F-1/A

As filed with the Securities and Exchange Commission on September 20, 2010

Registration No. 333-169248

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2
TO

Form F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Country Style Cooking Restaurant Chain Co., Ltd.

(Exact name of registrant as specified in its charter)

Cayman Islands	5812	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

18-1 Guojishangwu Center, 178 Zhonghua Road
Yuzhong District, Chongqing
People’s Republic of China
(86-23) 8671-2610
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
(852) 3740-4700 Leiming Chen, Esq.
Simpson Thacher & Bartlett LLP
35th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
(852) 2514-7600

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

CALCULATION OF REGISTRATION FEE

	Amount	Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	to be	Offering Price	Aggregate Offering	Registration
Securities to be Registered	Registered (1)(2)	Per Share (1)	Price (1)(2)	Fee
Ordinary Shares, par value $0.001 per share (3)	23,000,000	$3.50	$80,500,000	$5,740(4)

(1)

Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933.

(2)

Includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public, and also includes ordinary shares that may be purchased by the underwriters pursuant to an over-allotment option. These ordinary shares are not being registered for the purpose of sales outside the United States.

(3)  American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-169364). Each American depositary share represents four ordinary shares.

(4)  Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

Explanatory Note

     The sole purpose of this amendment is to amend the exhibit index and to file the revised Exhibit 5.1 and the revised Exhibit 8.3 to the registration statement. No other changes have been made to the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note and Part II of the registration statement.

TABLE OF CONTENTS

PART II
	Item 6.  Indemnification of Directors and Officers
	Item 7.  Recent Sales of Unregistered Securities
	Item 8.  Exhibits and Financial Statement Schedules.
	Item 9.  Undertakings.
SIGNATURES
Signature of authorized representative in the United States
EXHIBIT INDEX
EX-5.1
EX-8.3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.  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, expect to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. Our articles of association provide for indemnification of officers and directors from and against all actions, proceedings, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own dishonesty, willful default or fraud, respectively.

Pursuant to the form of indemnification agreements filed as Exhibit 10.2 to this Registration Statement, we will agree to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

The form of underwriting agreement to be filed as Exhibit 1.1 to this Registration Statement will also provide for indemnification of us and our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.  Recent Sales of Unregistered Securities

The information below sets forth the date of issuance, title, amount, and purchasers of, and consideration paid for, our securities sold during the past three years that were not registered under the Securities Act. All such securities were issued outside the United States pursuant to Regulation S of the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering.

Purchaser	Date of Sale or Issuance	Number of Securities	Consideration paid
Xingqiang Zhang	October 1, 2007	26,600,000 ordinary shares		$26,600
Hong Li	October 1, 2007	26,600,000 ordinary shares		$26,600
Sequoia Capital China II, L.P.	October 1, 2007	12,000,000 Series A preferred shares		$6,500,000
SIG China Investments One, Ltd.	September 27, 2007	12,000,000 Series A preferred shares		$6,500,000
Dehong Chen	October 17, 2007	2,000,000 ordinary shares		$2,000
Wenge Li	October 17, 2007	400,000 ordinary shares		$400
Qiurong Du	October 17, 2007	200,000 ordinary shares		$200
Jing Du	October 17, 2007	200,000 ordinary shares		$200

Item 8.  Exhibits and Financial Statement Schedules.

(a)	See the Exhibit Index for a complete list of all exhibits filed as part of this registration, which Exhibit Index is incorporated herein by reference.
(b)	Financial Statement Schedules.

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.

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Item 9.  Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) For the purpose of determining any liability under the Securities Act, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4) For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

a) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

d) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chongqing, People’s Republic of China, on September 20, 2010.

COUNTRY STYLE COOKING
RESTAURANT CHAIN CO., LTD.

By:  /s/  Hong Li

Name: Hong Li
Title:   Chairman and Chief Executive Officer

Pursuant to the requirements of the Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated by the following persons on behalf of the Registrant and in the capacities indicated.

