CCSC [Country Style Cooking Restaurant Chain] F-1: (Original Filing)

[] [THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. (adopted by Special Resolution passed on 29 September 2007 and 1. The name of the Company is Country Style Cooking Restaurant Chain Co., Ltd. 2. The Registered Office of the Company shall be] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED OF COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. (Adopted by a Special Resolution passed on 7 September 2010 and effective conditional and THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED OF COUNTRY STYLE COOKING] [Dated September 27, 2007 COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. SHAREHOLDERS’ AGREEMENT PAUL, HASTINGS, JANOFSKY & WALKER TABLE OF CONTENTS Definitions and Interpretation 1. 1 Financial Statements and Reports and Information and Inspection Rights 2. 7 Election of Directors; Management 3. 8 Right of Participation 4. 9 Right of First Refusal; Co-Sale Right 5. 11 6. 17 Demand Registration] [Our ref RDS\634532\4039142v3 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Country Style Cooking Restaurant Chain Co., Ltd. 7 September 2010 Dear Sirs Country Style Cooking Restaurant Chain Co., Ltd. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Country Style Cooking Restaurant Chain Co., Ltd. (the “ 1 Documents Reviewed For the purposes of this] [Country Style Cooking Restaurant Chain Co., Ltd. 18-1 Guojishangwu Center, 178 Zhonghua Road September 7, 2010 Dear Sirs: We are qualified lawyers of the People’s Republic of China (which, for the purposes of this opinion, excludes the Hong Kong and Macau Special Administrative Regions and Taiwan) (“PRC”) and are qualified to issue an opinion on the laws and regulations of] [COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. 2009 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Country Style Cooking Restaurant Chain Co., Ltd. 2009 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.] [INDEMNIFICATION AGREEMENT (FORM) Agreement Country Style Cooking Restaurant Chain Co., Ltd Indemnitee This Indemnification Agreement (“ RECITALS A. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. B. The Company] [EMPLOYMENT AGREEMENT (FORM) Agreement” Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions] [Place of Subsidiaries Incorporation 1) Country Style Cooking International Restaurant Chain Group Ltd. Hong Kong 2) CSC (China) Management Co., Ltd. PRC 3) Chongqing Xinghong Growing Rich Management Co., Ltd. PRC 4) Sichuan Country Style Cooking Restaurants Co., Ltd. PRC 5) Xi’an Country Style Cooking Restaurants Co., Ltd. PRC 6) Changsha Growing Rich Country Style Cooking Restaurants Co., Ltd. PRC] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM September 7, 2010 EX-23.1 11 h04215exv23w1.htm EX-23.1] [Country Style Cooking Restaurant Chain Co., Ltd Dear Mr. Rong, The Data reflects estimates of market conditions based on targeted interviews with product manufacturers, distributors, and retailers to obtain industry opinion and perspectives, and is prepared primarily as a marketing research tool for manufacturers and others in the industry. References to Euromonitor should not be considered as Euromonitor’s opinion as] [August 19, 2010 Country Style Cooking Restaurant Chain Co., Ltd. Ladies and Gentlemen: Sincerely yours, EX-23.6 13 h04215exv23w6.htm EX-23.6] [August 19, 2010 Country Style Cooking Restaurant Chain Co., Ltd. Ladies and Gentlemen: Sincerely yours, EX-23.7 14 h04215exv23w7.htm EX-23.7] [COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC •]

By | 2016-03-21T23:33:52+00:00 September 7th, 2010|Categories: CCSC, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
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CCSC [Country Style Cooking Restaurant Chain] F-1:

[] [THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. (adopted by Special Resolution passed on 29 September 2007 and 1. The name of the Company is Country Style Cooking Restaurant Chain Co., Ltd. 2. The Registered Office of the Company shall be] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED OF COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. (Adopted by a Special Resolution passed on 7 September 2010 and effective conditional and THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED OF COUNTRY STYLE COOKING] [Dated September 27, 2007 COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. SHAREHOLDERS’ AGREEMENT PAUL, HASTINGS, JANOFSKY & WALKER TABLE OF CONTENTS Definitions and Interpretation 1. 1 Financial Statements and Reports and Information and Inspection Rights 2. 7 Election of Directors; Management 3. 8 Right of Participation 4. 9 Right of First Refusal; Co-Sale Right 5. 11 6. 17 Demand Registration] [Our ref RDS\634532\4039142v3 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Country Style Cooking Restaurant Chain Co., Ltd. 7 September 2010 Dear Sirs Country Style Cooking Restaurant Chain Co., Ltd. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Country Style Cooking Restaurant Chain Co., Ltd. (the “ 1 Documents Reviewed For the purposes of this] [Country Style Cooking Restaurant Chain Co., Ltd. 18-1 Guojishangwu Center, 178 Zhonghua Road September 7, 2010 Dear Sirs: We are qualified lawyers of the People’s Republic of China (which, for the purposes of this opinion, excludes the Hong Kong and Macau Special Administrative Regions and Taiwan) (“PRC”) and are qualified to issue an opinion on the laws and regulations of] [COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. 2009 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Country Style Cooking Restaurant Chain Co., Ltd. 2009 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.] [INDEMNIFICATION AGREEMENT (FORM) Agreement Country Style Cooking Restaurant Chain Co., Ltd Indemnitee This Indemnification Agreement (“ RECITALS A. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. B. The Company] [EMPLOYMENT AGREEMENT (FORM) Agreement” Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions] [Place of Subsidiaries Incorporation 1) Country Style Cooking International Restaurant Chain Group Ltd. Hong Kong 2) CSC (China) Management Co., Ltd. PRC 3) Chongqing Xinghong Growing Rich Management Co., Ltd. PRC 4) Sichuan Country Style Cooking Restaurants Co., Ltd. PRC 5) Xi’an Country Style Cooking Restaurants Co., Ltd. PRC 6) Changsha Growing Rich Country Style Cooking Restaurants Co., Ltd. PRC] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM September 7, 2010 EX-23.1 11 h04215exv23w1.htm EX-23.1] [Country Style Cooking Restaurant Chain Co., Ltd Dear Mr. Rong, The Data reflects estimates of market conditions based on targeted interviews with product manufacturers, distributors, and retailers to obtain industry opinion and perspectives, and is prepared primarily as a marketing research tool for manufacturers and others in the industry. References to Euromonitor should not be considered as Euromonitor’s opinion as] [August 19, 2010 Country Style Cooking Restaurant Chain Co., Ltd. Ladies and Gentlemen: Sincerely yours, EX-23.6 13 h04215exv23w6.htm EX-23.6] [August 19, 2010 Country Style Cooking Restaurant Chain Co., Ltd. Ladies and Gentlemen: Sincerely yours, EX-23.7 14 h04215exv23w7.htm EX-23.7] [COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC •]

By | 2016-03-21T23:34:55+00:00 September 7th, 2010|Categories: CCSC, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments
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SFUN [SouFun] F-1: (Original Filing)

