TAOM [Taomee] SC 13D/A: QuickLinks — Click here to rapidly navigate through

[QuickLinks -- Click here to rapidly navigate through this document Execution Version AMENDED AND RESTATED ROLLOVER AND SUPPORT AGREEMENT This AMENDED AND RESTATED ROLLOVER AND SUPPORT AGREEMENT (this " Agreement ") is entered into as of December 31, 2015 by and among Orient TM Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands] [QuickLinks -- Click here to rapidly navigate through this document Restructuring Framework Agreement January 4, 2016 1 Restructuring Framework Agreement The Restructuring Framework Agreement (hereinafter, this " Agreement ") is signed by the following parties on January 4, 2016 in Shanghai, People's Republic of China (hereinafter, " PRC "). (1) Wang Haibing , Chinese citizen, ID number: 342623198009143416 (hereinafter, "] [QuickLinks -- Click here to rapidly navigate through this document Joint Filing Agreement [Remainder of Page Intentionally Left Blank] 1 Benson Haibing Wang Joy Union Holdings Limited Roc Yunpeng Cheng Charming China Limited] [Taomee Holdings Limited (Name of Issuer) Ordinary Shares** (Title of Class of Securities) G8673T 108*** (CUSIP Number) Benson Haibing Wang c/o Taomee Holdings Limited 16/F, Building No. A-2, No. 1528 Gumei Road Xuhui District Shanghai 200233 People's Republic of China +86 21 3367 4012 Roc Yunpeng Cheng c/o Taomee Holdings Limited 16/F, Building No. A-2, No. 1528 Gumei Road Xuhui]

By | 2016-04-01T09:03:11+00:00 January 8th, 2016|Categories: Chinese Stocks, TAOM, Webplus ver|Tags: , , , , , |0 Comments

TAOM [Taomee] SC 13E3: (Original Filing)

[Use these links to rapidly review the document PRELIMINARY PROXY STATEMENT OF THE COMPANY Shareholders of Taomee Holdings Limited You are cordially invited to attend an extraordinary general meeting of shareholders of Taomee Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"), to be held on At the extraordinary general meeting,] [Execution Version EQUITY COMMITMENT LETTER December 11, 2015 Orient TM Parent Limited 36/F, Building No. 2, Orient International Financial Plaza 318 South Zhongshan Road Shanghai 200010 People’s Republic of China Ladies and Gentlemen: Merger Agreement Company Parent Merger Sub Equity Commitment Letter We refer to the Agreement and Plan of Merger dated as of the date hereof (as may be] [Taomee Holdings Limited Fairness Analysis Presented to the Special Committee of Independent Directors December 11, 2015 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Duff &] [SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT TAOMEE HOLDINGS LIMITED (Name of the Issuer) Taomee Holdings Limited (Names of Persons Filing Statement) Ordinary shares, par value US$0.00002 per share (Title of Class of Securities) 1 87600Y106 (CUSIP Number) Sam Lawn, Chief Financial Officer Mr. Benson Haibing Wang Orient TM Parent Limited Dongzhengruibo (Shanghai) Investment Center (Name, Address and Telephone Number of]

By | 2016-04-01T09:05:58+00:00 January 5th, 2016|Categories: Chinese Stocks, SEC Original, TAOM|Tags: , , , , , |0 Comments