Signature		Title	Date
/s/  Hong Li Name: Hong Li		Chairman and Chief Executive Officer (principal executive officer)	September 20, 2010
* Name: Xingqiang Zhang		Director	September 20, 2010
/s/  Roy Shengwen Rong Name: Roy Shengwen Rong		Chief Financial Officer (principal financial and accounting officer)	September 20, 2010
* Name: Tim T. Gong		Director	September 20, 2010
* Name: Steve Yue Ji		Director	September 20, 2010
* Name: Chao Sun		Director and Chief Operating Officer	September 20, 2010
* Name: Li-Lan Cheng		Director	September 20, 2010
* By:	/s/  Hong Li Hong Li Attorney-in-fact

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Signature of authorized representative in the United States

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of Country Style Cooking Restaurant Chain Co., Ltd., has signed this Registration Statement or amendment thereto in New York, on September 20, 2010.

Authorized U.S. Representative

By:  /s/  Kate Ledyard

Name: Kate Ledyard, on behalf of
                      Law Debenture Corporate Services Inc.
Title:   Manager

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COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD.

EXHIBIT INDEX

Exhibit
Number			Description of Document
	1	.1*	Form of Underwriting Agreement
	3	.1†	Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect
	4	.1†	Registrant’s Specimen Certificate for Ordinary Shares
	4	.2†	Second Amended and Restated Memorandum and Articles of Association of the Registrant, as effective upon the closing of this offering
	4	.3†	Form of Deposit Agreement among the Registrant, the depositary and holders of the American Depositary Receipts
	4	.4†	Registrant’s Specimen American Depositary Receipt (included in exhibit 4.3)
	4	.5†	Shareholders’ Agreement dated September 27, 2007 among the Registrant and its shareholder parties thereto
	5	.1	Opinion of Maples and Calder regarding the validity of the ordinary shares being registered
	8	.1†	Opinion of Skadden, Arps, Slate, Meagher & Flom regarding certain U.S. tax matters
	8	.2	Opinion of Maples and Calder regarding certain Cayman Islands tax matters (included in Exhibit 5.1)
	8	.3	Opinion of Jingtian & Gongcheng regarding certain PRC legal matters
	10	.1†	2009 Share Incentive Plan
	10	.2†	Form of Indemnification Agreement with the Registrant’s directors and officers
	10	.3†	Form of Employment Agreement with the Registrant’s officers
	21	.1†	Subsidiaries of the Registrant
	23	.1†	Consent of Deloitte Touche Tohmatsu CPA Ltd., an Independent Registered Public Accounting Firm
	23	.2	Consent of Maples and Calder (included in exhibit 5.1)
	23	.3†	Consent of Skadden, Arps, Slate, Meagher & Flom (included in exhibit 8.1)
	23	.4	Consent of Jingtian & Gongcheng (included in exhibit 8.3)
	23	.5†	Consent of Euromonitor International
	23	.6†	Consent of May Yu
	23	.7†	Consent of Caimin Zhong
	24	.1†	Powers of Attorney (included on signature page)
	99	.1†	Code of Business Conduct and Ethics of the Registrant

*	To be filed by amendment.
†	Previously filed.

EX-5.1

Exhibit 5.1

Our ref	RDS\634532\4039142v5
Direct tel	+852 2971 3046
Email	richard.spooner@maplesandcalder.com

Country Style Cooking Restaurant Chain Co., Ltd.
18-1 Guojishangwu Center, 178 Zhonghua Road
Yuzhong District, Chongqing
People’s Republic of China

20 September 2010

Dear Sirs

Country Style Cooking Restaurant Chain Co., Ltd.

We have acted as Cayman Islands legal advisers to Country Style Cooking Restaurant Chain Co., Ltd. (the “Company”) in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), originally filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933 filed on 7 September 2010, as amended, relating to the offering by the Company of certain American Depositary Shares (the “ADSs”) representing the Company’s shares of par value US$0.001 each (the “Shares”).

We are furnishing this opinion as Exhibit 5.1 to the Registration Statement.

