DANG [E-COMMERCE CHINA DANGDANG] F-1: (Original Filing)

[] [THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF E-COMMERCE CHINA DANGDANG INC. (adopted by Special Resolution on November 15, 2010) 1. E-Commerce China Dangdang Inc. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited,] [THE COMPANIES LAW (2010 REVISION) SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF E-COMMERCE CHINA DANGDANG INC. Adopted by a Special Resolution 1. The name of the Company is E-Commerce China Dangdang Inc. 2. The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, KY1-1104, Grand Cayman, Cayman Islands] [Name of Company: E-COMMERCE CHINA DANGDANG INC. - [no. of shares] — [name of shareholder] - [no. of shares] — US$100,000 548,955,840 Class A Common Shares US$0.0001 451,044,160 Class B Common Shares US$0.0001 [name of shareholder] [no. of shares] E-COMMERCE CHINA DANGDANG INC. TRANSFER I (the Transferor) for the value received DO HEREBY transfer to (the Transferee) the shares standing] [SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT E-Commerce China Co. Ltd. SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT June 27, 2006 SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT E-Commerce China Co. Ltd. SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement Company Kewen Schedule A Founder Founders Investor Investors Shareholders THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (the “ RECITALS Purchase Agreement WHEREAS, the Company] [Our ref DLK\274965\4065347v7 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com E-Commerce China Dangdang Inc. 17 November 2010 Dear Sirs E-Commerce China Dangdang Inc. Company Registration Statement Commission ADSs New Shares Sale Shares We have acted as Cayman Islands legal advisers to E-Commerce China Dangdang Inc. (the “ 1 Documents Reviewed For the purposes of this opinion, we have reviewed only] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] November 17, 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 People’s 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] [E-COMMERCE CHINA CO. LTD. PREFACE This Plan is divided into two separate equity programs: (1) the option grant program set forth in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the Administrator, be granted Options, and (2) the share award program set forth in Section 6 under which Eligible Persons may, at] [E-COMMERCE CHINA DANGDANG INC. 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the E-Commerce China Dangdang Inc. 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] [FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as a director/an executive officer of the Company and in such capacity will render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the] [EMPLOYMENT AGREEMENT Agreement” Effective Date Company Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its B. The Executive desires to be employed by the Company as its AGREEMENT The parties hereto agree as follows: 1. POSITION Employment The Executive hereby accepts a position of 2. TERM 3. PROBATION No probationary period.] [AMENDED AND RESTATED LOAN AGREEMENT BY AND BETWEEN PEGGY YU YU GUOQING LI AND BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. July 23, 2010 TABLE OF CONTENTS ARTICLE 1: DEFINITION 2 ARTICLE 2: ACKNOWLEDGEMENT OF THE CREDITOR’S RIGHTS AND LIABILITIES 3 ARTICLE 3: INTEREST FOR THE BORROWINGS 3 ARTICLE 4: REPAYMENT OF THE BORROWINGS 3 ARTICLE 5: TAXES 4 ARTICLE 6:] [AMENDED AND RESTATED EXCLUSIVE CALL OPTION BY AND BETWEEN BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. AND PEGGY YU YU AND GUOQING LI July 23, 2010 TABLE OF CONTENTS ARTICLE 1: GRANT OF THE OPTION 2 ARTICLE 2: EXERCISE OF THE OPTION 2 ARTICLE 3: COMPLETION OF THE OPTION 3 ARTICLE 4: 4 ARTICLE 5: LIABILITY OF BREACH 8 ARTICLE 6:] [AMENDED AND RESTATED EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT BY AND BETWEEN BEIJING DANGDANG KEWEN E-COMMERCE CO., LTD. AND BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. July 23, 2010 TABLE OF CONTENTS ARTICLE 1: DEFINITION 2 ARTICLE 2: SERVICES 3 ARTICLE 3: SERVICE FEE 4 ARTICLE 4: WORK PRODUCT, INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION 5 ARTICLE 5: 5 ARTICLE 6: SPECIAL UNDERTAKINGS] [Power of Attorney PRC Dangdang Kewen Equity Interest WFOE WFOE is authorized to execute the form Share Transfer Agreement included in the Amended and Restated Exclusive Call Option Agreement (entered into between WFOE, Guoqing Li and myself as of the date hereof) on my behalf within the scope of authorization, to timely perform the Amended and Restated Exclusive Call Option] [AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT BY AND BETWEEN BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. AND PEGGY YU YU AND GUOQING LI July 23, 2010 TABLE OF CONTENTS ARTICLE 1: DEFINITIONS 2 ARTICLE 2: PLEDGE 3 ARTICLE 3: THE EFFECTIVENESS AND TERM OF PLEDGE 4 ARTICLE 4: POSSESSION OF PLEDGE DOCUMENTS 4 ARTICLE 5: 4 ARTICLE 6: COVENANTS AND UNDERTAKINGS] [List of Subsidiaries of E-Commerce China Dangdang Inc. Jurisdiction of Relationship with the Name incorporation Beijing Dangdang Information Technology Co., Ltd. PRC Wholly-owned subsidiary Wuxi Dangdang Information Technology Co., Ltd. PRC Subsidiary 99% owned by Beijing Dangdang Information Technology Co., Ltd. and 1% owned by Peggy Yu Yu and Guoqing Li through Beijing Dangdang Kewen E-Commerce Co., Ltd. Beijing Dangdang] [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 the Registration Statement (Form F-1) and related Prospectus of E-Commerce China Dangdang Inc. for the registration of its common shares. Beijing, People’s Republic of China November 17, 2010 EX-23.1] [Consent Of iResearch Consulting Group July 6, 2010 E-Commerce China Dangdang Inc. Ladies and Gentlemen: Registration Statement Company SEC SEC Filings iResearch Consulting Group hereby consents to references to its name in the registration statement on Form F-1 (together with any amendments thereto, the “ Report iResearch Consulting Group further consents to inclusion of information, data and statements from the] [E-COMMERCE CHINA DANGDANG INC. I. PURPOSE This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • • • prompt internal reporting of violations of the Code; and • accountability for adherence to the Code. II. APPLICABILITY This Code] [Commerce & Finance Law Offices E-Commerce China Dangdang Inc. RE: E-COMMERCE CHINA DANGDANG INC. Dear Sirs, PRC We are qualified lawyers of the People’s 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]

