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

[] [Company No.: 203047 AMENDED AND RESTATED on 29 September, 2010 THIRD AMENDED AND RESTATED MEMORANDUM AND THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF TAL EDUCATION GROUP th Incorporated on the 10 IN THE CAYMAN ISLANDS THE COMPANIES LAW (2010 Revision) THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TAL EDUCATION GROUP 1. The name of the Company is TAL] [Name of Company: TAL EDUCATION GROUP Number: Share(s): [name of shareholder] Issued to: Dated Transferred from: TAL EDUCATION GROUP Number Share(s) US$[ ] [ ] Class A Common Shares US$0.001 [ ] Class B Common Shares US$0.001 Incorporated under the laws of the Cayman Islands [name of shareholder] [no. of share] THIS IS TO CERTIFY THAT GIVEN UNDER the common] [AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Dated this 12th Day of August 2009 by and among Xueersi International Education Group, BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, KTB/UCI China Ventures II Limited, TIGER GLOBAL FIVE CHINA HOLDINGS and CERTAIN ADDITIONAL PARTIES NAME HEREIN SHAREHOLDERS’ AGREEMENT 1. DEFINITIONS AND INTERPRETATION 3 1.1 DEFINITIONS. 3 1.2] [TAL Education Group ________ 2010 Dear Sirs TAL Education Group Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to TAL Education Group (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 dated 8 January 2008;] [___, 2010 TAL Education Group Re: American Depositary Shares of TAL Education Group (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and (b) such other documents, certificates and records as we have deemed necessary or appropriate as a] [, 2010 To: TAL Education Group Re: Legal Opinion on Certain PRC Law Matters PRC We are qualified lawyers of the People’s Republic of China (the “ Company Offering ADSs Prospectus We have acted as PRC legal counsel to TAL Education Group (the “ A. Documents Examined, Definition and Information Provided In connection with the furnishing of this opinion, we] [TAL EDUCATION GROUP 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of this TAL Education Group 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] [EXECUTION Dated February 12, 2009 (1) TAL group (2) ZHANG Bangxin ( ) (3) CAO Yundong ( ) (4) LIU Yachao ( ) (5) BAI Yunfeng ( ) (6) KTB/UCI China Ventures II Limited (7) TAL Group Limited (8) TAL Education Technology (Beijing) Co., Ltd. ( ) (9) Beijing Xueersi Education Technology Co., Ltd. ( ) (10) Beijing Xueersi Network] [SHARE PURCHASE AGREEMENT Dated this 12th Day of August 2009 by and among BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, TIGER GLOBAL FIVE CHINA HOLDINGS KTB CHINA OPTIMUM FUND and CERTAIN ADDITIONAL PARTIES NAMED HEREIN SHARE PURCHASE AGREEMENT TABLE OF CONTENTS 1. PURCHASE AND SALE OF COMMON SHARES 3 1.1 Sale of Common] [ASSUMPTION AGREEMENT Company New KTB Investor THIS ASSUMPTION AGREEMENT is made the 4th day of September, 2009, by and between Xueersi International Education Group (the “ The Company and the New Investor shall be referred to collectively as the Parties. WHEREAS (A) Purchase Agreement Shareholders Agreement As of August 12, 2009, the Company, certain existing shareholders of the Company and] [FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claim Agent Indemnification Event (i) 1 Expenses in settlement (if, and only if, such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) (the “ Derivative Actions] [FORM OF EMPLOYMENT AGREEMENT Agreement” Company Executive This EMPLOYMENT AGREEMENT (the “ RECITALS WHEREAS, 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) and under the terms and conditions of the Agreement; WHEREAS, the Executive desires to be employed by the Company during the] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (“ Party A: TAL Education Technology (Beijing) Co., Ltd. Party B refers to each of: (1) Beijing Xueersi Education Technology Co., Ltd. Party C refers to each of: Bangxin Zhang, ID Card No. 321182198010012913; Party Parties (Each of Party A, Party B, Affiliated Entities of Party B and Party] [Call Option Agreement The Call Option Agreement, dated as of February 12, 2009, is made by and among the following parties: Party A: TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“PRC”) with its legal address at No.1 Floor 2, Suzhou Street, Haidian] [Equity Pledge Supplemental Agreement Agreement This Equity Pledge Supplemental Agreement (“ Party A: PRC TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“ Party B refers to each of: Bangxin Zhang, ID Card No. 321182198010012913 Yundong Cao, ID Card No. 372831197910205618 Yachao Liu,] [Equity Pledge Supplemental Agreement Agreement This Equity Pledge Supplemental Agreement (“ Party A: PRC TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“ Party B refers to each of: Bangxin Zhang, ID Card No. 321182198010012913 Party C: rd Beijing Xueersi Network Technology Co.,] [Powers of Attorney Xueersi Education Xueersi Network WFOE Powers of Attorney We, Bangxin Zhang, Yundong Cao, Yachao Liu and Yunfeng Bai, collectively own 100% of the equity interests of Beijing Xueersi Education Technology Co., Ltd. (“ Agent We exclusively authorize WFOE or its designated representative(s) (“ 1. Attending shareholders’ meetings of Xueersi Education and Xueersi Network; 2. Without limiting the] [List of the Subsidiaries and Affiliated Entities of TAL Education Group Name Jurisdiction of Incorporation Subsidiaries: Beijing Huanqiu Zhikang Shidai Education Consulting Co., Ltd. PRC Wholly-owned subsidiary Beijing Yidu Huida Education Technology Co., Ltd. PRC Wholly-owned subsidiary TAL Education Technology (Beijing) Co., Ltd. PRC Wholly-owned subsidiary Xueersi International Education Group Limited Hong Kong Wholly-owned subsidiary Affiliated Entities: Beijing Xueersi Education] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated July 1, 2010, except for Note 23, as to which the date is September 29, 2010, relating to the consolidated financial statements of TAL Education Group and its subsidiaries and variable interest entities as of February 28,] [August 16, 2010 Board of Directors Subject: Written Consent of iResearch EX-23.4 21 h04316exv23w4.htm EX-23.4] [Board of Directors Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, EX-23.5 22 h04316exv23w5.htm EX-23.5] [September 27, 2010 TAL Education Group Ladies and Gentlemen: Sincerely yours, Jane Jie Sun EX-23.6 23 h04316exv23w6.htm EX-23.6] [September 29, 2010 TAL Education Group Ladies and Gentlemen: Sincerely yours, Wai Chau Lin EX-23.7 24 h04316exv23w7.htm EX-23.7] [TAL EDUCATION GROUP (Adopted by the Board of Directors of 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]

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XRS [TAL Education] F-1:

[] [Company No.: 203047 AMENDED AND RESTATED on 29 September, 2010 THIRD AMENDED AND RESTATED MEMORANDUM AND THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF TAL EDUCATION GROUP th Incorporated on the 10 IN THE CAYMAN ISLANDS THE COMPANIES LAW (2010 Revision) THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TAL EDUCATION GROUP 1. The name of the Company is TAL] [Name of Company: TAL EDUCATION GROUP Number: Share(s): [name of shareholder] Issued to: Dated Transferred from: TAL EDUCATION GROUP Number Share(s) US$[ ] [ ] Class A Common Shares US$0.001 [ ] Class B Common Shares US$0.001 Incorporated under the laws of the Cayman Islands [name of shareholder] [no. of share] THIS IS TO CERTIFY THAT GIVEN UNDER the common] [AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Dated this 12th Day of August 2009 by and among Xueersi International Education Group, BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, KTB/UCI China Ventures II Limited, TIGER GLOBAL FIVE CHINA HOLDINGS and CERTAIN ADDITIONAL PARTIES NAME HEREIN SHAREHOLDERS’ AGREEMENT 1. DEFINITIONS AND INTERPRETATION 3 1.1 DEFINITIONS. 3 1.2] [TAL Education Group ________ 2010 Dear Sirs TAL Education Group Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to TAL Education Group (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 dated 8 January 2008;] [___, 2010 TAL Education Group Re: American Depositary Shares of TAL Education Group (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and (b) such other documents, certificates and records as we have deemed necessary or appropriate as a] [, 2010 To: TAL Education Group Re: Legal Opinion on Certain PRC Law Matters PRC We are qualified lawyers of the People’s Republic of China (the “ Company Offering ADSs Prospectus We have acted as PRC legal counsel to TAL Education Group (the “ A. Documents Examined, Definition and Information Provided In connection with the furnishing of this opinion, we] [TAL EDUCATION GROUP 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of this TAL Education Group 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] [EXECUTION Dated February 12, 2009 (1) TAL group (2) ZHANG Bangxin ( ) (3) CAO Yundong ( ) (4) LIU Yachao ( ) (5) BAI Yunfeng ( ) (6) KTB/UCI China Ventures II Limited (7) TAL Group Limited (8) TAL Education Technology (Beijing) Co., Ltd. ( ) (9) Beijing Xueersi Education Technology Co., Ltd. ( ) (10) Beijing Xueersi Network] [SHARE PURCHASE AGREEMENT Dated this 12th Day of August 2009 by and among BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, TIGER GLOBAL FIVE CHINA HOLDINGS KTB CHINA OPTIMUM FUND and CERTAIN ADDITIONAL PARTIES NAMED HEREIN SHARE PURCHASE AGREEMENT TABLE OF CONTENTS 1. PURCHASE AND SALE OF COMMON SHARES 3 1.1 Sale of Common] [ASSUMPTION AGREEMENT Company New KTB Investor THIS ASSUMPTION AGREEMENT is made the 4th day of September, 2009, by and between Xueersi International Education Group (the “ The Company and the New Investor shall be referred to collectively as the Parties. WHEREAS (A) Purchase Agreement Shareholders Agreement As of August 12, 2009, the Company, certain existing shareholders of the Company and] [FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claim Agent Indemnification Event (i) 1 Expenses in settlement (if, and only if, such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) (the “ Derivative Actions] [FORM OF EMPLOYMENT AGREEMENT Agreement” Company Executive This EMPLOYMENT AGREEMENT (the “ RECITALS WHEREAS, 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) and under the terms and conditions of the Agreement; WHEREAS, the Executive desires to be employed by the Company during the] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (“ Party A: TAL Education Technology (Beijing) Co., Ltd. Party B refers to each of: (1) Beijing Xueersi Education Technology Co., Ltd. Party C refers to each of: Bangxin Zhang, ID Card No. 321182198010012913; Party Parties (Each of Party A, Party B, Affiliated Entities of Party B and Party] [Call Option Agreement The Call Option Agreement, dated as of February 12, 2009, is made by and among the following parties: Party A: TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“PRC”) with its legal address at No.1 Floor 2, Suzhou Street, Haidian] [Equity Pledge Supplemental Agreement Agreement This Equity Pledge Supplemental Agreement (“ Party A: PRC TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“ Party B refers to each of: Bangxin Zhang, ID Card No. 321182198010012913 Yundong Cao, ID Card No. 372831197910205618 Yachao Liu,] [Equity Pledge Supplemental Agreement Agreement This Equity Pledge Supplemental Agreement (“ Party A: PRC TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“ Party B refers to each of: Bangxin Zhang, ID Card No. 321182198010012913 Party C: rd Beijing Xueersi Network Technology Co.,] [Powers of Attorney Xueersi Education Xueersi Network WFOE Powers of Attorney We, Bangxin Zhang, Yundong Cao, Yachao Liu and Yunfeng Bai, collectively own 100% of the equity interests of Beijing Xueersi Education Technology Co., Ltd. (“ Agent We exclusively authorize WFOE or its designated representative(s) (“ 1. Attending shareholders’ meetings of Xueersi Education and Xueersi Network; 2. Without limiting the] [List of the Subsidiaries and Affiliated Entities of TAL Education Group Name Jurisdiction of Incorporation Subsidiaries: Beijing Huanqiu Zhikang Shidai Education Consulting Co., Ltd. PRC Wholly-owned subsidiary Beijing Yidu Huida Education Technology Co., Ltd. PRC Wholly-owned subsidiary TAL Education Technology (Beijing) Co., Ltd. PRC Wholly-owned subsidiary Xueersi International Education Group Limited Hong Kong Wholly-owned subsidiary Affiliated Entities: Beijing Xueersi Education] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated July 1, 2010, except for Note 23, as to which the date is September 29, 2010, relating to the consolidated financial statements of TAL Education Group and its subsidiaries and variable interest entities as of February 28,] [August 16, 2010 Board of Directors Subject: Written Consent of iResearch EX-23.4 21 h04316exv23w4.htm EX-23.4] [Board of Directors Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, EX-23.5 22 h04316exv23w5.htm EX-23.5] [September 27, 2010 TAL Education Group Ladies and Gentlemen: Sincerely yours, Jane Jie Sun EX-23.6 23 h04316exv23w6.htm EX-23.6] [September 29, 2010 TAL Education Group Ladies and Gentlemen: Sincerely yours, Wai Chau Lin EX-23.7 24 h04316exv23w7.htm EX-23.7] [TAL EDUCATION GROUP (Adopted by the Board of Directors of 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]

