F-1.A – Page 36 – China Stock Advice

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

[Subject to Completion Preliminary Prospectus Dated October 12, 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] [Our ref DLK\611736\4112997v3 Mecox Lane Limited 22nd Floor, Gems Tower, Building 20 No.487, Tianlin Road Shanghai 200233 Peoples Republic of China 12 October 2010 Dear Sirs Mecox Lane Limited Company Registration Statement Commission ADSs Shares We have acted as Cayman Islands legal advisers to Mecox Lane Limited (the 1 Documents Reviewed We have reviewed originals, copies, drafts or conformed] [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 October 12, 2010 Chicago Orange County Doha Paris Dubai Riyadh Frankfurt Rome Hamburg San Diego Hong Kong San Francisco] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 1 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]

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MCOX [Mecox Lane] F-1/A: Subject to Completion Preliminary Prospectus Dated October 12,

[Subject to Completion Preliminary Prospectus Dated October 12, 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] [Our ref DLK\611736\4112997v3 Mecox Lane Limited 22nd Floor, Gems Tower, Building 20 No.487, Tianlin Road Shanghai 200233 Peoples Republic of China 12 October 2010 Dear Sirs Mecox Lane Limited Company Registration Statement Commission ADSs Shares We have acted as Cayman Islands legal advisers to Mecox Lane Limited (the 1 Documents Reviewed We have reviewed originals, copies, drafts or conformed] [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 October 12, 2010 Chicago Orange County Doha Paris Dubai Riyadh Frankfurt Rome Hamburg San Diego Hong Kong San Francisco] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 1 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]

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XRS [TAL Education] F-1/A: (Original Filing)

[] [TAL EDUCATION GROUP CLASS A COMMON SHARES, PAR VALUE US$0.001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENT [ [ Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. International plc As representatives of the several Underwriters Ladies and Gentlemen: Company Underwriters ADSs Common Shares Firm ADSs TAL Education Group, an exempted] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED OF TAL EDUCATION GROUP (Adopted by a Special Resolution passed on 29 September 2010 and effective conditional and THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED OF TAL EDUCATION GROUP (Adopted by a Special] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 2 (g) Deposited Securities 2 (h) Direct Registration System 2 (i) Holder 2 (j) Securities Act of 1933 2 2 (l) Shares] [___, 2010 TAL Education Group Re: American Depositary Shares of TAL Education Group (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, certificates and records as we have deemed necessary or appropriate as a] [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 1, 2010, except for Note 24, as to which the date is September 29, 2010, relating to the consolidated financial statements of TAL Education Group and its subsidiaries and variable interest entities as of February 28,]

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XRS [TAL Education] F-1/A:

[] [TAL EDUCATION GROUP CLASS A COMMON SHARES, PAR VALUE US$0.001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENT [ [ Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. International plc As representatives of the several Underwriters Ladies and Gentlemen: Company Underwriters ADSs Common Shares Firm ADSs TAL Education Group, an exempted] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED OF TAL EDUCATION GROUP (Adopted by a Special Resolution passed on 29 September 2010 and effective conditional and THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED OF TAL EDUCATION GROUP (Adopted by a Special] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 2 (g) Deposited Securities 2 (h) Direct Registration System 2 (i) Holder 2 (j) Securities Act of 1933 2 2 (l) Shares] [___, 2010 TAL Education Group Re: American Depositary Shares of TAL Education Group (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, certificates and records as we have deemed necessary or appropriate as a] [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 1, 2010, except for Note 24, as to which the date is September 29, 2010, relating to the consolidated financial statements of TAL Education Group and its subsidiaries and variable interest entities as of February 28,]

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XRS [TAL Education] F-1/A: (Original Filing)