[] [THE COMPANIES LAW (REVISED) THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SouFun Holdings Limited (Adopted by way of special resolution passed on 31 August 2006) NAME 1. SouFun Holdings Limited The name of the Company is REGISTERED OFFICE 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Century Yard, Cricket] [THE COMPANIES LAW (REVISED) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SouFun Holdings Limited (Adopted by special resolution passed on August 4, 2010) NAME 1. SouFun Holdings Limited The name of the Company is REGISTERED OFFICE 2. th The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4 GENERAL OBJECTS AND] [SouFun Holdings Limited NAME AND ADDRESS OF SHAREHOLDER CERTIFICATE NUMBER DISTINCTIVE NUMBERS PAR VALUE PAR SHARE FROM TO [Specify] HK$1.00 [Specify] [Specify] [Specify] DATE OF ISSUE NO. OF SHARES CONSIDERATION PAID [Specify] [Specify] HK$ SHARE CERTIFICATE OF SouFun Holdings Limited INCORPORATED IN THE CAYMAN ISLANDS Authorised Capital: HK$600,000,000 divided into 600,000,000 shares of a nominal or par value of HK$1.00] [Dated 31 August 2006 TELSTRA INTERNATIONAL HOLDINGS LIMITED and TIANQUAN MO and THE SEVERAL PERSONS NAMED IN PART A OF SCHEDULE 2 and SOUFUN HOLDINGS LIMITED SHAREHOLDERS’ AGREEMENT IN RELATION TO SOUFUN HOLDINGS LIMITED Table of Contents Contents Page 1 Interpretation 1 2 The Business of the Company 1 3 The Board and Board committees 2 4 Business Plan and] [SouFun Holding Limited Stock Related Award Incentive Plan (see Appendix: Stock Related Award Incentive Plan and Administration before the Company’s IPO) By signing this agreement, the GRANTEE (employees and directors) and the Company (SouFun Holdings Limited) confirm the stock related incentive arrangement between the GRANTEE and the Company since the employee started working with the Company. This agreement is for] [SouFun Holdings Limited 2010 Stock Incentive Plan July 2, 2010 Purposes of the Plan 1. Definitions 2. Administrator (a) “ (b) “ Award (c) “ Award Agreement (d) “ Board (e) “ Cause (f) “ Code (g) “ Committee (h) “ Company (i) “ Consultant (j) “ Continuous Service (k) “ 1 in the case of (i) any approved leave] [EXECUTION VERSION INVESTOR’S RIGHTS AGREEMENT by and among SOUFUN HOLDINGS LIMITED, GENERAL ATLANTIC MAURITIUS LIMITED, HUNT 7-A GUERNSEY L.P. INC, HUNT 7-B GUERNSEY L.P. INC, HUNT 6-A GUERNSEY L.P. INC, NEXT DECADE INVESTMENTS LIMITED, MEDIA PARTNER TECHNOLOGY LIMITED and DIGITAL LINK INVESTMENTS LIMITED Dated: August 13, 2010 Table of Contents Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 ARTICLE II] [EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT among SOUFUN HOLDINGS LIMITED and THE OTHER PARTIES NAMED HEREIN Dated: August 13, 2010 TABLE OF CONTENTS Page 1. Definitions 1 2. Grant of Rights 6 3. Demand Registration 6 4. Incidental or “Piggy-Back” Registration 9 5. Form F-3 Registration 10 6. Holdback Agreement 14 7. Registration Procedures 14 8. Indemnification; Contribution 20 9. Additional] [CONFIDENTIAL OPTIONS EXERCISE AGREEMENT OPTIONS EXERCISE AGREEMENT Agreement Exercise Date Telstra Company Mr. Mo This RECITALS Ordinary Shares Options Plan WHEREAS, Telstra owns (i) 40,726,162 ordinary shares, par value HK$1.00 per share, of the Company (“ Exercise Price WHEREAS, the Options are fully vested and exercisable by Telstra at an exercise price of US$5.00 per Option (the “ IPO Private] [September 2, 2010 SouFun Holdings Limited Dear Sirs, SouFun Holdings Limited (the “Company”) Re: For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the memorandum of association and articles of association of the Company, each certified by the Secretary of the Company on August 4, 2010, copies of minutes] [September 2, 2010 SouFun Holdings Limited Dear Sirs, SouFun Holdings Limited (the “Company”) Re: For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed and relied upon (1) the memorandum of association and the articles of association of the Company, (2) a copy of an undertaking from the Governor-in-Council of] [September 2, 2010 th SouFun Holdings Limited Re: 2,933,238 American Depositary Shares, representing 11,732,952 Ordinary Shares of SouFun Holdings Limited Ladies and Gentlemen: Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships SouFun Holdings Limited Very truly yours, Sidley Austin LLP EX-8.2 13 h04135exv8w2.htm EX-8.2] [Form of Employment Contract [specify] Contract No: Party A: [specify employer name] Party B: [specify employee name] Legal representative or authorized agent: [specify] Level of education: [specify] [specify] Gender: [specify date] Date of birth: [specify] Resident ID number: [specify] Location of household: [specify] Party A’s Address: [specify] Home Address: [specify] Postal Code: In accordance with the relevant stipulations set forth] [INDEMNIFICATION AGREEMENT Agreement THIS INDEMNIFICATION AGREEMENT, dated as of BETWEEN: (1) Company SouFun Holdings Limited, a company organized under the laws of the Cayman Islands (the “ (2) Indemnitee Board WHEREAS, the Company wishes for the Indemnitee to serve on its Board of Directors (the “ WHEREAS, in order to induce and encourage highly experienced and capable persons such as] [FORM OF LOAN AGREEMENT [specify date] This Agreement is made and entered into by the Parties below on (1) Lender [specify name of a subsidiary of SouFun Holdings Limited] [specify address] (2) Borrowers [specify name of shareholder of a consolidated controlled entity] [specify address] Borrower I [specify name of shareholder of a consolidated controlled entity] [specify address] Borrower II Parties] [FORM OF EQUITY PLEDGE AGREEMENT Agreement [specify date] [specify city] China This Equity Pledge Agreement (this “ Pledgee [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Pledgor I [specify name of shareholder of a consolidated controlled entity] [specify address] Pledgor II [specify name of shareholder of the consolidated controlled entity] [specify address] Pledgor(s) Parties Pledgor I and] [FORM OF SHAREHOLDERS’ PROXY AGREEMENT [specify date] [specify city] This Agreement is made and entered into by the Parties below on 1. [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Subsidiary Company 2. [specify name of a consolidated controlled entity] [specify address] VIE Company 3. [specify name of shareholder of the VIE Company] [specify address] 4. [specify] [FORM OF OPERATING AGREEMENT [specify date] [specify city] China This Agreement is made and entered into by the Parties below on Party A [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Party B [specify name of a consolidated controlled entity] [specify address] Party C [specify name of shareholder of Party B] [specify address] Party D [specify name] [FORM OF EXCLUSIVE TECHNICAL CONSULTANCY AND Agreement [specify date] [specify city] China This Exclusive Technical Consultancy and Services Agreement (this “ Party A [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Party B [specify name of a consolidated controlled entity] [specify address] WHEREAS: ( 1 ) [specify date] [specify city] [specify business scope in business license] Party] [FORM OF EXCLUSIVE CALL OPTION AGREEMENT Agreement [specify date] This Exclusive Call Option Agreement (this “ (1) Party A SouFun Holdings Limited, a company with limited liability duly incorporated and validly existing under the laws of the Cayman Islands with its registered address at Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P. O. Box 2681 GT,] [FORM OF AMENDMENT AGREEMENT RELATING TO EXCLUSIVE TECHNICAL Party A [specify name of subsidiary of SouFun Holdings Limited] [specify address] Party B [specify name of another subsidiary of SouFun Holdings Limited] [specify address] Party C [specify name of consolidated controlled entity] [specify address] Party D [specify name of shareholder of Party C] [specify address] Party E [specify name of other] [FORM OF INTRA-GROUP MEMORANDUM OF UNDERSTANDING Memorandum [specify date] This Intra-group Memorandum of Understanding (the “ Party A [specify name of subsidiary of SouFun Holdings Limited] [specify address] Party B [specify name of consolidated controlled entity] [specify address] WHEREAS China [specify date] [specify city] (1) Party A is a wholly foreign owned company established in the People’s Republic of China] [No. Individual Entrusted Loan Agreement Bank of Communications Co., Ltd. No. Individual Entrusted Loan Agreement Important Party C should be consulted promptly if any doubt arises. Party A and Party B are requested to read the Agreement in full and with care, and in particular, the provisions marked with ▲ ▲. CNED Hengshui Zhongcheng Wanyuan Home Co., Ltd. Borrower (hereinafter] [WEB PROMOTION TECHNICAL SERVICE CONTRACT Party A CNED Hengshui Zhong Cheng Wanyuan Home Co., Ltd. Address: Room 1207, No. 1988, Yongxingxi Road, Hengshui Contact: Lin Jincheng Party B SouFun Media Technology (Beijing) Co., Ltd. Address: Room 202, Tower 14, South District Service Building, No. 46, Zhongguancun Dajie, Haidian District, Beijing Contact: Mo Tianquan I. Content of Cooperation Project Party B] [INDIVIDUAL ENTRUSTMENT LOAN AGREEMENT Important 5 5 Party A and Party B are requested to read this Agreement in full and with care, especially the provisions marked with Party A Borrower (hereinafter referred to as “ CNED Hengshui Zhongcheng Wanyuan Home Co., Ltd. Legal representative (Person in charge): Mo Tianquan Legal address: Room 1207, 1988 Yongxing West Road, Hengshui City] [Termination Agreement With Respect To Agreement th This Termination Agreement (this “ Beijing Dong Fang Xi Mei Investment Consulting Co., Ltd. Party A: Beijing SouFun Technical Development Co., Ltd. Party B: Contract WHEREAS: Party A and party B entered into Web Promotion and Technical Service Contract (the " 1. Through amicable negotiation, both Parties agree to terminate the Contract. Party] [Web Promotion Technical Service Contract Contract No: Beijing Wei Ye Hang Real Estate Agency Co., Ltd. th Party A: Beijing SouFun Technical Development Co., Ltd. Party B: I. Content of cooperation Party B is hereby commissioned by Party A to be exclusively responsible for providing planning and marketing services for the promotion of Sanya Chen Guang Hotel Project located in] [INDEMNITY AGREEMENT This Indemnity Agreement, dated as of August 4, 2010 (this “Agreement”), is among Vincent T. Mo, a natural person, (the “Manager”) and CNED Hengshui Zhong Cheng Wanyuan Home Co., Ltd. (“Hengshui”), a PRC company, and SouFun Holdings Limited, a Cayman Islands limited liability company. WHEREAS, the Manager desires to enter into this Agreement in his individual capacity; WHEREAS,] [SouFun Media Technology (Beijing) Co., Ltd., incorporated in the People's Republic of China Beijing SouFun Internet Information Service Co., Ltd., incorporated in the People's Republic of China EX-21.1 30 h04135exv21w1.htm EX-21.1] [Consent of Independent Registered Public Accounting Firm We consent to the references to our firm under the captions “Experts”, “Summary Consolidated Financial Data” and “Selected Consolidated Financial Information”, and to the use of our report dated April 22, 2010, in the Registration Statement (Form F-1) and the related Prospectus of SouFun Holdings Limited dated September 2, 2010. EX-23.1 31 h04135exv23w1.htm] [WRITTEN CONSENT OF KING & WOOD September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Our offices are located at 40th Floor, Office Tower A, Beijing Fortune Plaza, 7 Dongsanhuan Zhonglu, Chaoyang District, Beijing 100020, People’s Republic of China. Very truly yours, EX-23.3 32 h04135exv23w3.htm EX-23.3] [WRITTEN CONSENT OF JONES LANG LASALLE SALLMANNS LIMITED September 2, 2010 The Directors th SouFun Holdings Limited Dear Sirs: Our Hong Kong office is located at 17th Floor, Dorset House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong. Yours faithfully, For and on behalf of Jones Lang LaSalle Sallmanns Limited Director EX-23.4 33 h04135exv23w4.htm EX-23.4] [WRITTEN CONSENT OF CR-NIELSEN September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Our offices are located at 11th Floor, Tower 1, Xindongan Plaza, 138 Wangfujing Avenue, Beijing 100006, People’s Republic of China. Yours faithfully, For and on behalf of CR-Nielsen Director EX-23.5 34 h04135exv23w5.htm EX-23.5] [WRITTEN CONSENT OF DATA CENTER OF THE CHINA INTERNET September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Our offices are located at Room 502, Building 16, Jianwai SOHO, No. 39, Dongsanhuanzhong Road, Chaoyang District, Beijing 100020, People’s Republic of China. Yours faithfully, For and on behalf of Data Center of the China Internet Director EX-23.6 35 h04135exv23w6.htm EX-23.6] [WRITTEN CONSENT OF SHENZHEN UNION STRENGTH BUSINESS CONSULTING CO., LTD. September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Our offices are located at Rooms 1012-1013, Shun Hing Square, Diwang Commercial Center, 5002 Shennan Road East, Shenzhen, Guangdong Province 518008, People’s Republic of China. Yours faithfully, For and on behalf of Shenzhen Union Strength Business Consulting Co., Ltd. Director] [WRITTEN CONSENT OF CCPIT September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Our offices are located at 10th Floor, Ocean Plaza, 158 Fuxingmennei Street, Beijing 100031, People’s Republic of China. Very truly yours, /Seal/ CCPIT Patent & Trademark Law Office EX-23.8 37 h04135exv23w8.htm EX-23.8] [September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Sincerely yours, Qian Zhao EX-23.9 38 h04135exv23w9.htm EX-23.9] [September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Sincerely yours, Hanhui Sun EX-23.10 39 h04135exv23w10.htm EX-23.10] [September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Sincerely yours, EX-23.11 40 h04135exv23w11.htm EX-23.11] [September 2, 2010 SouFun Holdings Limited Ladies and Gentlemen: Sincerely yours, EX-23.12 41 h04135exv23w12.htm EX-23.12] [CODE OF BUSINESS CONDUCT AND ETHICS OF I. INTRODUCTION Every employee, director or officer has the responsibility to obey the law and act honestly and ethically. To that end, this Code of Business Conduct and Ethics is a guide intended to sensitize each employee, director or officer to significant legal and ethical issues that arise frequently and to the mechanisms] [SOUFUN HOLDINGS LIMITED Chapter 1. General Principles 1. Overview Anti-Fraud Policy 2. Objectives 3. Implementation. Chapter 2. Definition and Categories of Fraud 1. Definition 2. Examples of Fraud and Fraudulent Behavior • Usurpation of corporate interests for personal gain; • Misappropriation of assets, embezzlement and theft; • Payment or receipt of bribes, kickbacks or other inappropriate payments; • Participation in]

