[41st Floor, One Exchange Square 8 Connaught Place, Central Hong Kong Tel: +852.2522.7886 Fax: +852.2522.7006 www.lw.com FIRM / AFFILIATE OFFICES May 31, 2011 Abu Dhabi Barcelona Beijing Boston Brussels Moscow Munich New Jersey New York Orange County VIA EDGAR Mr. Mark P. Shuman Mr. Evan Jacobson Division of Corporation Finance Chicago Doha Dubai Frankfurt Hamburg Hong Kong Houston London Los]
[41st Floor, One Exchange Square 8 Connaught Place, Central Hong Kong Tel: +852.2522.7886 Fax: +852.2522.7006 www.lw.com FIRM / AFFILIATE OFFICES May 31, 2011 Abu Dhabi Barcelona Beijing Boston Brussels Moscow Munich New Jersey New York Orange County VIA EDGAR Mr. Mark P. Shuman Mr. Evan Jacobson Division of Corporation Finance Chicago Doha Dubai Frankfurt Hamburg Hong Kong Houston London Los]
[Issuer Free Writing Prospectus Registration No. 333-174293 May 31, 2011 Taomee Holdings Limited http://www.sec.gov/Archives/edgar/data/1507051/000119312511154865/df1a.htm This free writing prospectus reflects the following amendments that were made in Amendment No. 2 to Taomees registration statement on Form F-1, or Amendment No. 2, as filed via EDGAR with the SEC on May 31, 2011. All references to page numbers are to the page]
[Issuer Free Writing Prospectus Registration No. 333-174293 May 31, 2011 Taomee Holdings Limited http://www.sec.gov/Archives/edgar/data/1507051/000119312511154865/df1a.htm This free writing prospectus reflects the following amendments that were made in Amendment No. 2 to Taomees registration statement on Form F-1, or Amendment No. 2, as filed via EDGAR with the SEC on May 31, 2011. All references to page numbers are to the page]
[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS, DATED May 24, 2011 7,187,500 American Depositary Shares Taomee Holdings Limited Representing 143,750,000 Ordinary Shares This is an initial public offering of our American depository shares, or ADSs. We are offering 7,187,500 ADSs. Each ADS represents 20 ordinary shares, par value US$0.00002 per share. The underwriters have an option to purchase up to 1,078,125 additional] [TAOMEE HOLDINGS LIMITED [ ] American Depositary Shares Representing [ ] Ordinary Shares FORM OF UNDERWRITING AGREEMENT [ CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, N.Y. 10010-3629 U.S.A. DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, N.Y. 10005 U.S.A. As Representatives of the Several Underwriters Dear Sirs: Introductory Company Schedule A Underwriters Representatives] [Name of Company: TAOMEE HOLDINGS LIMITED TAOMEE HOLDINGS LIMITED Number: Number Ordinary Share(s) - [no. of shares] - Share(s): - [no. of shares] - Issued to: [name of shareholder] Dated Transferred from: Incorporated under the laws of the Cayman Islands US$20,000 1,000,000,000 Ordinary Shares US$ 0.00002 Share capital is [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 2 to Registration Statement No. 333-174293 on Form F-1 of our report dated April 27, 2011, relating to the consolidated combined financial statements and financial statement schedule of Taomee Holdings Limited and its subsidiaries and variable interest entities, appearing in the Prospectus, which is]
[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS, DATED May 24, 2011 7,187,500 American Depositary Shares Taomee Holdings Limited Representing 143,750,000 Ordinary Shares This is an initial public offering of our American depository shares, or ADSs. We are offering 7,187,500 ADSs. Each ADS represents 20 ordinary shares, par value US$0.00002 per share. The underwriters have an option to purchase up to 1,078,125 additional] [TAOMEE HOLDINGS LIMITED [ ] American Depositary Shares Representing [ ] Ordinary Shares FORM OF UNDERWRITING AGREEMENT [ CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, N.Y. 10010-3629 U.S.A. DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, N.Y. 10005 U.S.A. As Representatives of the Several Underwriters Dear Sirs: Introductory Company Schedule A Underwriters Representatives] [Name of Company: TAOMEE HOLDINGS LIMITED TAOMEE HOLDINGS LIMITED Number: Number Ordinary Share(s) - [no. of shares] - Share(s): - [no. of shares] - Issued to: [name of shareholder] Dated Transferred from: Incorporated under the laws of the Cayman Islands US$20,000 1,000,000,000 Ordinary Shares US$ 0.00002 Share capital is [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 2 to Registration Statement No. 333-174293 on Form F-1 of our report dated April 27, 2011, relating to the consolidated combined financial statements and financial statement schedule of Taomee Holdings Limited and its subsidiaries and variable interest entities, appearing in the Prospectus, which is]