[] [TAL EDUCATION CLASS AMMON SHARES, PAR VALUE US$0.001 PER SHARE in the form of American Depositary Shares UNDERWRITINGREEMENT [ [ Credit Suisse Securities (USA)LLC and Morgan Stanley & International representatives of the several Underwriters Ladies and Gentlemen:mpany UnderwritersSsmmon Shares FirmSs TAL Education, an exemptedmpany with limited liabilityorporated under the laws of theyman Islands (the] [THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED OF TAL EDUCATION (Adopted by aecial Resolution passed on 29 September2010 and effectivenditional and THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED] [TABLE OFNTENTS Page PARTIES 1 RECITALS 1 Section1.Certain Definitions (a)ADR Register 1 (b)ADRs; Direct RegistrationRs 1 (c)ADS 1 (d)Custodian 1 (e)Deliver, execute, issue et 1 (f)Delivery Order 2 (g)Deposited Securities 2 (h)Direct Registration System 2 (i)Holder 2 (j)Securities Act of 1933 2 2 (l)Shares 2 (m)Transfer Office 2] [___, 2010 TAL Education Re: American Depositary Shares of TAL Education (thempany) Ladies and Gentlemen: Innnection with rendering the opinion set forth below, we have examined and relied on originals orpies of the following: (a) the Registration Statement; and (b) such other documents, certificates and records we have deemed necessary or appropriate a basis for] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Registration Statement on Form F-1 of our reportted July1, 2010, except for Note 24, to which thete is September29, 2010, relating to thensolidated financial statements of TAL Education and its subsidiaries and variable interest entities of February28, 2009 and 2010, and for]

By info| 2016-02-14T20:40:20+00:00 October 6th, 2010|Categories: Chinese Stocks, SEC Original, XRS|Tags: 0001499620, 2010-10-06, 8200, F-1.A, SERVICES-EDUCATIONAL SERVICES, XRS|0 Comments

XRS [TAL Education] F-1/A:

[] [TAL EDUCATION CLASS AMMON SHARES, PAR VALUE US$0.001 PER SHARE in the form of American Depositary Shares UNDERWRITINGREEMENT [ [ Credit Suisse Securities (USA)LLC and Morgan Stanley & International representatives of the several Underwriters Ladies and Gentlemen:mpany UnderwritersSsmmon Shares FirmSs TAL Education, an exemptedmpany with limited liabilityorporated under the laws of theyman Islands (the] [THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED OF TAL EDUCATION (Adopted by aecial Resolution passed on 29 September2010 and effectivenditional and THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED] [TABLE OFNTENTS Page PARTIES 1 RECITALS 1 Section1.Certain Definitions (a)ADR Register 1 (b)ADRs; Direct RegistrationRs 1 (c)ADS 1 (d)Custodian 1 (e)Deliver, execute, issue et 1 (f)Delivery Order 2 (g)Deposited Securities 2 (h)Direct Registration System 2 (i)Holder 2 (j)Securities Act of 1933 2 2 (l)Shares 2 (m)Transfer Office 2] [___, 2010 TAL Education Re: American Depositary Shares of TAL Education (thempany) Ladies and Gentlemen: Innnection with rendering the opinion set forth below, we have examined and relied on originals orpies of the following: (a) the Registration Statement; and (b) such other documents, certificates and records we have deemed necessary or appropriate a basis for] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Registration Statement on Form F-1 of our reportted July1, 2010, except for Note 24, to which thete is September29, 2010, relating to thensolidated financial statements of TAL Education and its subsidiaries and variable interest entities of February28, 2009 and 2010, and for]