By | 2016-02-29T04:21:26+00:00 September 29th, 2010|Categories: Chinese Stocks, Webplus ver, XRS|Tags: , , , , , |0 Comments
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XRS [TAL Education] F-1:

[] [Company No.: 203047 AMENDED AND RESTATED on 29 September, 2010 THIRD AMENDED AND RESTATED MEMORANDUM AND THIRD AMENDED AND RESTATED ARTICLES OFSOCIATION OF TAL EDUCATION thorporated on the 10 IN THEYMAN ISLANDS THEMPANIES LAW (2010 Revision) THIRD AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF TAL EDUCATION] [Name ofmpany: TAL EDUCATION Number: Share(s): [name of shareholder] Issued to:ted Transferred from: TAL EDUCATION Number Share(s) US$[ ] [ ] ClassAmmon Shares US$0.001 [ ] ClassBmmon Shares US$0.001orporated under the laws of theyman Islands [name of shareholder] [no. of share] THIS IS TO CERTIFY THAT] [AMENDED AND RESTATED SHAREHOLDERSREEMENTted this 12thy of August2009 by and among Xueersi International Education, BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, KTB/UCI China Ventures II Limited, TIGER GLOBAL FIVE CHINAS and CERTAINDITIONAL PARTIES NAME HEREIN SHAREHOLDERSREEMENT 1.] [TAL Education ________ 2010 Dear Sirs TAL Educationmpany Registration StatementSs Shares We have actedyman Islands legalvisers to TAL Education (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals,pies or final drafts of the following documents: 1.1] [___, 2010 TAL Education Re: American Depositary Shares of TAL Education (thempany) Ladies and Gentlemen: Innnection with rendering the opinion set forth below, we have examined and relied on originals orpies of the following: (a) the Registration Statement; and (b) such other documents, certificates and records we have deemed necessary or appropriate a basis for] [, 2010 To: TAL Education Re: Legal Opinion on Certain Law Matters We are qualified lawyers of the Peoples Republic of China (thempany OfferingSs Prospectus We have acted legalunsel to TAL Education (the A. Documents Examined, Definition and Information Provided Innnection with the furnishing of this opinion, we have examinedpies, certified or otherwise identified to] [TAL EDUCATION 2010 SHAREENTIVE PLAN ARTICLE 1 PURPOSE Planmpany The purpose of this TAL Education 2010 Shareentive Plan (the ARTICLE 2 DEFINITIONS ANDNSTRUCTION Wherever the following terms are used in the Plan they shall have the meaningsecified below, unless thentext clearly indicates otherwise. The singular pronoun shalllude the plural where thentext so indicates.] [EXECUTIONted February12, 2009 (1)TAL (2)ZHANG Bangxin ( ) (3)CAO Yundong ( ) (4)LIU Yachao ( ) (5)BAI Yunfeng ( ) (6)KTB/UCI China Ventures II Limited (7)TAL Limited (8)TAL Education Technology (Beijing) ( ) (9)Beijing Xueersi Education Technology ( ) (10)Beijing Xueersi Network Technology] [SHARE PURCHASEREEMENTted this 12thy of August2009 by and among BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, TIGER GLOBAL FIVE CHINAS KTB CHINA OPTIMUM FUND and CERTAINDITIONAL PARTIES NAMED HEREIN SHARE PURCHASEREEMENT TABLE OFNTENTS 1. PURCHASE ANDLE OFMMON SHARES] [ASSUMPTIONREEMENTmpany New KTB Investor THISSUMPTIONREEMENT is made the 4thy of September, 2009, by and between Xueersi International Education (the Thempany and the New Investor shall be referred tollectively the Parties. WHEREAS (A) Purchasereement Shareholdersreement of August12, 2009, thempany, certain existing shareholders of thempany and certain other parties entered into a Share Purchasereement (the] [FORM OF DIRECTOR AND OFFICER INDEMNIFICATIONREEMENT INDEMNIFICATIONREEMENTreementmpany Indemnitee This WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claiment Indemnification Event (i) Expenses in settlement (if, and only if, such settlement is approved invance by thempany, which approval shall not be unreasonably withheld) (the] [FORM OF EMPLOYMENTREEMENTreementmpany Executive This EMPLOYMENTREEMENT (the RECITALS WHEREAS, thempany desires to employ the Executive and tosure itself of the services of the Executive during the term of Employment (as defined below) and under the terms andnditions of thereement; WHEREAS, the Executive desires to be employed by thempany during the term of Employment and under] [Exclusive Businessoperationreementreement This Exclusive Businessoperationreement ( Party A: TAL Education Technology (Beijing) Party B refers to each of: (1)Beijing Xueersi Education Technology Party C refers to each of: Bangxin Zhang, IDrd No.321182198010012913; Party Parties (Each of Party A, Party B, Affiliated Entities of Party B and Party C, a] [Call Optionreement Thell Optionreement,ted of February12, 2009, is made by and among the following parties: Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China (PRC) with its legaldress at No.1 Floor 2, Suzhou Street, Haidian District, Beijing.] [Equity Pledge Supplementalreementreement This Equity Pledge Supplementalreement ( Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China ( Party B refers to each of: Bangxin Zhang, IDrd No.321182198010012913] [Equity Pledge Supplementalreementreement This Equity Pledge Supplementalreement ( Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China ( Party B refers to each of: Bangxin Zhang, IDrd No.321182198010012913] [Powers of Attorney Xueersi Education Xueersi Network WFOE Powers of Attorney We, Bangxin Zhang, Yundongo, Yachao Liu and Yunfeng Bai,llectively own 100% of the equity interests of Beijing Xueersi Education Technology (ent We exclusively authorize WFOE or its designated representative(s) ( 1. Attending shareholders meetings of Xueersi Education and Xueersi Network;] [List of the Subsidiaries and Affiliated Entities of TAL Education Name Jurisdiction oforporation Subsidiaries: Beijing Huanqiu Zhikang Shidai Educationnsulting Wholly-owned subsidiary Beijing Yidu Huida Education Technology Wholly-owned subsidiary TAL Education Technology (Beijing) Wholly-owned subsidiary Xueersi International Education Limited] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Registration Statement on Form F-1 of our reportted July1, 2010, except for Note 23, to which thete is September 29, 2010, relating to thensolidated financial statements of TAL Education and its subsidiaries and variable interest entities of February28, 2009 and 2010, and] [August16, 2010 Board of Directors Subject: Writtennsent of iResearch EX-23.4 h04316exv23w4.htm 21 EX-23.4] [Board of Directors Subject: WRITTENNSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, EX-23.5 h04316exv23w5.htm 22 EX-23.5] [September27, 2010 TAL Education Ladies and Gentlemen: Sincerely yours, Jane Jie Sun EX-23.6 h04316exv23w6.htm 23 EX-23.6] [September29, 2010 TAL Education Ladies and Gentlemen: Sincerely yours, Wai Chau Lin EX-23.7 h04316exv23w7.htm 24 EX-23.7] [TAL EDUCATION (Adopted by the Board of Directors of 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]

By | 2016-02-14T20:53:44+00:00 September 29th, 2010|Categories: Chinese Stocks, Webplus ver, XRS|Tags: , , , , , |0 Comments
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XRS [TAL Education] F-1: (Original Filing)