TAOM [Taomee] SC 13E3: Use these links to rapidly review the document

[Use these links to rapidly review the document PRELIMINARY PROXY STATEMENT OF THE COMPANY Shareholders of Taomee Holdings Limited You are cordially invited to attend an extraordinary general meeting of shareholders of Taomee Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"), to be held on At the extraordinary general meeting,] [Execution Version EQUITY COMMITMENT LETTER December 11, 2015 Orient TM Parent Limited 36/F, Building No. 2, Orient International Financial Plaza 318 South Zhongshan Road Shanghai 200010 People’s Republic of China Ladies and Gentlemen: Merger Agreement Company Parent Merger Sub Equity Commitment Letter We refer to the Agreement and Plan of Merger dated as of the date hereof (as may be] [Taomee Holdings Limited Fairness Analysis Presented to the Special Committee of Independent Directors December 11, 2015 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Duff &] [SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT TAOMEE HOLDINGS LIMITED (Name of the Issuer) Taomee Holdings Limited (Names of Persons Filing Statement) Ordinary shares, par value US$0.00002 per share (Title of Class of Securities) 1 87600Y106 (CUSIP Number) Sam Lawn, Chief Financial Officer Mr. Benson Haibing Wang Orient TM Parent Limited Dongzhengruibo (Shanghai) Investment Center (Name, Address and Telephone Number of]

By | 2016-04-01T09:07:17+00:00 January 5th, 2016|Categories: Chinese Stocks, TAOM, Webplus ver|Tags: , , , , , |0 Comments

TAOM [Taomee] SC 13D/A: (Original Filing)

[AGREEMENT AND PLAN OF MERGER among ORIENT TM PARENT LIMITED, ORIENT TM MERGER LIMITED and TAOMEE HOLDINGS LIMITED Dated as of December 11, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Memorandum and Articles] [Execution Version EQUITY COMMITMENT LETTER December 11, 2015 Orient TM Parent Limited 36/F, Building No. 2, Orient International Financial Plaza 318 South Zhongshan Road Shanghai 200010 People’s Republic of China Ladies and Gentlemen: Merger Agreement Company Parent Merger Sub Equity Commitment Letter We refer to the Agreement and Plan of Merger dated as of the date hereof (as may be] [Execution Version ROLLOVER AND SUPPORT AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This ROLLOVER AND SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, Orient TM Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“ Shares Owned Shares Schedule A Securities WHEREAS,] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Mr. Wang Joy Union Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Mr. Cheng Charming China Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Guarantor Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty 2 3. 3 4. No] [Joint Filing Agreement [Remainder of Page Intentionally Left Blank] Benson Haibing Wang Joy Union Holdings Limited Roc Yunpeng Cheng] []

By | 2016-04-01T09:08:52+00:00 December 21st, 2015|Categories: Chinese Stocks, SEC Original, TAOM|Tags: , , , , , |0 Comments

TAOM [Taomee] SC 13D/A: AGREEMENT AND PLAN OF MERGER among ORIENT TM

[AGREEMENT AND PLAN OF MERGER among ORIENT TM PARENT LIMITED, ORIENT TM MERGER LIMITED and TAOMEE HOLDINGS LIMITED Dated as of December 11, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Memorandum and Articles] [Execution Version EQUITY COMMITMENT LETTER December 11, 2015 Orient TM Parent Limited 36/F, Building No. 2, Orient International Financial Plaza 318 South Zhongshan Road Shanghai 200010 People’s Republic of China Ladies and Gentlemen: Merger Agreement Company Parent Merger Sub Equity Commitment Letter We refer to the Agreement and Plan of Merger dated as of the date hereof (as may be] [Execution Version ROLLOVER AND SUPPORT AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This ROLLOVER AND SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, Orient TM Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“ Shares Owned Shares Schedule A Securities WHEREAS,] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Mr. Wang Joy Union Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Mr. Cheng Charming China Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Guarantor Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty 2 3. 3 4. No] [Joint Filing Agreement [Remainder of Page Intentionally Left Blank] Benson Haibing Wang Joy Union Holdings Limited Roc Yunpeng Cheng] []

By | 2016-04-01T09:10:08+00:00 December 21st, 2015|Categories: Chinese Stocks, TAOM, Webplus ver|Tags: , , , , , |0 Comments

TAOM [Taomee] 6-K: Taomee Announces Shareholder Resolutions Adopted at 2015 Annual