1 Documents Reviewed

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

1.1	the certificate of incorporation dated 14 August 2007;
1.2	the amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 29 September 2007 and as amended by special resolutions passed on 29 June 2009 (and filed with the Registrar of Companies on 13 July 2009) (the “Pre-IPO M&A”);
1.3	the second amended and restated memorandum and articles of association of the Company as conditionally adopted by special resolution passed on 7 September 2010 and effective immediately upon the completion of the Company’s initial public offering of ADSs representing its Ordinary Shares on the New York Stock Exchange (the “IPO M&A”);
1.4	the written resolutions of the Board of Directors of the Company dated 7 September 2010 (the “Directors’ Resolutions”);
1.5	the written resolutions of the shareholders of the Company dated 7 September 2010 (the “Shareholders’ Resolutions”);

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1.6	a certificate from a Director of the Company addressed to this firm dated 7 September 2010 (the “Director’s Certificate”);
1.7	a certificate of good standing dated 6 September 2010, issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”); and
1.8	the Registration Statement.
2	Assumptions

Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion. The following opinions are given only as to and based on circumstances and matters of fact existing at the date hereof and of which we are aware consequent upon the instructions we have received in relation to the matter the subject of this opinion and as to the laws of the Cayman Islands as the same are in force at the date hereof. In giving this opinion, we have relied upon the completeness and accuracy (and assumed the continuing completeness and accuracy as at the date hereof) of the Director’s Certificate as to matters of fact and the Certificate of Good Standing without further verification and have relied upon the following assumptions, which we have not independently verified:

2.1	copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals; and
2.2	the genuineness of all signatures and seals.
3	Opinion

The following opinions are given only as to matters of Cayman Islands law and we have assumed that there is nothing under any other law that would affect or vary the following opinions.

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1	the Company has been duly incorporated as an exempted company with limited liability for an unlimited duration and is validly existing and in good standing under the laws of the Cayman Islands;
3.2	immediately upon the completion of the Company’s initial public offering of its ADSs representing its Ordinary Shares on the New York Stock Exchange, the authorised share capital of the Company will be US$2,000,000 divided into (i) 1,000,000,000 Ordinary Shares of a nominal or par value of US$0.001 each and (ii) 1,000,000,000 shares of a nominal or par value of US$0.001 each of such Class or Classes (howsoever designated) as the Board of Directors may determine in accordance with Articles 8 and 9 of the Articles of Association;
3.3	the issuance and allotment of the Shares has been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement and entered in the register of members (shareholders), the Shares will be legally issued, fully paid and non-assessable; and
3.4.	the statements under the captions “Enforceability of Civil Liabilities,” “Taxation” and “Legal Matters” and elsewhere in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and such statements constitute our opinion.

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4 Qualifications

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

Yours faithfully

/s/ Maples and Calder

Maples and Calder

Encl

EX-8.3

Exhibit 8.3

Country Style Cooking Restaurant Chain Co., Ltd.

18-1 Guojishangwu Center, 178 Zhonghua Road
Yuzhong District, Chongqing
People’s Republic of China

September 20, 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 the PRC.

We have acted as PRC counsel to Country Style Cooking Restaurant Chain Co., Ltd., a Cayman Islands company (the “Company”), in connection with the Company’s offering pursuant to a registration statement on Form F-1 including all amendments or supplements thereto (the “Registration Statement”), originally filed with the Securities and Exchange Commission(the “SEC”), under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and declared effective by the SEC relating to the initial public offering by the Company of American Depositary Shares (“ADSs”), representing ordinary shares of the Company (together with the ADSs, the “Offered Securities”) (“Offering”).

In rendering this opinion we have examined originals or copies, certified or otherwise identified to our satisfaction, of all such documents provided to us by the Company and such other documents, corporate records, certificates issued by governmental authorities in the PRC and officers of the Company and other instruments as we have deemed necessary or advisable for the purposes of rendering this opinion.