[] [Company No.: 203047 AMENDED AND RESTATED on 29 September, 2010 THIRD AMENDED AND RESTATED MEMORANDUM AND THIRD AMENDED AND RESTATED ARTICLES OFSOCIATION OF TAL EDUCATION thorporated on the 10 IN THEYMAN ISLANDS THEMPANIES LAW (2010 Revision) THIRD AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF TAL EDUCATION] [Name ofmpany: TAL EDUCATION Number: Share(s): [name of shareholder] Issued to:ted Transferred from: TAL EDUCATION Number Share(s) US$[ ] [ ] ClassAmmon Shares US$0.001 [ ] ClassBmmon Shares US$0.001orporated under the laws of theyman Islands [name of shareholder] [no. of share] THIS IS TO CERTIFY THAT] [AMENDED AND RESTATED SHAREHOLDERSREEMENTted this 12thy of August2009 by and among Xueersi International Education, BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, KTB/UCI China Ventures II Limited, TIGER GLOBAL FIVE CHINAS and CERTAINDITIONAL PARTIES NAME HEREIN SHAREHOLDERSREEMENT 1.] [TAL Education ________ 2010 Dear Sirs TAL Educationmpany Registration StatementSs Shares We have actedyman Islands legalvisers to TAL Education (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals,pies or final drafts of the following documents: 1.1] [___, 2010 TAL Education Re: American Depositary Shares of TAL Education (thempany) Ladies and Gentlemen: Innnection with rendering the opinion set forth below, we have examined and relied on originals orpies of the following: (a) the Registration Statement; and (b) such other documents, certificates and records we have deemed necessary or appropriate a basis for] [, 2010 To: TAL Education Re: Legal Opinion on Certain Law Matters We are qualified lawyers of the Peoples Republic of China (thempany OfferingSs Prospectus We have acted legalunsel to TAL Education (the A. Documents Examined, Definition and Information Provided Innnection with the furnishing of this opinion, we have examinedpies, certified or otherwise identified to] [TAL EDUCATION 2010 SHAREENTIVE PLAN ARTICLE 1 PURPOSE Planmpany The purpose of this TAL Education 2010 Shareentive Plan (the ARTICLE 2 DEFINITIONS ANDNSTRUCTION Wherever the following terms are used in the Plan they shall have the meaningsecified below, unless thentext clearly indicates otherwise. The singular pronoun shalllude the plural where thentext so indicates.] [EXECUTIONted February12, 2009 (1)TAL (2)ZHANG Bangxin ( ) (3)CAO Yundong ( ) (4)LIU Yachao ( ) (5)BAI Yunfeng ( ) (6)KTB/UCI China Ventures II Limited (7)TAL Limited (8)TAL Education Technology (Beijing) ( ) (9)Beijing Xueersi Education Technology ( ) (10)Beijing Xueersi Network Technology] [SHARE PURCHASEREEMENTted this 12thy of August2009 by and among BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, TIGER GLOBAL FIVE CHINAS KTB CHINA OPTIMUM FUND and CERTAINDITIONAL PARTIES NAMED HEREIN SHARE PURCHASEREEMENT TABLE OFNTENTS 1. PURCHASE ANDLE OFMMON SHARES] [ASSUMPTIONREEMENTmpany New KTB Investor THISSUMPTIONREEMENT is made the 4thy of September, 2009, by and between Xueersi International Education (the Thempany and the New Investor shall be referred tollectively the Parties. WHEREAS (A) Purchasereement Shareholdersreement of August12, 2009, thempany, certain existing shareholders of thempany and certain other parties entered into a Share Purchasereement (the] [FORM OF DIRECTOR AND OFFICER INDEMNIFICATIONREEMENT INDEMNIFICATIONREEMENTreementmpany Indemnitee This WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claiment Indemnification Event (i) Expenses in settlement (if, and only if, such settlement is approved invance by thempany, which approval shall not be unreasonably withheld) (the] [FORM OF EMPLOYMENTREEMENTreementmpany Executive This EMPLOYMENTREEMENT (the RECITALS WHEREAS, thempany desires to employ the Executive and tosure itself of the services of the Executive during the term of Employment (as defined below) and under the terms andnditions of thereement; WHEREAS, the Executive desires to be employed by thempany during the term of Employment and under] [Exclusive Businessoperationreementreement This Exclusive Businessoperationreement ( Party A: TAL Education Technology (Beijing) Party B refers to each of: (1)Beijing Xueersi Education Technology Party C refers to each of: Bangxin Zhang, IDrd No.321182198010012913; Party Parties (Each of Party A, Party B, Affiliated Entities of Party B and Party C, a] [Call Optionreement Thell Optionreement,ted of February12, 2009, is made by and among the following parties: Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China (PRC) with its legaldress at No.1 Floor 2, Suzhou Street, Haidian District, Beijing.] [Equity Pledge Supplementalreementreement This Equity Pledge Supplementalreement ( Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China ( Party B refers to each of: Bangxin Zhang, IDrd No.321182198010012913] [Equity Pledge Supplementalreementreement This Equity Pledge Supplementalreement ( Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China ( Party B refers to each of: Bangxin Zhang, IDrd No.321182198010012913] [Powers of Attorney Xueersi Education Xueersi Network WFOE Powers of Attorney We, Bangxin Zhang, Yundongo, Yachao Liu and Yunfeng Bai,llectively own 100% of the equity interests of Beijing Xueersi Education Technology (ent We exclusively authorize WFOE or its designated representative(s) ( 1. Attending shareholders meetings of Xueersi Education and Xueersi Network;] [List of the Subsidiaries and Affiliated Entities of TAL Education Name Jurisdiction oforporation Subsidiaries: Beijing Huanqiu Zhikang Shidai Educationnsulting Wholly-owned subsidiary Beijing Yidu Huida Education Technology Wholly-owned subsidiary TAL Education Technology (Beijing) Wholly-owned subsidiary Xueersi International Education Limited] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Registration Statement on Form F-1 of our reportted July1, 2010, except for Note 23, to which thete is September 29, 2010, relating to thensolidated financial statements of TAL Education and its subsidiaries and variable interest entities of February28, 2009 and 2010, and] [August16, 2010 Board of Directors Subject: Writtennsent of iResearch EX-23.4 h04316exv23w4.htm 21 EX-23.4] [Board of Directors Subject: WRITTENNSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, EX-23.5 h04316exv23w5.htm 22 EX-23.5] [September27, 2010 TAL Education Ladies and Gentlemen: Sincerely yours, Jane Jie Sun EX-23.6 h04316exv23w6.htm 23 EX-23.6] [September29, 2010 TAL Education Ladies and Gentlemen: Sincerely yours, Wai Chau Lin EX-23.7 h04316exv23w7.htm 24 EX-23.7] [TAL EDUCATION (Adopted by the Board of Directors of 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]

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

[Subject tompletion.ted, 2010. TAL Education American Depositary Shares Representing ClassAmmon Shares This is an initial public offering of American depositary shares, orSs, of TAL Education. We are offeringADSs. EachS represents of our ClassAmmon share(s), par value $0.001 per share. See Risk Factors beginning on page12 to readout risks you shouldnsider before buying theSs.] [Company No.: 203047 AMENDED AND RESTATED on 29 September, 2010 THIRD AMENDED AND RESTATED MEMORANDUM AND THIRD AMENDED AND RESTATED ARTICLES OFSOCIATION OF TAL EDUCATION thorporated on the 10 IN THEYMAN ISLANDS THEMPANIES LAW (2010 Revision) THIRD AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF TAL EDUCATION] [Name ofmpany: TAL EDUCATION Number: Share(s): [name of shareholder] Issued to:ted Transferred from: TAL EDUCATION Number Share(s) US$[ ] [ ] ClassAmmon Shares US$0.001 [ ] ClassBmmon Shares US$0.001orporated under the laws of theyman Islands [name of shareholder] [no. of share] THIS IS TO CERTIFY THAT] [AMENDED AND RESTATED SHAREHOLDERSREEMENTted this 12thy of August2009 by and among Xueersi International Education, BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, KTB/UCI China Ventures II Limited, TIGER GLOBAL FIVE CHINAS and CERTAINDITIONAL PARTIES NAME HEREIN SHAREHOLDERSREEMENT 1.] [TAL Education ________ 2010 Dear Sirs TAL Educationmpany Registration StatementSs Shares We have actedyman Islands legalvisers to TAL Education (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals,pies or final drafts of the following documents: 1.1] [___, 2010 TAL Education Re: American Depositary Shares of TAL Education (thempany) Ladies and Gentlemen: Innnection with rendering the opinion set forth below, we have examined and relied on originals orpies of the following: (a) the Registration Statement; and (b) such other documents, certificates and records we have deemed necessary or appropriate a basis for] [, 2010 To: TAL Education Re: Legal Opinion on Certain Law Matters We are qualified lawyers of the Peoples Republic of China (thempany OfferingSs Prospectus We have acted legalunsel to TAL Education (the A. Documents Examined, Definition and Information Provided Innnection with the furnishing of this opinion, we have examinedpies, certified or otherwise identified to] [TAL EDUCATION 2010 SHAREENTIVE PLAN ARTICLE 1 PURPOSE Planmpany The purpose of this TAL Education 2010 Shareentive Plan (the ARTICLE 2 DEFINITIONS ANDNSTRUCTION Wherever the following terms are used in the Plan they shall have the meaningsecified below, unless thentext clearly indicates otherwise. The singular pronoun shalllude the plural where thentext so indicates.] [EXECUTIONted February12, 2009 (1)TAL (2)ZHANG Bangxin ( ) (3)CAO Yundong ( ) (4)LIU Yachao ( ) (5)BAI Yunfeng ( ) (6)KTB/UCI China Ventures II Limited (7)TAL Limited (8)TAL Education Technology (Beijing) ( ) (9)Beijing Xueersi Education Technology ( ) (10)Beijing Xueersi Network Technology] [SHARE PURCHASEREEMENTted this 12thy of August2009 by and among BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, TIGER GLOBAL FIVE CHINAS KTB CHINA OPTIMUM FUND and CERTAINDITIONAL PARTIES NAMED HEREIN SHARE PURCHASEREEMENT TABLE OFNTENTS 1. PURCHASE ANDLE OFMMON SHARES] [ASSUMPTIONREEMENTmpany New KTB Investor THISSUMPTIONREEMENT is made the 4thy of September, 2009, by and between Xueersi International Education (the Thempany and the New Investor shall be referred tollectively the Parties. WHEREAS (A) Purchasereement Shareholdersreement of August12, 2009, thempany, certain existing shareholders of thempany and certain other parties entered into a Share Purchasereement (the] [FORM OF DIRECTOR AND OFFICER INDEMNIFICATIONREEMENT INDEMNIFICATIONREEMENTreementmpany Indemnitee This WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claiment Indemnification Event (i) Expenses in settlement (if, and only if, such settlement is approved invance by thempany, which approval shall not be unreasonably withheld) (the] [FORM OF EMPLOYMENTREEMENTreementmpany Executive This EMPLOYMENTREEMENT (the RECITALS WHEREAS, thempany desires to employ the Executive and tosure itself of the services of the Executive during the term of Employment (as defined below) and under the terms andnditions of thereement; WHEREAS, the Executive desires to be employed by thempany during the term of Employment and under] [Exclusive Businessoperationreementreement This Exclusive Businessoperationreement ( Party A: TAL Education Technology (Beijing) Party B refers to each of: (1)Beijing Xueersi Education Technology Party C refers to each of: Bangxin Zhang, IDrd No.321182198010012913; Party Parties (Each of Party A, Party B, Affiliated Entities of Party B and Party C, a] [Call Optionreement Thell Optionreement,ted of February12, 2009, is made by and among the following parties: Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China (PRC) with its legaldress at No.1 Floor 2, Suzhou Street, Haidian District, Beijing.] [Equity Pledge Supplementalreementreement This Equity Pledge Supplementalreement ( Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China ( Party B refers to each of: Bangxin Zhang, IDrd No.321182198010012913] [Equity Pledge Supplementalreementreement This Equity Pledge Supplementalreement ( Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China ( Party B refers to each of: Bangxin Zhang, IDrd No.321182198010012913] [Powers of Attorney Xueersi Education Xueersi Network WFOE Powers of Attorney We, Bangxin Zhang, Yundongo, Yachao Liu and Yunfeng Bai,llectively own 100% of the equity interests of Beijing Xueersi Education Technology (ent We exclusively authorize WFOE or its designated representative(s) ( 1. Attending shareholders meetings of Xueersi Education and Xueersi Network;] [List of the Subsidiaries and Affiliated Entities of TAL Education Name Jurisdiction oforporation Subsidiaries: Beijing Huanqiu Zhikang Shidai Educationnsulting Wholly-owned subsidiary Beijing Yidu Huida Education Technology Wholly-owned subsidiary TAL Education Technology (Beijing) Wholly-owned subsidiary Xueersi International Education Limited] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Registration Statement on Form F-1 of our reportted July1, 2010, except for Note 23, to which thete is September 29, 2010, relating to thensolidated financial statements of TAL Education and its subsidiaries and variable interest entities of February28, 2009 and 2010, and] [August16, 2010 Board of Directors Subject: Writtennsent of iResearch EX-23.4 h04316exv23w4.htm 21 EX-23.4] [Board of Directors Subject: WRITTENNSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, EX-23.5 h04316exv23w5.htm 22 EX-23.5] [September27, 2010 TAL Education Ladies and Gentlemen: Sincerely yours, Jane Jie Sun EX-23.6 h04316exv23w6.htm 23 EX-23.6] [September29, 2010 TAL Education Ladies and Gentlemen: Sincerely yours, Wai Chau Lin EX-23.7 h04316exv23w7.htm 24 EX-23.7] [TAL EDUCATION (Adopted by the Board of Directors of 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]