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DQ [DAQO NEW ENERGY] F-1/A: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1)(2) Amount to be Proposed maximum (1) per share (1)(2) Proposed maximum Amount of Ordinary Shares, par value $0.0001 per share (3) 46,000,000 $2.50 $115,000,000 $8,199.50 (4) (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the] [Direct: +852 2801 6066 Fax: +852 2801 6767 E-mail: rthorp@thorpalberga.com To: Daqo New Energy Corp. 6 October 2010 Dear Sirs Daqo New Energy Corp. Company Commission Act Registration Statement Shares We have acted as Cayman Islands legal advisers to Daqo New Energy Corp. (the 1 Documents Reviewed For the purposes of this opinion we have reviewed originals, copies or] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 __________ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com FIRM/AFFILIATE OFFICES __________ BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON __________ BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA October 6, 2010 Daqo] [UN E AW FFICES J China Resources Building, 20th Floor Beijing 100005, P. R. China Tel.: (86-10) 8519-1300 Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com Homepage: www.junhe.com To: Daqo New Energy Corp. 666 Longdu Avenue Wanzhou, Chongqing, 404000 Peoples Republic of China Dear Sirs, PRC We are lawyers qualified in the Peoples Republic of China (the Company Registration Statement SEC Prospectus] [Polysilicon Sales and Purchase Agreement Contract No. : DQLY100712 SFBE-100712-DQ Between Chongqing Daqo New Energy Co., Ltd. (Party A) And Jiangsu Linyang Solarfun Co., Ltd. (Party B) Party A and Party B, through friendly negotiation, reached the following agreement on the purchase of solar grade polysilicon. The parties shall abide by the following terms and conditions: Article 1: Subject Matter] [Contract No. : TWNE-CG-CA10029 Polysilicon Sales and Purchase Agreement Party A: Tianwei New Energy Holdings Co., Ltd. Form of Enterprise: Limited Liability Company Registered Address: Chengdu, Sichuan Legal Representative: Ding Qiang Bank of Deposit: Shuangliu Branch, Bank of China Account No.: 841000083218091001 Tel: 028-67050187 Fax: 028-67050181 Party B: Chongqing Daqo New Energy Co., Ltd. Form of Enterprise: Limited Liability Company] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 9 to Registration Statement No. 333-164307 of our report dated August 18, 2010 relating to the consolidated financial statements and financial statement schedule of Daqo New Energy Corp., which report expresses an unqualified opinion on the consolidated financial statements and financial statement schedule and] [UN E AW FFICES J China Resources Building, 20th Floor Beijing 100005, P. R. China Tel.: (86-10) 8519-1300 Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com October 6, 2010 To: 666 Longdu Avenue Wanzhou, Chongqing 404000 Peoples Republic of China Re: Legal Opinion on Certain PRC Law Matters PRC We are lawyers qualified in the Peoples Republic of China (the Company Registration]

By info| 2016-03-02T09:28:37+00:00 October 6th, 2010|Categories: Chinese Stocks, DQ, SEC Original|Tags: 0001477641, 2010-10-06, 3674, DQ, F-1.A, SEMICONDUCTORS and RELATED DEVICES|0 Comments