For the purpose of providing this opinion, save as expressly mentioned in this legal opinion, we have assumed:

(i) that the genuineness of all signatures, authenticity of each document submitted to us as an original, that each signature on behalf of a party thereto is that of a person duly authorized to

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execute the same, the conformity with the originals of all documents provided to us as copies thereof and of the correctness of all facts and information stated or given in such documents;

(ii) that the document as they were presented to us are up to the date of this legal opinion and that none of the documents have been revoked, amended, varied or supplemented;

(iii) that the factual information provided by the Company is true and correct;

(iv) that the execution and delivery of such documents and their terms and conditions fully reflect the genuine and complete intention of all parties thereto acting in good faith;

(v) that each party to such documents, except for those otherwise specifically confirmed by this opinion, has the capacity, necessary power, authority and legal right to enter into, and has duly authorized, executed and delivered, such documents, to which it is a party; and

(vi) that each of such documents which are governed by the laws of any jurisdiction other than PRC is legal, valid and enforceable in any aspects under the respective governing law.

The following terms as used in this opinion are defined as follows:

(1)	“CSC China” means CSC (China) Management Co., Ltd.
(2)	“Governmental Agency” means any national, provincial or local government agency, body or any other regulator in the PRC.
(3)	“Governmental Authorizations” means licenses, consents, authorizations, sanctions, permissions, declarations, approvals, orders, registrations, clearances, annual inspections, waivers, qualifications, certificates and permits from, and the reports to and filings with, PRC Government Agencies.
(4)	“M&A Rules” means the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated by six PRC regulatory agencies, including the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission and the State Administration of Foreign Exchange of the PRC which became effective on September 8, 2006.
(5)	“Material Adverse Effect” means a material adverse effect on the general affairs, management, condition (financial or otherwise), results of operations, shareholder equity or business prospects of the Company and its subsidiaries.
(6)	“PRC Entities” means CSC (China) Management Co., Ltd., Chongqing Xinghong Growing Rich Management Co., Ltd., Sichuan Country Style Cooking Restaurants Co., Ltd., Xi’an Country Style Cooking Restaurants Co., Ltd., Changsha Growing Rich Country Style Cooking Restaurants Co., Ltd., Shanghai Growing Rich Country Style Cooking Restaurants Co., Ltd. and Wuhan Growing Rich Country Style Cooking Restaurants Co., Ltd..

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(7) “PRC Laws” means all laws, statutes, regulations, orders, decrees, notices, circulars and judicial interpretations of the PRC.

Based on the foregoing, we are of the opinion that:

1.	Each of the PRC Entities has been established and is validly existing as a company with limited liability under the PRC Laws. Each of the PRC Entities has the status of an independent legal person and the liability of the Company in respect of its equity interest indirectly held in the PRC Entities is limited to its investment therein. The articles of associations and the business licenses of the PRC Entities comply with the PRC Laws in all material respects and are in full force and effect. All equity interests in the PRC Entities have been duly authorized and validly issued, are fully paid up in accordance with PRC laws and regulations and are legally owned directly or indirectly by Country Style Cooking International Restaurant Chain Group Ltd., and all such equity interests are free and clear of all pledges, charges, restrictions upon voting or transfer or any other encumbrances or claims. Each of the PRC Entities has obtained all Governmental Authorizations which are required under PRC law and regulations for the ownership interest. Except as disclosed in the Registration Statement, there are no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, nor any agreements or other obligations to issue or other rights to convert any obligation into, any equity interest in any PRC Entities.
2.	Except as disclosed in the Registration Statement and except for those Governmental Authorizations the absence of which would not materially and adversely affect the Company’s business and operating results, each of the PRC Entities has obtained all necessary Governmental Authorizations, and has full legal right, power and authority (corporate and other) to own, lease, and use its assets and properties and to conduct its business in the manner described in the Registration Statement. Such Governmental Authorizations do not contain any materially burdensome restrictions or conditions not described in the Registration Statement. In addition, (A) each PRC Entity is in compliance with the provisions of all Government Authorizations in all material respects, (B) none of the PRC Entities has received any notification of proceedings relating to the modification, suspension or revocation of any such Governmental Authorizations, and (C) to our best knowledge after due inquiry, no circumstances have arisen such that any of such Governmental Authorizations is likely to be revised, revoked, suspended, cancelled or withdrawn or (where relevant) cannot be renewed upon its expiration date.
3.	Each of the PRC Entities has legal and valid title to all of material assets related to its business, in each case, free and clear of all liens, charges, encumbrances, claims, defects, options and restrictions.
4.	All Governmental Authorizations required under applicable PRC Laws for the series of transactions or events conducted and completed to establish the current ownership structures of the Company and the PRC Entities as described under “Corporate History and Structure” in the Registration Statement have been obtained; such transactions and events and the current ownership structures of the Company and the PRC Entities are in compliance with all applicable PRC Laws, including, without limitation, the Foreign Investment Industrial