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XRS [TAL Education] F-1: Subject tompletion.ted, 2010. TAL Education American Depositary Shares

[Subject tompletion.ted, 2010. TAL Education American Depositary Shares Representing ClassAmmon Shares This is an initial public offering of American depositary shares, orSs, of TAL Education. We are offeringADSs. EachS represents of our ClassAmmon share(s), par value $0.001 per share. See Risk Factors beginning on page12 to readout risks you shouldnsider before buying theSs.] [Company No.: 203047 AMENDED AND RESTATED on 29 September, 2010 THIRD AMENDED AND RESTATED MEMORANDUM AND THIRD AMENDED AND RESTATED ARTICLES OFSOCIATION OF TAL EDUCATION thorporated on the 10 IN THEYMAN ISLANDS THEMPANIES LAW (2010 Revision) THIRD AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF TAL EDUCATION] [Name ofmpany: TAL EDUCATION Number: Share(s): [name of shareholder] Issued to:ted Transferred from: TAL EDUCATION Number Share(s) US$[ ] [ ] ClassAmmon Shares US$0.001 [ ] ClassBmmon Shares US$0.001orporated under the laws of theyman Islands [name of shareholder] [no. of share] THIS IS TO CERTIFY THAT] [AMENDED AND RESTATED SHAREHOLDERSREEMENTted this 12thy of August2009 by and among Xueersi International Education, BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, KTB/UCI China Ventures II Limited, TIGER GLOBAL FIVE CHINAS and CERTAINDITIONAL PARTIES NAME HEREIN SHAREHOLDERSREEMENT 1.] [TAL Education ________ 2010 Dear Sirs TAL Educationmpany Registration StatementSs Shares We have actedyman Islands legalvisers to TAL Education (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals,pies or final drafts of the following documents: 1.1] [___, 2010 TAL Education Re: American Depositary Shares of TAL Education (thempany) Ladies and Gentlemen: Innnection with rendering the opinion set forth below, we have examined and relied on originals orpies of the following: (a) the Registration Statement; and (b) such other documents, certificates and records we have deemed necessary or appropriate a basis for] [, 2010 To: TAL Education Re: Legal Opinion on Certain Law Matters We are qualified lawyers of the Peoples Republic of China (thempany OfferingSs Prospectus We have acted legalunsel to TAL Education (the A. Documents Examined, Definition and Information Provided Innnection with the furnishing of this opinion, we have examinedpies, certified or otherwise identified to] [TAL EDUCATION 2010 SHAREENTIVE PLAN ARTICLE 1 PURPOSE Planmpany The purpose of this TAL Education 2010 Shareentive Plan (the ARTICLE 2 DEFINITIONS ANDNSTRUCTION Wherever the following terms are used in the Plan they shall have the meaningsecified below, unless thentext clearly indicates otherwise. The singular pronoun shalllude the plural where thentext so indicates.] [EXECUTIONted February12, 2009 (1)TAL (2)ZHANG Bangxin ( ) (3)CAO Yundong ( ) (4)LIU Yachao ( ) (5)BAI Yunfeng ( ) (6)KTB/UCI China Ventures II Limited (7)TAL Limited (8)TAL Education Technology (Beijing) ( ) (9)Beijing Xueersi Education Technology ( ) (10)Beijing Xueersi Network Technology] [SHARE PURCHASEREEMENTted this 12thy of August2009 by and among BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, TIGER GLOBAL FIVE CHINAS KTB CHINA OPTIMUM FUND and CERTAINDITIONAL PARTIES NAMED HEREIN SHARE PURCHASEREEMENT TABLE OFNTENTS 1. PURCHASE ANDLE OFMMON SHARES] [ASSUMPTIONREEMENTmpany New KTB Investor THISSUMPTIONREEMENT is made the 4thy of September, 2009, by and between Xueersi International Education (the Thempany and the New Investor shall be referred tollectively the Parties. WHEREAS (A) Purchasereement Shareholdersreement of August12, 2009, thempany, certain existing shareholders of thempany and certain other parties entered into a Share Purchasereement (the] [FORM OF DIRECTOR AND OFFICER INDEMNIFICATIONREEMENT INDEMNIFICATIONREEMENTreementmpany Indemnitee This WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claiment Indemnification Event (i) Expenses in settlement (if, and only if, such settlement is approved invance by thempany, which approval shall not be unreasonably withheld) (the] [FORM OF EMPLOYMENTREEMENTreementmpany Executive This EMPLOYMENTREEMENT (the RECITALS WHEREAS, thempany desires to employ the Executive and tosure itself of the services of the Executive during the term of Employment (as defined below) and under the terms andnditions of thereement; WHEREAS, the Executive desires to be employed by thempany during the term of Employment and under] [Exclusive Businessoperationreementreement This Exclusive Businessoperationreement ( Party A: TAL Education Technology (Beijing) Party B refers to each of: (1)Beijing Xueersi Education Technology Party C refers to each of: Bangxin Zhang, IDrd No.321182198010012913; Party Parties (Each of Party A, Party B, Affiliated Entities of Party B and Party C, a] [Call Optionreement Thell Optionreement,ted of February12, 2009, is made by and among the following parties: Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China (PRC) with its legaldress at No.1 Floor 2, Suzhou Street, Haidian District, Beijing.] [Equity Pledge Supplementalreementreement This Equity Pledge Supplementalreement ( Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China ( Party B refers to each of: Bangxin Zhang, IDrd No.321182198010012913] [Equity Pledge Supplementalreementreement This Equity Pledge Supplementalreement ( Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China ( Party B refers to each of: Bangxin Zhang, IDrd No.321182198010012913] [Powers of Attorney Xueersi Education Xueersi Network WFOE Powers of Attorney We, Bangxin Zhang, Yundongo, Yachao Liu and Yunfeng Bai,llectively own 100% of the equity interests of Beijing Xueersi Education Technology (ent We exclusively authorize WFOE or its designated representative(s) ( 1. Attending shareholders meetings of Xueersi Education and Xueersi Network;] [List of the Subsidiaries and Affiliated Entities of TAL Education Name Jurisdiction oforporation Subsidiaries: Beijing Huanqiu Zhikang Shidai Educationnsulting Wholly-owned subsidiary Beijing Yidu Huida Education Technology Wholly-owned subsidiary TAL Education Technology (Beijing) Wholly-owned subsidiary Xueersi International Education Limited] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Registration Statement on Form F-1 of our reportted July1, 2010, except for Note 23, to which thete is September 29, 2010, relating to thensolidated financial statements of TAL Education and its subsidiaries and variable interest entities of February28, 2009 and 2010, and] [August16, 2010 Board of Directors Subject: Writtennsent of iResearch EX-23.4 h04316exv23w4.htm 21 EX-23.4] [Board of Directors Subject: WRITTENNSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, EX-23.5 h04316exv23w5.htm 22 EX-23.5] [September27, 2010 TAL Education Ladies and Gentlemen: Sincerely yours, Jane Jie Sun EX-23.6 h04316exv23w6.htm 23 EX-23.6] [September29, 2010 TAL Education Ladies and Gentlemen: Sincerely yours, Wai Chau Lin EX-23.7 h04316exv23w7.htm 24 EX-23.7] [TAL EDUCATION (Adopted by the Board of Directors of 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]

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CTC [IFM Investments] F-1: (Original Filing)

[FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IFM Investments Limited Cayman Islands 6531 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 26/A, East Wing, Hanwei Plaza No.7, Guanghua Road, Chaoyang District Beijing 100004, The People’s Republic of China (86 10) 6561-7788 CT Corporation System 111] [23 September 2010 Matter No.:874871 Doc Ref: 339988 Tel. No.: 852 2842 9530 E-mail: Richard.Hall@conyersdill.com IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing 100004, People’s Republic of China Dear Sirs, IFM Investments Limited (the "Company") Re: For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have] [普华永道中天会计师事务所有限公司 北京分所 26/F Office Tower A Beijing Fortune Plaza 7 Dongsanhuan Zhong Road Chaoyang District Beijing 100020, PRC Telephone +86 (10) 6533 8888 Facsimile +86 (10) 6533 8800 pwccn.com CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form F-1 of our report dated June 30, 2010 relating to] [Consent of Jun He Law offices, PRC Counsel September 23, 2010 IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing People’s Republic of China Dear Sir or Madam, We hereby consent to the references to us by IFM Investments Limited (“the Company”) under the heading “Risks Related to Doing Business in China” and “Legal Matters”]

By | 2016-03-25T06:42:46+00:00 September 23rd, 2010|Categories: Chinese Stocks, CTC, SEC Original|Tags: , , , , , |0 Comments
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CTC [IFM Investments] F-1: FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

[FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IFM Investments Limited Cayman Islands 6531 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 26/A, East Wing, Hanwei Plaza No.7, Guanghua Road, Chaoyang District Beijing 100004, The People’s Republic of China (86 10) 6561-7788 CT Corporation System 111] [23 September 2010 Matter No.:874871 Doc Ref: 339988 Tel. No.: 852 2842 9530 E-mail: Richard.Hall@conyersdill.com IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing 100004, People’s Republic of China Dear Sirs, IFM Investments Limited (the "Company") Re: For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have] [普华永道中天会计师事务所有限公司 北京分所 26/F Office Tower A Beijing Fortune Plaza 7 Dongsanhuan Zhong Road Chaoyang District Beijing 100020, PRC Telephone +86 (10) 6533 8888 Facsimile +86 (10) 6533 8800 pwccn.com CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form F-1 of our report dated June 30, 2010 relating to] [Consent of Jun He Law offices, PRC Counsel September 23, 2010 IFM Investments Limited 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing People’s Republic of China Dear Sir or Madam, We hereby consent to the references to us by IFM Investments Limited (“the Company”) under the heading “Risks Related to Doing Business in China” and “Legal Matters”]

By | 2016-03-25T06:43:59+00:00 September 23rd, 2010|Categories: Chinese Stocks, CTC, Webplus ver|Tags: , , , , , |0 Comments
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MY [CHINA MING YANG WIND POWER] F-1: The information in this prospectus is not complete

