[INTRODUCTION 1 2 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 40 ITEM 4A UNRESOLVED STAFF COMMENTS 58 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 58 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 84 ITEM] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF NQ MOBILE INC. (Adopted by a Special Resolution passed on March 11, 2011 and effective conditional and immediately upon the completion of the Company’s initial public offering of Class A Common Shares represented by American Depositary Shares 1. The] [List of Significant Subsidiaries Name Jurisdiction of incorporation NQ International Ltd. Hong Kong Wholly owned subsidiary NQ Mobile (Beijing) Co., Ltd. PRC Subsidiary wholly owned by NQ International Ltd. NQ (Beijing) Co., Ltd. PRC Subsidiary wholly owned by NQ International Ltd. Beijing NQ Mobile Co., Ltd. PRC Subsidiary wholly owned by NQ International Ltd. Beijing NQ Technology Co., Ltd PRC] [I, Zemin Xu, and I, Omar Khan, each certify that: 1. I have reviewed this annual report on Form 20-F of NQ Mobile Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Principal Financial Officer I, Vincent Wenyong Shi, certify that: 1. I have reviewed this annual report on Form 20-F of NQ Mobile Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zemin Xu Co-Chief Executive Officer Omar Khan Co-Chief Executive Officer EX-13.1 6 d893378dex131.htm EX-13.1] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Vincent Wenyong Shi Chairman, Chief Operating Officer, Acting Chief Financial Officer EX-13.2 7 d893378dex132.htm EX-13.2] [Our ref DLK/661944-000001/8028951v1 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com NQ Mobile Inc. No.4 Building 11 Heping Li East Street Dongcheng District Beijing 100013 People’s Republic of China March 31, 2015 Dear Sir NQ Mobile Inc. Company SEC Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to NQ Mobile Inc., an exempted] [Consent of Jingcheng Tongda & Neal March 31, 2015 NQ Mobile Inc. No. 4 Building 11 Heping Li East Street Dongcheng District Beijing 100013 People’s Republic of China Dear Sirs: SEC Yours faithfully, Jincheng Tongda & Neal Law Firm EX-15.2 9 d893378dex152.htm EX-15.2] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-178076) of NQ Mobile Inc. of our reports dated March 31, 2015, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear in this Form 20-F. New York, New York]