CEO [CNOOC] 20-F: FORM 20-F (Mark One) ¨ OR ý For

[FORM 20-F (Mark One) ¨ OR ý For the fiscal year ended December 31, 2014 OR ¨ For the transition period from _________________ to _______________ OR ¨ Date of event requiring this shell company report CNOOC LIMITED N/A Hong Kong (Jurisdiction of incorporation or organization) 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong Hua Zhong th] [China National Offshore Oil Corporation and CNOOC Limited Framework Agreement in respect of the Connected Transactions Table of Contents 1. Scope of Products and Services 2. Transaction Principles 3. Pricing Principles 4. Mode of Operations 6. Term and Termination of the specific Product and Service Contracts 8. Performance of this Agreement 9. Force Majeure 10. Announcement 11. Miscellaneous 12. Notices] [Subsidiaries As of December 31, 2014, we owned, directly or indirectly, the following subsidiaries. Name of entity Our interest Jurisdiction of incorporation CNOOC China Limited 100% Tianjin, PRC CNOOC International Limited 100% British Virgin Islands China Offshore Oil (Singapore) International Pte Ltd 100% Singapore CNOOC Finance (2003) Limited 100% British Virgin Islands Malacca Petroleum Limited 100% Bermuda OOGC America LLC] [CNOOC Limited (incorporated under laws of Hong Kong with limited liability) Code of Ethics for Directors and Senior Officers 28 August 2014 I. INTRODUCTION Each of the directors and Senior Officers has the responsibility to obey the law and act honestly and ethically. To that end, this Code of Ethics is a guide intended to assist each of the directors] [CERTIFICATIONS I, Fanrong Li, certify that: 1. I have reviewed this annual report on Form 20-F of CNOOC Limited; 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 circumstances under which such statements were made,] [CERTIFICATIONS I, Hua Zhong, certify that: 1. I have reviewed this annual report on Form 20-F of CNOOC Limited; 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 circumstances under which such statements were made,] [CERTIFICATIONS Fanrong Li, the Chief Executive Officer and Hua Zhong, the Chief Financial Officer of CNOOC Limited, each certifies that, to the best of his knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition] [CNOOC LIMITED Estimated Future Reserves and Income Attributable to Certain Leasehold Interests and Derived Through Certain Production Sharing Contracts SEC Parameters As of December 31, 2014 \s\ Herman G. Acuna \s\ Eric T. Nelson Herman G. Acuna, P.E. Eric T. Nelson, P.E. TBPE License No. 92254 TBPE License No. 102286 Managing Senior Vice President – International Senior Vice President [SEAL]] [INDEPENDENT LETTER , THE GREATER ANGOSTURA FIELDS BLOCK 2C, TRINIDAD & TOBAGO ESTIMATED PROVED RESERVES AND FINANCIAL DATA, BASED ON SEC RULES Prepared for CNOOC LIMITED st As at 31 , February GAFFNEY, CLINE & ASSOCIATES (CONSULTANTS) PTE LTD This summary letter is based on Gaffney, Cline & Associates’ official report and has been provided at the request of CNOOC] [Exnibit 15.3 H L & N G R R Y E 2014 D A F E Cerro P C K K Escondida, A A and and B Caipipendi in Prepared For: CNOOC LIMITED , January Victor Wayne Taylor Texas, USA PE License# 71417 Principal Engineer RPS Reserve Audit Report YE 2014 RESERVE LETTER RPS Reserve Audit Report YE 2014 411] [February 28, 2015 CNOOC Limited No. 25, ChaoYangMenBei Dajie DongCheng District Beijing 100010 China Gentlemen: The properties subjected to the procedural audit by Ryder Scott account for a portion of CNOOC’s total net proved the procedural audit conducted by Ryder Scott addresses the following percentage of the total proved reserves of CNOOC as summarized in the following table: Reserves Categories] [February 28, 2015 CNOOC Limited c/o Nexen Energy ULC th 801 – 7 Calgary, Alberta T2P 3P7 Re: Gentlemen: audit of CNOOC Limited’s (“CNOOC”) proved synthetic crude oil and bitumen reserves, as of Reserves included herein are expressed as reserves as represented by CNOOC. Gross reserves are defined as the total estimated petroleum to be produced from these properties after] [DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 February 28, 2015 CNOOC Limited c/o Nexen Energy ULC 801-7 th Avenue S.W Calgary, AB T2P 3P7 Gentlemen: equivalent barrel basis as estimates have been prepared in of December 31, 2014, and that its reserves Reserves included herein are expressed as reserves as represented by CNOOC. Gross] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Hong Kong April 22, 2015] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form F-3 (File No. 333-187114) and the Post-Effective Amendment No.1 to the Registration Statement on Form F-3 (File No. 333-188261) of our reports dated March 27, 2015 relating to the consolidated financial statements of CNOOC Limited and its subsidiaries as of] [[LETTERHEAD OF RYDER SCOTT COMPANY, L.P.] Consent of Independent Consultant Ryder Scott Company, L.P. TBPE Firm Registration No. F-1580 Houston, Texas April 21, 2015] [[LETTERHEAD OF GAFFNEY, CLINE & ASSOCIATES (CONSULTANTS)PTE LTD.] YDH/dh/PS-13-2127&PS-13-2128/2014/L0090a nd 22 CNOOC Limited No. 25, Chaoyangmenbei Dajie Dongcheng District Beijing 100010, P.R. China Dear Sir, Consent of Independent Consultant Yours sincerely, G AFFNEY, C LINE & ASSOCIATES ( C ONSULTANTS ) P TE LTD Stephen M. Lane Technical Director] [Consent of RPS Debbie Perkins Vice President Houston, Texas March 31, 2015] [[LETTERHEAD OF MCDANIEL & ASSOCIATES CONSULTANTS LTD.] Consent of Independent Consultant MCDANIEL & ASSOCIATES CONSULTANTS LTD. P. A. Welch, P. Eng. President & Managing Director McDaniel & Associates Consultants Ltd. 2200, Bow Valley Square 3, 255 - 5 Avenue S.W. Calgary, Alberta, T2P 3G6 Canada April 22, 2015] [[LETTERHEAD OF DEGOLYER AND MACNAUGHTON] Consent of DeGolyer and MacNaughton DeGolyer and MacNaughton Texas Registered Engineering Firm F-716 Dallas, Texas April 22, 2015]