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DANG [E-COMMERCE CHINA DANGDANG] F-1:

[] [THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF E-COMMERCE CHINA DANGDANG INC. (adopted by Special Resolution on November 15, 2010) 1. E-Commerce China Dangdang Inc. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited,] [THE COMPANIES LAW (2010 REVISION) SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF E-COMMERCE CHINA DANGDANG INC. Adopted by a Special Resolution 1. The name of the Company is E-Commerce China Dangdang Inc. 2. The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, KY1-1104, Grand Cayman, Cayman Islands] [Name of Company: E-COMMERCE CHINA DANGDANG INC. - [no. of shares] — [name of shareholder] - [no. of shares] — US$100,000 548,955,840 Class A Common Shares US$0.0001 451,044,160 Class B Common Shares US$0.0001 [name of shareholder] [no. of shares] E-COMMERCE CHINA DANGDANG INC. TRANSFER I (the Transferor) for the value received DO HEREBY transfer to (the Transferee) the shares standing] [SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT E-Commerce China Co. Ltd. SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT June 27, 2006 SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT E-Commerce China Co. Ltd. SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement Company Kewen Schedule A Founder Founders Investor Investors Shareholders THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (the “ RECITALS Purchase Agreement WHEREAS, the Company] [Our ref DLK\274965\4065347v7 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com E-Commerce China Dangdang Inc. 17 November 2010 Dear Sirs E-Commerce China Dangdang Inc. Company Registration Statement Commission ADSs New Shares Sale Shares We have acted as Cayman Islands legal advisers to E-Commerce China Dangdang Inc. (the “ 1 Documents Reviewed For the purposes of this opinion, we have reviewed only] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] November 17, 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 People’s 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] [E-COMMERCE CHINA CO. LTD. PREFACE This Plan is divided into two separate equity programs: (1) the option grant program set forth in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the Administrator, be granted Options, and (2) the share award program set forth in Section 6 under which Eligible Persons may, at] [E-COMMERCE CHINA DANGDANG INC. 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the E-Commerce China Dangdang Inc. 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] [FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as a director/an executive officer of the Company and in such capacity will render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the] [EMPLOYMENT AGREEMENT Agreement” Effective Date Company Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its B. The Executive desires to be employed by the Company as its AGREEMENT The parties hereto agree as follows: 1. POSITION Employment The Executive hereby accepts a position of 2. TERM 3. PROBATION No probationary period.] [AMENDED AND RESTATED LOAN AGREEMENT BY AND BETWEEN PEGGY YU YU GUOQING LI AND BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. July 23, 2010 TABLE OF CONTENTS ARTICLE 1: DEFINITION 2 ARTICLE 2: ACKNOWLEDGEMENT OF THE CREDITOR’S RIGHTS AND LIABILITIES 3 ARTICLE 3: INTEREST FOR THE BORROWINGS 3 ARTICLE 4: REPAYMENT OF THE BORROWINGS 3 ARTICLE 5: TAXES 4 ARTICLE 6:] [AMENDED AND RESTATED EXCLUSIVE CALL OPTION BY AND BETWEEN BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. AND PEGGY YU YU AND GUOQING LI July 23, 2010 TABLE OF CONTENTS ARTICLE 1: GRANT OF THE OPTION 2 ARTICLE 2: EXERCISE OF THE OPTION 2 ARTICLE 3: COMPLETION OF THE OPTION 3 ARTICLE 4: 4 ARTICLE 5: LIABILITY OF BREACH 8 ARTICLE 6:] [AMENDED AND RESTATED EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT BY AND BETWEEN BEIJING DANGDANG KEWEN E-COMMERCE CO., LTD. AND BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. July 23, 2010 TABLE OF CONTENTS ARTICLE 1: DEFINITION 2 ARTICLE 2: SERVICES 3 ARTICLE 3: SERVICE FEE 4 ARTICLE 4: WORK PRODUCT, INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION 5 ARTICLE 5: 5 ARTICLE 6: SPECIAL UNDERTAKINGS] [Power of Attorney PRC Dangdang Kewen Equity Interest WFOE WFOE is authorized to execute the form Share Transfer Agreement included in the Amended and Restated Exclusive Call Option Agreement (entered into between WFOE, Guoqing Li and myself as of the date hereof) on my behalf within the scope of authorization, to timely perform the Amended and Restated Exclusive Call Option] [AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT BY AND BETWEEN BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. AND PEGGY YU YU AND GUOQING LI July 23, 2010 TABLE OF CONTENTS ARTICLE 1: DEFINITIONS 2 ARTICLE 2: PLEDGE 3 ARTICLE 3: THE EFFECTIVENESS AND TERM OF PLEDGE 4 ARTICLE 4: POSSESSION OF PLEDGE DOCUMENTS 4 ARTICLE 5: 4 ARTICLE 6: COVENANTS AND UNDERTAKINGS] [List of Subsidiaries of E-Commerce China Dangdang Inc. Jurisdiction of Relationship with the Name incorporation Beijing Dangdang Information Technology Co., Ltd. PRC Wholly-owned subsidiary Wuxi Dangdang Information Technology Co., Ltd. PRC Subsidiary 99% owned by Beijing Dangdang Information Technology Co., Ltd. and 1% owned by Peggy Yu Yu and Guoqing Li through Beijing Dangdang Kewen E-Commerce Co., Ltd. Beijing Dangdang] [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 the Registration Statement (Form F-1) and related Prospectus of E-Commerce China Dangdang Inc. for the registration of its common shares. Beijing, People’s Republic of China November 17, 2010 EX-23.1] [Consent Of iResearch Consulting Group July 6, 2010 E-Commerce China Dangdang Inc. Ladies and Gentlemen: Registration Statement Company SEC SEC Filings iResearch Consulting Group hereby consents to references to its name in the registration statement on Form F-1 (together with any amendments thereto, the “ Report iResearch Consulting Group further consents to inclusion of information, data and statements from the] [E-COMMERCE CHINA DANGDANG INC. I. PURPOSE This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • • • prompt internal reporting of violations of the Code; and • accountability for adherence to the Code. II. APPLICABILITY This Code] [Commerce & Finance Law Offices E-Commerce China Dangdang Inc. RE: E-COMMERCE CHINA DANGDANG INC. Dear Sirs, PRC We are qualified lawyers of the People’s 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]

