HIHO [HIGHWAY] F-3/A: PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3 REGISTRATION

[PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Highway Holdings Limited British Virgin Islands NA (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Suite 810, Level 8, Landmark North 39 Lung Sum Avenue Sheung Shui New Territories, Hong Kong (852) 2344-4248 Roland Kohl Executive Chief Suite 810, Level 8,] [HIGHWAY HOLDINGS LIMITED and __________________________, as Trustee INDENTURE Dated as of , TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2 OTHER DEFINITIONS 5 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 6 1.4 RULES OF CONSTRUCTION 6 ARTICLE 2 THE SECURITIES 7 2.1 ISSUABLE SERIES 7 2.2 ESTABLISHMENT OF TERMS OF SERIES] [Harney Westwood & Riegels Craigmuir Chambers PO Box 71, Road Town Tortola VG1110, British Virgin Islands Tel: +1 284 494 2233 Fax: +1 284 494 3547 www.harneys.com 7 December 2010 Your Ref Our Ref 018475.0002/ENM Doc ID 2726776_3 Highway Holdings Limited Suite 810, Level 8, Landmark North 39 Lung Sum Avenue Sheung Shui New Territories Hong Kong Dear Sirs Highway] [AGCA, Inc. CONSENT OF INDEPENDENT ACCOUNTANTS We also consent to the reference to our Firm under the caption “Experts” in such Registration Statement. Arcadia, California December 7, 2010 411 E. Huntington Drive, Suite 308, Arcadia, CA 91006 Phone: (626) 446-4000 · Fax: (626) 446-4002 · E-mail : in fo@agcacpa.com EX-23.1 5 v204536_ex23-1.htm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Pre-effective Amendment No. 1 to Registration Statement on Form F-3 of our reports dated June 20, 2009 and June 29, 2010 as to Note 2(q) relating to the consolidated financial statements as of March 31, 2009 and for each of the two years in]

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CO [China Cord Blood] F-3/A: EXPLANATORY NOTE PART II INFORMATION NOT REQUIRED IN

[EXPLANATORY NOTE PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 8. Indemnification of Directors and Officers. Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy,] [21 October 010 Matter No.:874583 Doc Ref: 342924 Tel No.: 852 2842 9530 E-mail: Richard.Hall@conyersdill.com China Cord Blood Corporation th 48 1 Garden Road, Central Hong Kong S.A.R. Dear Sirs, Re: China Cord Blood Corporation (the “Company”) Registration Statement Commission Securities Act Ordinary Shares Preferred Shares Equity Securities Debt Securities Rights Units Securities We have acted as special Cayman Islands]

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CO [China Cord Blood] F-3/A: (Original Filing)

[EXPLANATORY NOTE PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 8. Indemnification of Directors and Officers. Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy,] [21 October 010 Matter No.:874583 Doc Ref: 342924 Tel No.: 852 2842 9530 E-mail: Richard.Hall@conyersdill.com China Cord Blood Corporation th 48 1 Garden Road, Central Hong Kong S.A.R. Dear Sirs, Re: China Cord Blood Corporation (the “Company”) Registration Statement Commission Securities Act Ordinary Shares Preferred Shares Equity Securities Debt Securities Rights Units Securities We have acted as special Cayman Islands]

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CO [Chinard Bloodrp] F-3/A: (Original Filing)

[EXPLANATORY NOTE PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 8. Indemnification of Directors and Officers.yman Islands law does not limit the extent to which ampanys articles ofsociation may provide for indemnification of officers and directors, except to the extent any such provision may be held by theyman Islandsurts to bentrary to public policy, such] [21 October 010 Matter No.:874583 Doc Ref: 342924 Tel No.: 852 2842 9530 E-mail: Richard.Hall@conyersdill.com Chinard Bloodrporation th 48 1 Garden Road, Central Hong KongR. Dear Sirs, Re: Chinard Bloodrporation (thempany) Registration Statementmmission Securities Act Ordinary Shares Preferred Shares Equity Securities Debt Securities Rights]

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CO [Chinard Bloodrp] F-3/A: EXPLANATORY NOTE PART II INFORMATION NOT REQUIRED IN

[EXPLANATORY NOTE PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 8. Indemnification of Directors and Officers.yman Islands law does not limit the extent to which ampanys articles ofsociation may provide for indemnification of officers and directors, except to the extent any such provision may be held by theyman Islandsurts to bentrary to public policy, such] [21 October 010 Matter No.:874583 Doc Ref: 342924 Tel No.: 852 2842 9530 E-mail: Richard.Hall@conyersdill.com Chinard Bloodrporation th 48 1 Garden Road, Central Hong KongR. Dear Sirs, Re: Chinard Bloodrporation (thempany) Registration Statementmmission Securities Act Ordinary Shares Preferred Shares Equity Securities Debt Securities Rights]

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CO [China Cord Blood] F-3/A: (Original Filing)