[The information in this prospectus is not complete and may be changed. PROSPECTUS (SUBJECT TO COMPLETION) ISSUED , 2010 AMERICAN DEPOSITARY SHARES China Ming Yang Wind Power Group Limited Representing Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, each representing ordinary shares of China Ming Yang Wind Power Group Limited. We are offering ADSs.] [Company No.: 223646 MEMORANDUM AND ARTICLES OF ASSOCIATION OF China Wind Power Equipment Group Ltd Incorporated on the 26th day of February, 2009 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2007 Revision) Company Limited by Shares MEMORANDUM OF ASSOCIATION OF China Wind Power Equipment Group Ltd 1. The name of the Company is China Wind Power Equipment Group Ltd.] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHINA MING YANG WIND POWER GROUP LIMITED — (ADOPTED BY A SPECIAL RESOLUTION PASSED ON [ THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHINA MING] [SHARE CERTIFICATE OF China Ming Yang Wind Power Group Limited INCORPORATED IN THE CAYMAN ISLANDS Authorized capital: US$ 1,000,000.00 divided into 1,000,000,000 shares of a nominal or per value of US$0.001 each THIS IS TO CERTIFY THAT THE UNDERMENTIONED PERSON IS THE REGISTERED HOLDER OF THE SHARES SPECIFIED HEREUNDER SUBJECT TO THE RULES AND LAWS GOVERNING THE ADMINISTRATION OF THE] [Execution Copy (1) Rich Wind Energy Three Corp. (2) Clarity China Partners, L.P. (3) Clarity China Partners (AI), L.P. (4) Clarity MY Co-Invest, L.P (5) China Opportunity S.A. SICAR (6) ICBC International Investment Management Limited (7) First Windy Investment Corp. (8) Ace Ambition International Limited (9) SCGC Capital Holding Company Limited (10) Chan Ping Che (11) Chan Ping Yee (12)] [Our ref VZL\654651\4054557v3 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com China Ming Yang Wind Power Group Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 People’s Republic of China 7 September 2010 Dear Sirs China Ming Yang Wind Power Group Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to] [[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP] September 7, 2010 China Ming Yang Wind Power Group Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 People’s Republic of China Ladies and Gentlemen: We have examined the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates] [September 7, 2010 China Ming Yang Wind Power Group Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 People’s Republic of China PRC Company ADSs Listing We are qualified lawyers of the People’s Republic of China (the “ PRC Laws Registration Statement SEC Prospectus For the purpose of the Listing, we have been requested to] [BY POST China Ming Yang Wind Power Group Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528431 The People’s Republic of China Email Direct line Direct fax Our ref Voon.keat.lai@shlegal.com +852 25332790 +852 31503790 VKL/LCK/GDMY01/BG2116H/ OO013e01 7 September 2010 Dear Sirs, LEGAL OPINION ON CERTAIN HONG KONG TAX MATTERS We are a firm of solicitors] [INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is entered into as of RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to] [Consignment Design and Development Contract for the Wind Energy Converter 1.5MW Contract No. 06DEGDY4020060331 between Ming Yang Electrical Appliances Combine. Daling District of National Hi-tech Industrial Development Zone of Zhongshan 528437 Zhongshan China - hereinafter referred to as the customer - and aerodyn Energiesysteme GmbH Provianthausstraße 9 24768 Rendsburg Germany - hereinafter referred to as aerodyn - (each a “Party”] [Technology Transfer Agreement for 1.5MW Rotor Blade Contract No.: MY-FD091116 Subject: Technology Transfer of 1.5MW Rotor Blade Place of Signing: Zhongshan, Guangdong Province Party A: Zhongshan Mingyang Electrical Appliance Co., Ltd. Address: Daling Administration District, the District of Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong Zip code: 528437 Bank: Agricultural Bank of China, Zhongshan Torch Zone Branch Account No.: 44-319101040004287] [Licence Agreement aeroBlade 1.5 (Contract No. 07DEGDY4020070630) between aerodyn Energiesysteme GmbH Provianthausstrasse 9 24768 Rendsburg Germany -aerodyn and Ming Yang Electrical Appliances Combine. Daling District of National Hi-tech Industrial Development Zone of Zhongshan 528437 Zhongshan China -Licensee Page 1 of page 21 Table of Contents List of Annexes Definitions Preamble Art. 1 Subject-matter under Licence Art. 2 Granting of Licence] [Technology License Transfer Contract of 1.5MW Commissioned Wind Turbine Blades Contract No.: MY-FD091116 Content: Technology License Transfer Contract of 1.5MW Commissioned Wind Turbine Blades Location: Zhongshan, Guangdong Party A: Zhongshan Ming Yang Electrical Appliance CO., Ltd. Address: Daling Administration District, the District of Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong Postal code: 528437 Bank of deposit: China Agricultural Bank, Sub-branch] [Licence Agreement for SCD Technology between aerodyn Asia CO. LTD Suite 2508, Tower1 Lippo Center, 89 Queensway Hong Kong - hereinafter referred to as the Licensor - and Guangdong Mingyang Wind Power Technology Co. Ltd. Jianye Rd, Torch Hi-Tech Industry Zone, Zhongshan 528437, Guangdong, P.R. China - hereinafter referred to as Licensee - (each a “party” and collectively the “parties”)] [Addendum to Design and Development of SCD 2.5/3.0MW and 5.0/6.0MW between Ming Yang Electrical Appliances Combine Daling District of National Hi-Tech Industrial Development Zone of Zhongshan 528437 Zhongshan China -hereinafter referred to as Ming Yang and aerodyn Asia Co. Ltd Suite 2508, Tower1 Lippo Center, 89 Queensway Hong Kong -hereinafter referred to as aerodyn This addendum- consists of a total] [Supplementary Agreement to the Licence Agreement for SCD Technology Between aerodyn ASIA Co. Ltd 10A Seapower Industrial Center 177 Hoi Bun Road, Kwun Tong Kowloon, Hong Kong Licensor - hereinafter referred to as the “ and Guangdong Mingyang Wind Power Technology Co. Ltd Jianye Road, Torch Hi-Tech Industry Zone, Zhongshan, Guangdong Licensee - hereinafter referred to as the “ Licensor] [Parts and Components of 1.5MW Wind Turbine (Controller Cabinet) 2010 Consignment Processing Contract Party A (Consigner): Guangdong Mingyang Wind Power Group Co., Ltd. Party B (Processor): Tianjin REnergy Electrical Co., Ltd. Date of Signing: February 2010 Place of Signing: Zhongshan, Guangdong 1 15 Subject to the provisions of the Contract Law of the People’s Republic of China and other laws] [Trademark Licensing Contract Trademark Licenser (Party A): Zhongshan Mingyang Electrical Appliance Co., Ltd. Address: Daling Administrative District, Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong, P.R. China Trademark Licensee (Party B): Guangdong Mingyang Wind Power Technology Co., Ltd. Address: Five-star Village, Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong, P.R. China In accordance with provisions of the Trademark Law of the People’s] [Trademark Licensing Contract Trademark Licenser (Party A): Zhongshan Mingyang Electrical Co., Ltd. Address: Daling Administrative District, Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong, P.R. China Trademark Licensee (Party B): Guangdong Mingyang Wind Power Technology Co., Ltd. Address: Five-star Village, Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong, P.R. China In accordance with provisions of the Trademark Law of the People’s Republic] [Patent License Contract Patent Number: ZL021211124.0 Trademark Licenser (Party A): Zhongshan Mingyang Electrical Appliance Co., Ltd. Address: Daling Administrative District, Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong, P.R. China Representative: Jinfa, Wang Trademark Licensee (Party B): Guangdong Mingyang Wind Power Technology Co., Ltd. Address: Mingyang Industry Park, Jianye Road, Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong, P.R. China Representative: Gang,] [Huaran Hami Southeast, Hami Santang Lake, Aletaibuerjin Wind Farm Project Turnkey Contract Xinjiang Huaran Dongfang New Energy Co., Ltd. Guangdong Mingyang Wind Power Technology Co., Ltd. Huaran Hami Southeast, Hami Santang Lake, Aletaibuerjin Wind Farm Project Turnkey Contract Party A: Xinjiang Huaran Dongfang New Energy Co., Ltd. (Hereinafter referred to Party A) Party B: Guangdong Mingyang Wind Power Technology Co.,] [Datang Jilin Xiangyang Wind Farm Phase-I Project (400 MW) Wind Turbine Generators and Subsidiary Devices Purchase Contract Buyer: Datang Jilin Roaring 40s Power Generation Co., Ltd. Seller: Guangdong Mingyang Wind Power Technology Company Ltd. Beijing, China December, 2008 I Contents Contract III Terms of Contract 1 ARTICLE 1 DEFINITIONS 2 ARTICLE 2 FEASIBILITY AND PRIORITY 6 ARTICLE 3 LOCALIZATION 6] [Supplementary Agreement No.:2010022413 Buyer: Datang Xiangyang Wind Power Co., Ltd Seller: Guangdong Mingyang Wind Power Technology Co., Ltd The Contract “Datang Jilin Xiangyang Wind Farm Phase-I Project (400 MW) Wind Turbine Generators and Subsidiary Devices” was entered into by both parties. In order to better regulate the payment of Guarantee Deposit and the Guarantee Deposit clauses, both parties agree as] [CPI Bayin Obo 49.5MW Wind Farm Project Purchase Contract of Wind Turbine Generator Volume I Contract Terms Buyer: Shanxi Zhangze Electric Power Co., Ltd. Seller: Zhongshan Mingyang Electrical Appliance Co., Ltd. CPI Bayin Obo 49.5MW Wind Farm Project Purchase Contract of Wind Power Generating Unit Table of Contents Volume I Contract Terms Article 1 Definition Article 2 Scope of Contract] [Supplementary Agreement No.:2010022411 Buyer: Inner Mongolia Branch of Shanxi Zhangze Electric Power Co., Ltd. Seller: Guangdong Mingyang Wind Power Industry Group Co., Ltd. CPI Bayin Obo 49.5MW Wind Farm Project: Purchase Contract of Wind Turbine Generator WHEREAS, the Buyer and the Seller entered into the 1. 