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XNY [China Xiniya Fashion] F-1: (Original Filing)

[] [China Xiniya Fashion Limited American Depositary Shares [______] Representing Ordinary Shares [______] UNDERWRITING AGREEMENT [ ], 2010 Cowen and Company, LLC As Representative of the several Underwriters 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: 1. Introductory • 2. (I) provided, however (d) As of the Applicable Time (as defined below) and as of the Closing] [THE COMPANIES LAW (2009 REVISION) MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHINA XINIYA FASHION LIMITED THE COMPANIES LAW (2009 REVISION) MEMORANDUM OF ASSOCIATION 1 China Xiniya Fashion Limited The name of the Company is 2 The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED OF CHINA XINIYA FASHION LIMITED (Adopted by a Special Resolution passed on 4 November 2010 and effective conditional THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED OF CHINA XINIYA FASHION LIMITED (Adopted by a Special Resolution] [Agreement Party A: Xu Qiming (China) ID: 350382196904285010 Party B: Wong Hing Tuen (Hong Kong) ID: K802751 (A) After negotiations about Party A’s proposed investment in and establishment of Fujian Xiniya Garments and Weaving Co., Ltd. (the “Company”) in Jinjiang City, Fujian Province, the two parties have reached an agreement as follows: 1. Party B shall register the Company by] [Agreement After sufficient friendly negotiations between Party A and Party B, the parties hereto have reached an agreement as follows on a voluntary and equal basis: 1. Party A established Fujian Xiniya Garments and Weaving Co. Ltd. (the “Company”) according to the approval an titled “Official Reply Approving the Establishment of ‘Fujian Xiniya Garments and Weaving Co. Ltd.’ ([2005] No.] [Agreement Party A: Xu Qiming ID: 350382196904285010 Party B: Li Tung Kwo ID: P038325(6) Shi Xiaolong ID: R402540(6) Tung Lun Kai ID: P330205(2) Fujian Xiniya Garments and Weaving Co., Ltd. (the “Company”) was established as a wholly foreign-owned enterprise on September 7, 2005 upon the approval from competent governmental authorities. In order to obtain the foreign exchange required for the] [Agreement Party A: Wong Hing Tuen, Male, Date of Birth: July 31, 1975, Hong Kong resident, Home Return Permit No.: 376919870957, Hong Kong ID: K802751 Party B: Xu Qiming, Male, Date of Birth: April 28, 1969, domiciled at A4, Wukeng Village West, Jinjiang City, Fujian Province, ID: 350582196904285010 After sufficient and friendly negotiations between Party A and Party B, the] [Confirmation of Oral Agreement Fujian Xiniya Whereas, Mr. Qiming Xu and Mr. Hing Tuen Wong entered into two agreements in relation to Fujian Xiniya Garments and Weaving Co., Ltd. (“ Xiniya Hong Kong Whereas, Mr. Qiming Xu and Mr. Hing Tuen Wong entered into an agreement in relation to Xiniya Holdings Limited (“ Mr. Qiming Xu and Mr. Hing Tuen] [1080 MARSH ROAD | MENLO PARK | CA | 94025-1022 WWW.SHEARMAN.COM | T +1.650.838.3600 | F +1.650.838.3699 November 4, 2010 China Xiniya Fashion Limited Ladies and Gentlemen: For purposes of the opinion set forth below, we have, with the consent of the Company, relied upon the accuracy of the Registration Statement and the Prospectus. Very truly yours, Shearman & Sterling] [November 4, 2010 China Xiniya Fashion Limited Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the “PRC”) and as such are qualified to issue this opinion on the PRC Laws (“PRC Laws” means all laws, regulations, statutes, orders, decrees, guidelines, notices, judicial interpretations, legislations of the PRC which are officially published and publicly available).] [Form of Employment Agreement Address: Nationality: ID/Passport Number: Dear Company Group On behalf of Fujian Xiniya Garments and Weaving Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (the “ 1. Position and Duties Your position will be Except as may otherwise be approved in advance by the Board of Directors of the] [Franchise Provincial General Distributorship Contract Franchisor: (hereinafter “Party A”) Franchisee: (hereinafter “Party B”) Guarantor: Article 1 Territory name of the province Party A hereby appoints Party B to be its franchise general distributor in [ Article 2 Term The term of this Contract shall be from to . Upon expiration of this Contract, Party A shall have the right to] [1. Fujian Xiniya Garments and Weaving Co., Ltd. (PRC) 2. Xiniya Holdings Limited (Hong Kong) EX-21.1 14 h04357exv21w1.htm EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of our report dated July 16, 2010 (except for Note 18(ii), as to which the date is November 4, 2010), relating to the financial statements of China Xiniya Fashion Limited, and to the reference to our Firm under the caption “Experts” in the prospectus.] [Frost & Sullivan (S) Pte Ltd China Xiniya Fashion Limited Dear Sir, REGISTRATION STATEMENT IN RELATION TO THE LISTING APPLICATION OF CHINA XINIYA FASHION LIMITED (THE “COMPANY”) Sanjay Singh Yours faithfully, Vice President (APAC) Frost & Sullivan (Singapore) Pte. Ltd. Bangkok Bangalore Beijing Bogota Buenos Aires Cape Town Chennai Delhi Dubai Frankfurt Israel Jakarta Kolkata Kuala Lumpur London Manhattan Melbourne] [China Xiniya Fashion Limited Dated: October 18, 2010 Peter M. McGrath EX-23.6 17 h04357exv23w6.htm EX-23.6] [China Xiniya Fashion Limited Dated: November 3, 2010 Kim Yoke Ng EX-23.7 18 h04357exv23w7.htm EX-23.7] [China Xiniya Fashion Limited Dated: October 19, 2010 Bin Yang EX-23.8 19 h04357exv23w8.htm EX-23.8] [CHINA XINIYA FASHION LIMITED I. INTRODUCTION This Code of Business Conduct and Ethics helps ensure compliance with legal requirements and our standards of business conduct. All Company employees are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all agents and] [November 4, 2010 China Xiniya Fashion Limited People’s Republic of China Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the “PRC”) and as such are qualified to issue this opinion on the PRC Laws (as defined below). For the purpose of this opinion, the PRC shall not include the Hong Kong Special Administrative Region,]

