JKS [JinkoSolar] F-1: (Original Filing)

[Subject tompletion Preliminary Prospectusted October 26, 2010 STYLE="font-family:ARIAL" SIZE="2"LOR="#a9303c"> 3,500,000 American Depositary Shares JinkoSolar Representing 14,000,000 Ordinary Shares STYLE="font-family:ARIAL" SIZE="2">JinkoSolar or JinkoSolar, is offering 2,000,000 American depositary shares, orSs, and the selling shareholders identified in this prospectus are offering 1,500,000Ss. EachS represents four ordinary shares, par value US$0.00002 per share, of JinkoSolar. TheSs are evidenced] [JinkoSolar [3,500,000] American Depositary Shares STYLE="font-family:Times New Roman" SIZE="2"> Representing [14,000,000] Ordinary Shares (par value US$0.00002 per share) STYLE="font-family:Times New Roman" SIZE="2"> Underwritingreement STYLE="font-family:Times New Roman" SIZE="2">November [ Credit Suisse Securities (USA) Eleven Madison Avenue New York, New York 10010-3629 the Representative of the several] [Ourref VZL\660391\4131202v1 Directtel +852 2971 3095 Email valerie.law@maplesandcalder.com Jinkosolar 1 Jingke Road, Shangrao Economic Development Zone Jiangxi Province, 334100 STYLE="font-family:Times New Roman" SIZE="2">Peoples Republic of China 26 October 2010 Dear Sirs Jinkosolarmpany Registration Statementmmission Act Prospectus SharesSs We actyman Islandsunsel for Jinkosolar (the] [October 26, 2010 To: JINKOSOLAR 1 Jing Ke Road, Shangrao Economic Development Zone Shangrao, Jiangxi Province 334100 STYLE="font-family:Times New Roman" SIZE="2">Peoples Republic of China Re: The public offering and listing of American Depositary Shares representing ordinary shares issued by JINKOSOLAR Dear Sirs: We are qualified lawyers in the Peoples Republic of China (the] [Baker & McKenzie 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, 2010ia Pacific Bangkok STYLE="font-family:Times New Roman" SIZE="1">Beijing Hanoi Ho Chi Minh City STYLE="font-family:Times New Roman" SIZE="1">Hong Kong Jakarta Kuala Lumpur STYLE="font-family:Times New Roman" SIZE="1">Manila] [25 October 2010 JinkoSolar 1 Jingke Road, Byemail Shangrao Economic Development Zone Jiangxi Province, 334100 Peoples Republic of China Dear Sir, Project Victory II STYLE="font-family:Times New Roman" SIZE="2"> Hong Kong Tax Opinion 1. 2. We have beenked to provide this tax opinion on the Hong Kong taxnsequences of the purchase and ownership of theSs by] [To: JinkoSolar 1 Jingke Road, Shangrao Economic Development Zone Jiangxi Province 334100 Peoples Republic of China October 26, 2010 Dear Sirs: We are qualified lawyers of the Peoples Republic of China (thempany Registration Statement SEC OfferingSs Listing STYLE="font-family:Times New Roman" SIZE="2">We have actedunsel to JinkoSolar ampanyorporated under the laws of theyman Island (the] [SIGNIFICANT SUBSIDIARIES OF JINKOSOLAR STYLE="font-family:Times New Roman" SIZE="2"> Paker Technology Limited,orporated in Hong Kongecialministrative Region of the Peoples Republic of China JinkoSolar International Limited,orporated in Hong Kongecialministrative Region of the Peoples Republic of China JinkoSolarorporated in Germany STYLE="font-family:Times New Roman" SIZE="2">Jiangxi Jinko Solarorporated in the Peoples Republic of China] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM STYLE="font-family:Times New Roman" SIZE="2">We herebynsent to the use in this Registration Statement on Form STYLE="font-family:Times New Roman" SIZE="2">Shanghai, Peoples Republic of China October 26, 2010NSENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITEDMPANY dex231.htm 9 EX-23.1]

By | 2016-02-04T15:03:21+00:00 October 26th, 2010|Categories: Chinese Stocks, JKS, SEC Original|Tags: , , , , , |0 Comments
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JKS [JinkoSolar] F-1: Subject tompletion Preliminary Prospectusted October 26, 2010 STYLE=”font-family:ARIAL”

[Subject tompletion Preliminary Prospectusted October 26, 2010 STYLE="font-family:ARIAL" SIZE="2"LOR="#a9303c"> 3,500,000 American Depositary Shares JinkoSolar Representing 14,000,000 Ordinary Shares STYLE="font-family:ARIAL" SIZE="2">JinkoSolar or JinkoSolar, is offering 2,000,000 American depositary shares, orSs, and the selling shareholders identified in this prospectus are offering 1,500,000Ss. EachS represents four ordinary shares, par value US$0.00002 per share, of JinkoSolar. TheSs are evidenced] [JinkoSolar [3,500,000] American Depositary Shares STYLE="font-family:Times New Roman" SIZE="2"> Representing [14,000,000] Ordinary Shares (par value US$0.00002 per share) STYLE="font-family:Times New Roman" SIZE="2"> Underwritingreement STYLE="font-family:Times New Roman" SIZE="2">November [ Credit Suisse Securities (USA) Eleven Madison Avenue New York, New York 10010-3629 the Representative of the several] [Ourref VZL\660391\4131202v1 Directtel +852 2971 3095 Email valerie.law@maplesandcalder.com Jinkosolar 1 Jingke Road, Shangrao Economic Development Zone Jiangxi Province, 334100 STYLE="font-family:Times New Roman" SIZE="2">Peoples Republic of China 26 October 2010 Dear Sirs Jinkosolarmpany Registration Statementmmission Act Prospectus SharesSs We actyman Islandsunsel for Jinkosolar (the] [October 26, 2010 To: JINKOSOLAR 1 Jing Ke Road, Shangrao Economic Development Zone Shangrao, Jiangxi Province 334100 STYLE="font-family:Times New Roman" SIZE="2">Peoples Republic of China Re: The public offering and listing of American Depositary Shares representing ordinary shares issued by JINKOSOLAR Dear Sirs: We are qualified lawyers in the Peoples Republic of China (the] [Baker & McKenzie 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, 2010ia Pacific Bangkok STYLE="font-family:Times New Roman" SIZE="1">Beijing Hanoi Ho Chi Minh City STYLE="font-family:Times New Roman" SIZE="1">Hong Kong Jakarta Kuala Lumpur STYLE="font-family:Times New Roman" SIZE="1">Manila] [25 October 2010 JinkoSolar 1 Jingke Road, Byemail Shangrao Economic Development Zone Jiangxi Province, 334100 Peoples Republic of China Dear Sir, Project Victory II STYLE="font-family:Times New Roman" SIZE="2"> Hong Kong Tax Opinion 1. 2. We have beenked to provide this tax opinion on the Hong Kong taxnsequences of the purchase and ownership of theSs by] [To: JinkoSolar 1 Jingke Road, Shangrao Economic Development Zone Jiangxi Province 334100 Peoples Republic of China October 26, 2010 Dear Sirs: We are qualified lawyers of the Peoples Republic of China (thempany Registration Statement SEC OfferingSs Listing STYLE="font-family:Times New Roman" SIZE="2">We have actedunsel to JinkoSolar ampanyorporated under the laws of theyman Island (the] [SIGNIFICANT SUBSIDIARIES OF JINKOSOLAR STYLE="font-family:Times New Roman" SIZE="2"> Paker Technology Limited,orporated in Hong Kongecialministrative Region of the Peoples Republic of China JinkoSolar International Limited,orporated in Hong Kongecialministrative Region of the Peoples Republic of China JinkoSolarorporated in Germany STYLE="font-family:Times New Roman" SIZE="2">Jiangxi Jinko Solarorporated in the Peoples Republic of China] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM STYLE="font-family:Times New Roman" SIZE="2">We herebynsent to the use in this Registration Statement on Form STYLE="font-family:Times New Roman" SIZE="2">Shanghai, Peoples Republic of China October 26, 2010NSENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITEDMPANY dex231.htm 9 EX-23.1]

By | 2016-02-04T15:03:52+00:00 October 26th, 2010|Categories: Chinese Stocks, JKS, Webplus ver|Tags: , , , , , |0 Comments
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NOAH [Noahs] F-1: (Original Filing)

[SUBJECT TO COMPLETION, DATED , 2010 PROSPECTUS American Depositary Shares NOAH HOLDINGS LIMITED Representing Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Noah Holdings Limited. We are selling ADS. Each ADS represents ordinary shares, par value $0.0005 per share. We have granted the underwriters an option to purchase up to an aggregate of] [Company No.: CF-190307 THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF NOAH HOLDINGS LIMITED (as adopted by special resolution passed on June 30, 2010) 1. The name of the Company is NOAH HOLDINGS LIMITED. 2. The registered office of the Company shall be at the offices of] [Execution Copy AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among NOAH HOLDINGS LIMITED SHANGHAI NOAH RONGYAO INVESTMENT CONSULTING CO., LTD. SHANGHAI NOAH INVESTMENT MANAGEMENT CO., LTD. Founder Ordinary Shareholders Other Ordinary Shareholders Founders Non-Founders and Investors dated as of June 30, 2010 TABLE OF CONTENTS Page No. 1.INFORMATION RIGHTS; BOARD REPRESENTATION 1 2.REGISTRATION RIGHTS 3 3.RIGHT OF PARTICIPATION 15 4.TRANSFER] [Our ref RDS\658613\4048757v3 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 20 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] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] October 20, 2010 Noah Holdings Limited 6/F, Times Finance Center No. 68 Middle Yincheng Road, Pudong Shanghai, 200120 The People’s Republic of China American Depositary Shares of Noah Holdings Limited (the “Company”) Re: Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on] [EGAL PINION L To: NOAH HOLDINGS LIMITED 6/F, Times Finance Center No. 68 Middle Yincheng Road, Pudong Shanghai, 200120 The People’s Republic of China October 20, 2010 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Registration Statement SEC Prospectus ADSs We act as the PRC counsel to Noah Holdings] [NOAH HOLDINGS LIMITED SHARE INCENTIVE PLAN NOAH HOLDINGS LIMITED SHARE INCENTIVE PLAN 1. DEFINITIONS AND INTERPRETATION (A) In this Plan, save where the context otherwise requires, the following expressions have the respective meanings set forth opposite them: “Adoption Date” August 19, 2008; “Auditors” the auditors for the time being of the Company; “Board” the board of directors of the Company] [FORM OF 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] [FORM OF 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] [Execution copy Exclusive Option Agreement THIS EXCLUSIVE OPTION AGREEMENT (this “Agreement”) is made on September 3, 2007, in Shanghai, the People’s Republic of China, by and among: Party A: Shanghai Fuzhou Investment Consulting Co., Ltd. Legal address: 9th Floor, Jinsui Mansion, No. 379 South Pudong Road Pudong New Area, Shanghai 200120, China Party B: Name Address ID Number WANG Jingbo] [EXECUTION VERSION Dated: September 3, 2007 EXCLUSIVE SUPPORT SERVICES CONTRACT Between SHANGHAI NOAH INVESTMENT MANAGEMENT CO., LTD. And SHANGHAI FUZHOU INVESTMENT CONSULTING CO., LTD. CONTENTS 1. DEFINITIONS 2 2. EXCLUSIVE SUPPORT SERVICES, BUSINESS OPERATION AND INTELLECTUAL PROPERTY RIGHT LICENSES 3 3. SERVICES FEE AND LICENSE FEE 5 4. RESPONSIBILITIES OF THE PARTIES 6 5. 9 6. TERM AND TERMINATION OF] [Form of Power of Attorney Shanghai Fuzhou Investment Consulting Co., Ltd. I, , a citizen of the People’s Republic of China (“China”) with Chinese Identification Card No. , and a holder of % of the entire shares of Shanghai Noah Investment Management Co., Ltd. (“Shanghai Noah”) (“My Shareholding”), hereby irrevocably authorize Shanghai Fuzhou is hereby authorized to act on behalf] [Execution Copy Share Pledge Agreement THIS SHARE PLEDGE AGREEMENT (this “Agreement”) is made on September 3, 2007, in Shanghai, the People’s Republic of China, by and among: Party A (the “Pledgee”): Shanghai Fuzhou Investment Consulting Co., Ltd. Legal address: 9th Floor, Jinsui Mansion, No. 379 South Pudong Road Pudong New Area, Shanghai 200120, China Party B (the “Pledgor”): Name Address] [Entrust Loan Agreement Jingbo Wang (“Party A”) Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree as follows:] [Entrust Loan Agreement Zhe Yin (“Party A”) Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree as follows:] [Entrust Loan Agreement Boquan He (“Party A”) Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree as follows:] [Entrust Loan Agreement Borrower: Yan Wei (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree] [Entrust Loan Agreement Borrower: Qianghua Yan (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree] [Entrust Loan Agreement Borrower: Xinjun Zhang (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree] [List of Subsidiaries of Noah Holdings Limited Name Jurisdiction of Incorporation Affiliate Relationship with Shanghai Noah Rongyao Investment Consulting Co., Ltd. China Wholly-owned subsidiary Tianjin Noah Wealth Management Consulting Co., Ltd. China Wholly-owned subsidiary Shanghai Noah Yuanzheng Investment Consulting Co., Ltd. China Wholly-owned subsidiary Tianjin Gefei Asset Management Co., Ltd. China Wholly-owned subsidiary Shanghai Noah Investment Management Co., Ltd China] [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 BEIJING HEADING CENTURY CONSULTING CO., LTD. October 18, 2010 Noah Holdings Limited 6th Floor, Times Finance Center No. 68 Middle Yincheng Road Pudong, Shanghai 200120 People’s Republic of China Ladies and Gentlemen: Registration Statement Company SEC SEC Filings Beijing Heading Century Consulting Co., Ltd. hereby consents to references to its name in the registration statement on Form F-1] [Noah Holdings Limited Code of Business Conduct and Ethics 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] [EGAL PINION L To: NOAH HOLDINGS LIMITED 6/F, Times Finance Center No. 68 Middle Yincheng Road, Pudong Shanghai, 200120 The People’s Republic of China October 20, 2010 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Registration Statement SEC Prospectus ADSs We act as the PRC counsel to Noah Holdings]