14,429,250 fourteen million four hundred and twenty nine thousand two hundred and fifty One] [Labor Contract Party A (employer): Guangdong Mingyang Party B (employee): Wind Power Industrial Group Co., Ltd. ID Number: Legal Representative: Zhang Chuanwei Permanent address: Address: Wuxing village, Torch Contact Number: development zone, Zhongshan city. Contact number: 0760-88587710 Due to Party A in the needs of production (working), according to labor laws and the provision of other relevant policies and regulations,] [Engagement Letter of Chief Technical Adviser Party A: Guangdong Mingyang Wind Power Technology Company Ltd. Party B: Wang Wenqi (ID card No.:650102193106153578) Contract Law of the People’s Republic of China With regards to the engagement of Party B by Party A, the two parties enter into this Contract for Engagement on the basis of fair, voluntary, and mutual-benefit according to] [Guangdong Mingyang Wind Power Technology Co., Ltd Industrial and Commercial Bank of China, Guangdong Branch Strategic Cooperation Agreement September, 2009 Party A: Guangdong Mingyang Wind Power Technology Co., Ltd Address: Mingyang Industrial Park, Torch High Technology Industry Development Zone, Zhongshan City Legal Representative: Zhang Chuanwei Postal Code: 528400 Party B: Industrial and Commercial Bank of China, Guangdong Branch Address: 123] [Agreement on Property Management Party A: Zhongshan Mingyang Energy Investment Co., Ltd. Party B: Guangdong Mingyang Wind Power Technology Co., Ltd. In accordance with the regulations of Mingyang Property Management Ordinance, through fair negotiation between Party A and Party B, the following issues about plant lease are reached: I. Party A takes charge of the management for Party B’s property] [Premise Lease Agreement Lessor (Party A): Zhongshan Mingyang Electric Co., Ltd. Lessee (Party B): Guangdong Mingyang Wind Power Technology Co., Ltd. In accordance with the regulations of Mingyang Property Management Ordinance, through fair negotiation between Party A and Party B, the following issues about plant lease are reached: 690V 380V, I. Party A agrees to lease to Party B the] [CHINA MING YANG WIND POWER GROUP LIMITED 2010 EQUITY INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and] [[FORM NONQUALIFIED STOCK OPTION AGREEMENT] CHINA MING YANG WIND POWER GROUP LIMITED 2010 EQUITY INCENTIVE PLAN NONQUALIFIED SHARE OPTION AGREEMENT THIS AGREEMENT R E C I T A L S WHEREAS WHEREAS NOW THEREFORE Grant of the Option 1. Vesting 2. (a) Subject to the Participant’s continued Employment with the Company, the Option shall vest and become exercisable with respect] [Loan Agreement No.: MY20090304 Party A (the Lender): Guangdong Mingyang Wind Power Technology Co., Ltd Party B (the Borrower): Zhongshan Mingyang Electrical Appliance Co., Ltd Party A and Party B have reached a consensus on the following matters and signed this agreement. I. Party A lends Party B RMB 30,000,000.00 (In words: RMB THIRTY MILLION ONLY). II. Term of Borrowing:] [Special Stamp for Stamp Tax Tax Amount (Amount in Words) 25,000 RMB Tax No.2010020297506433 Feb. 5, 2010 Equity Transfer Contract Transferor: Zhongshan Mingyang Electrical Appliance Co., Ltd. (Party A) Address: Daling Management Area, Huoju Development Zone, Zhongshan Transferee: Guangdong Mingyang Wind Power Technology Co. Ltd. (Party B) Address: Huoju Road, Huoju Development Zone, Zhongshan This Agreement is entered into and] [Transference Contract for Land Use Right in Zhongshan City Parties of the contract Party A [the transferor] Zhongshan Mingyang Electrical Appliance Co., Ltd. [ID Card Number] [Passport Number] [Registration Number of Business License] Residence Address: Daling Administration Zone, Zhongshan Torch Development Zone, Zhongshan City [Entrusted Agent] [ID number] [Passport Number] [Registration Number of Business License] Residence Address: No.163 Zhenhua Road,] [No.: 2009-022 Contract of Guaranty Guarantor: Guangdong Mingyang Wind Power Technology Co. Ltd. Creditor: Table of Contents Chapter 1 General Chapter 2 Types and Amount of Principal Creditor’s Rights Guaranteed Chapter 3 Guarantee Approach Chapter 4 Scope of Guaranty Chapter 5 Guaranty Period Chapter 6 Documents Submitted by Guarantor Chapter 7 Guarantor’s Statements and Guaranty Chapter 8 Guarantor’s Commitments Chapter] [Equity Transfer Agreement Transferor: Guangdong Mingyang Wind Power Technology Co., Ltd. Transferee: Zhang Chuanwei Upon negotiation, both parties hereby enter into the following equity transfer agreement: 1. The Transferor agrees to transfer to the Transferee an equity of 90% (equal to 18 million yuan) of the registered capital of Tianjin Mingyang New Energy Investment Co., Ltd., in which the Transferor] [Lease Agreement Party A: Jilin Datong Group Co., Ltd Party B: Jilin Mingyang Datong Wind Power Technology Co., Ltd I. Address of rental house: 5F, Office Building of Jilin Datong Group Co., Ltd, No. 2667, Jingshan Road, High and New Technology Development Zone, Jilin II. Purpose of tenancy: comprehensive offices III. Area of tenancy: 645.77m 2 . IV. Tenancy term:] [Jilin Mingyang Datong Wind Power Technology Co., Ltd. Contract for Steel Structure Engineering Construction Contract for Steel Structure Project Contractee: Jilin Mingyang Datong Wind Power Technology Co., Ltd. (hereunder called as Party A) Contractor: Jilin Datong Group Co., Ltd. (hereunder called as Party B) Company Law of People’s Republic of China, Construction Law of People’s Republic of China In compliance] [No. C1004-3382 Parts of 1.5MW Wind Turbine Generator System (Pitch Control System) Purchase Contract in 2010 Party A (Buyer): Guangdong Mingyang Wind Power Technology Co., Ltd. Party B (Seller): REnergy Electric Tianjin Ltd. Date of conclusion: 13 April 2010 Place of conclusion: Zhongshan, Guangdong After negotiation in all aspects, Party A and Party B enter into and conclude this Contract] [Loan Agreement Party A: Mingyang Wind Power Technology Co., Ltd. Party B: Guangdong Mingyang Longyuan Power & Electronic Co., Ltd. In accordance with Contract Law of the People’s Republic of China and related laws and regulations, Party A and Party B enter into following agreement through negotiation: 1. Party A shall lend RMB 717,000.00 to Party B as business capital.] [Purchase Contract of Zhongshan Mingyang Electric Appliance Co., Ltd. Contract No.: MY200808401HD Buyer (Party A): Zhongshan Mingyang Electrical Co., Ltd. Seller (Party B): Guangdong Mingyang Wind Power Co., Ltd. Place of signing: Zhongshan Time of signing: Apr.1, 2008 I. Material name, specification, quantity, unit price and amount: Product name Model Unit Quantity Unit price Total amount WTGs (including spare parts)] [Purchase Contract of Zhongshan Mingyang Electrical Appliance Co., Ltd. Contract No.: MY200808401HD Buyer (Party A): Zhongshan Mingyang Electrical Appliance Co., Ltd. Seller (Party B): Guangdong Mingyang Wind Power Technology Co., Ltd. Place of signing: Zhongshan Time of signing: Apr.1, 2008 I. Material name, specification, quantity, unit price and amount: Product name Model Unit Quantity Unit price Total amount WTGs (including] [Equity Transfer Agreement Transferor: Zhongshan Mingyang Energy Investment Co., Ltd. (Party A) Domicile: Room 401, Office Building, Mingyang Electrical Appliance Co., Ltd, Daling Administration Area, Zhongshan Torch Development Zone, Zhongshan City Transferee: Guangdong Mingyang Wind Power Technology Co., Ltd (Party B) Domicile: Wuxing Village, Zhongshan Torch Development Zone, Zhongshan City This contract was made and entered into by and between] [Loan Agreements Party A: Guangdong Mingyang Wind Power Technology Co., Ltd. Party B: Zhongshan Mingyang Electrical Appliance Co., Ltd. Both parties agree on the following matters, signing this agreements. 1. Party A shall lend 160 million RMB (160,000,000,00 RMB) to Party B before April 25, 2009. 2. Borrowing Rate: Interest shall be calculated at a 14.5% annualized rate (the combined] [Lease Financing Service Agreement Party A: Guangdong Mingyang Wind Power Technology Co. Ltd. Party B: Zhongshan Mingyang Energy Investment Co. Ltd. Through mutual consensus, Party A and Party B reach the Agreement hereunder in respect to the Financial Lease procurement of 49.5 MW wind turbine of Hebei Weichang by China Huaneng Group thorough CCB Financial Leasing Corporation Limited. I. Whereas] [Lease Financing Service Agreement Party A: Guangdong Mingyang Wind Power Technology Co., Ltd. Party B: Zhongshan Mingyang Energy Investment Co. Ltd. Through mutual consensus, Party A and Party B reach the Agreement hereunder in respect to the Financial Lease procurement of 49.5 MW wind turbine of Hebei Weichang by China Huaneng Group thorough CCB Financial Leasing Corporation Limited. I. Whereas] [Supply Contract for Industrial and Mineral Products Contract No.: C1005-3475 Place of Signing: Zhongshan Date of Signing: April 27 th , 2010 Supplier: Guangdong Mingyang Longyuan Power & Electronic Co., Ltd. Purchaser: Guangdong Mingyang Wind Power Technology Co., Ltd. ARTICLE 1 No. Product Name Specification Quantity Unit Price (Incl. 17% Total (Yuan) Material Code 1 High Voltage Frequency Conversion Speed] [Equity Transfer Agreement Transferor: Guangdong Mingyang Wind Power Technology Company Ltd. Transferee: Wang Xian Upon negotiation, both parties hereby enter into the following equity transfer agreement: 1. The Transferor agrees to transfer to the Transferee an equity of 10% (equal to 2 million yuan) of the registered capital of Tianjin Mingyang New Energy Investment Co., Ltd., in which the Transferor] [Supplementary Agreement on Equity Investment in Jilin Mingyang Datong Party A: Guangdong Mingyang Wind Power Technology Co., Ltd. Party B: Jilin Datong Group Co., Ltd. Party A and Party B have indicated in the Cooperation Agreement for Wind Power Equipment Manufacturing Industry between Guangdong Mingyang Wind Power Technology Co., Ltd. and Jilin Datong Group Co., Ltd. signed on April 27,] [Loan Agreements Party A: Mingyang Wind Power Technology Co., Ltd. Party B: Tianjin Mingyang New Energy Investment Co., Ltd. On the principle of mutual benefit and paid use of capital, both parties reach an agreement as follows through negotiation: I. Party B agrees to lend capital to Party B for paid use; II. Party A agrees to pay capital use] [Maximum Guarantee Contract – Mingyang Wind Power (in quadruplicate) Maximum Guarantee Contract No.: GBZ476440120090495 Guangdong Mingyang Wind Power Industrial Group Co., Ltd. Guarantor: 442000000001340 Business License No.: ZHANG Zhuanwei Legal Representative / Principal: Wuxing Village, Torch High Technology Industry Development Zone, Zhongshan City 528437 Address: Bank of China Zhongshan Branch, 801857520608093001 Financial Institution of Deposit and Account No.: 0760-85332537 0760-853325387] [Maximum Guarantee Contract – Mingyang Wind Power (in quadruplicate, signed with fingerprint, stamped at the place where the pages meet when it is over two pages at the signer’s presence) Maximum Guarantee Contract No.: GBZ476440120090048 Guarantor: 413001196206151553 Effective certificate No.: Address: Zhongshan Mingyang Electrical Appliance Co.,Ltd, East District, Zhongshan City, Guangdong Province 528400 P. C.: Zhongshan Branch Creditor: Bank of] [Supplementary Agreement on Equity Investment in Jilin Mingyang Datong Party A: Guangdong Mingyang Wind Power Technology Co., Ltd. Party B: Jilin Datong Group Co., Ltd. Party A and Party B have indicated in the Cooperation Agreement for Wind Power Equipment Manufacturing Industry between Guangdong Mingyang Wind Power Technology Co., Ltd. and Jilin Datong Group Co., Ltd. signed on April 27,] [Purchase Contract of Zhongshan Mingyang Electric Appliance Co., Ltd. Contract No.: MY2007120109 Date of Signing: December 1 st , 2007 Place of Signing: Zhongshan Purchaser: Guangdong Mingyang Wind Power Industry Group Co., Ltd. Supplier: Zhongshan Mingyang Electrical Appliance Co., Ltd. ARTICLE 1 Product Name Specification Quantity Unit Price (Yuan) Amount (Yuan) FAG Bearing 240/530B.MB 2 units 100,000 200,000 Total RMB] [Agreement Party A: Guangdong Mingyang Wind Power Technology Company Ltd. Party B: Zhongshan Electrical Appliance Co., Ltd Contract Law In accordance with the ARTICLE 1 Party A shall use the Yudean Zhanjiang Xuwen Wind Farm Project for factoring finance from Industrial and Commercial Bank of China, but the contract for the Yudean Zhanjiang Xuwen Wind Farm Project shall be entered] [List of Subsidiaries First Base Investment Limited (incorporated in Hong Kong) KeyCorp Limited (incorporated in Hong Kong) Sky Trillion Limited (incorporated in the British Virgin Islands) King Venture Limited (incorporated in Hong Kong) Tech Sino Limited (incorporated in Hong Kong) Asiatech Holdings Limited (incorporated in Hong Kong) Rich Wind Energy Two Corp. (incorporated in the British Virgin Islands) Wiser Tyson] [Consent of Independent Registered Public Accounting Firm The Board of Directors China Ming Yang Wind Power Group Limited: We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the registration statement. Our report dated August 16, 2010 contains an explanatory paragraph that states China Ming Yang Wind Power]