By | 2016-03-28T10:51:03+00:00 November 4th, 2010|Categories: Chinese Stocks, SEC Original, XNY|Tags: , , , , , |0 Comments
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XNY [China Xiniya Fashion] F-1:

[] [China Xiniya Fashion Limited American Depositary Shares [______] Representing Ordinary Shares [______] UNDERWRITING AGREEMENT [ ], 2010 Cowen and Company, LLC As Representative of the several Underwriters 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: 1. Introductory • 2. (I) provided, however (d) As of the Applicable Time (as defined below) and as of the Closing] [THE COMPANIES LAW (2009 REVISION) MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHINA XINIYA FASHION LIMITED THE COMPANIES LAW (2009 REVISION) MEMORANDUM OF ASSOCIATION 1 China Xiniya Fashion Limited The name of the Company is 2 The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED OF CHINA XINIYA FASHION LIMITED (Adopted by a Special Resolution passed on 4 November 2010 and effective conditional THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED OF CHINA XINIYA FASHION LIMITED (Adopted by a Special Resolution] [Agreement Party A: Xu Qiming (China) ID: 350382196904285010 Party B: Wong Hing Tuen (Hong Kong) ID: K802751 (A) After negotiations about Party A’s proposed investment in and establishment of Fujian Xiniya Garments and Weaving Co., Ltd. (the “Company”) in Jinjiang City, Fujian Province, the two parties have reached an agreement as follows: 1. Party B shall register the Company by] [Agreement After sufficient friendly negotiations between Party A and Party B, the parties hereto have reached an agreement as follows on a voluntary and equal basis: 1. Party A established Fujian Xiniya Garments and Weaving Co. Ltd. (the “Company”) according to the approval an titled “Official Reply Approving the Establishment of ‘Fujian Xiniya Garments and Weaving Co. Ltd.’ ([2005] No.] [Agreement Party A: Xu Qiming ID: 350382196904285010 Party B: Li Tung Kwo ID: P038325(6) Shi Xiaolong ID: R402540(6) Tung Lun Kai ID: P330205(2) Fujian Xiniya Garments and Weaving Co., Ltd. (the “Company”) was established as a wholly foreign-owned enterprise on September 7, 2005 upon the approval from competent governmental authorities. In order to obtain the foreign exchange required for the] [Agreement Party A: Wong Hing Tuen, Male, Date of Birth: July 31, 1975, Hong Kong resident, Home Return Permit No.: 376919870957, Hong Kong ID: K802751 Party B: Xu Qiming, Male, Date of Birth: April 28, 1969, domiciled at A4, Wukeng Village West, Jinjiang City, Fujian Province, ID: 350582196904285010 After sufficient and friendly negotiations between Party A and Party B, the] [Confirmation of Oral Agreement Fujian Xiniya Whereas, Mr. Qiming Xu and Mr. Hing Tuen Wong entered into two agreements in relation to Fujian Xiniya Garments and Weaving Co., Ltd. (“ Xiniya Hong Kong Whereas, Mr. Qiming Xu and Mr. Hing Tuen Wong entered into an agreement in relation to Xiniya Holdings Limited (“ Mr. Qiming Xu and Mr. Hing Tuen] [1080 MARSH ROAD | MENLO PARK | CA | 94025-1022 WWW.SHEARMAN.COM | T +1.650.838.3600 | F +1.650.838.3699 November 4, 2010 China Xiniya Fashion Limited Ladies and Gentlemen: For purposes of the opinion set forth below, we have, with the consent of the Company, relied upon the accuracy of the Registration Statement and the Prospectus. Very truly yours, Shearman & Sterling] [November 4, 2010 China Xiniya Fashion Limited Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the “PRC”) and as such are qualified to issue this opinion on the PRC Laws (“PRC Laws” means all laws, regulations, statutes, orders, decrees, guidelines, notices, judicial interpretations, legislations of the PRC which are officially published and publicly available).] [Form of Employment Agreement Address: Nationality: ID/Passport Number: Dear Company Group On behalf of Fujian Xiniya Garments and Weaving Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (the “ 1. Position and Duties Your position will be Except as may otherwise be approved in advance by the Board of Directors of the] [Franchise Provincial General Distributorship Contract Franchisor: (hereinafter “Party A”) Franchisee: (hereinafter “Party B”) Guarantor: Article 1 Territory name of the province Party A hereby appoints Party B to be its franchise general distributor in [ Article 2 Term The term of this Contract shall be from to . Upon expiration of this Contract, Party A shall have the right to] [1. Fujian Xiniya Garments and Weaving Co., Ltd. (PRC) 2. Xiniya Holdings Limited (Hong Kong) EX-21.1 14 h04357exv21w1.htm EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of our report dated July 16, 2010 (except for Note 18(ii), as to which the date is November 4, 2010), relating to the financial statements of China Xiniya Fashion Limited, and to the reference to our Firm under the caption “Experts” in the prospectus.] [Frost & Sullivan (S) Pte Ltd China Xiniya Fashion Limited Dear Sir, REGISTRATION STATEMENT IN RELATION TO THE LISTING APPLICATION OF CHINA XINIYA FASHION LIMITED (THE “COMPANY”) Sanjay Singh Yours faithfully, Vice President (APAC) Frost & Sullivan (Singapore) Pte. Ltd. Bangkok Bangalore Beijing Bogota Buenos Aires Cape Town Chennai Delhi Dubai Frankfurt Israel Jakarta Kolkata Kuala Lumpur London Manhattan Melbourne] [China Xiniya Fashion Limited Dated: October 18, 2010 Peter M. McGrath EX-23.6 17 h04357exv23w6.htm EX-23.6] [China Xiniya Fashion Limited Dated: November 3, 2010 Kim Yoke Ng EX-23.7 18 h04357exv23w7.htm EX-23.7] [China Xiniya Fashion Limited Dated: October 19, 2010 Bin Yang EX-23.8 19 h04357exv23w8.htm EX-23.8] [CHINA XINIYA FASHION LIMITED I. INTRODUCTION This Code of Business Conduct and Ethics helps ensure compliance with legal requirements and our standards of business conduct. All Company employees are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all agents and] [November 4, 2010 China Xiniya Fashion Limited People’s Republic of China Dear Sir or Madam, We are qualified lawyers of the People’s Republic of China (the “PRC”) and as such are qualified to issue this opinion on the PRC Laws (as defined below). For the purpose of this opinion, the PRC shall not include the Hong Kong Special Administrative Region,]

