LEDS [SemiLEDs] S-1/A: AMENDMENT NO. 7 FORM S-1 REGISTRATION STATEMENT UNDER

[AMENDMENT NO. 7 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEMILEDS CORPORATION Delaware 3674 20-2735523 3F, No.11 Ke Jung Rd., Chu-Nan Site, National Corporate Research Ltd. COPIES TO: Mark J. Lee Jeffrey D. Saper ORRICK, HERRINGTON & SUTCLIFFE LLP WILSON SONSINI GOODRICH & ROSATI Approximate date of commencement of proposed sale to the public: o o o] [SEMILEDS CORPORATION (a Delaware corporation) · Shares of Common Stock UNDERWRITING AGREEMENT Dated: · , 2010 SEMILEDS CORPORATION (a Delaware corporation) [ · ] Shares of Common Stock UNDERWRITING AGREEMENT · , 2010 Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. as Representatives of the several Underwriters c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park] [ORRICK, HERRINGTON & SUTCLIFFE LLP 1000 MARSH ROAD tel +1-650-614-7400 fax +1-650-614-7401 WWW.ORRICK.COM November , 2010 SemiLEDs Corporation 3F, No. 11 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Miao-Li County, Taiwan, R.O.C. Re: Registration Statement on Form S-1 Ladies and Gentlemen: We are acting as counsel for SemiLEDs Corporation Company Commission , a Delaware corporation (the “] [SEMILEDS CORPORATION 2010 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT You have been granted the following option to purchase shares of the Common Stock of SemiLEDs Corporation (the “Company”): Name of Optionee: «Name» Total Number of Shares: «TotalShares» [Type of Option]: [«ISO» Incentive Stock Option «NSO» Nonstatutory Stock Option] Exercise Price per Share: $«PricePerShare» Date of Grant: «DateGrant» «VestDay»]

By | 2016-04-03T07:46:32+00:00 November 16th, 2010|Categories: Chinese Stocks, LEDS, Webplus ver|Tags: , , , , , |0 Comments

LEDS [SemiLEDs] S-1/A: (Original Filing)

[AMENDMENT NO. 6 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEMILEDS CORPORATION Delaware 3674 20-2735523 3F, No.11 Ke Jung Rd., Chu-Nan Site, National Corporate Research Ltd. COPIES TO: Mark J. Lee Jeffrey D. Saper ORRICK, HERRINGTON & SUTCLIFFE LLP WILSON SONSINI GOODRICH & ROSATI Approximate date of commencement of proposed sale to the public: o o o] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders We consent to the use of our report, dated October 26, 2010, included herein and to the reference to our firm under the heading “Experts” in the prospectus. (signed) KPMG LLP Boise, Idaho EX-23.1 2 a2201059zex-23_1.htm EX-23.1]

By | 2016-04-03T07:48:04+00:00 November 15th, 2010|Categories: Chinese Stocks, LEDS, SEC Original|Tags: , , , , , |0 Comments

LEDS [SemiLEDs] S-1/A: AMENDMENT NO. 6 FORM S-1 REGISTRATION STATEMENT UNDER

[AMENDMENT NO. 6 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEMILEDS CORPORATION Delaware 3674 20-2735523 3F, No.11 Ke Jung Rd., Chu-Nan Site, National Corporate Research Ltd. COPIES TO: Mark J. Lee Jeffrey D. Saper ORRICK, HERRINGTON & SUTCLIFFE LLP WILSON SONSINI GOODRICH & ROSATI Approximate date of commencement of proposed sale to the public: o o o] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders We consent to the use of our report, dated October 26, 2010, included herein and to the reference to our firm under the heading “Experts” in the prospectus. (signed) KPMG LLP Boise, Idaho EX-23.1 2 a2201059zex-23_1.htm EX-23.1]

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LEDS [SemiLEDs] S-1/A: (Original Filing)