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CEA [CHINA EASTERN AIRLINES] 20-F: (Original Filing)

[Page No. PART I Item 1. Identity of Directors, Senior Management and Advisers 4 Item 2. Offer Statistics and Expected Timetable 5 Item 3. Key Information 5 Item 4. Information on the Company 20 Item 5. Operating and Financial Review and Prospects 46 Item 6. Directors, Senior Management and Employees 64] [PURCHASE AGREEMENT NUMBER PA- 4076 between THE BOEING COMPANY and CHINA EASTERN AIRLINES CORPORATION LIMITED Relating to Boeing Model 737-8 Aircraft with CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION and EASTERN AIR OVERSEAS (HONG KONG) LTD. BOEING PROPRIETARY TABLE OF CONTENTS ARTICLES Article 1. Quantity, Model and Description Article 2. Delivery Schedule Article 3. Price Article 4. Payment Article 5.] [PURCHASE AGREEMENT NUMBER PA-4077 between THE BOEING COMPANY and CHINA EASTERN AIRLINES CORPORATION LIMITED Relating to Boeing Model 737-800 Aircraft with CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION and EASTERN AIR OVERSEAS (HONG KONG) LTD. BOEING PROPRIETARY TABLE OF CONTENTS ARTICLES Article 1 Quantity, Model and Description Article 2 Delivery Schedule Article 3 Price Article 4] [A320 FAMILY NEO AIRCRAFT PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S. as Seller AND CHINA EASTERN AIRLINES CORPORATION LTD as Buyer CT1302606 CES reference: 14GTBAP320 A320F NEO - CES 2013 Private & Confidential CT1302606 Foreword - Page 1/4 CONTENTS CLAUSES TITLES 0 DEFINITIONS AND INTERPRETATION 1 SALE AND PURCHASE 2 SPECIFICATION 3 PRICES 4 PRICE REVISION 5 PAYMENTS 6 MANUFACTURE PROCEDURE -] [1. China Eastern Airlines Jiangsu Co., Ltd., a company incorporated under the laws of People’s Republic of China, 62.56% equity of which is owned by China Eastern Airlines Corporation Limited. 2. Shanghai Airlines Co., Ltd., a company incorporated under the laws of People’s Republic of China, wholly owned by China Eastern Airlines Corporation Limited. 3. Shanghai Eastern Flight Training Co.,] [CERTIFICATION I, Ma Xulun, certify that: 1. I have reviewed this annual report on Form 20-F of China Eastern Airlines Corporation Limited (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 circumstances under] [CERTIFICATION I, Wu Yongliang, certify that: 1. I have reviewed this annual report on Form 20-F of China Eastern Airlines Corporation Limited (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 circumstances under] [CERTIFICATION Sarbanes-Oxley Act of 2002 April 22, 2015 Sarbanes-Oxley Act of 2002] [CERTIFICATION Sarbanes-Oxley Act of 2002 April 22, 2015 Sarbanes-Oxley Act of 2002] [Ernst & Young Hua Ming LLP Level 16, Ernst&Young Tower Oriental Plaza No.1 East Chang An Avenue Dong Cheng District Beijing, China 100738 安永华明会计师事务所（特殊普通合伙） 中国北京市东城区东长安街1号 东方广场安永大楼16层 邮政编码：100738 Tel电话: +86 10 5815 3000 Fax传真: +86 10 8518 8298 ey.com April 22, 2015 100 F Street, N.E. Ladies and Gentlemen: Yours faithfully, Beijing, the People’s Republic of China]

