[] [EXECUTION VERSION FIFTH AMENDMENT TO THE RIGHTS AGREEMENT Amendment Rights Agreement Company Rights Agent Amendment No. 1 Amendment No. 2 Amendment No. 3 Amendment No. 4 Prior Amendments FIFTH AMENDMENT (this WHEREAS the Board desires to revise the definition of Exempt Person in the Rights Agreement, and the Company desires to amend the corresponding provisions of the Rights Agreement]
[PRIVILEGED AND CONFIDENTIAL Execution Version AGREEMENT AND PLAN OF MERGER among MINAT ASSOCIATED CO., LTD., ChinaEquity Alliance Victory Co., Ltd., and Mecox lane limited Dated as of December 22, 2015 PRIVILEGED AND CONFIDENTIAL TABLE OF CONTENTS Page Article I Defined Terms Section 1.01 Certain Defined Terms 2 Section 1.02 Other Defined Terms 10 Section 1.03 Interpretation; Headings 11 Article II] [Confidential and Privileged Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party This Limited Guarantee, dated as of December 22, 2015 (this “ LIMITED GUARANTEE 1. Merger Agreement Parent Merger Sub Merger provided Cap (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party] [Confidential and Privileged Execution Version EQUITY COMMITMENT LETTER December 22, 2015 MINAT ASSOCIATED CO., LTD. Ladies and Gentlemen: 北京信中利投资股份有限公司 Sponsor Parent Company Merger Agreement Merger Sub Merger This letter agreement sets forth the commitment of 1. Equity Commitment (a) Section 1(b) Equity Commitment provided (b) 2. Conditions 3. Enforceability; Third-Party Beneficiary 4. No Modification; Entire Agreement provided that 5. Governing] [Confidential and Privileged Execution Version SUPPORT AGREEMENT Agreement Parent Shareholder Company This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, ChinaEquity Alliance Victory Co., Ltd., a Cayman Islands exempted company and a wholly-owned subsidiary of Parent (“ Shares ADSs Owned Shares Schedule A Owned Shares Securities WHEREAS, as of the date hereof, the Shareholder is the beneficial] [Confidential and Privileged Execution Version SUPPORT AGREEMENT Agreement Parent Shareholder Company This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, ChinaEquity Alliance Victory Co., Ltd., a Cayman Islands exempted company and a wholly-owned subsidiary of Parent (“ Shares ADSs Owned Shares Schedule A Owned Shares Securities WHEREAS, as of the date hereof, the Shareholder is the beneficial] []
[CTRIP ANNOUNCES RESULTS OF 201 5 ANNUAL GENERAL MEETING Shanghai, THAT New M&AA (i) (ii) Historical Amendments to Board Founder Director Founders Ordinary Director 80. There shall be a Board of Directors (the 81. [Intentionally omitted.] 83. Newly created directorships resulting from any increase in the authorized number of Directors or any vacancies in the Board resulting from death,] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CTRIP.COM INTERNATIONAL, LTD. ADOPTED BY SPECIAL RESOLUTION PASSED ON 21 December 2015 1. Ctrip.com International, Ltd. 2. 3. 4. 5. 6. 7. THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED] [001-33853 CTRIP.COM INTERNATIONAL, LTD. 99 Fu Quan Road Shanghai 200335, Peoples Republic of China Form 20-F x o o o CTRIP.COM INTERNATIONAL, LTD. By :]
[Press Release iKang Announces Acquisition of Shaanxi INLUNG Health Management BEIJING, December 22, 2015 iKang Healthcare Group, Inc. (iKang or the Company) (Nasdaq: KANG), Chinas largest private preventive healthcare services provider, today announced that it has acquired 70% equity interest of Xian iKang Health Management, which has 100% ownership in three medical centers under the brand name of Xian] [IKANG HEALTHCARE GROUP, INC. Yang Chen]
[] [PRIVILEGED AND CONFIDENTIAL Execution Version AGREEMENT AND PLAN OF MERGER among MINAT ASSOCIATED CO., LTD., ChinaEquity Alliance Victory Co., Ltd., and Mecox lane limited Dated as of December 22, 2015 TABLE OF CONTENTS Page Article I Defined Terms Section 1.01 Certain Defined Terms 2 Section 1.02 Other Defined Terms 10 Section 1.03 Interpretation; Headings 11 Article II THE MERGER Section] [Confidential and Privileged Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party This Limited Guarantee, dated as of December 22, 2015 (this “ 1. LIMITED GUARANTEE (a) Merger Agreement a business company incorporated Parent Merger Sub Merger provided Cap (b) (c) (d) 2. NATURE OF GUARANTEE 3. (a) (b) (c) (d) (e) 4. (a) (b) (c) (d) 5. NO ASSIGNMENT] []
[Xinyuan Real Estate Co., Ltd. Announces Results of its 2015 Annual General Meeting BEIJING, December 22, 2015 – Xinyuan Real Estate Co., Ltd. (“Xinyuan” or “the Company”) (NYSE: XIN), an NYSE-listed real estate developer and property manager primarily in China and recently in other countries, today announced the results of its 2015 annual general meeting of shareholders held on December] []