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MY [CHINA MING YANG WIND POWER] F-1: The information in this prospectus is notmplete and

[The information in this prospectus is notmplete and may be changed. PROSPECTUS (SUBJECT TOMPLETION) ISSUED , 2010 AMERICAN DEPOSITARY SHARES China Ming Yang Wind Power Limited Representing Ordinary Shares This is the initial public offering of American depositary shares, orSs, each representing ordinary shares of China Ming Yang Wind Power Limited. We are offeringADSs. Prior] [Company No.: 223646 MEMORANDUM AND ARTICLES OFSOCIATION OF China Wind Power Equipmentorporated on the 26thy of February, 2009ORPORATED IN THEYMAN ISLANDS THEMPANIES LAW (2007 Revision)mpany Limited by Shares MEMORANDUM OFSOCIATION OF China Wind Power Equipment 1. The name of thempany is China Wind Power Equipment] [THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OFSOCIATION OF CHINA MING YANG WIND POWER LIMITED (ADOPTED BY AECIAL RESOLUTION PASSED ON [ THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES AMENDED AND RESTATED] [SHARE CERTIFICATE OF China Ming Yang Wind Power LimitedORPORATED IN THEYMAN ISLANDS Authorizedpital: US$ 1,000,000.00 divided into 1,000,000,000 shares of a nominal or per value of US$0.001 each THIS IS TO CERTIFY THAT THE UNDERMENTIONED PERSON IS THE REGISTERED HOLDER OF THE SHARESECIFIED HEREUNDER SUBJECT TO THE RULES AND LAWS] [Executionpy (1) Rich Wind Energy Threerp. (2) Clarity China Partners, L.P. (3) Clarity China Partners (AI), L.P. (4) Clarity MY-Invest, L.P (5) China Opportunity SICAR (6) ICBC International Investment Management Limited (7) First Windy Investmentrp. (8) Ambition International Limited (9)GCpitalmpany Limited] [Our ref VZL\654651\4054557v3 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com China Ming Yang Wind Power Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 Peoples Republic of China 7September 2010 Dear Sirs China Ming Yang Wind Power Limitedmpany Registration StatementSs Shares We have actedyman Islands legalvisers to China Ming Yang] [[LETTERHEAD OF SIMPSON THACHER& BARTLETT] September7, 2010 China Ming Yang Wind Power Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 Peoples Republic of China Ladies and Gentlemen: We have examined the Registration Statement. Indition, we have examined, and have relied to matters of fact upon, originals, or duplicates or] [September7, 2010 China Ming Yang Wind Power Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528437 Peoples Republic of ChinampanySs Listing We are qualified lawyers of the Peoples Republic of China (the Laws Registration Statement SEC Prospectus For the purpose of the Listing, we have been requested to issue this] [BY POST China Ming Yang Wind Power Limited Jianye Road, Mingyang Industry Park National Hi-Tech Industrial Development Zone Zhongshan, Guangdong 528431 The Peoples Republic of China Email Directline Direct fax Our ref Voon.keat.lai@shlegal.com +852 25332790 +852 31503790 VKL/LCK/GDMY01/BG2116H/ OO013e01 7September 2010 Dear Sirs, LEGAL OPINION ON CERTAIN HONG KONG TAX MATTERS] [INDEMNIFICATIONREEMENT This Indemnificationreement (thereement) is entered into of RECITALS 1. Thempany recognizes that highlympetent persons are becoming more reluctant to serverporations directors or in otherpacities unless they are provided withequate protection through insurance orequate indemnificationainst risks of claims and actionsainst them arising out of their services to therporation.] [Consignment Design and Developmentntract for the Wind Energynverter 1.5MWntract No.06DEGDY4020060331 between Ming Yang Electrical Appliancesmbine.ling District of National Hi-tech Industrial Development Zone of Zhongshan 528437 Zhongshan China - hereinafter referred to the customer - androdyn Energiesysteme Provianthausstrae 9 24768 Rendsburg Germany - hereinafter referred torodyn -] [Technology Transferreement for 1.5MW Rotor Bladentract No.: MY-FD091116 Subject: Technology Transfer of 1.5MW Rotor Blade Place of Signing: Zhongshan, Guangdong Province Party A: Zhongshan Mingyang Electrical Appliancedress:lingministration District, the District of Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong Zipde: 528437 Bank:ricultural Bank of China, Zhongshan Torch Zone Branch] [LicencereementroBlade 1.5 (Contract No.07DEGDY4020070630) betweenrodyn Energiesysteme Provianthausstrasse 9 24768 Rendsburg Germany -aerodyn and Ming Yang Electrical Appliancesmbine.ling District of National Hi-tech Industrial Development Zone of Zhongshan 528437 Zhongshan China -Licensee Page 1 of page 21 Table ofntents List of Annexes Definitions Preamble Art. 1] [Technology License Transferntract of 1.5MWmmissioned Wind Turbine Bladesntract No.: MY-FD091116ntent: Technology License Transferntract of 1.5MWmmissioned Wind Turbine Blades Location: Zhongshan, Guangdong Party A: Zhongshan Ming Yang Electrical Appliancedress:lingministration District, the District of Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong Postalde: 528437] [Licencereement forD Technology betweenrodynia Suite 2508, Tower1 Lippo Center, 89 Queensway Hong Kong - hereinafter referred to the Licensor - and Guangdong Mingyang Wind Power Technology Jianye Rd, Torch Hi-Tech Industry Zone, Zhongshan 528437, Guangdong, P.R. China - hereinafter referred to Licensee -] [Addendum to Design and Development ofD 2.5/3.0MW and 5.0/6.0MW between Ming Yang Electrical Appliancesmbineling District of National Hi-Tech Industrial Development Zone of Zhongshan 528437 Zhongshan China -hereinafter referred to Ming Yang androdynia Suite 2508, Tower1 Lippo Center, 89 Queensway Hong Kong -hereinafter referred torodyn] [Supplementaryreement to the Licencereement forD Technology BetweenrodynIA 10A Seapower Industrial Center 177 Hoi Bun Road, Kwun Tong Kowloon, Hong Kong Licensor - hereinafter referred to the and Guangdong Mingyang Wind Power Technology Jianye Road, Torch Hi-Tech Industry Zone, Zhongshan, Guangdong Licensee] [Parts andmponents of 1.5MW Wind Turbine (Controllerbinet) 2010nsignment Processingntract Party A (Consigner): Guangdong Mingyang Wind Power Party B (Processor): Tianjin REnergy Electricalte of Signing: February 2010 Place of Signing: Zhongshan, Guangdong 1 15 Subject to the provisions of thentract Law of the Peoples Republic of China and other laws and regulations, Party A and Party] [Trademark Licensingntract Trademark Licenser (Party A): Zhongshan Mingyang Electrical Appliancedress:lingministrative District, Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong, P.R. China Trademark Licensee (Party B): Guangdong Mingyang Wind Power Technologydress: Five-star Village, Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong, P.R. China In accordance with provisions of the Trademark Law of the Peoples Republic of China, the] [Trademark Licensingntract Trademark Licenser (Party A): Zhongshan Mingyang Electricaldress:lingministrative District, Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong, P.R. China Trademark Licensee (Party B): Guangdong Mingyang Wind Power Technologydress: Five-star Village, Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong, P.R. China In accordance with provisions of the Trademark Law of the Peoples Republic of China, the tow] [Patent Licensentract Patent Number: ZL021211124.0 Trademark Licenser (Party A): Zhongshan Mingyang Electrical Appliancedress:lingministrative District, Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong, P.R. China Representative: Jinfa, Wang TrademarkLicensee(PartyB): Guangdong Mingyang Wind Power Technologydress: Mingyang Industry Park, Jianye Road, Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong, P.R. China] [Huaran Hami Southeast, Hamintang Lake,etaibuerjin Wind Farm Project Turnkeyntract Xinjiang Huaran Dongfang New Energy Guangdong Mingyang Wind Power Technology Huaran Hami Southeast, Hamintang Lake,etaibuerjin Wind Farm Project Turnkeyntract Party A: Xinjiang Huaran Dongfang New Energy (Hereinafter referred to Party A)] [Datang Jilin Xiangyang Wind Farm Phase-I Project (400 MW) Wind Turbine Generators and Subsidiary Devices Purchasentract Buyer:tang Jilin Roaring 40s Power Generation Seller: Guangdong Mingyang Wind Power Technologympany Beijing, China December, 2008 Intentsntract III Terms ofntract 1 ARTICLE 1 DEFINITIONS 2 ARTICLE 2 FEASIBILITY AND PRIORITY] [Supplementaryreement No.:2010022413 Buyer:tang Xiangyang Wind Power Seller: Guangdong Mingyang Wind Power Technology Thentracttang Jilin Xiangyang Wind Farm Phase-I Project (400 MW) Wind Turbine Generators and Subsidiary Devices was entered into by both parties. In order to better regulate the payment of Guarantee Deposit and the Guarantee Deposit clauses, both partiesree follows upon friendlynsultation:] [CPI Bayin Obo 49.5MW Wind Farm Project Purchasentract of Wind Turbine Generator Volume Intract Terms Buyer: Shanxi Zhangze Electric Power Seller: Zhongshan Mingyang Electrical Appliance CPI Bayin Obo 49.5MW Wind Farm Project Purchasentract of Wind Power Generating Unit Table ofntents Volume Intract Terms] [Supplementaryreement No.:2010022411 Buyer: Inner Mongolia Branch of Shanxi Zhangze Electric Power Seller: Guangdong Mingyang Wind Power Industry CPI Bayin Obo 49.5MW Wind Farm Project: Purchasentract of Wind Turbine Generator WHEREAS, the Buyer and the Seller entered into the 1. 