[AMENDMENT NO. 5 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEMILEDS CORPORATION Delaware 3674 20-2735523 3F, No.11 Ke Jung Rd., Chu-Nan Site, National Corporate Research Ltd. COPIES TO: Mark J. Lee Jeffrey D. Saper ORRICK, HERRINGTON & SUTCLIFFE LLP WILSON SONSINI GOODRICH & ROSATI Approximate date of commencement of proposed sale to the public: o o o] [SEMILEDS CORPORATION 2010 EQUITY INCENTIVE PLAN (AS ADOPTED NOVEMBER 2, 2010) TABLE OF CONTENTS Page ARTICLE 1. INTRODUCTION 1 ARTICLE 2. ADMINISTRATION 1 2.1 Committee Composition 1 2.2 Committee Responsibilities] [PURCHASE AND SALE AGREEMENT Agreement This Purchase and Sale Agreement (“ September 17, 20 10 Execution Date SEMILEDS OPTOELECTRONICS CO., LTD. Buyer PRIME OPTICAL FIBER CORPORATION Seller (“ RECITALS WHEREAS , Seller owns the first and second floors of the building located at No. 11 Ke Jung Rd. , Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Taiwan ( ( 00006-000] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders We consent to the use of our report, dated October 26, 2010, included herein and to the reference to our firm under the heading “Experts” in the prospectus. (signed) KPMG LLP Boise, Idaho]

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LEDS [SemiLEDs] S-1/A: AMENDMENT NO. 5 FORM S-1 REGISTRATION STATEMENT UNDER

[AMENDMENT NO. 5 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEMILEDS CORPORATION Delaware 3674 20-2735523 3F, No.11 Ke Jung Rd., Chu-Nan Site, National Corporate Research Ltd. COPIES TO: Mark J. Lee Jeffrey D. Saper ORRICK, HERRINGTON & SUTCLIFFE LLP WILSON SONSINI GOODRICH & ROSATI Approximate date of commencement of proposed sale to the public: o o o] [SEMILEDS CORPORATION 2010 EQUITY INCENTIVE PLAN (AS ADOPTED NOVEMBER 2, 2010) TABLE OF CONTENTS Page ARTICLE 1. INTRODUCTION 1 ARTICLE 2. ADMINISTRATION 1 2.1 Committee Composition 1 2.2 Committee Responsibilities] [PURCHASE AND SALE AGREEMENT Agreement This Purchase and Sale Agreement (“ September 17, 20 10 Execution Date SEMILEDS OPTOELECTRONICS CO., LTD. Buyer PRIME OPTICAL FIBER CORPORATION Seller (“ RECITALS WHEREAS , Seller owns the first and second floors of the building located at No. 11 Ke Jung Rd. , Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Taiwan ( ( 00006-000] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders We consent to the use of our report, dated October 26, 2010, included herein and to the reference to our firm under the heading “Experts” in the prospectus. (signed) KPMG LLP Boise, Idaho]

By | 2016-04-03T07:55:18+00:00 November 12th, 2010|Categories: Chinese Stocks, LEDS, Webplus ver|Tags: , , , , , |0 Comments

CPGI [China Shengda Packaging] S-1/A: (Original Filing)

[AMENDMENT NO. 4 REGISTRATION STATEMENT UNDER THE CHINA SHENGDA PACKAGING GROUP INC. Nevada (State or other jurisdiction of 2650 (Primary Standard Industrial 26-1559574 (I.R.S. Employer No. 2 Beitang Road CT Corporation System (Names, addresses and telephone numbers of agents for service) Copies to: Louis A. Bevilacqua, Esq. Pillsbury Winthrop Shaw Pittman LLP Woon-Wah Siu, Esq. Pillsbury Winthrop Shaw Pittman LLP] [, 2010 China Shengda Packaging Group Inc. No. 2 Beitang Road Xiaoshan Economic and Technological Development Zone Hangzhou, Zhejiang Province 311215 People’s Republic of China Re: Registration Statement on Form S-1 Ladies and Gentlemen: We are acting as special Nevada Company Act Shares Secondary Shares Selling Stockholders Registration Statement SEC counsel for China Shengda Packaging Group Inc., a Nevada corporation] [LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization % Owned Evercharm Holdings Limited British Virgin Islands 100 % Zhejiang Great Shengda Packaging Co., Ltd. PRC 100 % Zhejiang Shengda Color Pre-printing CO., Ltd. PRC 100 % Hangzhou Shengming Paper Co., Ltd. PRC 100 % Suzhou Asian & American Paper Products Co., Ltd. PRC 100 % EX-21.1 3 a2200782zex-21_1.htm EX-21.1] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the foregoing Registration Statement on Form S-1 of our report dated September 30, 2010, relating to the consolidated balance sheets of China Packaging Group Inc. and Subsidiaries as of December 31, 2008 and 2009 and the related consolidated statements of income and comprehensive income, changes]