By | 2016-03-03T10:23:49+00:00 October 20th, 2010|Categories: Chinese Stocks, NOAH, SEC Original|Tags: , , , , , |0 Comments
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NOAH [Noahs] F-1: SUBJECT TO COMPLETION, DATED , 2010 PROSPECTUS American

[SUBJECT TO COMPLETION, DATED , 2010 PROSPECTUS American Depositary Shares NOAH HOLDINGS LIMITED Representing Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Noah Holdings Limited. We are selling ADS. Each ADS represents ordinary shares, par value $0.0005 per share. We have granted the underwriters an option to purchase up to an aggregate of] [Company No.: CF-190307 THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF NOAH HOLDINGS LIMITED (as adopted by special resolution passed on June 30, 2010) 1. The name of the Company is NOAH HOLDINGS LIMITED. 2. The registered office of the Company shall be at the offices of] [Execution Copy AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among NOAH HOLDINGS LIMITED SHANGHAI NOAH RONGYAO INVESTMENT CONSULTING CO., LTD. SHANGHAI NOAH INVESTMENT MANAGEMENT CO., LTD. Founder Ordinary Shareholders Other Ordinary Shareholders Founders Non-Founders and Investors dated as of June 30, 2010 TABLE OF CONTENTS Page No. 1.INFORMATION RIGHTS; BOARD REPRESENTATION 1 2.REGISTRATION RIGHTS 3 3.RIGHT OF PARTICIPATION 15 4.TRANSFER] [Our ref RDS\658613\4048757v3 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 20 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] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] October 20, 2010 Noah Holdings Limited 6/F, Times Finance Center No. 68 Middle Yincheng Road, Pudong Shanghai, 200120 The People’s Republic of China American Depositary Shares of Noah Holdings Limited (the “Company”) Re: Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on] [EGAL PINION L To: NOAH HOLDINGS LIMITED 6/F, Times Finance Center No. 68 Middle Yincheng Road, Pudong Shanghai, 200120 The People’s Republic of China October 20, 2010 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Registration Statement SEC Prospectus ADSs We act as the PRC counsel to Noah Holdings] [NOAH HOLDINGS LIMITED SHARE INCENTIVE PLAN NOAH HOLDINGS LIMITED SHARE INCENTIVE PLAN 1. DEFINITIONS AND INTERPRETATION (A) In this Plan, save where the context otherwise requires, the following expressions have the respective meanings set forth opposite them: “Adoption Date” August 19, 2008; “Auditors” the auditors for the time being of the Company; “Board” the board of directors of the Company] [FORM OF 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] [FORM OF 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] [Execution copy Exclusive Option Agreement THIS EXCLUSIVE OPTION AGREEMENT (this “Agreement”) is made on September 3, 2007, in Shanghai, the People’s Republic of China, by and among: Party A: Shanghai Fuzhou Investment Consulting Co., Ltd. Legal address: 9th Floor, Jinsui Mansion, No. 379 South Pudong Road Pudong New Area, Shanghai 200120, China Party B: Name Address ID Number WANG Jingbo] [EXECUTION VERSION Dated: September 3, 2007 EXCLUSIVE SUPPORT SERVICES CONTRACT Between SHANGHAI NOAH INVESTMENT MANAGEMENT CO., LTD. And SHANGHAI FUZHOU INVESTMENT CONSULTING CO., LTD. CONTENTS 1. DEFINITIONS 2 2. EXCLUSIVE SUPPORT SERVICES, BUSINESS OPERATION AND INTELLECTUAL PROPERTY RIGHT LICENSES 3 3. SERVICES FEE AND LICENSE FEE 5 4. RESPONSIBILITIES OF THE PARTIES 6 5. 9 6. TERM AND TERMINATION OF] [Form of Power of Attorney Shanghai Fuzhou Investment Consulting Co., Ltd. I, , a citizen of the People’s Republic of China (“China”) with Chinese Identification Card No. , and a holder of % of the entire shares of Shanghai Noah Investment Management Co., Ltd. (“Shanghai Noah”) (“My Shareholding”), hereby irrevocably authorize Shanghai Fuzhou is hereby authorized to act on behalf] [Execution Copy Share Pledge Agreement THIS SHARE PLEDGE AGREEMENT (this “Agreement”) is made on September 3, 2007, in Shanghai, the People’s Republic of China, by and among: Party A (the “Pledgee”): Shanghai Fuzhou Investment Consulting Co., Ltd. Legal address: 9th Floor, Jinsui Mansion, No. 379 South Pudong Road Pudong New Area, Shanghai 200120, China Party B (the “Pledgor”): Name Address] [Entrust Loan Agreement Jingbo Wang (“Party A”) Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree as follows:] [Entrust Loan Agreement Zhe Yin (“Party A”) Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree as follows:] [Entrust Loan Agreement Boquan He (“Party A”) Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree as follows:] [Entrust Loan Agreement Borrower: Yan Wei (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree] [Entrust Loan Agreement Borrower: Qianghua Yan (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree] [Entrust Loan Agreement Borrower: Xinjun Zhang (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree] [List of Subsidiaries of Noah Holdings Limited Name Jurisdiction of Incorporation Affiliate Relationship with Shanghai Noah Rongyao Investment Consulting Co., Ltd. China Wholly-owned subsidiary Tianjin Noah Wealth Management Consulting Co., Ltd. China Wholly-owned subsidiary Shanghai Noah Yuanzheng Investment Consulting Co., Ltd. China Wholly-owned subsidiary Tianjin Gefei Asset Management Co., Ltd. China Wholly-owned subsidiary Shanghai Noah Investment Management Co., Ltd China] [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 BEIJING HEADING CENTURY CONSULTING CO., LTD. October 18, 2010 Noah Holdings Limited 6th Floor, Times Finance Center No. 68 Middle Yincheng Road Pudong, Shanghai 200120 People’s Republic of China Ladies and Gentlemen: Registration Statement Company SEC SEC Filings Beijing Heading Century Consulting Co., Ltd. hereby consents to references to its name in the registration statement on Form F-1] [Noah Holdings Limited Code of Business Conduct and Ethics 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] [EGAL PINION L To: NOAH HOLDINGS LIMITED 6/F, Times Finance Center No. 68 Middle Yincheng Road, Pudong Shanghai, 200120 The People’s Republic of China October 20, 2010 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Registration Statement SEC Prospectus ADSs We act as the PRC counsel to Noah Holdings]

By | 2016-03-03T10:24:59+00:00 October 20th, 2010|Categories: Chinese Stocks, NOAH, Webplus ver|Tags: , , , , , |0 Comments
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NOAH [Noahs] F-1: (Original Filing)

[SUBJECT TOMPLETION,TED , 2010 PROSPECTUS American Depositary Shares NOAHS LIMITED Representing Ordinary Shares This is the initial public offering of American depositary shares, orSs, of Noahs Limited. We are sellingS. EachS represents ordinary shares, par value $0.0005 per share. We have granted the underwriters an option to purchase up to angregate ofditionalSs tover over-allotments.] [Company No.: CF-190307 THEMPANIES LAW (2009 REVISION) STYLE="font-family:Times New Roman" SIZE="2"> OF THEYMAN ISLANDSMPANY LIMITED BY SHARES STYLE="font-family:Times New Roman" SIZE="2">THIRD AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF NOAHS LIMITED STYLE="font-family:Times New Roman" SIZE="2">(asopted byecial resolution passed on June30, 2010) 1. The name of thempany is NOAHS LIMITED.] [Executionpy AMENDED AND RESTATED SHAREHOLDERSREEMENT STYLE="font-family:Times New Roman" SIZE="2"> by and among NOAHS LIMITED STYLE="font-family:Times New Roman" SIZE="2">SHANGHAI NOAH RONGYAO INVESTMENTNSULTING SHANGHAI NOAH INVESTMENT MANAGEMENT Founder Ordinary Shareholders STYLE="font-family:Times New Roman" SIZE="2">Other Ordinary Shareholders Founders Non-Founders and Investorsted of June 30, 2010] [Our ref RDS\658613\4048757v3 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 20October 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] [[LETTERHEAD OFADDEN, ARPS, SLATE, MEAGHER& FLOM] October20, 2010 Noahs Limited STYLE="font-family:Times New Roman" SIZE="2"> 6/F, Times Finance Center No.68 Middle Yincheng Road, Pudong Shanghai, 200120 The Peoples Republic of China American Depositary Shares of Noahs Limited (thempany) Re: Ladies and Gentlemen: Innnection with rendering the opinion set forth below, we have examined and relied on] [EGAL PINION L To: NOAHS LIMITED 6/F, Times Finance Center STYLE="font-family:Times New Roman" SIZE="2">No.68 Middle Yincheng Road, Pudong Shanghai, 200120 The Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">October20, 2010 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 2.mpany Registration Statement] [NOAHS LIMITED SHAREENTIVE PLAN NOAHS LIMITED SHAREENTIVE PLAN 1. DEFINITIONS AND INTERPRETATION (A) In this Plan,ve where thentext otherwise requires, the following expressions have the respective meanings set forth opposite them:optionte August19, 2008; Auditors the auditors for the time being of thempany;] [FORM OF INDEMNIFICATIONREEMENT FOR DIRECTORS AND OFFICERSreementmpany Indemnitee THIS INDEMNIFICATIONREEMENT (this WHEREAS, the Indemnitee hasreed to serve a director/an executive officer of thempany and in suchpacity will render valuable services to thempany; and Board of Directors WHEREAS, in order to induce and encourage highly experienced andpable persons such the Indemnitee to serve directors/executive officers of] [FORM OF EMPLOYMENTREEMENTreementmpany Executive STYLE="font-family:Times New Roman" SIZE="2">This EMPLOYMENTREEMENT (the RECITALS STYLE="font-family:Times New Roman" SIZE="2">A. Thempany desires to employ the Executive and tosure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by thempany during the term of Employment and under the] [Executionpy Exclusive Optionreement STYLE="font-family:Times New Roman" SIZE="2"> THIS EXCLUSIVE OPTIONREEMENT (thisreement) is made on September3, 2007, in Shanghai, the Peoples Republic of China, by and among: PartyA: Shanghai Fuzhou Investmentnsulting STYLE="font-family:Times New Roman" SIZE="2">Legaldress: 9th Floor, Jinsui Mansion, No.379 South Pudong Road Pudong] [EXECUTION VERSIONted: September3, 2007 EXCLUSIVE SUPPORT SERVICESNTRACT STYLE="font-family:Times New Roman" SIZE="2"> Between SHANGHAI NOAH INVESTMENT MANAGEMENT STYLE="font-family:Times New Roman" SIZE="2">And SHANGHAI FUZHOU INVESTMENTNSULTINGNTENTS 1. DEFINITIONS 2 2. EXCLUSIVE SUPPORT SERVICES, BUSINESS OPERATION AND INTELLECTUAL PROPERTY RIGHT LICENSES 3 3. SERVICES FEE AND LICENSE FEE] [Form of Power of Attorney Shanghai Fuzhou Investmentnsulting STYLE="font-family:Times New Roman" SIZE="2">I, , a citizen of the Peoples Republic of China (China) with Chinese Identificationrd No. , and a holder of % of the entire shares of Shanghai Noah Investment Management (Shanghai Noah) (My Shareholding), hereby irrevocably authorize] [Executionpy Share Pledgereement STYLE="font-family:Times New Roman" SIZE="2"> THIS SHARE PLEDGEREEMENT (thisreement) is made on September3, 2007, in Shanghai, the Peoples Republic of China, by and among: Party A (the Pledgee): Shanghai Fuzhou Investmentnsulting STYLE="font-family:Times New Roman" SIZE="2">Legaldress: 9th Floor, Jinsui Mansion, No.379 South Pudong Road Pudong] [Entrust Loanreement Jingbo Wang (Party A) Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree follows:] [Entrust Loanreement Zhe Yin (Party A) Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree follows:] [Entrust Loanreement Boquan He (Party A) Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree follows:] [Entrust Loanreement Borrower: Yan Wei (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree] [Entrust Loanreement Borrower: Qianghua Yan (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree] [Entrust Loanreement Borrower: Xinjun Zhang (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree] [List of Subsidiaries of Noahs Limited STYLE="font-family:Times New Roman" SIZE="2"> Name Jurisdiction oforporation STYLE="font-family:Times New Roman" SIZE="1"> Affiliate Relationship with STYLE="font-family:Times New Roman" SIZE="1"> Shanghai Noah Rongyao Investmentnsulting China Wholly-owned subsidiary Tianjin Noah Wealth Managementnsulting China Wholly-owned subsidiary Shanghai Noah Yuanzheng Investmentnsulting] [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 BEIJING HEADING CENTURYNSULTING STYLE="font-family:Times New Roman" SIZE="2">October18, 2010 Noahs Limited 6th Floor, Times Finance Center No.68 Middle Yincheng Road Pudong, Shanghai 200120 STYLE="font-family:Times New Roman" SIZE="2">Peoples Republic of China Ladies and Gentlemen: Registration Statementmpany SEC SEC Filings Beijing Heading Centurynsulting herebynsents to references to its name in the registration statement on Form F-1] [Noahs Limited STYLE="font-family:Times New Roman" SIZE="2">de of Businessnduct and Ethics I. PURPOSE Thisde is designed to deter wrongdoing and to promote: honest and ethicalnduct,luding the ethical handling of actual or apparentnflicts of interest between personal and professional relationships; prompt internal reporting of violations of thede; and] [EGAL PINION L To: NOAHS LIMITED 6/F, Times Finance Center STYLE="font-family:Times New Roman" SIZE="2">No.68 Middle Yincheng Road, Pudong Shanghai, 200120 The Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">October20, 2010 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 2.mpany Registration Statement]