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	Guidance Catalogue promulgated by the National Development and Reform Commission and the Ministry of Commerce which became effective on December 1, 2007.
5.	The Company is not a special purpose vehicle as defined in the M&A Rules; therefore the M&A Rules are not applicable to the Company and the Company is not required to submit an application to the China Securities Regulatory Commission (“CSRC”) for the approval of the Offering and the listing and trading of the ADSs on the New York Stock Exchange. As of the date hereof, the M&A Rules and related clarifications did not and do not require the Company to obtain the approval of the Ministry of Commerce or the approval of CSRC prior to the issuance and sale of the ADSs, the listing and trading of the ADSs on the New York Stock Exchange, or the consummation of the transactions contemplated by the underwriting agreement in relation to the Offering.
6.	Except as disclosed in the Registration Statement, each of the existing shareholders or beneficial owners of the Company has filed due SAFE registrations which are required by the Notice Relating to the Foreign Exchange Administration in the Financing and Round-trip Investment Conducted by Domestic Residents via Special Purpose Vehicles issued by State Administration of Foreign Exchange on October 21, 2005.
7.	The application of the net proceeds to be received by the Company from the Offering as contemplated by the Registration Statement will not contravene any provision of applicable PRC Laws, or the articles of association or the business license of the PRC Entities or contravene the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument, or any judgment, order or decree of any Governmental Agency in the PRC binding upon each of the PRC Entities, or any Governmental Authorizations provided that the remittance of such net proceeds into the PRC complies with the procedures required under the PRC Law relating to foreign exchange and other applicable PRC Laws.
8.	None of the PRC Entities is in breach or violation of or in default, as the case may be, under (A) its articles of association or business license, (B) any material obligation, indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness governed by PRC Laws; nor has any event occurred which with notice, lapse of time, or both would result in any breach of, or constitute default under or give the holder of any indebtedness the right to require the repurchase, redemption or repayment of all or part of such indebtedness, (C) any obligation, license, lease, contract or other agreement or instrument governed by PRC Laws to which any PRC Entity is a party or by which any PRC entity may be bound or affected, except for such breach or violation or default that, as the case may be, would not reasonably be expected to have, individually or in aggregate, a Material Adverse Effect on the Company, or (D) any law, regulation or rule of the PRC, or any decree, judgment or order of any court in the PRC, applicable to any PRC Entity, except as disclosed in the Registration Statement and/or for such breach or violation that, as the case may be, would not reasonably be expected to have, individually or in aggregate, a Material Adverse Effect on the Company.
9.	There are no outstanding guarantees of any PRC Entity in respect of indebtedness of third