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CPGI [China Shengda Packaging] S-1/A: AMENDMENT NO. 4 REGISTRATION STATEMENT UNDER THE CHINA

[AMENDMENT NO. 4 REGISTRATION STATEMENT UNDER THE CHINA SHENGDA PACKAGING GROUP INC. Nevada (State or other jurisdiction of 2650 (Primary Standard Industrial 26-1559574 (I.R.S. Employer No. 2 Beitang Road CT Corporation System (Names, addresses and telephone numbers of agents for service) Copies to: Louis A. Bevilacqua, Esq. Pillsbury Winthrop Shaw Pittman LLP Woon-Wah Siu, Esq. Pillsbury Winthrop Shaw Pittman LLP] [, 2010 China Shengda Packaging Group Inc. No. 2 Beitang Road Xiaoshan Economic and Technological Development Zone Hangzhou, Zhejiang Province 311215 People’s Republic of China Re: Registration Statement on Form S-1 Ladies and Gentlemen: We are acting as special Nevada Company Act Shares Secondary Shares Selling Stockholders Registration Statement SEC counsel for China Shengda Packaging Group Inc., a Nevada corporation] [LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization % Owned Evercharm Holdings Limited British Virgin Islands 100 % Zhejiang Great Shengda Packaging Co., Ltd. PRC 100 % Zhejiang Shengda Color Pre-printing CO., Ltd. PRC 100 % Hangzhou Shengming Paper Co., Ltd. PRC 100 % Suzhou Asian & American Paper Products Co., Ltd. PRC 100 % EX-21.1 3 a2200782zex-21_1.htm EX-21.1] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the foregoing Registration Statement on Form S-1 of our report dated September 30, 2010, relating to the consolidated balance sheets of China Packaging Group Inc. and Subsidiaries as of December 31, 2008 and 2009 and the related consolidated statements of income and comprehensive income, changes]

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CPGI [China Shengda Packaging] S-1/A: (Original Filing)

[AMENDMENT NO. 3 REGISTRATION STATEMENT UNDER THE CHINA PACKAGING GROUP INC. Nevada (State or other jurisdiction of 2650 (Primary Standard Industrial 26-1559574 (I.R.S. Employer No. 2 Beitang Road CT Corporation System (Names, addresses and telephone numbers of agents for service) Copies to: Louis A. Bevilacqua, Esq. Pillsbury Winthrop Shaw Pittman LLP Woon-Wah Siu, Esq. Pillsbury Winthrop Shaw Pittman LLP S.] [· EX-4.2 2 a2200368zex-4_2.htm EX-4.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the foregoing Registration Statement on Form S-1 of our report dated September 30, 2010, relating to the consolidated balance sheets of China Packaging Group Inc. and Subsidiaries as of December 31, 2008 and 2009 and the related consolidated statements of income and comprehensive income, changes]

By | 2016-03-09T00:20:26+00:00 October 29th, 2010|Categories: Chinese Stocks, CPGI, SEC Original|Tags: , , , , , |0 Comments

CPGI [China Shengda Packaging] S-1/A: AMENDMENT NO. 3 REGISTRATION STATEMENT UNDER THE CHINA

[AMENDMENT NO. 3 REGISTRATION STATEMENT UNDER THE CHINA PACKAGING GROUP INC. Nevada (State or other jurisdiction of 2650 (Primary Standard Industrial 26-1559574 (I.R.S. Employer No. 2 Beitang Road CT Corporation System (Names, addresses and telephone numbers of agents for service) Copies to: Louis A. Bevilacqua, Esq. Pillsbury Winthrop Shaw Pittman LLP Woon-Wah Siu, Esq. Pillsbury Winthrop Shaw Pittman LLP S.] [· EX-4.2 2 a2200368zex-4_2.htm EX-4.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the foregoing Registration Statement on Form S-1 of our report dated September 30, 2010, relating to the consolidated balance sheets of China Packaging Group Inc. and Subsidiaries as of December 31, 2008 and 2009 and the related consolidated statements of income and comprehensive income, changes]