By | 2016-03-28T10:52:27+00:00 November 4th, 2010|Categories: Chinese Stocks, Webplus ver, XNY|Tags: , , , , , |0 Comments
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CCCL [China Ceramics] F-1: (Original Filing)

[PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED OCTOBER 29, 2010 Shares China Ceramics Co., Ltd. We are offering shares. Our shares are traded on the OTC Bulletin Board under the symbol “CCLTF.” On October 28, 2010, the closing price of our shares was $7.30 per share. We anticipate that the public offering price will be between $ and $ .] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 17, 2010 with respect to the consolidated financial statements of China Ceramics Co., Ltd. and its subsidiaries for the years ended December 31, 2007, 2008 and 2009 which are included in this Registration Statement. We consent to the use of the aforementioned report in the Registration]

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CCCL [China Ceramics] F-1: PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED OCTOBER 29,

[PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED OCTOBER 29, 2010 Shares China Ceramics Co., Ltd. We are offering shares. Our shares are traded on the OTC Bulletin Board under the symbol “CCLTF.” On October 28, 2010, the closing price of our shares was $7.30 per share. We anticipate that the public offering price will be between $ and $ .] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 17, 2010 with respect to the consolidated financial statements of China Ceramics Co., Ltd. and its subsidiaries for the years ended December 31, 2007, 2008 and 2009 which are included in this Registration Statement. We consent to the use of the aforementioned report in the Registration]

By | 2016-03-21T20:16:57+00:00 October 29th, 2010|Categories: CCCL, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments
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BITA [BITAUTO] F-1: (Original Filing)

[] [Company No.: CR-156792 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Bitauto Holdings Limited (adopted on July 20, 2009 at a general meeting held on July 8, 2009) Incorporated on the 21st day of October, 2005 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2007 Revision) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Bitauto Holdings Limited (adopted on July] [THE COMPANIES LAW AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION Bitauto Holdings Limited Bitauto Holdings Limited 1. Bitauto Holdings Limited The name of the Company is 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands. 3. Subject to the] [«Name» NAME AND ADDRESS OF SHAREHOLDER CERTIFICATE NUMBER DISTINCTIVE NUMBERS PAR VALUE PER SHARE ***«cert1»*** FROM TO «Currency»«Par» «member1» -«mem1sharesfrom»- -«mem1sharesto»- DATE OF ISSUE NO. OF SHARES CONSIDERATION PAID «MtgDate» ***«mem1shares»*** «Currency»«Con_paid1» SHARE CERTIFICATE OF «Name» INCORPORATED IN THE CAYMAN ISLANDS Authorised Capital: «Currency»«Aut_Cap» divided into «No_ofshare» shares of a nominal or par value of «Currency»«Par» each THIS IS TO] [SHAREHOLDERS’ AGREEMENT DATED: JULY 8, 2009 (1) PERSONS NAMED IN PART A OF SCHEDULE 2 (2) NVCC CHINESE NEW STARS I PARTNERSHIP (3) LC FUND II (4) AUTHOSIS CAPITAL INC. (5) DCM IV, L.P. and DCM AFFILIATES FUND IV, L.P. (6) HUITUNG INVESTMENTS (BVI) LIMITED (7) GEORGIAN PINE INVESTMENTS LP (8) PROUDVIEW LIMITED (9) BERTELSMANN ASIA INVESTMENTS AG (10) BITAUTO] [AMENDMENT TO SHAREHOLDERS’ AGREEMENT Amendment Effective Date Principals Company Shareholders Shareholders’ Agreement This Amendment to the Shareholders’ Agreement (as defined below) (the “ Party Parties Each of the Principals, the Company and the Shareholders is referred to herein individually as a “ RECITALS WHEREAS, the Parties desire to amend the Shareholders’ Agreement on the terms and conditions set forth herein.] [[ ], 2010 Bitauto Holdings Limited DIRECT LINE: New Century Hotel Office Tower, 6/F E-MAIL No. 6 South Capital Stadium Road OUR REF: Beijing, 100044 YOUR REF: The People’s Republic of China Dear Sirs, Bitauto Holdings Limited (the “Company”) Commission Registration Statement Securities Act Ordinary Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a] [___________, 2010 Bitauto Holdings Limited Re: American Depositary Shares of Bitauto Holdings Limited (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] [[ ] 2010 Matter No.: Bitauto Holdings Limited Dear Sirs, Bitauto Holdings Limited (t Re: Ordinary Shares Registration Statement Securities Act Commission We have acted as special Cayman Islands legal counsel to the Company in connection with an