20:12:43+00:00 October 26th, 2010|Categories: Chinese Stocks, GAGA, Webplus ver|Tags: , , , , , |0 Comments

MCOX [Mecox Lane] F-1/A: (Original Filing)

[Subject to Completion Preliminary Prospectus Dated October 25, 2010 11,742,857 American Depositary Shares Mecox Lane Limited Representing 82,199,999 Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Mecox Lane Limited. We are offering 9,428,572 ADSs, and the selling shareholders disclosed in this prospectus are offering an additional 2,314,285 ADSs. Each ADS represents seven ordinary] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 4 to Registration Statement No. 333-169796 of our report dated September 21, 2010 relating to the financial statements and financial statement schedule of Mecox Lane Limited appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to]

MCOX [Mecox Lane] F-1/A: Subject to Completion Preliminary Prospectus Dated October 25,

[Subject to Completion Preliminary Prospectus Dated October 25, 2010 11,742,857 American Depositary Shares Mecox Lane Limited Representing 82,199,999 Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Mecox Lane Limited. We are offering 9,428,572 ADSs, and the selling shareholders disclosed in this prospectus are offering an additional 2,314,285 ADSs. Each ADS represents seven ordinary] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 4 to Registration Statement No. 333-169796 of our report dated September 21, 2010 relating to the financial statements and financial statement schedule of Mecox Lane Limited appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to]

MCOX [Mecox Lane] F-1/A: Subject to Completion Preliminary Prospectus Dated October 22,

[Subject to Completion Preliminary Prospectus Dated October 22, 2010 11,742,857 American Depositary Shares Mecox Lane Limited Representing 82,199,999 Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Mecox Lane Limited. We are offering 9,428,572 ADSs, and the selling shareholders disclosed in this prospectus are offering an additional 2,314,285 ADSs. Each ADS represents seven ordinary] [September 28, 2010 To: Mecox Lane Limited 22nd Floor, Gems Tower Building 20, No. 487, Tianlin Road Shanghai 200233, China Re: Letter of Undertaking Dear Sirs: We hereby agree, undertake and covenant that, for a period (the “Waiver Period”) beginning on the date hereof and ending on, and including, the first anniversary of the closing date of the Company’s initial] [CONVERSION NOTICE To: MECOX LANE LIMITED (the “Company”) Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the currently effective Memorandum and Articles of Association of the Company. MAXPRO HOLDINGS LIMITED Neil Nanpeng Shen Authorized Representative EX-10.55 3 dex1055.htm CONVERSION NOTICE, DATED AS OF OCTOBER 1, 2010] [CONVERSION NOTICE To: MECOX LANE LIMITED (the “Company”) Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the currently effective Memorandum and Articles of Association of the Company. EVER KEEN HOLDINGS LIMITED Neil Nanpeng Shen Authorized Representative EX-10.56 4 dex1056.htm CONVERSION NOTICE, DATED AS OF OCTOBER 1, 2010] [CONVERSION NOTICE To: MECOX LANE LIMITED (the “Company”) Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the currently effective Memorandum and Articles of Association of the Company. PEAK CAPITAL PARTNERS I, L.P. John J. Ying Authorized Representative EX-10.57 5 dex1057.htm CONVERSION NOTICE, DATED AS OF OCTOBER 1, 2010] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 3 to Registration Statement No. 333-169796 of our report dated September 21, 2010 relating to the financial statements and financial statement schedule of Mecox Lane Limited appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to]

MCOX [Mecox Lane] F-1/A:

[] [DRAFT October 20, 2010 ECOX ANE IMITED M — [ — Each Representing [ NDERWRITING GREEMENT U [pricing date] NDERWRITING GREEMENT U [pricing date] UBS AG 52/F, Two International Finance Centre 8 Finance Street Central, Hong Kong and Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 Schedule A as Representatives of the several Underwriters named in] [Name of Company: MECOX LANE LIMITED MECOX LANE LIMITED Number: Number Ordinary Share(s) - [no. of shares] - Incorporated under the laws of the Cayman Islands Ordinary Share(s): US$1,000,000 10,000,000,000 Ordinary Shares US$0.0001 Share capital is - [no. of shares] - Issued to: [name of shareholder] [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT Dated Transferred from:]