By | 2016-03-09T00:22:09+00:00 October 29th, 2010|Categories: Chinese Stocks, CPGI, Webplus ver|Tags: , , , , , |0 Comments

KGJI [KINGOLD JEWELRY] S-1/A: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (2) Amount to (1) Proposed Maximum (1) (2) Proposed Maximum (3) Amount of Common stock, par value $0.001 per share] [DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 www.dlapiper.com T F October 29, 2010 Kingold Jewelry, Inc. 15 Huangpu Science and Technology Park Jiang’an District Wuhan, Hubei Province, PRC 430023 Re: ― Kingold Jewelry, Inc. Ladies and Gentlemen: Company Registration Statement Commission Shares Common Stock We have acted as counsel for Kingold Jewelry, Inc.,] [BEIJING │ SHANGHAI │ SHENZHEN │ HANGZHOU │ GUANGZHOU KUNMING │ TIANJIN │ CHENGDU │ NINGBO │ HONGKONG │ FUZHOU │ th 9 Tel: (+86)(10) 6589 0699 Fax: (+86)(10) 6517 6800 / 6801 October 29, 2010 To: Kingold Jewelry, Inc. No.15 Huangpu Science and Technology Park, Jiang'an District, Wuhan, Hubei Province, PRC 430023 Tel: 86 27 65660703 Rodman & Renshaw,] [SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ” ), dated as of December 22, 2009 by and among Active W orlds Corp , a U.S. public reporting company, (collectively with its predecessors, the “ Company ") Schedule I “Investor” “Investors” . BACKGROUND OTC Bulletin Board WHEREAS, ActiveWorlds Corp., is a U.S. public reporting company incorporated in Delaware] [AMENDMENT TO REGISTRATION RIGHTS AGREEMENT WHEREAS, the Registration Rights Agreement provides that it can be amended, modified or supplemented, and waivers or consents to departures from the provisions of the Registration Rights Agreement can be given by the Holders of no less than a majority in interest of the then outstanding Registrable Securities; WHEREAS, the Company has executed a non-binding] [MAKE GOOD ESCROW AGREEMENT “Company” Make Good Pledgor Schedule I “Investor” “Investors” Investor Agent “Escrow Agent” This Make Good Escrow Agreement, dated as of December 23, 2009 (the “Agreement”), is entered into by and among ActiveWorlds Corp., a U.S. public reporting company (the “ Securities Purchase Agreement” “ Offering” Escrow Shares WHEREAS, each of the Investors has entered into a] [Exclusive Management Consulting and Technical Support Agreement Agreement th This Exclusive Management Consulting and Technical Support Agreement (this Party A Party B WOFE In this Agreement, Party A and Party B collectively are referred to as “both parties” and each of them is referred to as “a party”. Whereas: Party A Kingold Jewelry 1. Wuhan Kingold Jewelry Co., Ltd (hereinafter] [Shareholders’ Voting Proxy Agreement Agreement th This Shareholders’ Voting Proxy Agreement (this “ WOFE Party A: Wuhan Vogue-Show Jewelry Co., Ltd., a Wholly-Owned Foreign Enterprise (“ Party B Party B: Wuhan Kingold Jewelry Co., Ltd (“ Kingold Shareholders Shareholder Party C: Each of the shareholders of Wuhan Kingold Jewelry Co., Ltd listed on Table 1 (collectively, the “ In this] [PURCHASE OPTION AGREEMENT Agreement This Purchase Option Agreement (this " WOFE Party A: Wuhan Vogue-Show Jewelry Co., Ltd, a Wholly-Owned Foreign Enterprise (" Kingold Shareholders Shareholder Party B: Each of the shareholders of Wuhan Kingold Jewelry Co., Ltd set forth on Table 1 (collectively, the " all parties a party In this Agreement, Party A, the Kingold Shareholders and Party] [Pledge of Equity Agreement Agreement th This Pledge of Equity Agreement (this “ Party A: Kingold Jewelry Kingold Shareholders Party B: WOFE Whereas: 1. Each shareholder set forth on Table 1 is the shareholder of Wuhan Kingold Jewelry Co., Ltd and duly and legally holds shares of Kingold Jewelry. The percentage of shares held is as indicated in Table 1] [EXECUTIVE EMPLOYMENT AGREEMENT Agreement Effective Date Company Executive Duties and Position . Term Salary, Benefits and Options. Base Salary Benefits 1 Options Relocation Allowance (d) Bonus Termination Termination During Probation Period 4.1 Voluntary Termination 4.2 Termination For Cause 4.3 2 5. Non-Disclosure. Non-Disclosure Inventions, Designs and Product Developments Corporate Opportunities 5.3 Survival. 