By | 2016-02-07T14:56:24+00:00 October 20th, 2010|Categories: Chinese Stocks, NOAH, SEC Original|Tags: , , , , , |0 Comments
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NOAH [Noahs] F-1: SUBJECT TOMPLETION,TED , 2010 PROSPECTUS American Depositary Shares

[SUBJECT TOMPLETION,TED , 2010 PROSPECTUS American Depositary Shares NOAHS LIMITED Representing Ordinary Shares This is the initial public offering of American depositary shares, orSs, of Noahs Limited. We are sellingS. EachS represents ordinary shares, par value $0.0005 per share. We have granted the underwriters an option to purchase up to angregate ofditionalSs tover over-allotments.] [Company No.: CF-190307 THEMPANIES LAW (2009 REVISION) STYLE="font-family:Times New Roman" SIZE="2"> OF THEYMAN ISLANDSMPANY LIMITED BY SHARES STYLE="font-family:Times New Roman" SIZE="2">THIRD AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF NOAHS LIMITED STYLE="font-family:Times New Roman" SIZE="2">(asopted byecial resolution passed on June30, 2010) 1. The name of thempany is NOAHS LIMITED.] [Executionpy AMENDED AND RESTATED SHAREHOLDERSREEMENT STYLE="font-family:Times New Roman" SIZE="2"> by and among NOAHS LIMITED STYLE="font-family:Times New Roman" SIZE="2">SHANGHAI NOAH RONGYAO INVESTMENTNSULTING SHANGHAI NOAH INVESTMENT MANAGEMENT Founder Ordinary Shareholders STYLE="font-family:Times New Roman" SIZE="2">Other Ordinary Shareholders Founders Non-Founders and Investorsted of June 30, 2010] [Our ref RDS\658613\4048757v3 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 20October 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] [[LETTERHEAD OFADDEN, ARPS, SLATE, MEAGHER& FLOM] October20, 2010 Noahs Limited STYLE="font-family:Times New Roman" SIZE="2"> 6/F, Times Finance Center No.68 Middle Yincheng Road, Pudong Shanghai, 200120 The Peoples Republic of China American Depositary Shares of Noahs Limited (thempany) Re: Ladies and Gentlemen: Innnection with rendering the opinion set forth below, we have examined and relied on] [EGAL PINION L To: NOAHS LIMITED 6/F, Times Finance Center STYLE="font-family:Times New Roman" SIZE="2">No.68 Middle Yincheng Road, Pudong Shanghai, 200120 The Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">October20, 2010 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 2.mpany Registration Statement] [NOAHS LIMITED SHAREENTIVE PLAN NOAHS LIMITED SHAREENTIVE PLAN 1. DEFINITIONS AND INTERPRETATION (A) In this Plan,ve where thentext otherwise requires, the following expressions have the respective meanings set forth opposite them:optionte August19, 2008; Auditors the auditors for the time being of thempany;] [FORM OF INDEMNIFICATIONREEMENT FOR DIRECTORS AND OFFICERSreementmpany Indemnitee THIS INDEMNIFICATIONREEMENT (this WHEREAS, the Indemnitee hasreed to serve a director/an executive officer of thempany and in suchpacity will render valuable services to thempany; and Board of Directors WHEREAS, in order to induce and encourage highly experienced andpable persons such the Indemnitee to serve directors/executive officers of] [FORM OF EMPLOYMENTREEMENTreementmpany Executive STYLE="font-family:Times New Roman" SIZE="2">This EMPLOYMENTREEMENT (the RECITALS STYLE="font-family:Times New Roman" SIZE="2">A. Thempany desires to employ the Executive and tosure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by thempany during the term of Employment and under the] [Executionpy Exclusive Optionreement STYLE="font-family:Times New Roman" SIZE="2"> THIS EXCLUSIVE OPTIONREEMENT (thisreement) is made on September3, 2007, in Shanghai, the Peoples Republic of China, by and among: PartyA: Shanghai Fuzhou Investmentnsulting STYLE="font-family:Times New Roman" SIZE="2">Legaldress: 9th Floor, Jinsui Mansion, No.379 South Pudong Road Pudong] [EXECUTION VERSIONted: September3, 2007 EXCLUSIVE SUPPORT SERVICESNTRACT STYLE="font-family:Times New Roman" SIZE="2"> Between SHANGHAI NOAH INVESTMENT MANAGEMENT STYLE="font-family:Times New Roman" SIZE="2">And SHANGHAI FUZHOU INVESTMENTNSULTINGNTENTS 1. DEFINITIONS 2 2. EXCLUSIVE SUPPORT SERVICES, BUSINESS OPERATION AND INTELLECTUAL PROPERTY RIGHT LICENSES 3 3. SERVICES FEE AND LICENSE FEE] [Form of Power of Attorney Shanghai Fuzhou Investmentnsulting STYLE="font-family:Times New Roman" SIZE="2">I, , a citizen of the Peoples Republic of China (China) with Chinese Identificationrd No. , and a holder of % of the entire shares of Shanghai Noah Investment Management (Shanghai Noah) (My Shareholding), hereby irrevocably authorize] [Executionpy Share Pledgereement STYLE="font-family:Times New Roman" SIZE="2"> THIS SHARE PLEDGEREEMENT (thisreement) is made on September3, 2007, in Shanghai, the Peoples Republic of China, by and among: Party A (the Pledgee): Shanghai Fuzhou Investmentnsulting STYLE="font-family:Times New Roman" SIZE="2">Legaldress: 9th Floor, Jinsui Mansion, No.379 South Pudong Road Pudong] [Entrust Loanreement Jingbo Wang (Party A) Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree follows:] [Entrust Loanreement Zhe Yin (Party A) Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree follows:] [Entrust Loanreement Boquan He (Party A) Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree follows:] [Entrust Loanreement Borrower: Yan Wei (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree] [Entrust Loanreement Borrower: Qianghua Yan (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree] [Entrust Loanreement Borrower: Xinjun Zhang (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree] [List of Subsidiaries of Noahs Limited STYLE="font-family:Times New Roman" SIZE="2"> Name Jurisdiction oforporation STYLE="font-family:Times New Roman" SIZE="1"> Affiliate Relationship with STYLE="font-family:Times New Roman" SIZE="1"> Shanghai Noah Rongyao Investmentnsulting China Wholly-owned subsidiary Tianjin Noah Wealth Managementnsulting China Wholly-owned subsidiary Shanghai Noah Yuanzheng Investmentnsulting] [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 BEIJING HEADING CENTURYNSULTING STYLE="font-family:Times New Roman" SIZE="2">October18, 2010 Noahs Limited 6th Floor, Times Finance Center No.68 Middle Yincheng Road Pudong, Shanghai 200120 STYLE="font-family:Times New Roman" SIZE="2">Peoples Republic of China Ladies and Gentlemen: Registration Statementmpany SEC SEC Filings Beijing Heading Centurynsulting herebynsents to references to its name in the registration statement on Form F-1] [Noahs Limited STYLE="font-family:Times New Roman" SIZE="2">de of Businessnduct and Ethics I. PURPOSE Thisde is designed to deter wrongdoing and to promote: honest and ethicalnduct,luding the ethical handling of actual or apparentnflicts of interest between personal and professional relationships; prompt internal reporting of violations of thede; and] [EGAL PINION L To: NOAHS LIMITED 6/F, Times Finance Center STYLE="font-family:Times New Roman" SIZE="2">No.68 Middle Yincheng Road, Pudong Shanghai, 200120 The Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">October20, 2010 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 2.mpany Registration Statement]

By | 2016-02-07T14:56:56+00:00 October 20th, 2010|Categories: Chinese Stocks, NOAH, Webplus ver|Tags: , , , , , |0 Comments
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GAGA [Le Gaga] F-1: (Original Filing)