XUE [Xueda Education] F-1/A: (Original Filing)

[AMENDMENT No. 1 FORM F-1 REGISTRATION STATEMENT Xueda Education Group Cayman Islands 8200 Not Applicable A-4 Xibahe Beili Law Debenture Corporate Services Inc. (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Leiming Chen Approximate date of commencement of proposed sale to the public: o o o o CALCULATION OF REGISTRATION FEE Title of Each] [NAME AND ADDRESS DISTINCATIVE NUMBERS OF SHAREHOLDER CERTIFICATE NUMBER FROM TO PAR VALUE PER SHARE] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Xueda Education Group, an exempted company incorporated in the Cayman Islands (the “ (2) Purchaser Party Parties WP X Investments IV Ltd., an exempted company incorporated in the Cayman Islands (the “ W I T N E S S E T H WHEREAS Registration Statement SEC Offering ADS Ordinary Shares] [INVESTOR AND REGISTRATION RIGHTS AGREEMENT Agreement THIS INVESTOR REGISTRATION RIGHTS AGREEMENT (this “ (1) Company Xueda Education Group, a company incorporated in the Cayman Islands (the “ (2) Investor WP X Investments IV Ltd. (the “ Parties Party The parties listed above are referred to herein collectively as “ RECITALS A. Subscription Agreement The Company and the Investor have entered] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 1 to Registration Statement No. 333-169971 of our report dated July 29, 2010, except for notes 20 and 21, as to which the date is September 10, 2010, relating to the consolidated financial statements of Xueda Education Group as of and for the years] [October 19, 2010 Xueda Education Group A-4 Xibahe Beili Chaoyang District Beijing 1000028 People’s Republic of China Ladies and Gentlemen: Sincerely, 2 EX-23.8 6 a2200533zex-23_8.htm EX-23.8]

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XUE [Xueda Education] F-1/A: AMENDMENT No. 1 FORM F-1 REGISTRATION STATEMENT Xueda

[AMENDMENT No. 1 FORM F-1 REGISTRATION STATEMENT Xueda Education Group Cayman Islands 8200 Not Applicable A-4 Xibahe Beili Law Debenture Corporate Services Inc. (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Leiming Chen Approximate date of commencement of proposed sale to the public: o o o o CALCULATION OF REGISTRATION FEE Title of Each] [NAME AND ADDRESS DISTINCATIVE NUMBERS OF SHAREHOLDER CERTIFICATE NUMBER FROM TO PAR VALUE PER SHARE] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Xueda Education Group, an exempted company incorporated in the Cayman Islands (the “ (2) Purchaser Party Parties WP X Investments IV Ltd., an exempted company incorporated in the Cayman Islands (the “ W I T N E S S E T H WHEREAS Registration Statement SEC Offering ADS Ordinary Shares] [INVESTOR AND REGISTRATION RIGHTS AGREEMENT Agreement THIS INVESTOR REGISTRATION RIGHTS AGREEMENT (this “ (1) Company Xueda Education Group, a company incorporated in the Cayman Islands (the “ (2) Investor WP X Investments IV Ltd. (the “ Parties Party The parties listed above are referred to herein collectively as “ RECITALS A. Subscription Agreement The Company and the Investor have entered] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 1 to Registration Statement No. 333-169971 of our report dated July 29, 2010, except for notes 20 and 21, as to which the date is September 10, 2010, relating to the consolidated financial statements of Xueda Education Group as of and for the years] [October 19, 2010 Xueda Education Group A-4 Xibahe Beili Chaoyang District Beijing 1000028 People’s Republic of China Ladies and Gentlemen: Sincerely, 2 EX-23.8 6 a2200533zex-23_8.htm EX-23.8]

By | 2016-03-18T12:25:09+00:00 October 20th, 2010|Categories: Chinese Stocks, Webplus ver, XUE|Tags: , , , , , |0 Comments
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