S-8 – Page 55 – China Stock Advice

WH [WSP] S-8: (Original Filing)

[] [CONYERS DILL & PEARMAN LETTERHEAD 18 September 2008 WSP Holdings Limited No.38 Zhujiang Road Xinqu, Wuxi Jiangsu Province People's Republic of China Dear Sirs, WSP HOLDINGS LIMITED (the Company) For the purposes of giving this opinion, we have examined copies of the Registration Statement and the] [WSP HOLDINGS LIMITED 2007 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of this 2007 Share Incentive Plan (the ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 12, 2008 (which expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of the recognition and measurement methods under Financial Accounting Standards Board Interpretation No. 48, Deloitte Touche]

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WH [WSP] S-8:

[] [CONYERS DILL & PEARMAN LETTERHEAD 18 September 2008 WSP Holdings Limited No.38 Zhujiang Road Xinqu, Wuxi Jiangsu Province People's Republic of China Dear Sirs, WSP HOLDINGS LIMITED (the Company) For the purposes of giving this opinion, we have examined copies of the Registration Statement and the] [WSP HOLDINGS LIMITED 2007 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of this 2007 Share Incentive Plan (the ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 12, 2008 (which expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of the recognition and measurement methods under Financial Accounting Standards Board Interpretation No. 48, Deloitte Touche]

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OIIM [O2MICRO INTERNATIONAL] S-8:

[] [[LETTERHEAD OF MAPLES AND CALDER] O 2 Micro International Limited Grand Pavilion Commercial Centre West Bay Road P.O. Box 32331 Grand Cayman KY1-1209 Cayman Islands 11 September 2008 Dear Sirs, Company Registration Statement Shares We have examined the Registration Statement on Form S-8 to be filed by O2 Micro International Limited, a Cayman Islands company (the It is our] [[LETTERHEAD OF DELOITTE & TOUCHE] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the financial statements of O 2 Micro International Limited and the effectiveness of O 2 Micro International Limiteds internal control over financial reporting dated April 14, 2008, appearing in]

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OIIM [O2MICRO INTERNATIONAL] S-8: EXPLANATORY NOTE The 20,000,000 Ordinary Shares of O

[EXPLANATORY NOTE The 20,000,000 Ordinary Shares of O 2 Registration Statementmmission Prior Registration Statement Micro International Limited, ayman Islandsrporation (the PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item3.orporation of Documents by Reference. Exchange Act 2 Any statementntained in a documentorporated by reference herein shall be deemed to be modified or superseded for purposes of] [FACE="Times New Roman" SIZE="2">[LETTERHEAD OF MAPLES ANDLDER] O 2 Micro International Limited Grand Pavilionmmercial Centre West Bay Road P.O. Box 32331 Grandyman1-1209yman Islands 11September 2008 Dear Sirs,mpany Registration Statement Shares We have examined the Registration Statement on Form S-8 to be filed by O2 Micro International Limited, ayman Islandsmpany (the] [[LETTERHEAD OF DELOITTE& TOUCHE] FACE="Times New Roman" SIZE="2">NSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to theorporation by reference in this Registration Statement on Form S-8 of our reports relating to the financial statements of O 2 Micro International Limited and the effectiveness of O 2 Micro International Limiteds internalntrol over financial reportingted April14, 2008,]

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GRO [AGRIA] S-8: (Original Filing)

[] [Direct tel +852 2971 3008 Email greg.knowles@maplesandcalder.com Agria Corporation 18 August 2008 Dear Sirs Agria Corporation Company Registration Statement Shares Plan We have examined the Registration Statement on Form S-8 to be filed by Agria Corporation, a company incorporated under the laws of the Cayman Islands (the Agria Corporation 2007 Share Incentive Plan As Cayman Islands counsel to the] [Consent of Independent Registered Public Accounting Firm EX-23.1 3 h02359exv23w1.htm EX-23.1 CONSENT OF ERNST & YOUNG HUA MING]

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GRO [AGRIA] S-8:

[] [Direct tel +852 2971 3008 Email greg.knowles@maplesandcalder.com Agria Corporation 18 August 2008 Dear Sirs Agria Corporation Company Registration Statement Shares Plan We have examined the Registration Statement on Form S-8 to be filed by Agria Corporation, a company incorporated under the laws of the Cayman Islands (the Agria Corporation 2007 Share Incentive Plan As Cayman Islands counsel to the] [Consent of Independent Registered Public Accounting Firm EX-23.1 3 h02359exv23w1.htm EX-23.1 CONSENT OF ERNST & YOUNG HUA MING]