By | 2016-03-08T02:11:01+00:00 September 2nd, 2010|Categories: Chinese Stocks, SEC Original, SFUN|Tags: , , , , , |0 Comments
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SFUN [SouFun] F-1:

[] [THE COMPANIES LAW (REVISED) THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SouFun Holdings Limited (Adopted by way of special resolution passed on 31 August 2006) NAME 1. SouFun Holdings Limited The name of the Company is REGISTERED OFFICE 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Century Yard, Cricket] [THE COMPANIES LAW (REVISED) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SouFun Holdings Limited (Adopted by special resolution passed on August 4, 2010) NAME 1. SouFun Holdings Limited The name of the Company is REGISTERED OFFICE 2. th The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4 GENERAL OBJECTS AND] [SouFun Holdings Limited NAME AND ADDRESS OF SHAREHOLDER CERTIFICATE NUMBER DISTINCTIVE NUMBERS PAR VALUE PAR SHARE FROM TO [Specify] HK$1.00 [Specify] [Specify] [Specify] DATE OF ISSUE NO. OF SHARES CONSIDERATION PAID [Specify] [Specify] HK$ SHARE CERTIFICATE OF SouFun Holdings Limited INCORPORATED IN THE CAYMAN ISLANDS Authorised Capital: HK$600,000,000 divided into 600,000,000 shares of a nominal or par value of HK$1.00] [Dated 31 August 2006 TELSTRA INTERNATIONAL HOLDINGS LIMITED and TIANQUAN MO and THE SEVERAL PERSONS NAMED IN PART A OF SCHEDULE 2 and SOUFUN HOLDINGS LIMITED SHAREHOLDERS’ AGREEMENT IN RELATION TO SOUFUN HOLDINGS LIMITED Table of Contents Contents Page 1 Interpretation 1 2 The Business of the Company 1 3 The Board and Board committees 2 4 Business Plan and] [SouFun Holding Limited Stock Related Award Incentive Plan (see Appendix: Stock Related Award Incentive Plan and Administration before the Company’s IPO) By signing this agreement, the GRANTEE (employees and directors) and the Company (SouFun Holdings Limited) confirm the stock related incentive arrangement between the GRANTEE and the Company since the employee started working with the Company. This agreement is for] [SouFun Holdings Limited 2010 Stock Incentive Plan July 2, 2010 Purposes of the Plan 1. Definitions 2. Administrator (a) “ (b) “ Award (c) “ Award Agreement (d) “ Board (e) “ Cause (f) “ Code (g) “ Committee (h) “ Company (i) “ Consultant (j) “ Continuous Service (k) “ 1 in the case of (i) any approved leave] [EXECUTION VERSION INVESTOR’S RIGHTS AGREEMENT by and among SOUFUN HOLDINGS LIMITED, GENERAL ATLANTIC MAURITIUS LIMITED, HUNT 7-A GUERNSEY L.P. INC, HUNT 7-B GUERNSEY L.P. INC, HUNT 6-A GUERNSEY L.P. INC, NEXT DECADE INVESTMENTS LIMITED, MEDIA PARTNER TECHNOLOGY LIMITED and DIGITAL LINK INVESTMENTS LIMITED Dated: August 13, 2010 Table of Contents Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 ARTICLE II] [EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT among SOUFUN HOLDINGS LIMITED and THE OTHER PARTIES NAMED HEREIN Dated: August 13, 2010 TABLE OF CONTENTS Page 1. Definitions 1 2. Grant of Rights 6 3. Demand Registration 6 4. Incidental or “Piggy-Back” Registration 9 5. Form F-3 Registration 10 6. Holdback Agreement 14 7. Registration Procedures 14 8. Indemnification; Contribution 20 9. Additional] [CONFIDENTIAL OPTIONS EXERCISE AGREEMENT OPTIONS EXERCISE AGREEMENT Agreement Exercise Date Telstra Company Mr. Mo This RECITALS Ordinary Shares Options Plan WHEREAS, Telstra owns (i) 40,726,162 ordinary shares, par value HK$1.00 per share, of the Company (“ Exercise Price WHEREAS, the Options are fully vested and exercisable by Telstra at an exercise price of US$5.00 per Option (the “ IPO Private] [September 2, 2010 SouFun Holdings Limited Dear Sirs, SouFun Holdings Limited (the “Company”) Re: For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the memorandum of association and articles of association of the Company, each certified by the Secretary of the Company on August 4, 2010, copies of minutes] [September 2, 2010 SouFun Holdings Limited Dear Sirs, SouFun Holdings Limited (the “Company”) Re: For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed and relied upon (1) the memorandum of association and the articles of association of the Company, (2) a copy of an undertaking from the Governor-in-Council of] [September 2, 2010 th SouFun Holdings Limited Re: 2,933,238 American Depositary Shares, representing 11,732,952 Ordinary Shares of SouFun Holdings Limited Ladies and Gentlemen: Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships SouFun Holdings Limited Very truly yours, Sidley Austin LLP EX-8.2 13 h04135exv8w2.htm EX-8.2] [Form of Employment Contract [specify] Contract No: Party A: [specify employer name] Party B: [specify employee name] Legal representative or authorized agent: [specify] Level of education: [specify] [specify] Gender: [specify date] Date of birth: [specify] Resident ID number: [specify] Location of household: [specify] Party A’s Address: [specify] Home Address: [specify] Postal Code: In accordance with the relevant stipulations set forth] [INDEMNIFICATION AGREEMENT Agreement THIS INDEMNIFICATION AGREEMENT, dated as of BETWEEN: (1) Company SouFun Holdings Limited, a company organized under the laws of the Cayman Islands (the “ (2) Indemnitee Board WHEREAS, the Company wishes for the Indemnitee to serve on its Board of Directors (the “ WHEREAS, in order to induce and encourage highly experienced and capable persons such as] [FORM OF LOAN AGREEMENT [specify date] This Agreement is made and entered into by the Parties below on (1) Lender [specify name of a subsidiary of SouFun Holdings Limited] [specify address] (2) Borrowers [specify name of shareholder of a consolidated controlled entity] [specify address] Borrower I [specify name of shareholder of a consolidated controlled entity] [specify address] Borrower II Parties] [FORM OF EQUITY PLEDGE AGREEMENT Agreement [specify date] [specify city] China This Equity Pledge Agreement (this “ Pledgee [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Pledgor I [specify name of shareholder of a consolidated controlled entity] [specify address] Pledgor II [specify name of shareholder of the consolidated controlled entity] [specify address] Pledgor(s) Parties Pledgor I and] [FORM OF SHAREHOLDERS’ PROXY AGREEMENT [specify date] [specify city] This Agreement is made and entered into by the Parties below on 1. [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Subsidiary Company 2. [specify name of a consolidated controlled entity] [specify address] VIE Company 3. [specify name of shareholder of the VIE Company] [specify address] 4. [specify] [FORM OF OPERATING AGREEMENT [specify date] [specify city] China This Agreement is made and entered into by the Parties below on Party A [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Party B [specify name of a consolidated controlled entity] [specify address] Party C [specify name of shareholder of Party B] [specify address] Party D [specify name] [FORM OF EXCLUSIVE TECHNICAL CONSULTANCY AND Agreement [specify date] [specify city] China This Exclusive Technical Consultancy and Services Agreement (this “ Party A [specify name of a subsidiary of SouFun Holdings Limited] [specify address] Party B [specify name of a consolidated controlled entity] [specify address] WHEREAS: ( 1 ) [specify date] [specify city] [specify business scope in business license] Party] [FORM OF EXCLUSIVE CALL OPTION AGREEMENT Agreement [specify date] This Exclusive Call Option Agreement (this “ (1) Party A SouFun Holdings