[] [THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (adopted by Special Resolution on July 16, 2010 ) THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (Adopted] [Le Gaga Holdings Limited 8 October 2010 Dear Sirs Le Gaga Holdings Limited Company Registration Statement Ordinary Shares We have acted as Cayman Islands legal advisers to Le Gaga Holdings Limited (the “ 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents: 1.1 the Certificate of Incorporation] [October 8, 2010 Le Gaga Holdings Limited Ladies and Gentlemen: ADSs Ordinary Shares Act Commission Registration Statement In connection with the public offering of American Depositary Shares (“ The facts, as we understand them, and upon which with your permission we rely in rendering the opinion herein, are set forth in the Registration Statement and the Company’s responses to our] [SERIES A PREFERRED SHARE PURCHASE AGREEMENT Agreement Company BVI Subsidiary HK Subsidiary PRC Subsidiaries PRC Subsidiary Subsidiaries Founders Founder , Investors Investor THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the “ RECITALS : A. The Company owns and controls the businesses of the Subsidiaries; Series A Shares B. The Company desires to issue and sell to the Investors and the] [SERIES A1 PREFERRED SHARE PURCHASE AGREEMENT Agreement Company BVI Subsidiary HK Subsidiary A HK Subsidiary B HK Subsidiaries PRC Subsidiaries PRC Subsidiary Subsidiaries Founders Founder Investors Investor THIS SERIES A1 PREFERRED SHARE PURCHASE AGREEMENT (the “ RECITALS A. The Company owns and controls the businesses of the Subsidiaries; Series A1 Shares B. The Company desires to issue and sell to] [Dated March 21, 2008 CHINA LINONG INTERNATIONAL LIMITED SHARE SUBSCRIPTION AGREEMENT TABLE OF CONTENTS 1 AGREEMENT TO PURCHASE AND SELL SHARES 3 2 CLOSINGS; DELIVERY 3 3 3 4 13 5 COVENANTS OF THE COMPANY, THE SUBSIDIARIES AND THE FOUNDERS 13 6 16 7 18 8 MISCELLANEOUS 18 [Series B Share Subscription Agreement] CHINA LINONG INTERNATIONAL LIMITED SERIES B PREFERRED] [Dated December 22, 2009 CHINA LINONG INTERNATIONAL LIMITED SHARE SUBSCRIPTION AGREEMENT TABLE OF CONTENTS 1. AGREEMENT TO PURCHASE AND SELL SHARES 3 2. CLOSINGS; DELIVERY 3 3. 4 4. 13 5. COVENANTS OF THE COMPANY, THE SUBSIDIARIES AND THE FOUNDERS 14 6. 16 7. 17 8. MISCELLANEOUS 17 CHINA LINONG INTERNATIONAL LIMITED SERIES B1 PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS] [THIS SHARE PURCHASE AGREEMENT Between: (1) PreIPO CAPITAL PARTNERS LIMITED PreIPO (2) MADE IN CHINA LTD., MIC Whereas: SSA Shares Company (B) PreIPO wishes to nominate MIC as the subscription party of the Shares, MIC has agreed to accept such nomination and purchase the Shares, on the terms and conditions set out in this Agreement. Now, Therefore 1. Interpretation mutatis] [SHARE PURCHASE AGREEMENT CHINA LINONG INTERNATIONAL LIMITED (the “Company”) in relation to “Agreement” THIS SHARE PURCHASE AGREEMENT (this (1) Sequoia Capital China Growth Partners Fund I, L.P., “Sequoia Partners Fund” (2) Sequoia Capital China GF Principals Fund I, L.P., “Sequoia Principals Fund” “Purchasers” (3) Sequoia Capital China Growth Fund I, L.P., “Seller” Parties “Party” (the foregoing parties collectively, the “] [ACCESSION AGREEMENT in relation to “Agreement” THIS ACCESSION AGREEMENT (this (1) Sequoia Capital China Growth Partners Fund I, L.P., “Sequoia Partners Fund” (2) Sequoia Capital China GF Principals Fund I, L.P., “Sequoia Principals Fund” “Transferees A” (3) Made In China Ltd., “Transferee B” “Transferees” (4) China Linong International Limited “Company” (5) Land V. Group Limited, “BVT Subsidiary” (6) Land V.] [SHARE TRANSFER AGREEMENT THIS AGREEMENT BETWEEN (1) Natural Scent Limited Seller (2) Chic Holdings Limited Buyer IT IS AGREED 1 Definitions and interpretation 1.1 Definitions In this Agreement unless the context requires otherwise: “ Companies Ordinance “ Company “ Completion “ Encumbrance “ HK$ “ Hong Kong “ 1 Proceedings “ Purchase Price “ “ Transfer Shares “ US$ “] [SHARE TRANSFER AGREEMENT in relation to CHINA LINONG INTERNATIONAL LIMITED THIS AGREEMENT BETWEEN (1) Natural Scent Limited, “Seller” (2) Lu Rong “Buyer” IT IS AGREED 1 Definitions and interpretation 1.1 Definitions In this Agreement unless the context requires otherwise: “Companies Ordinance” “Company” “Completion” “Encumbrance” HK$ “ “Hong Kong” Proceedings “ “Purchase Price” 1 “Transfer Shares US$ “ 1.2 Interpretation] [SHARE PURCHASE AGREEMENT CHINA LINONG INTERNATIONAL LIMITED (the “Company”) in relation to Agreement THIS SHARE PURCHASE AGREEMENT (this “ (1) Sequoia Capital China Growth Fund I, L.P. Sequoia Capital China Growth Partners Fund I, L.P. Sequoia Capital China GF Principals Fund I, L.P. Purchasers (2) Sequoia Capital China I, L.P. Sequoia Capital China Partners Fund I, L.P. Sequoia Capital China] [Dated July 16, 2010 LE GAGA HOLDINGS LIMITED SHAREHOLDERS’ AGREEMENT TABLE OF CONTENTS 1. INFORMATION RIGHTS; BOARD REPRESENTATION 3 2. REGISTRATION RIGHTS 5 3. RIGHT OF PARTICIPATION 15 4. TRANSFER RESTRICTIONS 18 5. ASSIGNMENT AND AMENDMENT 24 6. CONFIDENTIALITY AND NON-DISCLOSURE 25 7. PROTECTIVE PROVISIONS 26 8. USE OF PROCEEDS 28 9. GENERAL PROVISIONS 30 LE GAGA HOLDINGS LIMITED SHAREHOLDERS’] [LOAN AGREEMENT BETWEEN DEG — DEUTSCHE INVESTITIONS- UND ENTWICKLUNGSGESELLSCHAFT MBH (hereinafter “DEG”) and CHINA LINONG INTERNATIONAL LIMITED (hereinafter the “BORROWER”) 2 TABLE OF CONTENTS Article 1 3 Article 2 3 Article 3 5 Article 4 6 Article 5 8 Article 6 10 Article 7 10 Article 8 11 Article 9 11 Article 10 12 Article 11 13 Article 12 13] [DEG — Deutsche Investitions- und October 22, 2009 Share Retention Letter by Mr. Ma Shing Yung with regards to the Loan Agreement between DEG — Deutsche Investitions- und Entwicklungsgesellschaft mbH (“DEG”) and China Linong International Limited (the “Company”) Dear Sir or Madam, I confirm that I am a Hong Kong citizen whose private address is FLAT2, 16/F, TOWER1, THE METROPOLIS] [LE GAGA HOLDINGS LIMITED ARTICLE 1. PURPOSE Plan Company The purpose of the Le Gaga 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 the context] [LE GAGA HOLDINGS LIMITED 2009 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE Plan Company The purpose of the Le Gaga Holdings Limited 2009 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] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this “ RECITALS Board of Directors The Board of Directors of the Company (the “ AGREEMENT In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows: A. DEFINITIONS The following terms shall have the meanings defined below: Expenses Indemnifiable Event Participant] [EMPLOYMENT AGREEMENT Agreement” Company Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its 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 as its during the term of Employment and upon the] [LAND LEASE CONTRACT Party A: Agricultural Development Office of Guyuan County, Hebei Province Party B: Land V. Ltd (Zhangjiakou) In accordance with the relevant laws, regulations and policies of the People’s Republic of China currently in force, Party A agrees to lease out an arable land and ancillary facilities to Party B for its operation. Party A undertakes that Party] [LAND SUB-LEASE CONTRACT Party A: Cai Yingguo Party B: Land V. Ltd (Fujian) Based on the principles of equality and mutual benefits, Party A and Party B have, after friendly consultation, reached the following agreement in respect of the sub-leasing of the lands leased by Party A at Shenshan Village, Longyi Village, Long’er Village and Shijia Village in Jingdu Town,] [AMENDMENT AGREEMENT TO THE MAIN CONTRACT Party A: Cai Yingguo Party B: Land V. Ltd (Fujian) Party C: Linong Agriculture Technology (Shantou) Co. Ltd 1. Party A, Party B and Party C, after consultation, agree with respect to the Land Sub-Lease Contract signed by Party A and Party B on June 14, 2005 (hereinafter named as “Contract”, currently with actual] [Technology Development Contract Name of the Project: “Linong Planting Mode and Management” System Entrusting Party: China Linong International Limited (Party A) Research Beijing Research Center for Information Developer: Technology in Agriculture (Party B) Contract Law of the People’s Republic of China, Vegetable Logistics Management System for Huidong Base of China Linong In accordance with the requirements of the I. Description] [No. Company Jurisdiction 1. China Linong International Limited British Virgin Islands 2. Land V. Group Limited British Virgin Islands 3. Land V. Limited Hong Kong 4. Hong Kong Linong Limited Hong Kong 5. Land V. Ltd (Fujian) PRC 6. Land V. Ltd (Zhangjiakou) PRC 7. Xiamen Land V. Group Co. Ltd PRC 8. Fuzhou Land V. Group Co. Ltd PRC] [Consent of Independent Registered Public Accounting Firm The Board of Directors Le Gaga Holdings Limited: We consent to the use of our report dated September 7, 2010, with respect to the combined balance sheets of Le Gaga Holdings Limited and subsidiaries as of March 31, 2008, 2009 and 2010, and the related combined income statements, statements of comprehensive income, statements] [[Trend Associates Letterhead] October 8, 2010 Le Gaga Holdings Limited Ladies and Gentlemen: Sincerely yours, Hou Li, for and on behalf of Trend Associates EX-23.4 28 h04342exv23w4.htm EX-23.4] [[Avista Valuation Advisory Limited letterhead] October 7, 2010 Le Gaga Holdings Limited WRITTEN CONSENT TO REFERENCE AVISTA VALUATION ADVISORY LIMITED VALUATION IN F-1 FILING OF LE GAGA HOLDINGS LIMITED Dear Sir: Yours very truly, EX-23.5 29 h04342exv23w5.htm EX-23.5] [[Asset Appraisal Limited letterhead] 7 October, 2010 Le Gaga Holdings Limited WRITTEN CONSENT TO REFERENCE ASSET APPRAISAL LIMITED VALUATION IN F-1 FILING OF LE GAGA HOLDINGS LIMITED Dear Sir: Yours very truly, EX-23.6 30 h04342exv23w6.htm EX-23.6] [[Jones Lang LaSalle Sallmanns letterhead] 8 October 2010 Le Gaga Holdings Limited WRITTEN CONSENT TO REFERENCE JONES LANG LASALLE SALLMANNS VALUATION IN F-1 FILING OF LE GAGA HOLDINGS LIMITED Dear Sir: Yours very truly, EX-23.7 31 h04342exv23w7.htm EX-23.7] [Frost & Sullivan th October 8 Le Gaga Holdings Limited Ladies and Gentlemen: “Report”) We hereby consent to the use of our name, the reference to our report dated August 26, 2010 commissioned by Le Gaga Holdings Limited (the Yours very truly, EX-23.8 32 h04342exv23w8.htm EX-23.8] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors Le Gaga Holdings Limited (the “Company”) th Dated this 8 Dear Sirs, Yours faithfully, EX-23.9 33 h04342exv23w9.htm EX-23.9] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors Le Gaga Holdings Limited (the “Company”) th Dated this 8 Dear Sirs, Yours faithfully, EX-23.10 34 h04342exv23w10.htm EX-23.10] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors th Dated this 8 Dear Sirs, Yours faithfully, Li-Lan Cheng EX-23.11 35 h04342exv23w11.htm EX-23.11]

By | 2016-03-20T20:33:31+00:00 October 8th, 2010|Categories: Chinese Stocks, GAGA, SEC Original|Tags: , , , , , |0 Comments
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GAGA [Le Gaga] F-1:

[] [THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (adopted by Special Resolution on July 16, 2010 ) THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (Adopted] [Le Gaga Holdings Limited 8 October 2010 Dear Sirs Le Gaga Holdings Limited Company Registration Statement Ordinary Shares We have acted as Cayman Islands legal advisers to Le Gaga Holdings Limited (the “ 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents: 1.1 the Certificate of Incorporation] [October 8, 2010 Le Gaga Holdings Limited Ladies and Gentlemen: ADSs Ordinary Shares Act Commission Registration Statement In connection with the public offering of American Depositary Shares (“ The facts, as we understand them, and upon which with your permission we rely in rendering the opinion herein, are set forth in the Registration Statement and the Company’s responses to our] [SERIES A PREFERRED SHARE PURCHASE AGREEMENT Agreement Company BVI Subsidiary HK Subsidiary PRC Subsidiaries PRC Subsidiary Subsidiaries Founders Founder , Investors Investor THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the “ RECITALS : A. The Company owns and controls the businesses of the Subsidiaries; Series A Shares B. The Company desires to issue and sell to the Investors and the] [SERIES A1 PREFERRED SHARE PURCHASE AGREEMENT Agreement Company BVI Subsidiary HK Subsidiary A HK Subsidiary B HK Subsidiaries PRC Subsidiaries PRC Subsidiary Subsidiaries Founders Founder Investors Investor THIS SERIES A1 PREFERRED SHARE PURCHASE AGREEMENT (the “ RECITALS A. The Company owns and controls the businesses of the Subsidiaries; Series A1 Shares B. The Company desires to issue and sell to] [Dated March 21, 2008 CHINA LINONG INTERNATIONAL LIMITED SHARE SUBSCRIPTION AGREEMENT TABLE OF CONTENTS 1 AGREEMENT TO PURCHASE AND SELL SHARES 3 2 CLOSINGS; DELIVERY 3 3 3 4 13 5 COVENANTS OF THE COMPANY, THE SUBSIDIARIES AND THE FOUNDERS 13 6 16 7 18 8 MISCELLANEOUS 18 [Series B Share Subscription Agreement] CHINA LINONG INTERNATIONAL LIMITED SERIES B PREFERRED] [Dated December 22, 2009 CHINA LINONG INTERNATIONAL LIMITED SHARE SUBSCRIPTION AGREEMENT TABLE OF CONTENTS 1. AGREEMENT TO PURCHASE AND SELL SHARES 3 2. CLOSINGS; DELIVERY 3 3. 4 4. 13 5. COVENANTS OF THE COMPANY, THE SUBSIDIARIES AND THE FOUNDERS 14 6. 16 7. 17 8. MISCELLANEOUS 17 CHINA LINONG INTERNATIONAL LIMITED SERIES B1 PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS] [THIS SHARE PURCHASE AGREEMENT Between: (1) PreIPO CAPITAL PARTNERS LIMITED PreIPO (2) MADE IN CHINA LTD., MIC Whereas: SSA Shares Company (B) PreIPO wishes to nominate MIC as the subscription party of the Shares, MIC has agreed to accept such nomination and purchase the Shares, on the terms and conditions set out in this Agreement. Now, Therefore 1. Interpretation mutatis] [SHARE PURCHASE AGREEMENT CHINA LINONG INTERNATIONAL LIMITED (the “Company”) in relation to “Agreement” THIS SHARE PURCHASE AGREEMENT (this (1) Sequoia Capital China Growth Partners Fund I, L.P., “Sequoia Partners Fund” (2) Sequoia Capital China GF Principals Fund I, L.P., “Sequoia Principals Fund” “Purchasers” (3) Sequoia Capital China Growth Fund I, L.P., “Seller” Parties “Party” (the foregoing parties collectively, the “] [ACCESSION AGREEMENT in relation to “Agreement” THIS ACCESSION AGREEMENT (this (1) Sequoia Capital China Growth Partners Fund I, L.P., “Sequoia Partners Fund” (2) Sequoia Capital China GF Principals Fund I, L.P., “Sequoia Principals Fund” “Transferees A” (3) Made In China Ltd., “Transferee B” “Transferees” (4) China Linong International Limited “Company” (5) Land V. Group Limited, “BVT Subsidiary” (6) Land V.] [SHARE TRANSFER AGREEMENT THIS AGREEMENT BETWEEN (1) Natural Scent Limited Seller (2) Chic Holdings Limited Buyer IT IS AGREED 1 Definitions and interpretation 1.1 Definitions In this Agreement unless the context requires otherwise: “ Companies Ordinance “ Company “ Completion “ Encumbrance “ HK$ “ Hong Kong “ 1 Proceedings “ Purchase Price “ “ Transfer Shares “ US$ “] [SHARE TRANSFER AGREEMENT in relation to CHINA LINONG INTERNATIONAL LIMITED THIS AGREEMENT BETWEEN (1) Natural Scent Limited, “Seller” (2) Lu Rong “Buyer” IT IS AGREED 1 Definitions and interpretation 1.1 Definitions In this Agreement unless the context requires otherwise: “Companies Ordinance” “Company” “Completion” “Encumbrance” HK$ “ “Hong Kong” Proceedings “ “Purchase Price” 1 “Transfer Shares US$ “ 1.2 Interpretation] [SHARE PURCHASE AGREEMENT CHINA LINONG INTERNATIONAL LIMITED (the “Company”) in relation to Agreement THIS SHARE PURCHASE AGREEMENT (this “ (1) Sequoia Capital China Growth Fund I, L.P. Sequoia Capital China Growth Partners Fund I, L.P. Sequoia Capital China GF Principals Fund I, L.P. Purchasers (2) Sequoia Capital China I, L.P. Sequoia Capital China Partners Fund I, L.P. Sequoia Capital China] [Dated July 16, 2010 LE GAGA HOLDINGS LIMITED SHAREHOLDERS’ AGREEMENT TABLE OF CONTENTS 1. INFORMATION RIGHTS; BOARD REPRESENTATION 3 2. REGISTRATION RIGHTS 5 3. RIGHT OF PARTICIPATION 15 4. TRANSFER RESTRICTIONS 18 5. ASSIGNMENT AND AMENDMENT 24 6. CONFIDENTIALITY AND NON-DISCLOSURE 25 7. PROTECTIVE PROVISIONS 26 8. USE OF PROCEEDS 28 9. GENERAL PROVISIONS 30 LE GAGA HOLDINGS LIMITED SHAREHOLDERS’] [LOAN AGREEMENT BETWEEN DEG — DEUTSCHE INVESTITIONS- UND ENTWICKLUNGSGESELLSCHAFT MBH (hereinafter “DEG”) and CHINA LINONG INTERNATIONAL LIMITED (hereinafter the “BORROWER”) 2 TABLE OF CONTENTS Article 1 3 Article 2 3 Article 3 5 Article 4 6 Article 5 8 Article 6 10 Article 7 10 Article 8 11 Article 9 11 Article 10 12 Article 11 13 Article 12 13] [DEG — Deutsche Investitions- und October 22, 2009 Share Retention Letter by Mr. Ma Shing Yung with regards to the Loan Agreement between DEG — Deutsche Investitions- und Entwicklungsgesellschaft mbH (“DEG”) and China Linong International Limited (the “Company”) Dear Sir or Madam, I confirm that I am a Hong Kong citizen whose private address is FLAT2, 16/F, TOWER1, THE METROPOLIS] [LE GAGA HOLDINGS LIMITED ARTICLE 1. PURPOSE Plan Company The purpose of the Le Gaga 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 the context] [LE GAGA HOLDINGS LIMITED 2009 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE Plan Company The purpose of the Le Gaga Holdings Limited 2009 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] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this “ RECITALS Board of Directors The Board of Directors of the Company (the “ AGREEMENT In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows: A. DEFINITIONS The following terms shall have the meanings defined below: Expenses Indemnifiable Event Participant] [EMPLOYMENT AGREEMENT Agreement” Company Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its 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 as its during the term of Employment and upon the] [LAND LEASE CONTRACT Party A: Agricultural Development Office of Guyuan County, Hebei Province Party B: Land V. Ltd (Zhangjiakou) In accordance with the relevant laws, regulations and policies of the People’s Republic of China currently in force, Party A agrees to lease out an arable land and ancillary facilities to Party B for its operation. Party A undertakes that Party] [LAND SUB-LEASE CONTRACT Party A: Cai Yingguo Party B: Land V. Ltd (Fujian) Based on the principles of equality and mutual benefits, Party A and Party B have, after friendly consultation, reached the following agreement in respect of the sub-leasing of the lands leased by Party A at Shenshan Village, Longyi Village, Long’er Village and Shijia Village in Jingdu Town,] [AMENDMENT AGREEMENT TO THE MAIN CONTRACT Party A: Cai Yingguo Party B: Land V. Ltd (Fujian) Party C: Linong Agriculture Technology (Shantou) Co. Ltd 1. Party A, Party B and Party C, after consultation, agree with respect to the Land Sub-Lease Contract signed by Party A and Party B on June 14, 2005 (hereinafter named as “Contract”, currently with actual] [Technology Development Contract Name of the Project: “Linong Planting Mode and Management” System Entrusting Party: China Linong International Limited (Party A) Research Beijing Research Center for Information Developer: Technology in Agriculture (Party B) Contract Law of the People’s Republic of China, Vegetable Logistics Management System for Huidong Base of China Linong In accordance with the requirements of the I. Description] [No. Company Jurisdiction 1. China Linong International Limited British Virgin Islands 2. Land V. Group Limited British Virgin Islands 3. Land V. Limited Hong Kong 4. Hong Kong Linong Limited Hong Kong 5. Land V. Ltd (Fujian) PRC 6. Land V. Ltd (Zhangjiakou) PRC 7. Xiamen Land V. Group Co. Ltd PRC 8. Fuzhou Land V. Group Co. Ltd PRC] [Consent of Independent Registered Public Accounting Firm The Board of Directors Le Gaga Holdings Limited: We consent to the use of our report dated September 7, 2010, with respect to the combined balance sheets of Le Gaga Holdings Limited and subsidiaries as of March 31, 2008, 2009 and 2010, and the related combined income statements, statements of comprehensive income, statements] [[Trend Associates Letterhead] October 8, 2010 Le Gaga Holdings Limited Ladies and Gentlemen: Sincerely yours, Hou Li, for and on behalf of Trend Associates EX-23.4 28 h04342exv23w4.htm EX-23.4] [[Avista Valuation Advisory Limited letterhead] October 7, 2010 Le Gaga Holdings Limited WRITTEN CONSENT TO REFERENCE AVISTA VALUATION ADVISORY LIMITED VALUATION IN F-1 FILING OF LE GAGA HOLDINGS LIMITED Dear Sir: Yours very truly, EX-23.5 29 h04342exv23w5.htm EX-23.5] [[Asset Appraisal Limited letterhead] 7 October, 2010 Le Gaga Holdings Limited WRITTEN CONSENT TO REFERENCE ASSET APPRAISAL LIMITED VALUATION IN F-1 FILING OF LE GAGA HOLDINGS LIMITED Dear Sir: Yours very truly, EX-23.6 30 h04342exv23w6.htm EX-23.6] [[Jones Lang LaSalle Sallmanns letterhead] 8 October 2010 Le Gaga Holdings Limited WRITTEN CONSENT TO REFERENCE JONES LANG LASALLE SALLMANNS VALUATION IN F-1 FILING OF LE GAGA HOLDINGS LIMITED Dear Sir: Yours very truly, EX-23.7 31 h04342exv23w7.htm EX-23.7] [Frost & Sullivan th October 8 Le Gaga Holdings Limited Ladies and Gentlemen: “Report”) We hereby consent to the use of our name, the reference to our report dated August 26, 2010 commissioned by Le Gaga Holdings Limited (the Yours very truly, EX-23.8 32 h04342exv23w8.htm EX-23.8] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors Le Gaga Holdings Limited (the “Company”) th Dated this 8 Dear Sirs, Yours faithfully, EX-23.9 33 h04342exv23w9.htm EX-23.9] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors Le Gaga Holdings Limited (the “Company”) th Dated this 8 Dear Sirs, Yours faithfully, EX-23.10 34 h04342exv23w10.htm EX-23.10] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors th Dated this 8 Dear Sirs, Yours faithfully, Li-Lan Cheng EX-23.11 35 h04342exv23w11.htm EX-23.11]

By | 2016-03-20T20:34:38+00:00 October 8th, 2010|Categories: Chinese Stocks, GAGA, Webplus ver|Tags: , , , , , |0 Comments
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MCOX [Mecox Lane] F-1: (Original Filing)