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	parties.
10.	Each PRC Entity owns or has valid licenses in full force and effect or otherwise has the legal right to use all material trade names, trademarks, patents, copyright, computer software, domain names and know-how (including proprietary or self-developed information systems or procedures) (collectively, the “Intellectual Property”) currently employed by it in connection with the business currently operated by it; none of the PRC Entities has received any notice of infringement of or conflict with asserted Intellectual Property rights of others.
11.	All dividends and other distributions declared and payable upon the equity interest of CSC China indirectly owned by the Company in accordance with the PRC Laws may under the current PRC Laws be paid to the beneficial owners of CSC China in Renminbi which may be converted into U.S. dollars and freely remitted out of the PRC, provided that the enterprise income tax applicable to the Company has been duly withheld and the remittance of such dividends and other distributions outside of the PRC complies with the procedures required under the PRC Law relating to foreign exchange.
12.	To the best of our knowledge after due enquiry and based on the Company’s confirmation, none of the PRC Entities is delinquent in the payment of any PRC taxes due, and there is no PRC tax deficiency which might be assessed against it or any penalty imposed in connection with any late payment of PRC taxes, except such assessment or penalties which would not have a Material Adverse Effect. The preferential tax treatments enjoyed by the related PRC Entity as described in the Registration Statement are valid, binding and enforceable and do not violate any laws, regulations, rules, orders, decrees, guidelines, judicial interpretations, notices or other legislation of the PRC.
13.	There is no official databank in the PRC which we can confirm the status of the Company or the PRC Entities in respect of litigation and arbitration or similar procedures. To the best of our knowledge after due enquiry and based on the Company’s confirmation, except as disclosed in the Registration Statement, no labor dispute, legal proceedings or other conflict between the employees and any PRC Entity exists or is imminent or threatened; and there are no current, pending or threatened PRC legal, arbitrative, regulatory, administrative or other governmental decisions, rulings, orders, demands, actions, proceedings or initiatives before any court, arbitration body or any Government Agencies, to which any of the Company or any PRC Entity is a party to or to which any of the assets of the Company or any PRC Entity are subject, except those which will not have a Material Adverse Effect, individually or in aggregate.
14.	As a matter of PRC law, no holder of the Offered Securities who is not a PRC resident will be subject to a requirement to be licensed or otherwise qualified to do business or be deemed domiciled or resident in the PRC, by virtue only of holding such Offered Securities or Ordinary Shares. There are no limitations under PRC Laws on the rights of holders of the Offered Securities who are not PRC residents to hold, vote or transfer their securities, nor are there any statutory pre-emptive rights or transfer restrictions on the rights of the holders applicable to the Offered Securities.

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15.	None of the PRC Entities has taken any corporate action, nor have any legal proceedings commenced against any PRC Entity, for its liquidation, winding up, dissolution, or bankruptcy, for the appointment of a liquidation committee, team of receivers or similar officers in respect of its assets or for the suspension, withdrawal, revocation or cancellation of any of the Governmental Authorizations.
16.	Under the PRC Law, neither the Company nor any PRC Entity, or any of their respective properties, assets or revenues, is entitled to any right of immunity on the grounds of sovereignty or otherwise from any legal action, suit or proceeding, set-off or counterclaim, the jurisdiction of any court in the PRC, service of process, attachment prior to or in aid of execution of judgment, or other legal process or proceeding for the granting of any relief or the enforcement of any judgment.
17.	The statements in the Registration Statement under the headings “Summary”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Enforceability of Civil Liabilities”, “Dividend Policy”, “Industry”, “Business”, “Corporate History and Structure”, “Management”, “Related Party Transactions”, “Regulations”, “Taxation” and “Legal Matters” to the extent such statements relate to matters of PRC Laws or documents, agreements or proceedings governed by PRC Laws, are true and accurate in all material respects, and fairly present and fairly summarize in all material respects the PRC Laws, documents, agreements or proceedings referred to therein, and nothing has been omitted from such statements which would make the statements, in light of the circumstance under which they were made, misleading in any material aspect. The statements set forth under the heading “Taxation,” insofar as they constitute statement of PRC tax law, are our opinion.

Nothing has come to our attention that causes us to believe that any part of the Registration Statement or any further amendment thereto (other than the financial statements and other financial information contained therein, as to which we need express no opinion), when such part or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

This opinion is rendered only with respect to PRC Laws and we have made no investigations in any other jurisdiction and no opinion is expressed or implied as to the laws of any other jurisdiction.

We hereby consent to the use of this opinion in, and the filing of this opinion as an exhibit to, the above-mentioned Registration Statement and further consent to the reference of our name in the Registration Statement. In giving such consent, we do not thereby admit that we fall within the

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category of the person whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.

Yours faithfully
 

/s/ Jingtian & Gongcheng  

Jingtian & Gongcheng 

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