Limited, a company with limited liability duly incorporated and validly existing under the laws of the Cayman Islands with its registered address at Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P. O. Box 2681 GT,] [FORM OF AMENDMENT AGREEMENT RELATING TO EXCLUSIVE TECHNICAL Party A [specify name of subsidiary of SouFun Holdings Limited] [specify address] Party B [specify name of another subsidiary of SouFun Holdings Limited] [specify address] Party C [specify name of consolidated controlled entity] [specify address] Party D [specify name of shareholder of Party C] [specify address] Party E [specify name of other] [FORM OF INTRA-GROUP MEMORANDUM OF UNDERSTANDING Memorandum [specify date] This Intra-group Memorandum of Understanding (the “ Party A [specify name of subsidiary of SouFun Holdings Limited] [specify address] Party B [specify name of consolidated controlled entity] [specify address] WHEREAS China [specify date] [specify city] (1) Party A is a wholly foreign owned company established in the People’s Republic of China] [No. Individual Entrusted Loan Agreement Bank of Communications Co., Ltd. No. Individual Entrusted Loan Agreement Important Party C should be consulted promptly if any doubt arises. Party A and Party B are requested to read the Agreement in full and with care, and in particular, the provisions marked with ▲ ▲. CNED Hengshui Zhongcheng Wanyuan Home Co., Ltd. Borrower (hereinafter] [WEB PROMOTION TECHNICAL SERVICE CONTRACT Party A CNED Hengshui Zhong Cheng Wanyuan Home Co., Ltd. Address: Room 1207, No. 1988, Yongxingxi Road, Hengshui Contact: Lin Jincheng Party B SouFun Media Technology (Beijing) Co., Ltd. Address: Room 202, Tower 14, South District Service Building, No. 46, Zhongguancun Dajie, Haidian District, Beijing Contact: Mo Tianquan I. Content of Cooperation Project Party B] [INDIVIDUAL ENTRUSTMENT LOAN AGREEMENT Important 5 5 Party A and Party B are requested to read this Agreement in full and with care, especially the provisions marked with Party A Borrower (hereinafter referred to as “ CNED Hengshui Zhongcheng Wanyuan Home Co., Ltd. Legal representative (Person in charge): Mo Tianquan Legal address: Room 1207, 1988 Yongxing West Road, Hengshui City] [Termination Agreement With Respect To Agreement th This Termination Agreement (this “ Beijing Dong Fang Xi Mei Investment Consulting Co., Ltd. Party A: Beijing SouFun Technical Development Co., Ltd. Party B: Contract WHEREAS: Party A and party B entered into Web Promotion and Technical Service Contract (the " 1. Through amicable negotiation, both Parties agree to terminate the Contract. Party] [Web Promotion Technical Service Contract Contract No: Beijing Wei Ye Hang Real Estate Agency Co., Ltd. th Party A: Beijing SouFun Technical Development Co., Ltd. Party B: I. Content of cooperation Party B is hereby commissioned by Party A to be exclusively responsible for providing planning and marketing services for the promotion of Sanya Chen Guang Hotel Project located in] [INDEMNITY AGREEMENT This Indemnity Agreement, dated as of August 4, 2010 (this “Agreement”), is among Vincent T. Mo, a natural person, (the “Manager”) and CNED Hengshui Zhong Cheng Wanyuan Home Co., Ltd. (“Hengshui”), a PRC company, and SouFun Holdings Limited, a Cayman Islands limited liability company. WHEREAS, the Manager desires to enter into this Agreement in his individual capacity; WHEREAS,] [SouFun Media Technology (Beijing) Co., Ltd., incorporated in the People's Republic of China Beijing SouFun Internet Information Service Co., Ltd., incorporated in the People's Republic of China EX-21.1 30 h04135exv21w1.htm EX-21.1] [Consent of Independent Registered Public Accounting Firm We consent to the references to our firm under the captions “Experts”, “Summary Consolidated Financial Data” and “Selected Consolidated Financial Information”, and to the use of our report dated April 22, 2010, in the Registration Statement (Form F-1) and the related Prospectus of SouFun Holdings Limited dated September 2, 2010. EX-23.1 31 h04135exv23w1.htm] [WRITTEN CONSENT OF KING & WOOD September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Our offices are located at 40th Floor, Office Tower A, Beijing Fortune Plaza, 7 Dongsanhuan Zhonglu, Chaoyang District, Beijing 100020, People’s Republic of China. Very truly yours, EX-23.3 32 h04135exv23w3.htm EX-23.3] [WRITTEN CONSENT OF JONES LANG LASALLE SALLMANNS LIMITED September 2, 2010 The Directors th SouFun Holdings Limited Dear Sirs: Our Hong Kong office is located at 17th Floor, Dorset House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong. Yours faithfully, For and on behalf of Jones Lang LaSalle Sallmanns Limited Director EX-23.4 33 h04135exv23w4.htm EX-23.4] [WRITTEN CONSENT OF CR-NIELSEN September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Our offices are located at 11th Floor, Tower 1, Xindongan Plaza, 138 Wangfujing Avenue, Beijing 100006, People’s Republic of China. Yours faithfully, For and on behalf of CR-Nielsen Director EX-23.5 34 h04135exv23w5.htm EX-23.5] [WRITTEN CONSENT OF DATA CENTER OF THE CHINA INTERNET September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Our offices are located at Room 502, Building 16, Jianwai SOHO, No. 39, Dongsanhuanzhong Road, Chaoyang District, Beijing 100020, People’s Republic of China. Yours faithfully, For and on behalf of Data Center of the China Internet Director EX-23.6 35 h04135exv23w6.htm EX-23.6] [WRITTEN CONSENT OF SHENZHEN UNION STRENGTH BUSINESS CONSULTING CO., LTD. September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Our offices are located at Rooms 1012-1013, Shun Hing Square, Diwang Commercial Center, 5002 Shennan Road East, Shenzhen, Guangdong Province 518008, People’s Republic of China. Yours faithfully, For and on behalf of Shenzhen Union Strength Business Consulting Co., Ltd. Director] [WRITTEN CONSENT OF CCPIT September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Our offices are located at 10th Floor, Ocean Plaza, 158 Fuxingmennei Street, Beijing 100031, People’s Republic of China. Very truly yours, /Seal/ CCPIT Patent & Trademark Law Office EX-23.8 37 h04135exv23w8.htm EX-23.8] [September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Sincerely yours, Qian Zhao EX-23.9 38 h04135exv23w9.htm EX-23.9] [September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Sincerely yours, Hanhui Sun EX-23.10 39 h04135exv23w10.htm EX-23.10] [September 2, 2010 th SouFun Holdings Limited Ladies and Gentlemen: Sincerely yours, EX-23.11 40 h04135exv23w11.htm EX-23.11] [September 2, 2010 SouFun Holdings Limited Ladies and Gentlemen: Sincerely yours, EX-23.12 41 h04135exv23w12.htm EX-23.12] [CODE OF BUSINESS CONDUCT AND ETHICS OF I. INTRODUCTION Every employee, director or officer has the responsibility to obey the law and act honestly and ethically. To that end, this Code of Business Conduct and Ethics is a guide intended to sensitize each employee, director or officer to significant legal and ethical issues that arise frequently and to the mechanisms] [SOUFUN HOLDINGS LIMITED Chapter 1. General Principles 1. Overview Anti-Fraud Policy 2. Objectives 3. Implementation. Chapter 2. Definition and Categories of Fraud 1. Definition 2. Examples of Fraud and Fraudulent Behavior • Usurpation of corporate interests for personal gain; • Misappropriation of assets, embezzlement and theft; • Payment or receipt of bribes, kickbacks or other inappropriate payments; • Participation in]