[Bona Film Group Limited _______, 2016 Shareholders of Bona Film Group Limited Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Bona Film Group Limited (the “Company”) to be held on ________, 2016 at ______ (Beijing Time). The meeting will be held at the Company’s office] [Execution Version URANUS CONNECTION LIMITED 17/F, CITIC Securities Tower No. 48 Liangmaqiao Road, Chaoyang District Beijing, China, 100026 Attention: Yao SUN Facsimile: +86 (10) 6083-7899 Email: sunyao@citicgs.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Re: Equity Commitment Letter Ladies and Gentlemen:] [Execution Version ALIBABA PICTURES GROUP LIMITED 26/F, Tower One, Times Square 1 Matheson Street, Causeway Bay, Hong Kong Attention: Ms. Karen Xu / Mr. William Ng Fax: +852 2215 5200 Email: karen.xu@alibabapictures.com / william.ng@alibaba-inc.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China] [Execution Version ORIENTAL POWER HOLDINGS LIMITED 29F, Three Pacific Place, No. 1 Queen’s Road East Wanchai, Hong Kong Attention: Compliance and Transactions Department Facsimile: 852 2520 1148 Email: legalnotice@tencent.com with a copy to Tencent Building, Keji Zhongyi Avenue Hi-tech Park, Nanshan District Shenzhen 518057, PRC Attention: Mergers and Acquisitions Department Email: PD_Support@tencent.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F,] [Execution Version ZHANSHAN XIE c/o Global Incorporations Limited Suite 1107, Office Tower C1, Oriental Plaza No.1 East Chang An Avenue Beijing 100738, China Facsimile: +86 10 8525 5544 Email: xie550713@163.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Re: Equity Commitment Letter] [Execution Version DONG YU 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Facsimile: 86 10 56310828 Email: yudong@bonafilm.cn December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Re: Equity Commitment Letter Ladies] [Project Bonita Presentation to the Independent Committee 13 - Dec - 2015 Strictly Confidential Table of Contents __________________________________________ 1. Transaction Overview 2. Valuation Analysis Appendix Transaction Overview (In US$ millions, except for per ADS) Buyer Consortium's Proposal ADS Price 13.70 Diluted ADSs Outstanding (million) 72.79 Market Capitalization $997.2 +Total Debt 153.5 -Cash & Cash Equivalent 150.9 =Financial Net Debt 2.6] [Execution Version SUPPORT AGREEMENT Agreement Parent Company Schedule A Section 2.5 Schedule B Rollover Securityholder Rollover Securityholders This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, Mountain Tiger Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“ Section 2.5 Uranus Schedule A Schedule B] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this “ Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this “ Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this “ Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this “ Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this “ Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [CONSORTIUM AGREEMENT THIS CONSORTIUM AGREEMENT is made as of June 12, Agreement Chairman Skillgreat Chairman Parties Fosun Entities Sequoia Entities Investor Entities Party Parties Transaction Target Exchange Act WHEREAS, the Parties propose to undertake an acquisition transaction (the Holdco WHEREAS, (a) in connection with the Transaction, the Parties propose to form a new company ( Merger Sub Closing Surviving] [Execution Version INTERIM INVESTORS AGREEMENT Agreement Parent Merger Sub This Interim Investors Agreement (the “ RECITALS Company Merger Agreement Merger WHEREAS, on the date hereof, Bona Film Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “ Equity Investors Equity Commitment Letter Equity Commitment Letters Equity Commitment Equity Commitments Rollover Investors, Investors] []
[] [Advanced Semiconductor Engineering, Inc. Investor Relations Contact: Iris Wu, Manager irissh_wu@aseglobal.com Tel: +886.2.6636.5678 http://www.aseglobal.com December 22, 2015 ASE to Commence ROC and U.S. Tender Offers for Common Shares and ADSs of SPIL ASE ROC Offer U.S. Offer Tender Offer ADSs SPIL December 22, 2015 – Advanced Semiconductor Engineering, Inc. (TWSE Code: 2311, NYSE Code: ASX) (“ The ROC Offer will]
[December 22, 2015 VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance 100 F. Street, N.E. Attention: Frank Knapp / Joyce Sweeney Kathleen Collins Re: SEC Comment Letter dated December 1, 2015 Ladies and Gentlemen: Company Staff SEC Letter Qunar Cayman Islands Limited (the The Company hereby acknowledges that, in connection with the Companys responses dated December 15, 2015]