initial public offering of certain shares in the Company (the “ For the purposes of giving this opinion, we have examined and] [Han Kun Law Offices Room 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China Tel : (86 10) 8525-5500; Fax : (86 10) 8525-5511/ 5522 [Date] To: BITAUTO HOLDINGS LIMITED th Scotia Centre, 4 Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s Republic of China (“ Company Registration] [BITAUTO HOLDINGS LIMITED 2006 STOCK INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) “ Affiliate Associate (b) “ (c) “ Assumed (d) “ Award (e) “ Award Agreement (f) “ Board (g) “ Cause (h) “ the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional] [BITAUTO HOLDINGS LIMITED 2010 STOCK INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator “ Affiliate Associate “ “ Assumed “ Award “ Award Agreement “ Board “ Cause “ a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. Change in Control “ Code “ Committee] [INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is entered into as of RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to] [EMPLOYMENT AGREEMENT Agreement Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on the Party A: Beijing Bitauto Internet Information Company Address: Beijing New Century Hotel Office Building 6 Flr, No.6 Beijing Capital Stadium Road South, Haidian District, Beijing, P.R. China 100044 Party B: [one of our PRC SPEs] Address:] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the ___ day of ______, in Beijing, China: Party A: Beijing Bitauto Internet Information Company Party B: [a shareholder of our PRC SPEs] Party C: [one of our PRC SPEs], • In this Agreement, each of Party A, Party B and] [Share Pledge Agreement This Share Pledge Agreement (this “Agreement”) has been executed by and among the following Parties on this ___ day of ______, in Beijing: Party A: Beijing Bitauto Internet Information Company Address: Beijing New Century Hotel Office Building 6 Flr, No.6 Beijing Capital Stadium Road South, Haidian District, Beijing, P.R. China 100044 Party B: [a shareholder of our] [Loan Agreement This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of the — day of (1) Beijing Bitauto Internet Information Company (2) [a shareholder of our PRC SPEs] Each of the Lender and the Borrower shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively. Whereas: 1.] [Service Agreement Party A: Beijing Bitauto Interactive Advertising Company Limited Address: New Century Hotel Office Tower, 6/F, No. 6 South Capital Stadium Road, Haidian District,Beijing, 100044 Tel: 010-6849 2345 Fax: 010-6849 2726 Party B: Beijing Easy Auto Reach Media Company Limited Address: Zhonghai Enterprise Building, 4/F, No. 56 Zhichun Road, Haidian District, Beijing, 100098 Tel: 010-5884 3816 Fax: 010-5884 3815] [Share Transfer Agreement This agreement was entered into by the following parties in Shanghai on September 22, 2009: Transferor: Beijing A&I Advertising Company Limited (hereinafter referred to as “Party A”) Transferee: Beijing Auto Communication Information and Technology Company Limited (hereinafter referred to as “Party B”) 1. Subject and Price of the Share Transfer 1.1 Party A transfers 70% of the] [List of Subsidiaries Jurisdiction of Subsidiaries: Incorporation Bitauto Hong Kong Limited Hong Kong Beijing Bitauto Internet Information Company Limited PRC Special Purpose Entities: Beijing Bitauto Information Technology Company Limited PRC Beijing C&I Advertising Company Limited PRC Beijing Easy Auto Media Company Limited PRC Beijing Brainstorm Advertising Company Limited PRC Beijing New Line Advertising Company Limited PRC Beijing Bitauto Interactive Advertising] [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 October 28, 2010 EX-23.1 22] [October 20, 2010 Bitauto Holdings Limited New Century Hotel Office Tower, 6/F Bitauto Holdings Limited Re: Dear Sirs, Registration Statement Proposed IPO We understand that Bitauto Holdings Limited plans to file a registration statement on Form F-1 (the " We hereby consent to the reference to our name and to the use of data from our research reports and amendments] [August 16, 2010 Bitauto Holdings Limited Bitauto Holdings Limited Re: Dear Sirs, “Registration Statement”) “Proposed IPO”). We understand that Bitauto Holdings Limited plans to file a registration statement on Form F-l (the “Data”) We hereby consent to the reference to our name and to the use of our China’s automobile historical sales data since 2005 and forecast sales data as] [Bitauto Holdings Limited Code of Business Conduct and Ethics Purpose Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting of]