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OSN [Ossen Innovation] F-1: (Original Filing)

[FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LTD British Virgin Islands 3315 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number) (I.R.S. Employer Identification Number) 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China +86 (21) 6888-8886 CT Corporation 111 Eighth Avenue New York, New York 10011 (212)] [INDEPENDENT REGISTERED ACCOUNTING FIRM CONSENT Sherb & Co., LLP New York, NY July 30, 2010 EX-23.1 6 v191965_ex23-1.htm]

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OSN [Ossen Innovation] F-1: FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

[FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LTD British Virgin Islands 3315 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number) (I.R.S. Employer Identification Number) 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China +86 (21) 6888-8886 CT Corporation 111 Eighth Avenue New York, New York 10011 (212)] [INDEPENDENT REGISTERED ACCOUNTING FIRM CONSENT Sherb & Co., LLP New York, NY July 30, 2010 EX-23.1 6 v191965_ex23-1.htm]

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BORN [CHINA NEW BORUN] F-1: (Original Filing)

[] [Equity Purchase Agreement In respect of Daqing Anxin Tongwei Alcohol Manufacturing Limited Signed on June 26, 2008 1 This Equity Purchase Agreement (hereinafter referred to as this “Agreement”) was entered into at Daqing Hotel, Daqing City on June 26, 2008, by and among the following parties: (A) Yan Zhen’an, Chinese nationality with ID No. 230621196712083938 and address in Room 502] [Equity Transfer Agreement of Shandong Borun Industrial Limited Name of Transferor: He Xiuni Name of Transferee: Weifang Great Chemical Inc. Executed at: 3rd Floor Meeting Room of Shandong Borun Industrial Limited Executed on: November 30, 2008 In accordance with the relevant stipulations of the Contract Law of the People’s Republic of China and Company Law of the People’s Republic of] [EQUITY INTEREST TRANSFER AGREEMENT Transferor Party A : PAN GANG (hereinafter referred to as the “ November 18,1970, with his passport number of 97FC84743 and address at 7 RUE DE PRAGUE 75012 PARIS FRANCE. Transferee Party B : [China High Enterprises Limited.] (hereinafter referred to as “ The Parties, through consultations, agree as follows with respect to shareholding transfer of] [] [THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHINA NEW BORUN CORPORATION THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS REGISTERED AND FILED COMPANY LIMITED BY SHARES AS NO: 234966 THIS 21 ST DAY OF December, 2009 MEMORANDUM OF ASSOCIATION OF Asst. Registrar of Companies CHINA NEW BORUN] [THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHINA NEW BORUN CORPORATION (adopted by Special Resolution passed on 30 March 2010) THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHINA NEW BORUN CORPORATION (adopted] [Shareholders Agreement March 31, 2010 In respect of China New Borun Corporation Between (1) China New Borun Corporation (2) King River Holding Limited (3) Star Elite Enterprises Limited (4) Earnstar Holdings Limited (5) TDR Advisors Inc. This Shareholders’ Agreement Agreement (this “ this 31st day of March, 2010 Between : (1) China New Borun Corporation Company , an exempted company] [EXECUTION VERSION SHARE EXCHANGE AGREEMENT By and Among CHINA NEW BORUN CORPORATION, GOLDEN DIRECTION LIMITED and STAR ELITE ENTERPRISES LIMITED, EARNSTAR HOLDING LIMITED, TDR ADVISORS, INC. and CHINA HIGH ENTERPRISES LIMITED Dated as of February 28 , 2010 TABLE OF CONTENTS PAGE 2 Section 1.01 Organization 2 Section 1.02 Capitalization 2 Section 1.03 Subsidiaries 3 Section 1.04 Financial Statements 3] [SHARE EXCHANGE AGREEMENT By and Among CHINA NEW BORUN CORPORATION and KING RIVER HOLDING LIMITED and GOLDEN DIRECTION LIMITED Dated as of March 15 , 2010 TABLE OF CONTENTS PAGE 1 Section 1.01 Organization 1 Section 1.02 Capitalization 2 Section 1.03 Subsidiaries 2 Section 1.04 No Financial Statements 2 Section 1.05 Absence of Certain Changes or Events 2 Section 1.06] [THE MAXIMUM MORTGAGE CONTRACT AGRICULTURAL DEVELOPMENT BANK OF CHINA Mortgagor (in full): Daqing Borun Biology Science and Technology Co., Ltd Business License Number: 230606100202936 Legal Representative (Main Responsible Officer): Wang Jinmiao Address: Jubao Village, Zhusan Township, Datong District, Daqing Postal code: 163000 Bank of Basic Deposit Account and Account Number: Datong Branch of Daqing Commercial Bank with the Account No.] [FORM OF INDEPENDENT DIRECTOR AGREEMENT THIS INDEPENDENT DIRECTOR AGREEMENT Agreement CHINA NEW BORUN CORPORATION, Company Director (this “ RECITALS : WHEREAS IPO Common Stock WHEREAS Board , the Company [desires to appoint][has appointed] the Director to serve on the Company’s board of directors (the “ WHEREAS , the Director [has been][may be] appointed as a member of one or more] [FORM OF INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this “ 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] [] [BDO China Li Xin Da H ua CPA Co., Ltd. 11th Floor B Block Union Square 5022 Binhe Road Shenzhen 518033P.R.China Telephone : +86-755-82900952 Fax : +86-755-82900965 Consent Letter from Independently Registered Public Accountants China New Borun Corporation We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated April 23,] [Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. Partnering with clients to create innovative growth strategies 3601B-3602, The Center 989 Chang Le Road January 12th, 2009 Shanghai, 200031 P. R. China Shandong Borun Industrial Co., Ltd Tel: +86 21 5407 5780/81/82 Bohai Industrial Park (South of Yangkou Town) Fax: +86 21 5407 5825 Shouguang, Shandong 262715, China www.frost.com Tel: (86)]