[Subject to Completion Preliminary Prospectus Dated , 2010 American Depositary Shares Mecox Lane Limited Representing Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Mecox Lane Limited. We are offering ADSs, and the selling shareholders disclosed in this prospectus are offering an additional ADSs. Each ADS represents ordinary share[s]. We will not receive any] [THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MECOX LANE LIMITED special resolution dated July 9, 2010 THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF MECOX LANE LIMITED 1 The name of the Company] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MECOX LANE LIMITED (adopted by a Special Resolution passed on October 1, 2010 and effective conditional and immediately upon completion of the Company’s initial public offering of ordinary shares represented by American Depositary Shares) THE COMPANIES LAW (2010] [MECOX LANE LIMITED FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Agreement Company Schedule A Investors RECITALS A. Maxpro CDIB Peak Old Agreement On December 28, 2008, Maxpro Holdings Limited (“ B. Upasia had subsequently transferred all of its equity interest in the Company to Iconix China Holdings Limited, Unidex Holdings Ltd., Rich] [MECOX LANE LIMITED 2006 STOCK OPTION PLAN 1. PURPOSE OF PLAN Plan Company Subsidiary Group Board The purpose of the Mecox Lane Limited 2006 Stock Option Plan (this “ 2. ELIGIBILITY “Eligible Person “Securities Act “participant” The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines] [MECOX LANE LIMITED 2008 STOCK OPTION PLAN 1. PURPOSE OF PLAN Plan Company Subsidiary Group Board The purpose of the Mecox Lane Limited 2008 Stock Option Plan (this “ 2. ELIGIBILITY “Eligible Person “Securities Act “participant” The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines] [MECOX LANE LIMITED 2011 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE Plan Company The purpose of the Mecox Lane Limited 2011 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] [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] [EMPLOYMENT AGREEMENT Form A Column A THIS AGREEMENT is made on AMONG (1) Column B (2) Column C WHEREAS: Column D The Company wishes to retain the Executive as the IT IS HEREBY AGREED as follows: 1. Definitions In this Agreement with the context so admits the following words and expressions shall have the following meanings: 1.1 “The Board” shall] [28 December 2007 MECOX LANE LIMITED ALFRED GU BEI CHUN SUPPLEMENTARY SERVICE AGREEMENT CONTENTS CLAUSE PAGE 1. DEFINITIONS 1 2. EMPLOYMENT TERM 2 3. NON-COMPETE PAYMENT 3 4. INTELLECTUAL PROPERTY 3 5. OTHER INTEREST AND POST-TERMINATION UNDERTAKINGS 4 6. RESTRAINT ON ACTIVITIES OF THE EXECUTIVE AND CONFIDENTIALITY 7 7. BREACH 7 8.] [EMPLOYEE CONFIDENTIALITY AGREEMENT Column A Company In consideration of my employment with Employment. Employment Contract 1. Confidential Information 2. Company Information. (a) Former Employer Information . (b) 1 Third Party Information. Third Party Information (c) Inventions 3. Prior Inventions Prior Inventions (a) Service Inventions (b) Disclosure Inventions (i) 2 Title Service Inventions Company Interests (ii) Assignment (iii) 3 Reward and] [NON-COMPETITION AGREEMENT 1. Conditions of effectiveness 6 Non-Competition Period (a) I agree that, upon effectiveness of this Non-Competition Agreement, within (b) I agree that, upon effectiveness of this Non-Competition Agreement, during the Non-Competition Period, whether or not within business hours, I will not engage in any activities that compete with the business in which the Company is now involved or] [THIS SHAREHOLDERS AGREEMENT ETWEEN B (1) RAMPAGE CHINA LIMITED Company (2) MECOX LANE LIMITED, Party A (3) ICONIX CHINA LIMITED, Party B Parties Party (collectively, the HEREAS W Company (B) This Agreement sets out the terms and conditions governing the relationship between Party A and Party B as shareholders of the Company. T IS AGREED I 1. NTERPRETATION I Definitions] [THIS AMENDMENT AGREEMENT TO THE SHAREHOLDERS AGREEMENT Amendment Agreement Between: (1) AMPAGE HINA IMITED R th Company Floor, P.O.Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands, (the (2) ECOX ANE IMITED M Party A (3) CONIX HINA IMITED I Party B Parties Party (collectively, the Whereas, Shareholders Agreement (A) The Parties entered into a shareholders agreement (the th December] [ICONIX CHINA LIMITED as Assignor and RAMPAGE CHINA LIMITED as Assignee TRADEMARK ASSIGNMENT AGREEMENT CONTENTS CLAUSE PAGE 1 INTERPRETATION 2 2. ASSIGNMENT 4 3. NEW MARKS 5 4. 6 5. EXCLUSIVITY; GOODS MANUFACTURED; TERRITORY 7 6. INTERIM LICENCE 8 7.] [OMNIBUS ASSIGNMENT, ASSUMPTION AND ACCESSION AGREEMENT 3. Promptly following the execution of this Omnibus Agreement, each of the parties hereto shall cause the Memorandum and Articles to be amended so that all references therein to ICL shall be changed to references to ICL-Rampage. This Ominbus Agreement shall not constitute a waiver, amendment or modification of any other provision of any] [May 12, 2010 To: Mecox Lane Limited 22nd Floor, Gems Tower Building 20, No. 487, Tianlin Road Shanghai 200233, China Re: Consent Letter Dear Sirs: In order to realize the purposes of the parties under the above agreements, Mecox Lane Limited and its affiliates established Shanghai Rampage Shopping Co., Ltd. (“Shanghai Rampage”) in China in 2008, and Mecox Lane Limited] [QUITY INANCING GREEMENT E AGREEMENT Company Optionee Zhao HEREAS W A. On December 29, 2006, Optionee was duly granted by the Company an option to purchase up to 3,849,261 shares of the Ordinary Share of the Company, which option has fully vested. B. Option Shares The entire option was duly exercised by Optionee on 22, April, 2008 and 3,849,261 shares] [LOAN AGREEMENT among Column A Borrower (“ and SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD. (“ and Mai Wang Trading (Shanghai) Co., Ltd. Lender Column B Dated Agreement Column B China This LOAN AGREEMENT (this “ (A). Column A Borrower Column C Column D (B). Shanghai Mecox Lane Information Technology Co., Ltd. (“ML Information Technology”), a domestic limited liability company] [Promissory Note Column A Mai Wang Trading (Shanghai) Co., Ltd. Column B FOR VALUE RECEIVED, Column C Column A Column A Column A Column B Column C 2 Xu Yi RMB165,000 February, 2008 3 Zhang Bang RMB670,000 January 15, 2010 3 Pu Sijie RMB165,000 July 10, 2010 EX-10.16 20 dex1016.htm PROMISSORY NOTES] [EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A Grantor (“ and SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD. ML Information Technology (“ and MAI WANG TRADING (Shanghai) Co., Ltd. Grantee Column B Dated Agreement Column B China This EXCLUSIVE PURCHASE OPTION AGREEMENT (the “ (1) Column A Grantor Column C Column D (2) Shanghai Mecox Lane Information Technology Co., Ltd. Column] [POWER OF ATTORNEY Column A China Column B I, (1) Column C ML Information Technology ML Information Technology I am a holder of (2) ML Trading Designee I hereby irrevocably grant to (a) ML Trading or the Designee may act as my exclusive agent and attorney concerning all matters pertaining to the (b) Column D (c) 1 (3) All the] [EXCLUSIVE BUSINESS COOPERATION AGREEMENT between SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD and M18. COM NETWORK INFORMATION (SHANGHAI) CO., LTD. 1 Dated August 15, 2006 Agreement 15 China This EXCLUSIVE BUSINESS COOPERATION AGREEMENT (the “ (A) M18.com Shanghai Mecox Lane Information Technology Co., Ltd. (“ th Floor, Building B, 33 Guang Shun Road, Shanghai, China; and (B) ML Network M18.com] [EQUITY PLEDGE AGREEMENT among COLUMN A Pledgor (“ and SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD. ML Information Technology (“ and Mai Wang Trading (Shanghai) Co., Ltd. Beneficiary Column B Dated Agreement Column B China This EQUITY PLEDGE AGREEMENT (this “ (A). Column A Pledgor Column C Column D (B). ML Information Technology Shanghai Mecox Lane Information Technology Co., Ltd.] [Column A Column B Column C Re: Tax Payables Column D Dear Column B ML Information Technology Agreements Column B Column B In connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Sincerely, Shanghai Mecox Lane Information Technology Co., Ltd. [seal: Shanghai Mecox Lane Information Technology Co., Ltd.] Column B Column B] [Memorandum of Understanding and Certification Mai Wang Trading (Shanghai) Co., Ltd. (“Mai Wang Trading”), Shanghai Mecox Lane Information Technology Co., Ltd. (“MecoxLane Information”), and shareholders of MecoxLane Information, Mr. Alfred Beichun Gu, Mr. Miao Li, and Mr. Yu Shen, entered into the following agreements on August 15, 2006. The agreements were re-signed on Feb Loan Agreements . Promissory Notes. Exclusive] [LOAN AGREEMENT among Column A Borrower (“ and SHANGHAI MECOX LANE SHOPPING CO., LTD. (“ML Shopping”) and MAI WANG TRADING (SHANGHAI) CO., LTD. Lender (“ Column B Dated 1 Agreement Column B China This LOAN AGREEMENT (this “ (A). Column A Borrower Column C Column D (B). ML Shopping Shanghai Mecox Lane Shopping Co., Ltd. (“ (C) Lender MAI WANG] [Promissory Note Column A Column B FOR VALUE RECEIVED, Column C Column A Column A 1 Column A Column B Column C 1 XU YI RMB 1,500,000 Feb 20 th , 2010 2 ZHANG BANG RMB 3,000,000 Feb 20 th , 2010 3 LIU GUISHENG RMB 500,000] [EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A Grantor (“ and SHANGHAI MECOX LANE SHOPPING CO., LTD. ML Shopping (“ and MAI WANG TRADING (SHANGHAI) CO., LTD. Grantee Column B Dated -1- Agreement Column B China This EXCLUSIVE PURCHASE OPTION AGREEMENT (the “ (1) Column A Grantor Column C Column D (2) Shanghai Mecox Lane Shopping Co., Ltd. ML Shopping (3)] [POWER OF ATTORNEY Column A China Column B I, (1) Column C ML Shopping Shares ML Shopping I am a holder of (2) ML Trading Designee I hereby irrevocably grant to Mai Wang Trading (Shanghai) Co., Ltd. (“ (a) ML Trading or the Designee may act as my exclusive agent and attorney concerning all matters pertaining to the ML Shopping] [EXCLUSIVE BUSINESS COOPERATION AGREEMENT between SHANGHAI MECOX LANE SHOPPING CO., LTD and MAI WANG TRADING (SHANGHAI) CO., LTD. Dated August 20, 2007 Agreement Shanghai China This EXCLUSIVE BUSINESS COOPERATION AGREEMENT (the “ (A) ML Shopping Shanghai Mecox Lane Shopping Co., Ltd. (“ (B) ML Network Mai Wang Trading (Shanghai) Co., Ltd. (“ Party Parties ML Shopping and ML Network are] [EQUITY PLEDGE AGREEMENT among Column A Pledgor (“ and SHANGHAI MECOX LANE SHOPPING CO., LTD. ML Shopping (“ and MAI WANG TRADING (SHANGHAI) CO., LTD. Beneficiary Column B Dated 1 Agreement Column B China This EQUITY PLEDGE AGREEMENT (this “ (A). Column A Pledgor Column C Column D (B). ML Shopping Shanghai Mecox Lane Shopping Co., Ltd. (“ (C). Beneficiary] [Column A Column B Column C Re: Tax Payables Column D Dear Column B ML Shopping ML Trading Agreements Column B Column B In connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Sincerely, Shanghai Mecox Lane Shopping Co., Ltd. [seal: Shanghai Mecox Lane Shopping Co., Ltd.] Mai Wang Trading (Shanghai) Co.,] [Memorandum of Understanding and Certification Mai Wang Trading (Shanghai) Co., Ltd. (“Mai Wang Trading”), Shanghai Mecox Lane Shopping Co., Ltd. (“MecoxLane Shopping”), and shareholders of MecoxLane Shopping, Mr. Alfred Beichun Gu, Mr. Miao Li, and Mr. Shiqin Zhao, entered into the following agreements on August 20, 2007. Summary of each of the agreements is summarized below: Loan Agreements . Promissory] [LOAN AGREEMENT among Column A Borrower (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Lender (“ Column B Dated Agreement Column B China This LOAN AGREEMENT (this “ (A). Column A Borrower Column C Column D (B). Rampage Shopping Shanghai Rampage Shopping Co., Ltd. (“ (C). Lender Rampage Trading (Shanghai) Co., Ltd. (the] [EXCLUSIVE BUSINESS COOPERATION AGREEMENT between SHANGHAI RAMPAGE SHOPPING CO., LTD and RAMPAGE TRADING (SHANGHAI) CO., LTD. Dated May 18, 2010 Agreement China This EXCLUSIVE BUSINESS COOPERATION AGREEMENT (the “ (A) Rampage Shopping Shanghai Rampage Shopping Co., Ltd. (“ (B) RAMPAGE TRADING RAMPAGE TRADING(Shanghai) Co., Ltd. (“ Party Parties Rampage Shopping and RAMPAGE TRADING are each hereinafter referred to individually as] [EQUITY PLEDGE AGREEMENT among Column A Pledgor (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Beneficiary (“ Column B 1 Agreement Column B China This EQUITY PLEDGE AGREEMENT (this “ (A). Column A Pledgor Column C Column D (B). Rampage Shopping Shanghai Rampage Shopping Co., Ltd. (“ (C). Beneficiary Rampage Trading (Shanghai) Co.,] [EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A Grantor (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Grantee (“ Column B Dated -1- Agreement Column B China This EXCLUSIVE PURCHASE OPTION AGREEMENT (the “ (1) Column A Grantor Column C Column D (2) SHANGHAI RAMPAGE SHOPPING CO., LTD. Rampage Shopping (3) RAMPAGE TRADING (SHANGHAI)] [POWER OF ATTORNEY Column A China Column B I, (1) Column C Rampage Shopping Shares Rampage Shopping I am a holder of (2) Rampage Trading Designee I hereby irrevocably grant to Rampage Trading (Shanghai) Co., Ltd. (“ (a) Rampage Trading or the Designee may act as my exclusive agent and attorney concerning all matters pertaining to the Rampage Shopping Shares,] [Column A Column B Column C Re: Tax Payables Column D Dear Column B Rampage Shopping . Agreements Column B Column B In connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Sincerely, Shanghai Rampage Shopping Co., Ltd. [seal: Shanghai Rampage Shopping Co., Ltd.] Column B Column B Column B 1 Column] [Column A [for DATED 1 st December, 2008 1. MECOX LANE LIMITED Column B 2. LICENCE TO USE TRADE MARK THIS AGREEMENT is made the 1 st day of December, 2008 BETWEEN: 1. MECOX LANE LIMITED whose registered office is situate at [ Column B 2. WHEREAS the Licensor is the proprietor of the Trade Mark (as hereinafter defined) and] [DATED 1 st January, 2009 1. MECOX LANE LIMITED Column A 2. LICENCE TO USE TRADE MARK 1 THIS AGREEMENT is made the 1 st day of January, 2009 BETWEEN: 1. MECOX LANE LIMITED (the “Licensor”); and 2. Column A WHEREAS the Licensor is the proprietor of the Trade Mark (as hereinafter defined) and is prepared to grant the Licensee] [Supplemental Agreement Party A (Licensor): Mecox Lane Limited Column A Party B (Licensee): Column B Column C Column D Whereas, Party A and Party B have executed an agreement of “LICENCE TO USE TRADE MARK” (hereinafter the “Original Agreement”) on 1. Both parties agree to delete Article 12.3 of the original agreement, which provides for the following: “This Agreement shall] [October 14, 2007 1. Yili Wu 2. Shanghai Mecox Lane Information Technology Co., Ltd. Trademark License Agreement 1 THIS AGREEMENT is made on October 14, 2007 BETWEEN: 1. Yili Wu (the “Licensor”); and 2. Shanghai Mecox Lane Information Technology Co., Ltd. (the “Licensee”). WHEREAS the Licensor is the proprietor of the Trade Mark (as hereinafter defined) and is prepared to] [Network Advertisement Distributing Contract 1. Column A For the purpose of promotion of its products or services, Party A agrees to launch the advertisement on the media related to 2. The Advertising Service Terms are integrate part of this Contract and have the same legal effect as this Contract. 3. This Contract shall come into effect upon the execution of] [Lease Contract The Lessor (hereinafter “Party A”): Shanghai Jiang Chang Cloth Arts and Crafts Co., Ltd. Address: 420 Shu Lin Road, Eastern New Park, Song Jiang Industrial Area, Shanghai The Lessee (hereinafter “Party B”): Shanghai Mecox Lane International Mailorder Co., Ltd. Address: 2 Floor, 889 Yishan Road, Shanghai In accordance with the “Contract Law of the People’s Republic of China”] [Shanghai House Lease Contract Pre-lease of Commodity House (Contract No. ) Parties of this Contract: Lessor (Party A): Shanghai Liming Auxiliary Co., Ltd. Lessee (Party B): Shanghai Mecox Lane Information Technology Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China” and the “Regulations of the Shanghai Municipality on Building Leasing” (hereinafter the “Regulations”), Party A] [Shanghai Jiang Chang Cloth Arts and Crafts Co., Ltd. and Shanghai Mecox Lane International Mailoder Co., Ltd. Building Extension and Lease Agreement about Premises of 420 Shulin Road Xinqiao Town February 28, 2008 Content Article 1 Prerequisite 3 Article 2 The Scale and Standard of the Premises 4 Article 3 Time to Hand Over the Premises 5 Article 4 Lease] [Shanghai House Lease Contract Lessor: Shanghai Liming Auxiliary Co., Ltd. Lessee: Shanghai Mecox Lane Information Technology Co., Ltd. December 18, 2008 Shanghai Shanghai House Lease Contract (Contract No. ) Parties of this Contract: Lessor (Party A): Shanghai Liming Auxiliary Co., Ltd. Lessee (Party B): Shanghai Mecox Lane Information Technology Co., Ltd. In accordance with the “Contract Law of the People’s] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Shanghai New Cogi Cosmetic Co., Ltd. Lessee (Party B): Shanghai Mecox Lane Information Technology Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this] [Normal Building of Shanghai Chinalong Industrial Town Lease Contract Column A This contract is made by and between: Party A: Shanghai Chinalong Industrial Development Co., Ltd. Legal Address: 889 Yishan Road, Shanghai, China Tel: 64854680 64850557 Fax: 64854980 Business License: Party B: Shanghai Mecox Lane Information Technology Co., Ltd. Legal Address: Tel: Fax: Business License: Whereas, Party A has entered] [House Lease Contract This lease contract (hereinafter this “Contract”) is made by and between the following two parties in Shanghai, the People’s Republic of China (hereinafter “China”): Lessor (Party A): Shanghai Caohejing High-Tech Park Development Co., Ltd. Address: 900 Yishan Road, Shanghai, China Legal Representative: Qingzhou Chen Tel: 86-21-64850000 Fax: 86-21-64851906 Business License: 3101121021072 Column A Lessee (Party B): Column] [Lease Contract Party A: Shanghai Hexiang Information Technology Co., Ltd. (hereinafter “Party A”) Legal Representative: Jian Zhou Address: 188 Mingnan Road, Industry Park of Zhongshan Street, Songjiang District Tel: 13601722652 Party B: Shanghai Mecox Lane International Mailorder Co., Ltd. (hereinafter “Party B”) Address: 22th Floor, Building 20, 487 Tianlin Road, Shanghai Legal Representative: Alfred Beichun Gu Tel: 64950500 In accordance] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Beijing Bailiwei Technology Development Co., Ltd. Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Shijidazhi Real Estate Consulting Service Department of Fanyu District of Guangzhou Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Chengdu Da Ji Long Teng Freight Co., Ltd. Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached agreement through consultations and entered] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Beijing Bailiwei Technology Development Co., Ltd. Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached agreement through consultations and entered into this] [List of Subsidiaries of Mecox Lane Limited Beneficially Owned Subsidiaries Name of Company Jurisdiction of Incorporation Percentage of 1. eMecoxLane Co., Ltd. Cayman Islands 100 % 2. Rampage China Limited Cayman Islands 80 % 3. Rampage China (Hong Kong) Limited Hong Kong 80 % 4. Mecox Lane (Hong Kong) Limited Hong Kong 100 % 5. eMecoxLane (Hong Kong) Co., Limited] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 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 us under the] [May 10, 2010 Mecox Lane Limited CONSENT OF FROST & SULLIVAN Frost & Sullivan [seal: Frost & Sullivan (Beijing). Inc. Shanghai Branch Co.] EX-23.5 60 dex235.htm CONSENT OF FROST & SULLIVAN] [[Letterhead of iResearch] May 7, 2010 To: Mecox Lane Limited 22nd Floor, Gems Tower, Building 20 No. 487, Tianlin Road Shanghai 200233, China Attention: Mr. Paul Bang Zhang Dear Mr. Zhang: iResearch Consulting Group Alice Wen EX-23.6 61 dex236.htm CONSENT OF IRESEARCH CONSULTING GROUP] [September , 2010 Mecox Lane Limited 22nd Floor, Gems Tower, Building 20 No. 487, Tianlin Road Shanghai 200233 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.7 62 dex237.htm CONSENT OF ANTHONY KAI YIU LO, AN INDEPENDENT DIRECTOR APPOINTEE] [September 21, 2010 Mecox Lane Limited 22nd Floor, Gems Tower, Building 20 No. 487, Tianlin Road Shanghai 200233 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.8 63 dex238.htm CONSENT OF DAVID JIAN SUN, AN INDEPENDENT DIRECTOR APPOINTEE] [Code Code of Business Conduct and Ethics INTRODUCTION Purpose Company This Code contains general guidelines for conducting the business of Mecox Lane Limited and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “ Company employees employees principal financial officers This Code applies to all of the directors, officers and employees of the Company. We] [October 6, 2010 Mecox Lane Limited 22 nd Floor, Gems Tower, Building 20 No.487, Tianlin Road Shanghai 200233 People’s Republic of China Ladies and Gentlemen: PRC ADSs Ordinary Shares Company Offering Listing Transaction We are qualified lawyers of the People’s Republic of China (the “ Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them]