14,429,250 fourteen million four hundred and twenty nine thousand two hundred and fifty] [Laborntract Party A (employer): Guangdong Mingyang Party B (employee): Wind Power Industrial ID Number: Legal Representative: Zhang Chuanwei Permanentdress:dress: Wuxing village, Torchntact Number: development zone, Zhongshan city.ntact number: 0760-88587710 Due to Party A in the needs of production (working), according to labor laws and the provision of other relevant policies and regulations,ree to hire Party] [Engagement Letter of Chief Technicalviser Party A: Guangdong Mingyang Wind Power Technologympany Party B: Wang Wenqi (IDrd No.:650102193106153578)ntract Law of the Peoples Republic of China With regards to the engagement of Party B by Party A, the two parties enter into thisntract for Engagement on the basis of fair, voluntary, and mutual-benefit according to the] [Guangdong Mingyang Wind Power Technology Industrial andmmercial Bank of China, Guangdong Branch Strategicoperationreement September, 2009 PartyA: Guangdong Mingyang Wind Power Technologydress:Mingyang Industrial Park, Torch High Technology Industry Development Zone, Zhongshan City Legal Representative: Zhang Chuanwei Postalde: 528400 Party B: Industrial andmmercial Bank of China, Guangdong Branch] [Agreement on Property Management Party A: Zhongshan Mingyang Energy Investment Party B: Guangdong Mingyang Wind Power Technology In accordance with the regulations of Mingyang Property Management Ordinance, through fair negotiation between Party A and Party B, the following issuesout plant lease are reached: I. Party A takes charge of the management for Party Bs property] [Premise Leasereement Lessor (Party A): Zhongshan Mingyang Electric Lessee (Party B): Guangdong Mingyang Wind Power Technology In accordance with the regulations of Mingyang Property Management Ordinance, through fair negotiation between Party A and Party B, the following issuesout plant lease are reached: 690V 380V, I. Party Arees to lease to Party B theecial plant WTGsembly] [CHINA MING YANG WIND POWER LIMITED 2010 EQUITYENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid thempany and its Affiliates in recruiting and retaining key employees, directors ornsultants of outstandingility and to motivate such employees, directors ornsultants to exert their best efforts on behalf of thempany and its Affiliates] [[FORM NONQUALIFIED STOCK OPTIONREEMENT] CHINA MING YANG WIND POWER LIMITED 2010 EQUITYENTIVE PLAN NONQUALIFIED SHARE OPTIONREEMENT THISREEMENT R E C I T A L S WHEREAS WHEREAS NOW THEREFORE Grant of the Option 1. Vesting 2. (a) Subject to the Participantsntinued Employment with thempany, the Option shall vest and become exercisable with respect to twenty-five] [Loanreement No.: MY20090304 Party A (the Lender): Guangdong Mingyang Wind Power Technology Party B (the Borrower): Zhongshan Mingyang Electrical Appliance Party A and Party B have reached ansensus on the following matters and signed thisreement. I. Party A lends Party B RMB 30,000,000.00 (In words: RMB THIRTY MILLION ONLY).] [SpecialStampforStampTax TaxAmount(AmountinWords)25,000RMB Tax No.2010020297506433 Feb. 5, 2010 Equity Transferntract Transferor: Zhongshan Mingyang Electrical Appliance (Party A)dress:ling Management Area, Huoju Development Zone, Zhongshan Transferee: Guangdong Mingyang Wind Power Technology (Party B)dress: Huoju Road, Huoju Development Zone, Zhongshan Thisreement is entered into and between Party A and Party B in respect to the Equity Transfer matter of] [Transferencentract for Land Use Right in Zhongshan City Parties of thentract Party A [the transferor] Zhongshan Mingyang Electrical Appliance [IDrd Number] [Passport Number] [Registration Number of Business License] Residencedress:lingministration Zone, Zhongshan Torch Development Zone, Zhongshan City [Entrustedent] [ID number] [Passport Number] [Registration Number of Business License]] [No.: 2009-022ntract of Guaranty Guarantor: Guangdong Mingyang Wind Power Technology Creditor: Table ofntents Chapter 1 General Chapter 2 Types and Amount of Principal Creditors Rights Guaranteed Chapter 3 Guarantee Approach Chapter 4ope of Guaranty Chapter 5 Guaranty Period Chapter 6 Documents Submitted by Guarantor Chapter 7 Guarantors Statements and Guaranty] [Equity Transferreement Transferor: Guangdong Mingyang Wind Power Technology Transferee: Zhang Chuanwei Upon negotiation, both parties hereby enter into the following equity transferreement: 1. The Transferorrees to transfer to the Transferee an equity of 90% (equal to 18million yuan) of the registeredpital of Tianjin Mingyang New Energy Investment in which the Transferor holds 100% equity (totaling] [Leasereement Party A: Jilintong Party B: Jilin Mingyangtong Wind Power Technology I.dress of rental house: 5F, Office Building of Jilintong No.2667, Jingshan Road, High and New Technology Development Zone, Jilin II. Purpose of tenancy:mprehensive offices III. Area of tenancy: 645.77m] [Jilin Mingyangtong Wind Power TechnologyContract for Steel Structure Engineeringnstructionntract for Steel Structure Projectntractee: Jilin Mingyangtong Wind Power Technology (hereunderlled Party A)ntractor: Jilintong (hereunderlled Party B)mpany Law of Peoples Republic of China,nstruction Law of Peoples Republic of China] [No. C1004-3382 Parts of 1.5MW Wind Turbine Generator System (Pitchntrol System) Purchasentract in 2010 Party A (Buyer): Guangdong Mingyang Wind Power Technology Party B (Seller): REnergy Electric Tianjinte ofnclusion: 13April 2010 Place ofnclusion: Zhongshan, Guangdong After negotiation inlpects, Party A and Party B enter into andnclude thisntract andree toide by the following clauses in accordance] [Loanreement Party A: Mingyang Wind Power Technology Party B: Guangdong Mingyang Longyuan Power& Electronic In accordance withntract Law of the Peoples Republic of China and related laws and regulations, Party A and Party B enter into followingreement through negotiation: 1. Party A shall lend RMB 717,000.00 to Party B businesspital.] [Purchasentract of Zhongshan Mingyang Electric Appliancentract No.: MY200808401HD Buyer (Party A): Zhongshan Mingyang Electrical Seller (Party B): Guangdong Mingyang Wind Power Place of signing: Zhongshan Time of signing: Apr.1, 2008 I. Material name,ecification, quantity, unit price and amount: Product name Model Unit] [Purchasentract of Zhongshan Mingyang Electrical Appliancentract No.: MY200808401HD Buyer (Party A): Zhongshan Mingyang Electrical Appliance Seller (Party B): Guangdong Mingyang Wind Power Technology Place of signing: Zhongshan Time of signing: Apr.1, 2008 I. Material name,ecification, quantity, unit price and amount: Product name] [Equity Transferreement Transferor: Zhongshan Mingyang Energy Investment (Party A) Domicile: Room 401, Office Building, Mingyang Electrical Appliancelingministration Area, Zhongshan Torch Development Zone, Zhongshan City Transferee: Guangdong Mingyang Wind Power Technology (Party B) Domicile: Wuxing Village, Zhongshan Torch Development Zone, Zhongshan City Thisntract was made and entered into by and between Party A and Party B] [Loanreements Party A: Guangdong Mingyang Wind Power Technology Party B: Zhongshan Mingyang Electrical Appliance Both partiesree on the following matters, signing thisreements. 1. Party A shall lend 160million RMB (160,000,000,00 RMB) to Party B before April25, 2009. 2. Borrowing Rate: Interest shall belculated at a 14.5% annualized rate (thembined annual ratio of Ming Yang Electric] [Lease Financing Servicereement Party A: Guangdong Mingyang Wind Power Technology Party B: Zhongshan Mingyang Energy Investment Through mutualnsensus, Party A and Party B reach thereement hereunder in respect to the Financial Lease procurement of 49.5 MW wind turbine of Hebei Weichang by China Huaneng thorough CCB Financial Leasingrporation Limited.] [Lease Financing Servicereement Party A: Guangdong Mingyang Wind Power Technology Party B: Zhongshan Mingyang Energy Investment Through mutualnsensus, Party A and Party B reach thereement hereunder in respect to the Financial Lease procurement of 49.5 MW wind turbine of Hebei Weichang by China Huaneng thorough CCB Financial Leasingrporation Limited.] [Supplyntract for Industrial and Mineral Productsntract No.: C1005-3475 Place of Signing: Zhongshante of Signing: April27 th , 2010 Supplier: Guangdong Mingyang Longyuan Power& Electronic Purchaser: Guangdong Mingyang Wind Power Technology ARTICLE 1 No. Product Nameecification Quantity Unit Price (Incl. 17% Total (Yuan) Material] [Equity Transferreement Transferor: Guangdong Mingyang Wind Power Technologympany Transferee: Wang Xian Upon negotiation, both parties hereby enter into the following equity transferreement: 1. The Transferorrees to transfer to the Transferee an equity of 10% (equal to 2million yuan) of the registeredpital of Tianjin Mingyang New Energy Investment in which the Transferor holds 100% equity (totaling] [Supplementaryreement on Equity Investment in Jilin Mingyangtong Party A: Guangdong Mingyang Wind Power Technology Party B: Jilintong Party A and Party B have indicated in theoperationreement for Wind Power Equipment Manufacturing Industry between Guangdong Mingyang Wind Power Technology and Jilintong signed on April27, 2008 that Party A shalloperate with Party B to set up Jilin] [Loanreements Party A: Mingyang Wind Power Technology Party B: Tianjin Mingyang New Energy Investment On the principle of mutual benefit and paid use ofpital, both parties reach anreement follows through negotiation: I. Party Brees to lendpital to Party B for paid use;] [Maximum Guaranteentract Mingyang Wind Power (in quadruplicate) Maximum Guaranteentract No.: GBZ476440120090495 Guangdong Mingyang Wind Power Industrial Guarantor: 442000000001340 Business License No.: ZHANG Zhuanwei Legal Representative / Principal: Wuxing Village, Torch High Technology Industry Development Zone, Zhongshan City 528437dress: Bank of China Zhongshan Branch, 801857520608093001 Financial Institution of Deposit and Account No.:] [Maximum Guaranteentract Mingyang Wind Power (in quadruplicate, signed with fingerprint, stamped at the place where the pages meet when it is over two pages at the signers presence) Maximum Guaranteentract No.: GBZ476440120090048 Guarantor: 413001196206151553 Effective certificate No.:dress: Zhongshan Mingyang Electrical ApplianceLtd, East District, Zhongshan City, Guangdong Province] [Supplementaryreement on Equity Investment in Jilin Mingyangtong Party A: Guangdong Mingyang Wind Power Technology Party B: Jilintong Party A and Party B have indicated in theoperationreement for Wind Power Equipment Manufacturing Industry between Guangdong Mingyang Wind Power Technology and Jilintong signed on April 27, 2008 that Party A shalloperate with Party B to set up] [Purchasentract of Zhongshan Mingyang Electric Appliancentract No.: MY2007120109te of Signing: December1 st , 2007 Place of Signing: Zhongshan Purchaser: Guangdong Mingyang Wind Power Industry Supplier: Zhongshan Mingyang Electrical Appliance ARTICLE 1 Product Nameecification Quantity UnitPrice(Yuan) Amount(Yuan) FAG Bearing 240/530B.MB 2units] [Agreement Party A: Guangdong Mingyang Wind Power Technologympany Party B: Zhongshan Electrical Appliancentract Law In accordance with the ARTICLE 1 Party A shall use the Yudean Zhanjiang Xuwen Wind Farm Project for factoring finance from Industrial andmmercial Bank of China, but thentract for the Yudean Zhanjiang Xuwen Wind Farm Project shall be entered into between] [List of Subsidiaries First Base Investment Limited (incorporated in Hong Kong) KeyCorp Limited (incorporated in Hong Kong)y Trillion Limited (incorporated in the British Virgin Islands) King Venture Limited (incorporated in Hong Kong) Tech Sino Limited (incorporated in Hong Kong)iatechs Limited (incorporated in Hong Kong) Rich Wind Energy Tworp. (incorporated in the British Virgin Islands)] [Consent of Independent Registered Public Accounting Firm The Board of Directors China Ming Yang Wind Power Limited: Wensent to the use of our reportluded herein and to the reference to our firm under the heading Experts in the registration statement. Our reportted August16, 2010ntains an explanatory paragraph that states China Ming Yang Wind Power Limited]

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