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BORN [CHINA NEW BORUN] F-1:

[] [Equity Purchase Agreement In respect of Daqing Anxin Tongwei Alcohol Manufacturing Limited Signed on June 26, 2008 1 This Equity Purchase Agreement (hereinafter referred to as this “Agreement”) was entered into at Daqing Hotel, Daqing City on June 26, 2008, by and among the following parties: (A) Yan Zhen’an, Chinese nationality with ID No. 230621196712083938 and address in Room 502] [Equity Transfer Agreement of Shandong Borun Industrial Limited Name of Transferor: He Xiuni Name of Transferee: Weifang Great Chemical Inc. Executed at: 3rd Floor Meeting Room of Shandong Borun Industrial Limited Executed on: November 30, 2008 In accordance with the relevant stipulations of the Contract Law of the People’s Republic of China and Company Law of the People’s Republic of] [EQUITY INTEREST TRANSFER AGREEMENT Transferor Party A : PAN GANG (hereinafter referred to as the “ November 18,1970, with his passport number of 97FC84743 and address at 7 RUE DE PRAGUE 75012 PARIS FRANCE. Transferee Party B : [China High Enterprises Limited.] (hereinafter referred to as “ The Parties, through consultations, agree as follows with respect to shareholding transfer of] [] [THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHINA NEW BORUN CORPORATION THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS REGISTERED AND FILED COMPANY LIMITED BY SHARES AS NO: 234966 THIS 21 ST DAY OF December, 2009 MEMORANDUM OF ASSOCIATION OF Asst. Registrar of Companies CHINA NEW BORUN] [THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHINA NEW BORUN CORPORATION (adopted by Special Resolution passed on 30 March 2010) THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHINA NEW BORUN CORPORATION (adopted] [Shareholders Agreement March 31, 2010 In respect of China New Borun Corporation Between (1) China New Borun Corporation (2) King River Holding Limited (3) Star Elite Enterprises Limited (4) Earnstar Holdings Limited (5) TDR Advisors Inc. This Shareholders’ Agreement Agreement (this “ this 31st day of March, 2010 Between : (1) China New Borun Corporation Company , an exempted company] [EXECUTION VERSION SHARE EXCHANGE AGREEMENT By and Among CHINA NEW BORUN CORPORATION, GOLDEN DIRECTION LIMITED and STAR ELITE ENTERPRISES LIMITED, EARNSTAR HOLDING LIMITED, TDR ADVISORS, INC. and CHINA HIGH ENTERPRISES LIMITED Dated as of February 28 , 2010 TABLE OF CONTENTS PAGE 2 Section 1.01 Organization 2 Section 1.02 Capitalization 2 Section 1.03 Subsidiaries 3 Section 1.04 Financial Statements 3] [SHARE EXCHANGE AGREEMENT By and Among CHINA NEW BORUN CORPORATION and KING RIVER HOLDING LIMITED and GOLDEN DIRECTION LIMITED Dated as of March 15 , 2010 TABLE OF CONTENTS PAGE 1 Section 1.01 Organization 1 Section 1.02 Capitalization 2 Section 1.03 Subsidiaries 2 Section 1.04 No Financial Statements 2 Section 1.05 Absence of Certain Changes or Events 2 Section 1.06] [THE MAXIMUM MORTGAGE CONTRACT AGRICULTURAL DEVELOPMENT BANK OF CHINA Mortgagor (in full): Daqing Borun Biology Science and Technology Co., Ltd Business License Number: 230606100202936 Legal Representative (Main Responsible Officer): Wang Jinmiao Address: Jubao Village, Zhusan Township, Datong District, Daqing Postal code: 163000 Bank of Basic Deposit Account and Account Number: Datong Branch of Daqing Commercial Bank with the Account No.] [FORM OF INDEPENDENT DIRECTOR AGREEMENT THIS INDEPENDENT DIRECTOR AGREEMENT Agreement CHINA NEW BORUN CORPORATION, Company Director (this “ RECITALS : WHEREAS IPO Common Stock WHEREAS Board , the Company [desires to appoint][has appointed] the Director to serve on the Company’s board of directors (the “ WHEREAS , the Director [has been][may be] appointed as a member of one or more] [FORM OF INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this “ 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] [] [BDO China Li Xin Da H ua CPA Co., Ltd. 11th Floor B Block Union Square 5022 Binhe Road Shenzhen 518033P.R.China Telephone : +86-755-82900952 Fax : +86-755-82900965 Consent Letter from Independently Registered Public Accountants China New Borun Corporation We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated April 23,] [Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. Partnering with clients to create innovative growth strategies 3601B-3602, The Center 989 Chang Le Road January 12th, 2009 Shanghai, 200031 P. R. China Shandong Borun Industrial Co., Ltd Tel: +86 21 5407 5780/81/82 Bohai Industrial Park (South of Yangkou Town) Fax: +86 21 5407 5825 Shouguang, Shandong 262715, China www.frost.com Tel: (86)]

By | 2016-04-02T16:48:31+00:00 April 27th, 2010|Categories: BORN, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments
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CHRM [Charm Communications] F-1: (Original Filing)