3] [RMB SHORT-TERM LOAN AGREEMENT NUMBER0912 1002 Article 1. DEFINITIONS In this Agreement, the following expressions except where the context otherwise requires, shall have the following meanings, namely: 1)“Obligatory right” or principal claim, means Borrower (loanee) applies to Lender(loaner), after having approvals of the Lender, the financing which the Lender provide becomes RMB obligatory right( including principals, interests, default interests, compound] [SPD BANK Working Capital Loan Contract No. 70062010280025 Working capital loan contract : Wuhan Kingold Jewelry Co., Ltd. Borrower : SPD BANK WUHAN BRANCH Lender View: Colleagues recognized the borrower with the lender following the primary terms This contract between the borrower and the loan of the loan documents signed by the independent PART I: Commercial terms : Types of] [SPD BANK Working Capital Loan Contract No. 70062010280026 Working capital loan contract : Wuhan Kingold Jewelry Co., Ltd. Borrower : SPD BANK WUHAN BRANCH Lender View: Colleagues recognized the borrower with the lender following the primary terms This contract between the borrower and the loan of the loan documents signed by the independent PART I: Commercial terms Types of loans] [SPD BANK Working Capital Loan Contract No. 70062010280028 Working capital loan contract : Wuhan Kingold Jewelry Co., Ltd. Borrower : SPD BANK WUHAN BRANCH Lender View: Colleagues recognized the borrower with the lender following the primary terms This contract between the borrower and the loan of the loan documents signed by the independent PART I: Commercial terms Types of loans] [Leasing Agreement Lessor:(hereinafter referred to as Party A) Lessee:(hereinafter referred to as Party B) the Real Estate Management of PRC Administration of the Leasing of Urban Premises Procedures of Wuhan In accordance with 1, Party A will lease to Party B the premises and attached facilities all owned by Party A itself, which is located at #15 Huangpu Science and] [EXECUTIVE EMPLOYMENT AGREEMENT 执行官聘用协议 THIS EMPLOYMENT AGREEMENT Agreement Company Wuhan Kin gold Executive Parties Party “ ” “ ” “ ” “ ” “ ” “ ” 2010 10 2 8 本聘用协议( WHEREAS 鉴于,公司拟聘请执行官,且执行官愿意受聘作为公司的首席执行官; WHEREAS 鉴于,执行官具有对公司业务的丰富知识和独到理解以及对公司颇有价值的众多客户和合作伙伴拥有长期合作伙伴关系;且 WHEREAS 41.51% 鉴于,执行官被公司聘用后,随即拥有公司约 NOW, THEREFORE 因此,基于双方在本协议的约定和其他良好和有价值的考虑,双方达成以下共识并同意如下: Term of Employment Term 1. 1 . 聘用期限 2010 10 2 8 “ ” Position and Duties Board] [KINGOLD JEWELRY, INC. CODE OF CONDUCT I. Conflicts of Interest II. Use of Company Resources were the employee's own. III. Fraud, Dishonesty or Criminal Conduct IV. Safeguarding Non-Public Information V. Securities Transactions 2 VI. Trade Practices VII. Employment Practices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Amendment No. 2 to Registration Statement No. 333-167626 of our report dated March 23, 2010, except for Note 15, as to which the date is September 16, 2010 relating to the consolidated financial statements of Kingold Jewelry, Inc. (formerly Activeworlds Corp.), which appears in such]

By | 2016-03-16T20:25:01+00:00 October 29th, 2010|Categories: Chinese Stocks, KGJI, SEC Original|Tags: , , , , , |0 Comments
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