By | 2016-04-02T06:29:58+00:00 October 29th, 2010|Categories: BITA, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
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BITA [BITAUTO] F-1:

[] [Company No.: CR-156792 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Bitauto Holdings Limited (adopted on July 20, 2009 at a general meeting held on July 8, 2009) Incorporated on the 21st day of October, 2005 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2007 Revision) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Bitauto Holdings Limited (adopted on July] [THE COMPANIES LAW AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION Bitauto Holdings Limited Bitauto Holdings Limited 1. Bitauto Holdings Limited The name of the Company is 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands. 3. Subject to the] [«Name» NAME AND ADDRESS OF SHAREHOLDER CERTIFICATE NUMBER DISTINCTIVE NUMBERS PAR VALUE PER SHARE ***«cert1»*** FROM TO «Currency»«Par» «member1» -«mem1sharesfrom»- -«mem1sharesto»- DATE OF ISSUE NO. OF SHARES CONSIDERATION PAID «MtgDate» ***«mem1shares»*** «Currency»«Con_paid1» SHARE CERTIFICATE OF «Name» INCORPORATED IN THE CAYMAN ISLANDS Authorised Capital: «Currency»«Aut_Cap» divided into «No_ofshare» shares of a nominal or par value of «Currency»«Par» each THIS IS TO] [SHAREHOLDERS’ AGREEMENT DATED: JULY 8, 2009 (1) PERSONS NAMED IN PART A OF SCHEDULE 2 (2) NVCC CHINESE NEW STARS I PARTNERSHIP (3) LC FUND II (4) AUTHOSIS CAPITAL INC. (5) DCM IV, L.P. and DCM AFFILIATES FUND IV, L.P. (6) HUITUNG INVESTMENTS (BVI) LIMITED (7) GEORGIAN PINE INVESTMENTS LP (8) PROUDVIEW LIMITED (9) BERTELSMANN ASIA INVESTMENTS AG (10) BITAUTO] [AMENDMENT TO SHAREHOLDERS’ AGREEMENT Amendment Effective Date Principals Company Shareholders Shareholders’ Agreement This Amendment to the Shareholders’ Agreement (as defined below) (the “ Party Parties Each of the Principals, the Company and the Shareholders is referred to herein individually as a “ RECITALS WHEREAS, the Parties desire to amend the Shareholders’ Agreement on the terms and conditions set forth herein.] [[ ], 2010 Bitauto Holdings Limited DIRECT LINE: New Century Hotel Office Tower, 6/F E-MAIL No. 6 South Capital Stadium Road OUR REF: Beijing, 100044 YOUR REF: The People’s Republic of China Dear Sirs, Bitauto Holdings Limited (the “Company”) Commission Registration Statement Securities Act Ordinary Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a] [___________, 2010 Bitauto Holdings Limited Re: American Depositary Shares of Bitauto Holdings Limited (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] [[ ] 2010 Matter No.: Bitauto Holdings Limited Dear Sirs, Bitauto Holdings Limited (t Re: Ordinary Shares Registration Statement Securities Act Commission We have acted as special Cayman Islands legal counsel to the Company in connection with an initial public offering of certain shares in the Company (the “ For the purposes of giving this opinion, we have examined and] [Han Kun Law Offices Room 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China Tel : (86 10) 8525-5500; Fax : (86 10) 8525-5511/ 5522 [Date] To: BITAUTO HOLDINGS LIMITED th Scotia Centre, 4 Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s Republic of China (“ Company Registration] [BITAUTO HOLDINGS LIMITED 2006 STOCK INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) “ Affiliate Associate (b) “ (c) “ Assumed (d) “ Award (e) “ Award Agreement (f) “ Board (g) “ Cause (h) “ the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional] [BITAUTO HOLDINGS LIMITED 2010 STOCK INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator “ Affiliate Associate “ “ Assumed “ Award “ Award Agreement “ Board “ Cause “ a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. Change in Control “ Code “ Committee] [INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is entered into as of RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to] [EMPLOYMENT AGREEMENT Agreement Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on the Party A: Beijing Bitauto Internet Information Company Address: Beijing New Century Hotel Office Building 6 Flr, No.6 Beijing Capital Stadium Road South, Haidian District, Beijing, P.R. China 100044 Party B: [one of our PRC SPEs] Address:] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the ___ day of ______, in Beijing, China: Party A: Beijing Bitauto Internet Information Company Party B: [a shareholder of our PRC SPEs] Party C: [one of our PRC SPEs], • In this Agreement, each of Party A, Party B and] [Share Pledge Agreement This Share Pledge Agreement (this “Agreement”) has been executed by and among the following Parties on this ___ day of ______, in Beijing: Party A: Beijing Bitauto Internet Information Company Address: Beijing New Century Hotel Office Building 6 Flr, No.6 Beijing Capital Stadium Road South, Haidian District, Beijing, P.R. China 100044 Party B: [a shareholder of our] [Loan Agreement This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of the — day of (1) Beijing Bitauto Internet Information Company (2) [a shareholder of our PRC SPEs] Each of the Lender and the Borrower shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively. Whereas: 1.] [Service Agreement Party A: Beijing Bitauto Interactive Advertising Company Limited Address: New Century Hotel Office Tower, 6/F, No. 6 South Capital Stadium Road, Haidian District,Beijing, 100044 Tel: 010-6849 2345 Fax: 010-6849 2726 Party B: Beijing Easy Auto Reach Media Company Limited Address: Zhonghai Enterprise Building, 4/F, No. 56 Zhichun Road, Haidian District, Beijing, 100098 Tel: 010-5884 3816 Fax: 010-5884 3815] [Share Transfer Agreement This agreement was entered into by the following parties in Shanghai on September 22, 2009: Transferor: Beijing A&I Advertising Company Limited (hereinafter referred to as “Party A”) Transferee: Beijing Auto Communication Information and Technology Company Limited (hereinafter referred to as “Party B”) 1. Subject and Price of the Share Transfer 1.1 Party A transfers 70% of the] [List of Subsidiaries Jurisdiction of Subsidiaries: Incorporation Bitauto Hong Kong Limited Hong Kong Beijing Bitauto Internet Information Company Limited PRC Special Purpose Entities: Beijing Bitauto Information Technology Company Limited PRC Beijing C&I Advertising Company Limited PRC Beijing Easy Auto Media Company Limited PRC Beijing Brainstorm Advertising Company Limited PRC Beijing New Line Advertising Company Limited PRC Beijing Bitauto Interactive Advertising] [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 October 28, 2010 EX-23.1 22] [October 20, 2010 Bitauto Holdings Limited New Century Hotel Office Tower, 6/F Bitauto Holdings Limited Re: Dear Sirs, Registration Statement Proposed IPO We understand that Bitauto Holdings Limited plans to file a registration statement on Form F-1 (the " We hereby consent to the reference to our name and to the use of data from our research reports and amendments] [August 16, 2010 Bitauto Holdings Limited Bitauto Holdings Limited Re: Dear Sirs, “Registration Statement”) “Proposed IPO”). We understand that Bitauto Holdings Limited plans to file a registration statement on Form F-l (the “Data”) We hereby consent to the reference to our name and to the use of our China’s automobile historical sales data since 2005 and forecast sales data as] [Bitauto Holdings Limited Code of Business Conduct and Ethics Purpose Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting of]

By | 2016-04-02T06:30:47+00:00 October 29th, 2010|Categories: BITA, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments
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JKS [JinkoSolar] F-1: (Original Filing)