[Taomee Announces Shareholder Resolutions Adopted at 2015 Annual General Meeting SHANGHAI, Dec. 15, 2015 /PRNewswire/ — Taomee Holdings Limited (“Taomee” or the “Company”) (NYSE: TAOM), one of the leading children’s entertainment and media companies in China, today announced that the following shareholder resolutions were adopted at its annual general meeting of shareholders held on December 15, 2015 in Shanghai, China.] [Form 6-K TAOMEE HOLDINGS LIMITED 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233, People’s Republic of China (86-21) 6128-0056 Form 20-F x o o o TAOMEE HOLDINGS LIMITED Form 6-K Description]

By | 2016-04-01T09:12:20+00:00 December 16th, 2015|Categories: Chinese Stocks, TAOM, Webplus ver|Tags: , , , , , |0 Comments

TAOM [Taomee] 6-K: Duff & Phelps Securities, LLC is serving as

[Duff & Phelps Securities, LLC is serving as the financial advisor to the Special Committee, Ropes & Gray LLP is serving as international legal counsel to the Special Committee, and Maples and Calder is serving as Cayman Islands legal counsel to the Special Committee. Fenwick & West LLP is serving as U.S. legal counsel to Taomee. Shearman & Sterling LLP] [AGREEMENT AND PLAN OF MERGER among ORIENT TM PARENT LIMITED, ORIENT TM MERGER LIMITED and TAOMEE HOLDINGS LIMITED Dated as of December 11, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Memorandum and Articles] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Guarantor Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty 2 3. 3 4. No] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Mr. Wang Joy Union Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Mr. Cheng Charming China Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [Form 6-K TAOMEE HOLDINGS LIMITED 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233, People’s Republic of China (86-21) 6128-0056 Form 20-F x o o o TAOMEE HOLDINGS LIMITED Form 6-K Description]

By | 2016-04-01T09:14:42+00:00 December 11th, 2015|Categories: Chinese Stocks, TAOM, Webplus ver|Tags: , , , , , |0 Comments

TAOM [Taomee] 6-K: (Original Filing)

[Duff & Phelps Securities, LLC is serving as the financial advisor to the Special Committee, Ropes & Gray LLP is serving as international legal counsel to the Special Committee, and Maples and Calder is serving as Cayman Islands legal counsel to the Special Committee. Fenwick & West LLP is serving as U.S. legal counsel to Taomee. Shearman & Sterling LLP] [AGREEMENT AND PLAN OF MERGER among ORIENT TM PARENT LIMITED, ORIENT TM MERGER LIMITED and TAOMEE HOLDINGS LIMITED Dated as of December 11, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Memorandum and Articles] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Guarantor Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty 2 3. 3 4. No] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Mr. Wang Joy Union Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Mr. Cheng Charming China Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [Form 6-K TAOMEE HOLDINGS LIMITED 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233, People’s Republic of China (86-21) 6128-0056 Form 20-F x o o o TAOMEE HOLDINGS LIMITED Form 6-K Description]

By | 2016-04-01T09:13:44+00:00 December 11th, 2015|Categories: Chinese Stocks, SEC Original, TAOM|Tags: , , , , , |0 Comments

TAOM [Taomee] 6-K: (Original Filing)

[TAOMEE REPORTS THIRD QUARTER 2015 UNAUDITED FINANCIAL RESULTS (Shanghai, China — November 19, 2015) — Taomee Holdings Limited (NYSE: TAOM) (“Taomee” or the “Company”), a leading children’s entertainment and media company in China, today reported its unaudited financial results for the third quarter of 2015. Highlights of the Third Quarter of 2015 · · · · · · · ·] [TAOMEE HOLDINGS LIMITED 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233, People’s Republic of China (86-21) 6128-0056 Form 20-F x o o o TAOMEE HOLDINGS LIMITED]

By | 2016-04-01T09:15:57+00:00 November 20th, 2015|Categories: Chinese Stocks, SEC Original, TAOM|Tags: , , , , , |0 Comments
Skip to toolbar