[EXPLANATORY NOTE • • • they contain different outside and inside front covers and back covers; • 1 • 5 they contain different “Use of Proceeds” sections on page •] [Consent of Independent Registered Public Accounting Firm The Board of Directors China Cord Blood Corporation: We consent to the use of our reports dated July 15, 2010 with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein and in the registration statement on Form S-4 (File No. 333-155579) and to] [John Reynolds October 20, 2010 Page 2 General 1. Please comply with the comments that were issued on the company’s Form 20-F for the year ended December 31, 2009, in the staff’s letter dated August 19, 2010. Please amend the registration statement in response to these comments, if appropriate. COMPANY RESPONSE: The Company has filed an amended Form 20-F for]

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CO [China Cord Blood] F-3/A: EXPLANATORY NOTE • • • they contain different

[EXPLANATORY NOTE • • • they contain different outside and inside front covers and back covers; • 1 • 5 they contain different “Use of Proceeds” sections on page •] [Consent of Independent Registered Public Accounting Firm The Board of Directors China Cord Blood Corporation: We consent to the use of our reports dated July 15, 2010 with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein and in the registration statement on Form S-4 (File No. 333-155579) and to] [John Reynolds October 20, 2010 Page 2 General 1. Please comply with the comments that were issued on the company’s Form 20-F for the year ended December 31, 2009, in the staff’s letter dated August 19, 2010. Please amend the registration statement in response to these comments, if appropriate. COMPANY RESPONSE: The Company has filed an amended Form 20-F for]

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CO [Chinard Bloodrp] F-3/A: (Original Filing)

[EXPLANATORY NOTE theyntain different outside and inside frontvers and backvers; 1 5 theyntain different Use of Proceeds sections on page Subject tompletion,ted October 20, 2010 PROSPECTUS $100,000,000 CHINARD BLOODRPORATION Ordinary Shares 14,070,055 Ordinary Shares Offered by the Selling Shareholders Named Herein The securitiesvered by this prospectus may be offered and sold from time to time] [Consent of Independent Registered Public Accounting Firm The Board of Directors Chinard Bloodrporation: Wensent to the use of our reportsted July 15, 2010 with respect to thensolidated financial statements and the effectiveness of internalntrol over financial reportingorporated by reference herein and in the registration statement on Form S-4 (File No. 333-155579) and to the reference] [Mitchell S. Nussbaum New York, NY 10154-1895 Direct Main Fax VIA EDGAR October 20, 2010sistant Director 100 F. Street, N.E. Re: Chinard Bloodrporation Registration Statement on Form F-3 Filed August 16, 2010 File No. 333-168873 On behalf of our client, Chinard Bloodrporation, ayman Islandsrporation (thempany), we hereby provide responses tomments issued on August 24, 2010]

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CO [Chinard Bloodrp] F-3/A: EXPLANATORY NOTE theyntain different outside and inside frontvers

[EXPLANATORY NOTE theyntain different outside and inside frontvers and backvers; 1 5 theyntain different Use of Proceeds sections on page Subject tompletion,ted October 20, 2010 PROSPECTUS $100,000,000 CHINARD BLOODRPORATION Ordinary Shares 14,070,055 Ordinary Shares Offered by the Selling Shareholders Named Herein The securitiesvered by this prospectus may be offered and sold from time to time] [Consent of Independent Registered Public Accounting Firm The Board of Directors Chinard Bloodrporation: Wensent to the use of our reportsted July 15, 2010 with respect to thensolidated financial statements and the effectiveness of internalntrol over financial reportingorporated by reference herein and in the registration statement on Form S-4 (File No. 333-155579) and to the reference] [Mitchell S. Nussbaum New York, NY 10154-1895 Direct Main Fax VIA EDGAR October 20, 2010sistant Director 100 F. Street, N.E. Re: Chinard Bloodrporation Registration Statement on Form F-3 Filed August 16, 2010 File No. 333-168873 On behalf of our client, Chinard Bloodrporation, ayman Islandsrporation (thempany), we hereby provide responses tomments issued on August 24, 2010]

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CHOP [China Gerui Advanced Materials] F-3/A: Amendment No. 1 to FORM F-3 REGISTRATION STATEMENT

[Amendment No. 1 to FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHINA GERUI ADVANCED MATERIALS GROUP LIMITED BRITISH VIRGIN ISLANDS (State or other jurisdiction of incorporation or organization) Not Applicable (I.R.S. Employer Identification No.) No. 69 Huaibei Street Longhai Middle Road Zhengzhou, China, 451191 (86) 371-6897-0951 Mingwang Lu Chief Executive Officer No. 69 Huaibei Street Longhai Middle] [[Letterhead of Conyers Dill & Pearman] 29 Matter No.:893176 334774 Doc Ref: Tel: 852 2842 9530 E-mail: Richard.Hall@conyersdill.com China Gerui Advanced Materials Group Limited Palm Gove House, PO Box 438 Road Town, Tortola, British Virgin Islands Attention : the directors Dear Sirs, Re: China Gerui Advanced Materials Group Limited (the “Company”) 2010, a director ’ s certificate dated 28 July] [EX-23.1 4 v191835_ex23-1.htm] [July 29, 2010 Page 2 Part II 3. Company Response :]

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