DQ [DAQO NEW ENERGY] F-1/A: CALCULATION OF REGISTRATION FEE Title of each class

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1)(2) Amount to be Proposed maximum (1) per share (1)(2) Proposed maximum Amount of Ordinary Shares, par value $0.0001 per share (3) 46,000,000 $2.50 $115,000,000 $8,199.50 (4) (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the] [Direct: +852 2801 6066 Fax: +852 2801 6767 E-mail: rthorp@thorpalberga.com To: Daqo New Energy Corp. 6 October 2010 Dear Sirs Daqo New Energy Corp. Company Commission Act Registration Statement Shares We have acted as Cayman Islands legal advisers to Daqo New Energy Corp. (the 1 Documents Reviewed For the purposes of this opinion we have reviewed originals, copies or] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 __________ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com FIRM/AFFILIATE OFFICES __________ BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON __________ BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA October 6, 2010 Daqo] [UN E AW FFICES J China Resources Building, 20th Floor Beijing 100005, P. R. China Tel.: (86-10) 8519-1300 Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com Homepage: www.junhe.com To: Daqo New Energy Corp. 666 Longdu Avenue Wanzhou, Chongqing, 404000 Peoples Republic of China Dear Sirs, PRC We are lawyers qualified in the Peoples Republic of China (the Company Registration Statement SEC Prospectus] [Polysilicon Sales and Purchase Agreement Contract No. : DQLY100712 SFBE-100712-DQ Between Chongqing Daqo New Energy Co., Ltd. (Party A) And Jiangsu Linyang Solarfun Co., Ltd. (Party B) Party A and Party B, through friendly negotiation, reached the following agreement on the purchase of solar grade polysilicon. The parties shall abide by the following terms and conditions: Article 1: Subject Matter] [Contract No. : TWNE-CG-CA10029 Polysilicon Sales and Purchase Agreement Party A: Tianwei New Energy Holdings Co., Ltd. Form of Enterprise: Limited Liability Company Registered Address: Chengdu, Sichuan Legal Representative: Ding Qiang Bank of Deposit: Shuangliu Branch, Bank of China Account No.: 841000083218091001 Tel: 028-67050187 Fax: 028-67050181 Party B: Chongqing Daqo New Energy Co., Ltd. Form of Enterprise: Limited Liability Company] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 9 to Registration Statement No. 333-164307 of our report dated August 18, 2010 relating to the consolidated financial statements and financial statement schedule of Daqo New Energy Corp., which report expresses an unqualified opinion on the consolidated financial statements and financial statement schedule and] [UN E AW FFICES J China Resources Building, 20th Floor Beijing 100005, P. R. China Tel.: (86-10) 8519-1300 Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com October 6, 2010 To: 666 Longdu Avenue Wanzhou, Chongqing 404000 Peoples Republic of China Re: Legal Opinion on Certain PRC Law Matters PRC We are lawyers qualified in the Peoples Republic of China (the Company Registration]

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DQ [DAQO NEW ENERGYRP.] F-1/A: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1)(2) Amount to be Proposedmaximum (1) pershare (1)(2) Proposedmaximum Amountof Ordinary Shares, par value $0.0001 per share (3) 46,000,000 $2.50 $115,000,000 $8,199.50 (4) (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under] [Direct: +852 2801 6066 Fax: +852 2801 6767 E-mail:horp@thorpalberga.com To:qo New Energyrp. 6 October 2010 Dear Sirsqo New Energyrp.mpanymmission Act Registration Statement Shares We have actedyman Islands legalvisers toqo New Energyrp. (the 1 Documents Reviewed For the purposes of this opinion we have reviewed originals,pies or final drafts of the following documents, and such other] [KADDEN RPS LATE EAGHER LOM S 300 SOUTH GRAND AVENUE LOS ANGELES,LIFORNIA 90071-3144 __________ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com FIRM/AFFILIATE OFFICES __________ BOSTON CHICAGO HOUSTON NEW YORK PALOTONFRANCISCO WASHINGTON,D.C. WILMINGTON __________ BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SO PAULO SHANGHAI SINGAPORE SYDNEY] [UN E AW FFICES J China Resources Building, 20th Floor Beijing 100005, P. R. China Tel.: (86-10) 8519-1300 Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com Homepage: www.junhe.com To:qo New Energyrp. 666 Longdu Avenue Wanzhou, Chongqing, 404000 Peoples Republic of China Dear Sirs, We are lawyers qualified in the Peoples Republic of China (the] [Polysiliconles and Purchasereementntract No. : DQLY100712 SFBE-100712-DQ Between Chongqingqo New Energy (Party A) And Jiangsu Linyang Solarfun (Party B) Party A and Party B, through friendly negotiation, reached the followingreement on the purchase of solar grade polysilicon. The parties shallide by the following terms andnditions:] [Contract No. : TWNE-CG-CA10029 Polysiliconles and Purchasereement Party A: Tianwei New Energys Form of Enterprise: Limited Liabilitympany Registereddress: Chengdu, Sichuan Legal Representative: Ding Qiang Bank of Deposit: Shuangliu Branch, Bank of China Account No.: 841000083218091001 Tel: 028-67050187 Fax: 028-67050181 Party B: Chongqingqo New Energy] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Amendment No.9 to Registration Statement No.333-164307 of our reportted August18, 2010 relating to thensolidated financial statements and financial statementhedule ofqo New Energyrp., which report expresses an unqualified opinion on thensolidated financial statements and financial statementhedule andludes an explanatory paragraph to theoption of] [UN E AW FFICES J China Resources Building, 20th Floor Beijing 100005, P. R. China Tel.: (86-10) 8519-1300Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com October 6, 2010 To: 666 Longdu Avenue Wanzhou, Chongqing 404000 Peoples Republic of China Re: Legal Opinion on Certain Law Matters We are lawyers qualified in the Peoples Republic of China (the]