[Subject to Completion Preliminary Prospectus Dated October 26, 2010 3,500,000 American Depositary Shares JinkoSolar Holding Co., Ltd. Representing 14,000,000 Ordinary Shares JinkoSolar Holding Co., Ltd., or JinkoSolar, is offering 2,000,000 American depositary shares, or ADSs, and the selling shareholders identified in this prospectus are offering 1,500,000 ADSs. Each ADS represents four ordinary shares, par value US$0.00002 per share, of JinkoSolar.] [JinkoSolar Holding Co., Ltd. [3,500,000] American Depositary Shares Representing [14,000,000] Ordinary Shares (par value US$0.00002 per share) Underwriting Agreement — November [ Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 As the Representative of the several Schedule I Underwriters named in Ladies and Gentlemen: Schedule I Schedule III JinkoSolar Holding Co., Ltd., an exempted company] [Our ref VZL\660391\4131202v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com Jinkosolar Holding Co., Ltd. 1 Jingke Road, Shangrao Economic Development Zone Jiangxi Province, 334100 People’s Republic of China 26 October 2010 Dear Sirs Jinkosolar Holding Co., Ltd. Company Registration Statement Commission Act Prospectus Shares ADSs We act as Cayman Islands counsel for Jinkosolar Holding Co., Ltd. (the “ 1 Documents] [October 26, 2010 To: JINKOSOLAR HOLDING CO., LTD. 1 Jing Ke Road, Shangrao Economic Development Zone Shangrao, Jiangxi Province 334100 People’s Republic of China Re: The public offering and listing of American Depositary Shares representing ordinary shares issued by JINKOSOLAR HOLDING CO., LTD. Dear Sirs: PRC We are qualified lawyers in the People’s Republic of China (the “ Company Prospectus] [Baker & McKenzie LLP 1114 Avenue of the Americas New York, New York 10036, USA Tel: +1 212 626 4100 Fax: +1 212 310 1600 www.bakernet.com October 26, 2010 Asia Pacific Bangkok Beijing Hanoi Ho Chi Minh City Hong Kong Jakarta Kuala Lumpur Manila Melbourne Shanghai Singapore Sydney Taipei Tokyo Europe & Middle East Almaty Amsterdam Antwerp Bahrain Baku Barcelona] [25 October 2010 JinkoSolar Holding Co. Ltd. 1 Jingke Road, By email Shangrao Economic Development Zone Jiangxi Province, 334100 People’s Republic of China Dear Sir, Project Victory II Hong Kong Tax Opinion 1. 2. We have been asked to provide this tax opinion on the Hong Kong tax consequences of the purchase and ownership of the ADSs by an investor] [To: JinkoSolar Holding Co., Ltd. 1 Jingke Road, Shangrao Economic Development Zone Jiangxi Province 334100 People’s Republic of China October 26, 2010 Dear Sirs: PRC We are qualified lawyers of the People’s Republic of China (the “ Company Registration Statement SEC Offering ADSs Listing We have acted as PRC counsel to JinkoSolar Holding Co., Ltd, a company incorporated under the] [SIGNIFICANT SUBSIDIARIES OF JINKOSOLAR HOLDING CO., LTD. Paker Technology Limited, incorporated in Hong Kong Special Administrative Region of the People’s Republic of China JinkoSolar International Limited, incorporated in Hong Kong Special Administrative Region of the People’s Republic of China JinkoSolar GmbH, incorporated in Germany Jiangxi Jinko Solar Co., Ltd., incorporated in the People’s Republic of China Zhejiang Jinko Solar Co.,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form Shanghai, People’s Republic of China October 26, 2010 EX-23.1 9 dex231.htm CONSENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY]

By | 2016-02-29T12:12:02+00:00 October 26th, 2010|Categories: Chinese Stocks, JKS, SEC Original|Tags: , , , , , |0 Comments
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JKS [JinkoSolar] F-1: Subject to Completion Preliminary Prospectus Dated October 26,

[Subject to Completion Preliminary Prospectus Dated October 26, 2010 3,500,000 American Depositary Shares JinkoSolar Holding Co., Ltd. Representing 14,000,000 Ordinary Shares JinkoSolar Holding Co., Ltd., or JinkoSolar, is offering 2,000,000 American depositary shares, or ADSs, and the selling shareholders identified in this prospectus are offering 1,500,000 ADSs. Each ADS represents four ordinary shares, par value US$0.00002 per share, of JinkoSolar.] [JinkoSolar Holding Co., Ltd. [3,500,000] American Depositary Shares Representing [14,000,000] Ordinary Shares (par value US$0.00002 per share) Underwriting Agreement — November [ Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 As the Representative of the several Schedule I Underwriters named in Ladies and Gentlemen: Schedule I Schedule III JinkoSolar Holding Co., Ltd., an exempted company] [Our ref VZL\660391\4131202v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com Jinkosolar Holding Co., Ltd. 1 Jingke Road, Shangrao Economic Development Zone Jiangxi Province, 334100 People’s Republic of China 26 October 2010 Dear Sirs Jinkosolar Holding Co., Ltd. Company Registration Statement Commission Act Prospectus Shares ADSs We act as Cayman Islands counsel for Jinkosolar Holding Co., Ltd. (the “ 1 Documents] [October 26, 2010 To: JINKOSOLAR HOLDING CO., LTD. 1 Jing Ke Road, Shangrao Economic Development Zone Shangrao, Jiangxi Province 334100 People’s Republic of China Re: The public offering and listing of American Depositary Shares representing ordinary shares issued by JINKOSOLAR HOLDING CO., LTD. Dear Sirs: PRC We are qualified lawyers in the People’s Republic of China (the “ Company Prospectus] [Baker & McKenzie LLP 1114 Avenue of the Americas New York, New York 10036, USA Tel: +1 212 626 4100 Fax: +1 212 310 1600 www.bakernet.com October 26, 2010 Asia Pacific Bangkok Beijing Hanoi Ho Chi Minh City Hong Kong Jakarta Kuala Lumpur Manila Melbourne Shanghai Singapore Sydney Taipei Tokyo Europe & Middle East Almaty Amsterdam Antwerp Bahrain Baku Barcelona] [25 October 2010 JinkoSolar Holding Co. Ltd. 1 Jingke Road, By email Shangrao Economic Development Zone Jiangxi Province, 334100 People’s Republic of China Dear Sir, Project Victory II Hong Kong Tax Opinion 1. 2. We have been asked to provide this tax opinion on the Hong Kong tax consequences of the purchase and ownership of the ADSs by an investor] [To: JinkoSolar Holding Co., Ltd. 1 Jingke Road, Shangrao Economic Development Zone Jiangxi Province 334100 People’s Republic of China October 26, 2010 Dear Sirs: PRC We are qualified lawyers of the People’s Republic of China (the “ Company Registration Statement SEC Offering ADSs Listing We have acted as PRC counsel to JinkoSolar Holding Co., Ltd, a company incorporated under the] [SIGNIFICANT SUBSIDIARIES OF JINKOSOLAR HOLDING CO., LTD. Paker Technology Limited, incorporated in Hong Kong Special Administrative Region of the People’s Republic of China JinkoSolar International Limited, incorporated in Hong Kong Special Administrative Region of the People’s Republic of China JinkoSolar GmbH, incorporated in Germany Jiangxi Jinko Solar Co., Ltd., incorporated in the People’s Republic of China Zhejiang Jinko Solar Co.,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form Shanghai, People’s Republic of China October 26, 2010 EX-23.1 9 dex231.htm CONSENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY]

By | 2016-02-29T12:12:48+00:00 October 26th, 2010|Categories: Chinese Stocks, JKS, Webplus ver|Tags: , , , , , |0 Comments
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