[] [COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHARM COMMUNICATIONS INC. (Amended and Restated by a Special Resolution passed on 20 January 2010) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHARM COMMUNICATIONS INC. (Amended and Restated by a Special Resolution passed on 20 January 2010) 1. Company The name of the] [Execution Version SHARE SUBSCRIPTION AGREEMENT by and among CHARM COMMUNICATIONS INC. MR. DANG HE MOVIE-FORWARD LTD. JETLONG TECHNOLOGY LIMITED CHARM HONG KONG LIMITED NANNING JETLONG TECHNOLOGY CO., LTD. EACH OF THE PERSONS LISTED ON SCHEDULE 1 HERETO DYNASTY CAYMAN LIMITED and SWIFT RISE INTERNATIONAL LIMITED (as “Investors”) Dated as of July 16, 2008 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS] [CHARM COMMUNICATIONS INC. AMENDMENT NO. 1 TO SHARE SUBSCRIPTION AGREEMENT Subscription Agreement Company Dynasty Swift Rise Investors Amendment This Amendment to the Share Subscription Agreement, dated as of July 16, 2008 (the “ WHEREAS Series A Preferred Shares WHEREAS Chaview Second Subscription Agreement WHEREAS NOW, THEREFORE Amendment 1. Section 2.4 Adjustment Shares “ -1- 2008 Net Income and non-recurring expenses] [SECOND SHARE SUBSCRIPTION AGREEMENT by and among CHARM COMMUNICATIONS INC. MR. DANG HE MOVIE-FORWARD LTD. JETLONG TECHNOLOGY LIMITED CHARM HONG KONG LIMITED NANNING JETLONG TECHNOLOGY CO., LTD. EACH OF THE PERSONS LISTED ON SCHEDULE 1 HERETO QINGHAI CHARM YOUSHI CULTURE CO., LTD. and CHAVIEW INVESTMENTS LIMITED Dated as of August 15, 2008 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2] [SHARE SUBSCRIPTION AGREEMENT by and among MR. DANG HE MERRY CIRCLE TRADING LIMITED CHARM COMMUNICATIONS INC. and AEGIS MEDIA PACIFIC LTD. Dated as of 20 January 2010 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Additional Definitions 11 1.3 Construction 12 ARTICLE II SUBSCRIPTION OF SHARES 13 2.1 Subscription of Shares 13 2.2 Closing 13 15] [SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT among DANG HE MERRY CIRCLE TRADING LIMITED HONOUR IDEA LIMITED AEGIS MEDIA PACIFIC LTD. CHAVIEW INVESTMENTS LIMITED and CHARM COMMUNICATIONS INC. Dated as of 20 January 2010 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 5 1.1 Definitions 5 1.2 Additional Definitions 10 1.3 Construction 12 12 2.1] [CHARM COMMUNICATIONS INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 20 January 2010 Agreement Company Founder Chaview Aegis Shareholders THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “ RECITALS (A) Dynasty Swift Rise First Subscription Agreement The Company, the Founder, Dynasty Cayman Limited (“ (B) Second Subscription Agreement Amended and Restated Registration Rights Agreemen The Company, the Founder, Chaview] [Dated 20 January 2010_ POSTERSCOPE ADVERTISING LIMITED and AEGIS MEDIA PACIFIC LTD. and MEDIA PORT HOLDINGS LIMITED and CHARM COMMUNICATIONS INC. and POSTERSCOPE (HONG KONG) LIMITED Joint Venture Agreement regarding Posterscope (Hong Kong) Limited and (Beijing Vizeum Advertising Co. Ltd.) TABLE OF CONTENT Clause Page 1. DEFINITIONS AND INTERPRETATION 5 2. ACQUISITION OF BENEFICIAL INTEREST 9 3. ACQUISITION OF TITLE] [DATED 20 January 2010 MEDIA PORT HOLDINGS LIMITED and POSTERSCOPE ADVERTISING LIMITED and POSTERSCOPE (HONG KONG) LIMITED and CHARM COMMUNICATIONS INC. and AEGIS MEDIA PACIFIC LTD. SHAREHOLDERS’ AGREEMENT TABLE OF CONTENT Clause Page 1. INTERPRETATION 2 2. CORPORATE GOVERNANCE MATTERS 9 3. MINORITY PROTECTION 19 4. PROTECTION OF PARTIES’ INTERESTS 21 5. TRANSFER OF SHARES 24 6. FIRST CALL OPTION] [CHARM COMMUNICATIONS INC. Purpose of the Plan 1. 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 its Affiliates by providing incentives through the granting] [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] [Shanghai Media Group Contract No. 2008-B005 Party A: Shanghai Media Group and Advertising Management Center of Shanghai Media Group (“Party A”) Party B: Shanghai Haobangyang Advertising Co., Ltd. (“Party B”) Whereas, This contract indicates to Party A and Party B and both parties explicitly understand and confirm that: 3. Both parties are willing to cooperate friendly and explore TV advertising] [Shanghai Media Group No.: 2009-W014 Party A: Shanghai Media Group; Shanghai Media Group Advertisement Operation Center (“Party A”) Party B: Beijing Shidai Charm Advertising Company Limited (“Party B”) WHEREAS: Having each been granted the opportunity to read this Contract, Party A and Party B hereby expressly understand and acknowledge as follows: 3. The Parties share the common wish of engaging] [Exclusive Agency Agreement Party A: Tianjin Television Station Party B: Qinghai Charm Advertising Co., Ltd. General Principles 1. Party A and Party B enter into this Contract for the purpose of fostering an ever stronger Tianjin Satellite TV and achieving win-win results during the course of development. All detailed provisions governing this cooperation are being entered into by Party A] [Shanghai Media Group No.: W2010013 Party A: Shanghai Media Group; Shanghai Media Group Advertisement Operation Center (“Party A”) Party B: Qinghai Charm Advertising Company Limited (“Party B”) WHEREAS: Having each been granted the opportunity to read this Contract, Party A and Party B hereby expressly understand and acknowledge as follows: 3. Party A conducted a public tendering in connection with] [Exclusive Agency Agreement Party A: Tianjin Television Station Party B: Qinghai Charm Advertising Co., Ltd. General Principles 1. Party A and Party B enter into this Contract for the purpose of fostering an ever stronger Tianjin Satellite TV and achieving win-win results during the course of development. All detailed provisions governing this cooperation are being entered into by Party A] [Form of Exclusive Technology Support Agreement between Nanning Jetlong Technology Co., Ltd. and [Affiliated Consolidated Entity] 1 Form of Exclusive Technology Support Agreement This Exclusive Technology Support Agreement (this “Agreement”) is entered into on ________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and between: Licensor: Nanning Jetlong Technology Co., Ltd. Licensee: [Affiliated Consolidated Entity] In] [Form of Trademark, Trade Name and Domain Name License Agreement between Nanning Jetlong Technology Co., Ltd. and [Affiliated Consolidated Entity] 1 Form of Trademark, Domain Name and Trade Name License Agreement This Trademark, Domain Name and Trade Name License Agreement (this “Agreement”) is entered into on ________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and] [Form of Option and Cooperation Agreement among Nanning Jetlong Technology Co., Ltd. [Affiliated Consolidated Entity] and [Nominee Shareholder] 1 Form of Option and Cooperation Agreement This Option and Cooperation Agreement (this “Agreement”) is entered into on _________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and between: Transferor: [Nominee Shareholder] (ID No.: ) Nationality: PRC [Nominee] [Form of Voting Rights Agreement This Agreement is entered into on _________ in Beijing by the following parties: Party A: [Nominee Shareholder] ID No.: Party B: Nanning Jetlong Technology Co., Ltd. Target Company: [Affiliated Consolidated Entity] Whereas: (1) Party A is a legal citizen of the People’s Republic of China (the “PRC”) and currently legally holds ___% of equity interest] [Form of Equity Pledge Agreement among Nanning Jetlong Technology Co., Ltd. [Affiliated Consolidated Entity] and [Nominee Shareholder] 1 Form of Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is entered into on _________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and between: Pledgor: [Nominee Shareholder] (ID No.: Nationality: PRC Pledgee: Nanning Jetlong Technology Co.,] [ACT THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ CHARM COMMUNICATIONS INC. PROMISSORY NOTE US$19,560,000 January 20, 2010 Company Aegis Share Subscription Agreement WHEREAS, Charm Communications Inc., a company established and existing under the laws of the Cayman Islands with its registered office situated at P.O. Box] [April 9, 2010 Ladies and Gentlemen: Beijing, People’s Republic of China EX-16.1 24 h03022exv16w1.htm EX-16.1] [Wholly Owned Subsidiaries • Movie-Forward Ltd. (incorporated in the British Virgin Islands) • Charm Hong Kong Limited (incorporated in Hong Kong) • Nanning Jetlong Technology Co., Ltd. (incorporated in the PRC) • Media Port Holdings Ltd. (incorporated in the British Virgin Islands) Partially Owned Subsidiaries • Posterscope (Hong Kong) Limited (incorporated in Hong Kong) • Beijing Vizeum Advertising Co., Ltd.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated February 11, 2010, except for Note 21, as to which the date is April 9, 2010, relating to the consolidated financial statements of Charm Communications Inc. as of December 31, 2008 and 2009 and for each of] [Leading / Thinking / Performing April 9, 2010 The Board of Directors Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED Valuation / Transaction Consulting / Real Estate Advisory / Fixed Asset Management EX-23.5 27 h03022exv23w5.htm EX-23.5] [PRIVATE & CONFIDENTIAL To: Charm Communications Inc. With a copy to: CREDIT SUISSE (HONGKONG) LIMITED Re: Consent to References to CTR Market Research’s Report on China’s television advertising market Madam/Sirs: Proposed IPO), In connection with your proposed initial public offering in the U.S. (the CTR Market Research Yours faithfully, Tian Tao Vice President 2010.3.28 EX-23.6 28 h03022exv23w6.htm EX-23.6] [CHARM COMMUNICATIONS INC. CODE OF BUSINESS CONDUCT AND ETHICS I. Purpose Company Code Charm Communications Inc. (collectively the “ This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; SEC (iii) compliance with applicable governmental laws, rules and regulations;]

By | 2016-03-26T04:46:29+00:00 April 9th, 2010|Categories: Chinese Stocks, CHRM, SEC Original|Tags: , , , , , |0 Comments
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CHRM [Charm Communications] F-1:

[] [COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHARM COMMUNICATIONS INC. (Amended and Restated by a Special Resolution passed on 20 January 2010) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHARM COMMUNICATIONS INC. (Amended and Restated by a Special Resolution passed on 20 January 2010) 1. Company The name of the] [Execution Version SHARE SUBSCRIPTION AGREEMENT by and among CHARM COMMUNICATIONS INC. MR. DANG HE MOVIE-FORWARD LTD. JETLONG TECHNOLOGY LIMITED CHARM HONG KONG LIMITED NANNING JETLONG TECHNOLOGY CO., LTD. EACH OF THE PERSONS LISTED ON SCHEDULE 1 HERETO DYNASTY CAYMAN LIMITED and SWIFT RISE INTERNATIONAL LIMITED (as “Investors”) Dated as of July 16, 2008 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS] [CHARM COMMUNICATIONS INC. AMENDMENT NO. 1 TO SHARE SUBSCRIPTION AGREEMENT Subscription Agreement Company Dynasty Swift Rise Investors Amendment This Amendment to the Share Subscription Agreement, dated as of July 16, 2008 (the “ WHEREAS Series A Preferred Shares WHEREAS Chaview Second Subscription Agreement WHEREAS NOW, THEREFORE Amendment 1. Section 2.4 Adjustment Shares “ -1- 2008 Net Income and non-recurring expenses] [SECOND SHARE SUBSCRIPTION AGREEMENT by and among CHARM COMMUNICATIONS INC. MR. DANG HE MOVIE-FORWARD LTD. JETLONG TECHNOLOGY LIMITED CHARM HONG KONG LIMITED NANNING JETLONG TECHNOLOGY CO., LTD. EACH OF THE PERSONS LISTED ON SCHEDULE 1 HERETO QINGHAI CHARM YOUSHI CULTURE CO., LTD. and CHAVIEW INVESTMENTS LIMITED Dated as of August 15, 2008 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2] [SHARE SUBSCRIPTION AGREEMENT by and among MR. DANG HE MERRY CIRCLE TRADING LIMITED CHARM COMMUNICATIONS INC. and AEGIS MEDIA PACIFIC LTD. Dated as of 20 January 2010 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Additional Definitions 11 1.3 Construction 12 ARTICLE II SUBSCRIPTION OF SHARES 13 2.1 Subscription of Shares 13 2.2 Closing 13 15] [SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT among DANG HE MERRY CIRCLE TRADING LIMITED HONOUR IDEA LIMITED AEGIS MEDIA PACIFIC LTD. CHAVIEW INVESTMENTS LIMITED and CHARM COMMUNICATIONS INC. Dated as of 20 January 2010 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 5 1.1 Definitions 5 1.2 Additional Definitions 10 1.3 Construction 12 12 2.1] [CHARM COMMUNICATIONS INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 20 January 2010 Agreement Company Founder Chaview Aegis Shareholders THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “ RECITALS (A) Dynasty Swift Rise First Subscription Agreement The Company, the Founder, Dynasty Cayman Limited (“ (B) Second Subscription Agreement Amended and Restated Registration Rights Agreemen The Company, the Founder, Chaview] [Dated 20 January 2010_ POSTERSCOPE ADVERTISING LIMITED and AEGIS MEDIA PACIFIC LTD. and MEDIA PORT HOLDINGS LIMITED and CHARM COMMUNICATIONS INC. and POSTERSCOPE (HONG KONG) LIMITED Joint Venture Agreement regarding Posterscope (Hong Kong) Limited and (Beijing Vizeum Advertising Co. Ltd.) TABLE OF CONTENT Clause Page 1. DEFINITIONS AND INTERPRETATION 5 2. ACQUISITION OF BENEFICIAL INTEREST 9 3. ACQUISITION OF TITLE] [DATED 20 January 2010 MEDIA PORT HOLDINGS LIMITED and POSTERSCOPE ADVERTISING LIMITED and POSTERSCOPE (HONG KONG) LIMITED and CHARM COMMUNICATIONS INC. and AEGIS MEDIA PACIFIC LTD. SHAREHOLDERS’ AGREEMENT TABLE OF CONTENT Clause Page 1. INTERPRETATION 2 2. CORPORATE GOVERNANCE MATTERS 9 3. MINORITY PROTECTION 19 4. PROTECTION OF PARTIES’ INTERESTS 21 5. TRANSFER OF SHARES 24 6. FIRST CALL OPTION] [CHARM COMMUNICATIONS INC. Purpose of the Plan 1. 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 its Affiliates by providing incentives through the granting] [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] [Shanghai Media Group Contract No. 2008-B005 Party A: Shanghai Media Group and Advertising Management Center of Shanghai Media Group (“Party A”) Party B: Shanghai Haobangyang Advertising Co., Ltd. (“Party B”) Whereas, This contract indicates to Party A and Party B and both parties explicitly understand and confirm that: 3. Both parties are willing to cooperate friendly and explore TV advertising] [Shanghai Media Group No.: 2009-W014 Party A: Shanghai Media Group; Shanghai Media Group Advertisement Operation Center (“Party A”) Party B: Beijing Shidai Charm Advertising Company Limited (“Party B”) WHEREAS: Having each been granted the opportunity to read this Contract, Party A and Party B hereby expressly understand and acknowledge as follows: 3. The Parties share the common wish of engaging] [Exclusive Agency Agreement Party A: Tianjin Television Station Party B: Qinghai Charm Advertising Co., Ltd. General Principles 1. Party A and Party B enter into this Contract for the purpose of fostering an ever stronger Tianjin Satellite TV and achieving win-win results during the course of development. All detailed provisions governing this cooperation are being entered into by Party A] [Shanghai Media Group No.: W2010013 Party A: Shanghai Media Group; Shanghai Media Group Advertisement Operation Center (“Party A”) Party B: Qinghai Charm Advertising Company Limited (“Party B”) WHEREAS: Having each been granted the opportunity to read this Contract, Party A and Party B hereby expressly understand and acknowledge as follows: 3. Party A conducted a public tendering in connection with] [Exclusive Agency Agreement Party A: Tianjin Television Station Party B: Qinghai Charm Advertising Co., Ltd. General Principles 1. Party A and Party B enter into this Contract for the purpose of fostering an ever stronger Tianjin Satellite TV and achieving win-win results during the course of development. All detailed provisions governing this cooperation are being entered into by Party A] [Form of Exclusive Technology Support Agreement between Nanning Jetlong Technology Co., Ltd. and [Affiliated Consolidated Entity] 1 Form of Exclusive Technology Support Agreement This Exclusive Technology Support Agreement (this “Agreement”) is entered into on ________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and between: Licensor: Nanning Jetlong Technology Co., Ltd. Licensee: [Affiliated Consolidated Entity] In] [Form of Trademark, Trade Name and Domain Name License Agreement between Nanning Jetlong Technology Co., Ltd. and [Affiliated Consolidated Entity] 1 Form of Trademark, Domain Name and Trade Name License Agreement This Trademark, Domain Name and Trade Name License Agreement (this “Agreement”) is entered into on ________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and] [Form of Option and Cooperation Agreement among Nanning Jetlong Technology Co., Ltd. [Affiliated Consolidated Entity] and [Nominee Shareholder] 1 Form of Option and Cooperation Agreement This Option and Cooperation Agreement (this “Agreement”) is entered into on _________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and between: Transferor: [Nominee Shareholder] (ID No.: ) Nationality: PRC [Nominee] [Form of Voting Rights Agreement This Agreement is entered into on _________ in Beijing by the following parties: Party A: [Nominee Shareholder] ID No.: Party B: Nanning Jetlong Technology Co., Ltd. Target Company: [Affiliated Consolidated Entity] Whereas: (1) Party A is a legal citizen of the People’s Republic of China (the “PRC”) and currently legally holds ___% of equity interest] [Form of Equity Pledge Agreement among Nanning Jetlong Technology Co., Ltd. [Affiliated Consolidated Entity] and [Nominee Shareholder] 1 Form of Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is entered into on _________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and between: Pledgor: [Nominee Shareholder] (ID No.: Nationality: PRC Pledgee: Nanning Jetlong Technology Co.,] [ACT THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ CHARM COMMUNICATIONS INC. PROMISSORY NOTE US$19,560,000 January 20, 2010 Company Aegis Share Subscription Agreement WHEREAS, Charm Communications Inc., a company established and existing under the laws of the Cayman Islands with its registered office situated at P.O. Box] [April 9, 2010 Ladies and Gentlemen: Beijing, People’s Republic of China EX-16.1 24 h03022exv16w1.htm EX-16.1] [Wholly Owned Subsidiaries • Movie-Forward Ltd. (incorporated in the British Virgin Islands) • Charm Hong Kong Limited (incorporated in Hong Kong) • Nanning Jetlong Technology Co., Ltd. (incorporated in the PRC) • Media Port Holdings Ltd. (incorporated in the British Virgin Islands) Partially Owned Subsidiaries • Posterscope (Hong Kong) Limited (incorporated in Hong Kong) • Beijing Vizeum Advertising Co., Ltd.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated February 11, 2010, except for Note 21, as to which the date is April 9, 2010, relating to the consolidated financial statements of Charm Communications Inc. as of December 31, 2008 and 2009 and for each of] [Leading / Thinking / Performing April 9, 2010 The Board of Directors Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED Valuation / Transaction Consulting / Real Estate Advisory / Fixed Asset Management EX-23.5 27 h03022exv23w5.htm EX-23.5] [PRIVATE & CONFIDENTIAL To: Charm Communications Inc. With a copy to: CREDIT SUISSE (HONGKONG) LIMITED Re: Consent to References to CTR Market Research’s Report on China’s television advertising market Madam/Sirs: Proposed IPO), In connection with your proposed initial public offering in the U.S. (the CTR Market Research Yours faithfully, Tian Tao Vice President 2010.3.28 EX-23.6 28 h03022exv23w6.htm EX-23.6] [CHARM COMMUNICATIONS INC. CODE OF BUSINESS CONDUCT AND ETHICS I. Purpose Company Code Charm Communications Inc. (collectively the “ This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; SEC (iii) compliance with applicable governmental laws, rules and regulations;]

By | 2016-03-26T04:47:51+00:00 April 9th, 2010|Categories: Chinese Stocks, CHRM, Webplus ver|Tags: , , , , , |0 Comments
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