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MCOX [Mecox Lane] F-1: Subject to Completion Preliminary Prospectus Dated , 2010

[Subject to Completion Preliminary Prospectus Dated , 2010 American Depositary Shares Mecox Lane Limited Representing Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Mecox Lane Limited. We are offering ADSs, and the selling shareholders disclosed in this prospectus are offering an additional ADSs. Each ADS represents ordinary share[s]. We will not receive any] [THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MECOX LANE LIMITED special resolution dated July 9, 2010 THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF MECOX LANE LIMITED 1 The name of the Company] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MECOX LANE LIMITED (adopted by a Special Resolution passed on October 1, 2010 and effective conditional and immediately upon completion of the Company’s initial public offering of ordinary shares represented by American Depositary Shares) THE COMPANIES LAW (2010] [MECOX LANE LIMITED FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Agreement Company Schedule A Investors RECITALS A. Maxpro CDIB Peak Old Agreement On December 28, 2008, Maxpro Holdings Limited (“ B. Upasia had subsequently transferred all of its equity interest in the Company to Iconix China Holdings Limited, Unidex Holdings Ltd., Rich] [MECOX LANE LIMITED 2006 STOCK OPTION PLAN 1. PURPOSE OF PLAN Plan Company Subsidiary Group Board The purpose of the Mecox Lane Limited 2006 Stock Option Plan (this “ 2. ELIGIBILITY “Eligible Person “Securities Act “participant” The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines] [MECOX LANE LIMITED 2008 STOCK OPTION PLAN 1. PURPOSE OF PLAN Plan Company Subsidiary Group Board The purpose of the Mecox Lane Limited 2008 Stock Option Plan (this “ 2. ELIGIBILITY “Eligible Person “Securities Act “participant” The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines] [MECOX LANE LIMITED 2011 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE Plan Company The purpose of the Mecox Lane Limited 2011 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] [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] [EMPLOYMENT AGREEMENT Form A Column A THIS AGREEMENT is made on AMONG (1) Column B (2) Column C WHEREAS: Column D The Company wishes to retain the Executive as the IT IS HEREBY AGREED as follows: 1. Definitions In this Agreement with the context so admits the following words and expressions shall have the following meanings: 1.1 “The Board” shall] [28 December 2007 MECOX LANE LIMITED ALFRED GU BEI CHUN SUPPLEMENTARY SERVICE AGREEMENT CONTENTS CLAUSE PAGE 1. DEFINITIONS 1 2. EMPLOYMENT TERM 2 3. NON-COMPETE PAYMENT 3 4. INTELLECTUAL PROPERTY 3 5. OTHER INTEREST AND POST-TERMINATION UNDERTAKINGS 4 6. RESTRAINT ON ACTIVITIES OF THE EXECUTIVE AND CONFIDENTIALITY 7 7. BREACH 7 8.] [EMPLOYEE CONFIDENTIALITY AGREEMENT Column A Company In consideration of my employment with Employment. Employment Contract 1. Confidential Information 2. Company Information. (a) Former Employer Information . (b) 1 Third Party Information. Third Party Information (c) Inventions 3. Prior Inventions Prior Inventions (a) Service Inventions (b) Disclosure Inventions (i) 2 Title Service Inventions Company Interests (ii) Assignment (iii) 3 Reward and] [NON-COMPETITION AGREEMENT 1. Conditions of effectiveness 6 Non-Competition Period (a) I agree that, upon effectiveness of this Non-Competition Agreement, within (b) I agree that, upon effectiveness of this Non-Competition Agreement, during the Non-Competition Period, whether or not within business hours, I will not engage in any activities that compete with the business in which the Company is now involved or] [THIS SHAREHOLDERS AGREEMENT ETWEEN B (1) RAMPAGE CHINA LIMITED Company (2) MECOX LANE LIMITED, Party A (3) ICONIX CHINA LIMITED, Party B Parties Party (collectively, the HEREAS W Company (B) This Agreement sets out the terms and conditions governing the relationship between Party A and Party B as shareholders of the Company. T IS AGREED I 1. NTERPRETATION I Definitions] [THIS AMENDMENT AGREEMENT TO THE SHAREHOLDERS AGREEMENT Amendment Agreement Between: (1) AMPAGE HINA IMITED R th Company Floor, P.O.Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands, (the (2) ECOX ANE IMITED M Party A (3) CONIX HINA IMITED I Party B Parties Party (collectively, the Whereas, Shareholders Agreement (A) The Parties entered into a shareholders agreement (the th December] [ICONIX CHINA LIMITED as Assignor and RAMPAGE CHINA LIMITED as Assignee TRADEMARK ASSIGNMENT AGREEMENT CONTENTS CLAUSE PAGE 1 INTERPRETATION 2 2. ASSIGNMENT 4 3. NEW MARKS 5 4. 6 5. EXCLUSIVITY; GOODS MANUFACTURED; TERRITORY 7 6. INTERIM LICENCE 8 7.] [OMNIBUS ASSIGNMENT, ASSUMPTION AND ACCESSION AGREEMENT 3. Promptly following the execution of this Omnibus Agreement, each of the parties hereto shall cause the Memorandum and Articles to be amended so that all references therein to ICL shall be changed to references to ICL-Rampage. This Ominbus Agreement shall not constitute a waiver, amendment or modification of any other provision of any] [May 12, 2010 To: Mecox Lane Limited 22nd Floor, Gems Tower Building 20, No. 487, Tianlin Road Shanghai 200233, China Re: Consent Letter Dear Sirs: In order to realize the purposes of the parties under the above agreements, Mecox Lane Limited and its affiliates established Shanghai Rampage Shopping Co., Ltd. (“Shanghai Rampage”) in China in 2008, and Mecox Lane Limited] [QUITY INANCING GREEMENT E AGREEMENT Company Optionee Zhao HEREAS W A. On December 29, 2006, Optionee was duly granted by the Company an option to purchase up to 3,849,261 shares of the Ordinary Share of the Company, which option has fully vested. B. Option Shares The entire option was duly exercised by Optionee on 22, April, 2008 and 3,849,261 shares] [LOAN AGREEMENT among Column A Borrower (“ and SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD. (“ and Mai Wang Trading (Shanghai) Co., Ltd. Lender Column B Dated Agreement Column B China This LOAN AGREEMENT (this “ (A). Column A Borrower Column C Column D (B). Shanghai Mecox Lane Information Technology Co., Ltd. (“ML Information Technology”), a domestic limited liability company] [Promissory Note Column A Mai Wang Trading (Shanghai) Co., Ltd. Column B FOR VALUE RECEIVED, Column C Column A Column A Column A Column B Column C 2 Xu Yi RMB165,000 February, 2008 3 Zhang Bang RMB670,000 January 15, 2010 3 Pu Sijie RMB165,000 July 10, 2010 EX-10.16 20 dex1016.htm PROMISSORY NOTES] [EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A Grantor (“ and SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD. ML Information Technology (“ and MAI WANG TRADING (Shanghai) Co., Ltd. Grantee Column B Dated Agreement Column B China This EXCLUSIVE PURCHASE OPTION AGREEMENT (the “ (1) Column A Grantor Column C Column D (2) Shanghai Mecox Lane Information Technology Co., Ltd. Column] [POWER OF ATTORNEY Column A China Column B I, (1) Column C ML Information Technology ML Information Technology I am a holder of (2) ML Trading Designee I hereby irrevocably grant to (a) ML Trading or the Designee may act as my exclusive agent and attorney concerning all matters pertaining to the (b) Column D (c) 1 (3) All the] [EXCLUSIVE BUSINESS COOPERATION AGREEMENT between SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD and M18. COM NETWORK INFORMATION (SHANGHAI) CO., LTD. 1 Dated August 15, 2006 Agreement 15 China This EXCLUSIVE BUSINESS COOPERATION AGREEMENT (the “ (A) M18.com Shanghai Mecox Lane Information Technology Co., Ltd. (“ th Floor, Building B, 33 Guang Shun Road, Shanghai, China; and (B) ML Network M18.com] [EQUITY PLEDGE AGREEMENT among COLUMN A Pledgor (“ and SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD. ML Information Technology (“ and Mai Wang Trading (Shanghai) Co., Ltd. Beneficiary Column B Dated Agreement Column B China This EQUITY PLEDGE AGREEMENT (this “ (A). Column A Pledgor Column C Column D (B). ML Information Technology Shanghai Mecox Lane Information Technology Co., Ltd.] [Column A Column B Column C Re: Tax Payables Column D Dear Column B ML Information Technology Agreements Column B Column B In connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Sincerely, Shanghai Mecox Lane Information Technology Co., Ltd. [seal: Shanghai Mecox Lane Information Technology Co., Ltd.] Column B Column B] [Memorandum of Understanding and Certification Mai Wang Trading (Shanghai) Co., Ltd. (“Mai Wang Trading”), Shanghai Mecox Lane Information Technology Co., Ltd. (“MecoxLane Information”), and shareholders of MecoxLane Information, Mr. Alfred Beichun Gu, Mr. Miao Li, and Mr. Yu Shen, entered into the following agreements on August 15, 2006. The agreements were re-signed on Feb Loan Agreements . Promissory Notes. Exclusive] [LOAN AGREEMENT among Column A Borrower (“ and SHANGHAI MECOX LANE SHOPPING CO., LTD. (“ML Shopping”) and MAI WANG TRADING (SHANGHAI) CO., LTD. Lender (“ Column B Dated 1 Agreement Column B China This LOAN AGREEMENT (this “ (A). Column A Borrower Column C Column D (B). ML Shopping Shanghai Mecox Lane Shopping Co., Ltd. (“ (C) Lender MAI WANG] [Promissory Note Column A Column B FOR VALUE RECEIVED, Column C Column A Column A 1 Column A Column B Column C 1 XU YI RMB 1,500,000 Feb 20 th , 2010 2 ZHANG BANG RMB 3,000,000 Feb 20 th , 2010 3 LIU GUISHENG RMB 500,000] [EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A Grantor (“ and SHANGHAI MECOX LANE SHOPPING CO., LTD. ML Shopping (“ and MAI WANG TRADING (SHANGHAI) CO., LTD. Grantee Column B Dated -1- Agreement Column B China This EXCLUSIVE PURCHASE OPTION AGREEMENT (the “ (1) Column A Grantor Column C Column D (2) Shanghai Mecox Lane Shopping Co., Ltd. ML Shopping (3)] [POWER OF ATTORNEY Column A China Column B I, (1) Column C ML Shopping Shares ML Shopping I am a holder of (2) ML Trading Designee I hereby irrevocably grant to Mai Wang Trading (Shanghai) Co., Ltd. (“ (a) ML Trading or the Designee may act as my exclusive agent and attorney concerning all matters pertaining to the ML Shopping] [EXCLUSIVE BUSINESS COOPERATION AGREEMENT between SHANGHAI MECOX LANE SHOPPING CO., LTD and MAI WANG TRADING (SHANGHAI) CO., LTD. Dated August 20, 2007 Agreement Shanghai China This EXCLUSIVE BUSINESS COOPERATION AGREEMENT (the “ (A) ML Shopping Shanghai Mecox Lane Shopping Co., Ltd. (“ (B) ML Network Mai Wang Trading (Shanghai) Co., Ltd. (“ Party Parties ML Shopping and ML Network are] [EQUITY PLEDGE AGREEMENT among Column A Pledgor (“ and SHANGHAI MECOX LANE SHOPPING CO., LTD. ML Shopping (“ and MAI WANG TRADING (SHANGHAI) CO., LTD. Beneficiary Column B Dated 1 Agreement Column B China This EQUITY PLEDGE AGREEMENT (this “ (A). Column A Pledgor Column C Column D (B). ML Shopping Shanghai Mecox Lane Shopping Co., Ltd. (“ (C). Beneficiary] [Column A Column B Column C Re: Tax Payables Column D Dear Column B ML Shopping ML Trading Agreements Column B Column B In connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Sincerely, Shanghai Mecox Lane Shopping Co., Ltd. [seal: Shanghai Mecox Lane Shopping Co., Ltd.] Mai Wang Trading (Shanghai) Co.,] [Memorandum of Understanding and Certification Mai Wang Trading (Shanghai) Co., Ltd. (“Mai Wang Trading”), Shanghai Mecox Lane Shopping Co., Ltd. (“MecoxLane Shopping”), and shareholders of MecoxLane Shopping, Mr. Alfred Beichun Gu, Mr. Miao Li, and Mr. Shiqin Zhao, entered into the following agreements on August 20, 2007. Summary of each of the agreements is summarized below: Loan Agreements . Promissory] [LOAN AGREEMENT among Column A Borrower (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Lender (“ Column B Dated Agreement Column B China This LOAN AGREEMENT (this “ (A). Column A Borrower Column C Column D (B). Rampage Shopping Shanghai Rampage Shopping Co., Ltd. (“ (C). Lender Rampage Trading (Shanghai) Co., Ltd. (the] [EXCLUSIVE BUSINESS COOPERATION AGREEMENT between SHANGHAI RAMPAGE SHOPPING CO., LTD and RAMPAGE TRADING (SHANGHAI) CO., LTD. Dated May 18, 2010 Agreement China This EXCLUSIVE BUSINESS COOPERATION AGREEMENT (the “ (A) Rampage Shopping Shanghai Rampage Shopping Co., Ltd. (“ (B) RAMPAGE TRADING RAMPAGE TRADING(Shanghai) Co., Ltd. (“ Party Parties Rampage Shopping and RAMPAGE TRADING are each hereinafter referred to individually as] [EQUITY PLEDGE AGREEMENT among Column A Pledgor (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Beneficiary (“ Column B 1 Agreement Column B China This EQUITY PLEDGE AGREEMENT (this “ (A). Column A Pledgor Column C Column D (B). Rampage Shopping Shanghai Rampage Shopping Co., Ltd. (“ (C). Beneficiary Rampage Trading (Shanghai) Co.,] [EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A Grantor (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Grantee (“ Column B Dated -1- Agreement Column B China This EXCLUSIVE PURCHASE OPTION AGREEMENT (the “ (1) Column A Grantor Column C Column D (2) SHANGHAI RAMPAGE SHOPPING CO., LTD. Rampage Shopping (3) RAMPAGE TRADING (SHANGHAI)] [POWER OF ATTORNEY Column A China Column B I, (1) Column C Rampage Shopping Shares Rampage Shopping I am a holder of (2) Rampage Trading Designee I hereby irrevocably grant to Rampage Trading (Shanghai) Co., Ltd. (“ (a) Rampage Trading or the Designee may act as my exclusive agent and attorney concerning all matters pertaining to the Rampage Shopping Shares,] [Column A Column B Column C Re: Tax Payables Column D Dear Column B Rampage Shopping . Agreements Column B Column B In connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Sincerely, Shanghai Rampage Shopping Co., Ltd. [seal: Shanghai Rampage Shopping Co., Ltd.] Column B Column B Column B 1 Column] [Column A [for DATED 1 st December, 2008 1. MECOX LANE LIMITED Column B 2. LICENCE TO USE TRADE MARK THIS AGREEMENT is made the 1 st day of December, 2008 BETWEEN: 1. MECOX LANE LIMITED whose registered office is situate at [ Column B 2. WHEREAS the Licensor is the proprietor of the Trade Mark (as hereinafter defined) and] [DATED 1 st January, 2009 1. MECOX LANE LIMITED Column A 2. LICENCE TO USE TRADE MARK 1 THIS AGREEMENT is made the 1 st day of January, 2009 BETWEEN: 1. MECOX LANE LIMITED (the “Licensor”); and 2. Column A WHEREAS the Licensor is the proprietor of the Trade Mark (as hereinafter defined) and is prepared to grant the Licensee] [Supplemental Agreement Party A (Licensor): Mecox Lane Limited Column A Party B (Licensee): Column B Column C Column D Whereas, Party A and Party B have executed an agreement of “LICENCE TO USE TRADE MARK” (hereinafter the “Original Agreement”) on 1. Both parties agree to delete Article 12.3 of the original agreement, which provides for the following: “This Agreement shall] [October 14, 2007 1. Yili Wu 2. Shanghai Mecox Lane Information Technology Co., Ltd. Trademark License Agreement 1 THIS AGREEMENT is made on October 14, 2007 BETWEEN: 1. Yili Wu (the “Licensor”); and 2. Shanghai Mecox Lane Information Technology Co., Ltd. (the “Licensee”). WHEREAS the Licensor is the proprietor of the Trade Mark (as hereinafter defined) and is prepared to] [Network Advertisement Distributing Contract 1. Column A For the purpose of promotion of its products or services, Party A agrees to launch the advertisement on the media related to 2. The Advertising Service Terms are integrate part of this Contract and have the same legal effect as this Contract. 3. This Contract shall come into effect upon the execution of] [Lease Contract The Lessor (hereinafter “Party A”): Shanghai Jiang Chang Cloth Arts and Crafts Co., Ltd. Address: 420 Shu Lin Road, Eastern New Park, Song Jiang Industrial Area, Shanghai The Lessee (hereinafter “Party B”): Shanghai Mecox Lane International Mailorder Co., Ltd. Address: 2 Floor, 889 Yishan Road, Shanghai In accordance with the “Contract Law of the People’s Republic of China”] [Shanghai House Lease Contract Pre-lease of Commodity House (Contract No. ) Parties of this Contract: Lessor (Party A): Shanghai Liming Auxiliary Co., Ltd. Lessee (Party B): Shanghai Mecox Lane Information Technology Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China” and the “Regulations of the Shanghai Municipality on Building Leasing” (hereinafter the “Regulations”), Party A] [Shanghai Jiang Chang Cloth Arts and Crafts Co., Ltd. and Shanghai Mecox Lane International Mailoder Co., Ltd. Building Extension and Lease Agreement about Premises of 420 Shulin Road Xinqiao Town February 28, 2008 Content Article 1 Prerequisite 3 Article 2 The Scale and Standard of the Premises 4 Article 3 Time to Hand Over the Premises 5 Article 4 Lease] [Shanghai House Lease Contract Lessor: Shanghai Liming Auxiliary Co., Ltd. Lessee: Shanghai Mecox Lane Information Technology Co., Ltd. December 18, 2008 Shanghai Shanghai House Lease Contract (Contract No. ) Parties of this Contract: Lessor (Party A): Shanghai Liming Auxiliary Co., Ltd. Lessee (Party B): Shanghai Mecox Lane Information Technology Co., Ltd. In accordance with the “Contract Law of the People’s] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Shanghai New Cogi Cosmetic Co., Ltd. Lessee (Party B): Shanghai Mecox Lane Information Technology Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this] [Normal Building of Shanghai Chinalong Industrial Town Lease Contract Column A This contract is made by and between: Party A: Shanghai Chinalong Industrial Development Co., Ltd. Legal Address: 889 Yishan Road, Shanghai, China Tel: 64854680 64850557 Fax: 64854980 Business License: Party B: Shanghai Mecox Lane Information Technology Co., Ltd. Legal Address: Tel: Fax: Business License: Whereas, Party A has entered] [House Lease Contract This lease contract (hereinafter this “Contract”) is made by and between the following two parties in Shanghai, the People’s Republic of China (hereinafter “China”): Lessor (Party A): Shanghai Caohejing High-Tech Park Development Co., Ltd. Address: 900 Yishan Road, Shanghai, China Legal Representative: Qingzhou Chen Tel: 86-21-64850000 Fax: 86-21-64851906 Business License: 3101121021072 Column A Lessee (Party B): Column] [Lease Contract Party A: Shanghai Hexiang Information Technology Co., Ltd. (hereinafter “Party A”) Legal Representative: Jian Zhou Address: 188 Mingnan Road, Industry Park of Zhongshan Street, Songjiang District Tel: 13601722652 Party B: Shanghai Mecox Lane International Mailorder Co., Ltd. (hereinafter “Party B”) Address: 22th Floor, Building 20, 487 Tianlin Road, Shanghai Legal Representative: Alfred Beichun Gu Tel: 64950500 In accordance] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Beijing Bailiwei Technology Development Co., Ltd. Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Shijidazhi Real Estate Consulting Service Department of Fanyu District of Guangzhou Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Chengdu Da Ji Long Teng Freight Co., Ltd. Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached agreement through consultations and entered] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Beijing Bailiwei Technology Development Co., Ltd. Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached agreement through consultations and entered into this] [List of Subsidiaries of Mecox Lane Limited Beneficially Owned Subsidiaries Name of Company Jurisdiction of Incorporation Percentage of 1. eMecoxLane Co., Ltd. Cayman Islands 100 % 2. Rampage China Limited Cayman Islands 80 % 3. Rampage China (Hong Kong) Limited Hong Kong 80 % 4. Mecox Lane (Hong Kong) Limited Hong Kong 100 % 5. eMecoxLane (Hong Kong) Co., Limited] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 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 us under the] [May 10, 2010 Mecox Lane Limited CONSENT OF FROST & SULLIVAN Frost & Sullivan [seal: Frost & Sullivan (Beijing). Inc. Shanghai Branch Co.] EX-23.5 60 dex235.htm CONSENT OF FROST & SULLIVAN] [[Letterhead of iResearch] May 7, 2010 To: Mecox Lane Limited 22nd Floor, Gems Tower, Building 20 No. 487, Tianlin Road Shanghai 200233, China Attention: Mr. Paul Bang Zhang Dear Mr. Zhang: iResearch Consulting Group Alice Wen EX-23.6 61 dex236.htm CONSENT OF IRESEARCH CONSULTING GROUP] [September , 2010 Mecox Lane Limited 22nd Floor, Gems Tower, Building 20 No. 487, Tianlin Road Shanghai 200233 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.7 62 dex237.htm CONSENT OF ANTHONY KAI YIU LO, AN INDEPENDENT DIRECTOR APPOINTEE] [September 21, 2010 Mecox Lane Limited 22nd Floor, Gems Tower, Building 20 No. 487, Tianlin Road Shanghai 200233 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.8 63 dex238.htm CONSENT OF DAVID JIAN SUN, AN INDEPENDENT DIRECTOR APPOINTEE] [Code Code of Business Conduct and Ethics INTRODUCTION Purpose Company This Code contains general guidelines for conducting the business of Mecox Lane Limited and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “ Company employees employees principal financial officers This Code applies to all of the directors, officers and employees of the Company. We] [October 6, 2010 Mecox Lane Limited 22 nd Floor, Gems Tower, Building 20 No.487, Tianlin Road Shanghai 200233 People’s Republic of China Ladies and Gentlemen: PRC ADSs Ordinary Shares Company Offering Listing Transaction We are qualified lawyers of the People’s Republic of China (the “ Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them]

By | 2016-03-26T19:15:46+00:00 October 6th, 2010|Categories: Chinese Stocks, MCOX, Webplus ver|Tags: , , , , , |0 Comments
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