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ACTS [Actions Semiconductor] S-8: (Original Filing)

[FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Actions Semiconductor Co., Ltd. Cayman Islands (State or Other Jurisdiction of Incorporation or Organization) Not Applicable (I.R.S. Employer Identification No.) 15-1, No. 1, HIT Road, Tangjia, Zhuhai, Guangdong, 519085 The People’s Republic of China Actions Semiconductor Co., Ltd. 2007 Equity Performance and Incentive Plan (Full Title of the Plan) Corporation] [THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ACTIONS SEMICONDUCTOR CO., LTD 炬力集成電路有限公司 (Adopted by Special Resolution passed on 27 September 2005) 1 The name of the Company is . 2 The registered office of the Company shall be at the offices of M&C Corporate Services Limited, PO] [THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF ACTIONS SEMICONDUCTOR CO., LTD 炬力集成電路有限公司 ADOPTED BY SPECIAL RESOLUTION PASSED ON (Adopted by Special Resolution passed on 27 September 2005) INTERPRETATION 1 In these Articles, Table A in the Schedule to the Companies Law (2004 Revision) does not apply and,] [2007 Equity Performance and Incentive Plan 1 Purpose. The purpose of the 2007 Equity Performance and Incentive Plan (the “Plan”) is to attract and retain officers, employees, non-employee directors and consultants for Actions Semiconductor Co., Ltd., a Cayman Islands exempted company, and its Subsidiaries and to provide to such persons incentives to stay with the Company and make superior contributions] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the financial statements and financial statement schedule of Actions Semiconductor Co., Ltd. and the effectiveness of Actions Semiconductor Co., Ltd.’s internal control over financial reporting dated April 21, 2008, appearing in the Annual Report] [POWER OF ATTORNEY IN WITNESS WHEREOF Title Chief Executive Officer and Director Nan-Horng Yeh* Director, Chairman Hsiang-Wei (David) Lee* Chief Financial Officer Pei-Fen (Patricia) Chou* Director Tzu-Yin Chiu* Director Chin Hsin (Fred) Chen*]

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DSWL [DESWELL INDUSTRIES] S-8: TABLE OF CONTENTS

[TABLE OF CONTENTS] [HARNEYS British Virgin Islands lawyers Harney Westwood & Riegels Your Ref Our Ref 037708.0002/JAD December 3, 2007 Doc ID BY AIRMAIL Deswell Industries, Inc. Dear Sirs Deswell Industries Inc. (the Company) 1. Registration Statement Securities Act Shares Plan We are lawyers qualified to practise in the British Virgin Islands and have been asked to advise in connection with the Companys] [[Letterhead of BDO McCabe Lo Limited] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deswell Industries, Inc. We hereby consent to the incorporation by reference in the Registration Statement of our report dated June 28, 2007, relating to the consolidated financial statements of Deswell Industries, Inc. (the Company), appearing in the Companys Annual Report on Form 20-F for the year ended]

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NPD [China Nepstar Chain Drugstore] S-8: (Original Filing)

[] [29 November 2007 China Nepstar Chain Drugstore Ltd. DIRECT LINE: (852) 28429531 th 6 E-MAIL: anna.chong@conyersdillandpearman.com Nanyou Road, Nanshan District, Shenzhen OUR REF: AC#871598 / 253203 Guangdong Province 518054 YOUR REF: Peoples Republic of China Dear Sirs, China Nepstar Chain Drugstore Ltd. (the Company) We have acted as special Cayman legal counsel to the Company in connection with: (i) (ii)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of China Nepstar Chain Drugstore Ltd. of our report dated July 19, 2007 with respect to the consolidated balance sheets of China Nepstar Chain Drugstore Ltd. and its subsidiaries as of December 31, 2005]

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NPD [China Nepstar Chain Drugstore] S-8:

[] [29 November 2007 China Nepstar Chain Drugstore Ltd. DIRECT LINE: (852) 28429531 th 6 E-MAIL: anna.chong@conyersdillandpearman.com Nanyou Road, Nanshan District, Shenzhen OUR REF: AC#871598 / 253203 Guangdong Province 518054 YOUR REF: Peoples Republic of China Dear Sirs, China Nepstar Chain Drugstore Ltd. (the Company) We have acted as special Cayman legal counsel to the Company in connection with: (i) (ii)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of China Nepstar Chain Drugstore Ltd. of our report dated July 19, 2007 with respect to the consolidated balance sheets of China Nepstar Chain Drugstore Ltd. and its subsidiaries as of December 31, 2005]

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