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DQ [DAQO NEW ENERGYRP.] F-1/A: CALCULATION OF REGISTRATION FEE Title of each class

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1)(2) Amount to be Proposedmaximum (1) pershare (1)(2) Proposedmaximum Amountof Ordinary Shares, par value $0.0001 per share (3) 46,000,000 $2.50 $115,000,000 $8,199.50 (4) (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under] [Direct: +852 2801 6066 Fax: +852 2801 6767 E-mail:horp@thorpalberga.com To:qo New Energyrp. 6 October 2010 Dear Sirsqo New Energyrp.mpanymmission Act Registration Statement Shares We have actedyman Islands legalvisers toqo New Energyrp. (the 1 Documents Reviewed For the purposes of this opinion we have reviewed originals,pies or final drafts of the following documents, and such other] [KADDEN RPS LATE EAGHER LOM S 300 SOUTH GRAND AVENUE LOS ANGELES,LIFORNIA 90071-3144 __________ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com FIRM/AFFILIATE OFFICES __________ BOSTON CHICAGO HOUSTON NEW YORK PALOTONFRANCISCO WASHINGTON,D.C. WILMINGTON __________ BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SO PAULO SHANGHAI SINGAPORE SYDNEY] [UN E AW FFICES J China Resources Building, 20th Floor Beijing 100005, P. R. China Tel.: (86-10) 8519-1300 Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com Homepage: www.junhe.com To:qo New Energyrp. 666 Longdu Avenue Wanzhou, Chongqing, 404000 Peoples Republic of China Dear Sirs, We are lawyers qualified in the Peoples Republic of China (the] [Polysiliconles and Purchasereementntract No. : DQLY100712 SFBE-100712-DQ Between Chongqingqo New Energy (Party A) And Jiangsu Linyang Solarfun (Party B) Party A and Party B, through friendly negotiation, reached the followingreement on the purchase of solar grade polysilicon. The parties shallide by the following terms andnditions:] [Contract No. : TWNE-CG-CA10029 Polysiliconles and Purchasereement Party A: Tianwei New Energys Form of Enterprise: Limited Liabilitympany Registereddress: Chengdu, Sichuan Legal Representative: Ding Qiang Bank of Deposit: Shuangliu Branch, Bank of China Account No.: 841000083218091001 Tel: 028-67050187 Fax: 028-67050181 Party B: Chongqingqo New Energy] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Amendment No.9 to Registration Statement No.333-164307 of our reportted August18, 2010 relating to thensolidated financial statements and financial statementhedule ofqo New Energyrp., which report expresses an unqualified opinion on thensolidated financial statements and financial statementhedule andludes an explanatory paragraph to theoption of] [UN E AW FFICES J China Resources Building, 20th Floor Beijing 100005, P. R. China Tel.: (86-10) 8519-1300Fax: (86-10) 8519-1350 E-mail: junhebj@junhe.com October 6, 2010 To: 666 Longdu Avenue Wanzhou, Chongqing 404000 Peoples Republic of China Re: Legal Opinion on Certain Law Matters We are lawyers qualified in the Peoples Republic of China (the]

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