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CEA [CHINA EASTERN AIRLINES] 20-F: Page No. PART I Item 1. Identity of

[Page No. PART I Item 1. Identity of Directors, Senior Management and Advisers 4 Item 2. Offer Statistics and Expected Timetable 5 Item 3. Key Information 5 Item 4. Information on the Company 20 Item 5. Operating and Financial Review and Prospects 46 Item 6. Directors, Senior Management and Employees 64] [PURCHASE AGREEMENT NUMBER PA- 4076 between THE BOEING COMPANY and CHINA EASTERN AIRLINES CORPORATION LIMITED Relating to Boeing Model 737-8 Aircraft with CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION and EASTERN AIR OVERSEAS (HONG KONG) LTD. BOEING PROPRIETARY TABLE OF CONTENTS ARTICLES Article 1. Quantity, Model and Description Article 2. Delivery Schedule Article 3. Price Article 4. Payment Article 5.] [PURCHASE AGREEMENT NUMBER PA-4077 between THE BOEING COMPANY and CHINA EASTERN AIRLINES CORPORATION LIMITED Relating to Boeing Model 737-800 Aircraft with CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION and EASTERN AIR OVERSEAS (HONG KONG) LTD. BOEING PROPRIETARY TABLE OF CONTENTS ARTICLES Article 1 Quantity, Model and Description Article 2 Delivery Schedule Article 3 Price Article 4] [A320 FAMILY NEO AIRCRAFT PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S. as Seller AND CHINA EASTERN AIRLINES CORPORATION LTD as Buyer CT1302606 CES reference: 14GTBAP320 A320F NEO - CES 2013 Private & Confidential CT1302606 Foreword - Page 1/4 CONTENTS CLAUSES TITLES 0 DEFINITIONS AND INTERPRETATION 1 SALE AND PURCHASE 2 SPECIFICATION 3 PRICES 4 PRICE REVISION 5 PAYMENTS 6 MANUFACTURE PROCEDURE -] [1. China Eastern Airlines Jiangsu Co., Ltd., a company incorporated under the laws of People’s Republic of China, 62.56% equity of which is owned by China Eastern Airlines Corporation Limited. 2. Shanghai Airlines Co., Ltd., a company incorporated under the laws of People’s Republic of China, wholly owned by China Eastern Airlines Corporation Limited. 3. Shanghai Eastern Flight Training Co.,] [CERTIFICATION I, Ma Xulun, certify that: 1. I have reviewed this annual report on Form 20-F of China Eastern Airlines Corporation Limited (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 circumstances under] [CERTIFICATION I, Wu Yongliang, certify that: 1. I have reviewed this annual report on Form 20-F of China Eastern Airlines Corporation Limited (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 circumstances under] [CERTIFICATION Sarbanes-Oxley Act of 2002 April 22, 2015 Sarbanes-Oxley Act of 2002] [CERTIFICATION Sarbanes-Oxley Act of 2002 April 22, 2015 Sarbanes-Oxley Act of 2002] [Ernst & Young Hua Ming LLP Level 16, Ernst&Young Tower Oriental Plaza No.1 East Chang An Avenue Dong Cheng District Beijing, China 100738 安永华明会计师事务所（特殊普通合伙） 中国北京市东城区东长安街1号 东方广场安永大楼16层 邮政编码：100738 Tel电话: +86 10 5815 3000 Fax传真: +86 10 8518 8298 ey.com April 22, 2015 100 F Street, N.E. Ladies and Gentlemen: Yours faithfully, Beijing, the People’s Republic of China]

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LEJU [Leju] 20-F: (Original Filing)

[None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 138,749,420 ordinary shares, par value $0.001 per share, as of December 31, 2014. o Yes x No o Yes x No x Yes o No o Yes] [Framework Agreement on Deepened Strategic Cooperation for Year 2015 This Supplementary Agreement is made in Beijing on March 9, 2015 by and between: Party A: Beijing Yisheng Leju Information Services Co., Ltd. (“Leju”) Legal Representative: He Yinyu Party B: Beijing Baidu Netcom Science and Technology Co., Ltd. (“Baidu”) Legal Representative: Liang Zhixiang WHEREAS 1 the Internet Channel Cooperation Agreement numbered] [PRINCIPAL SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITIES Name of Entity PLACE OF INCORPORATION Subsidiaries 1. Branco Overseas Ltd British Virgin Islands 2. E-House China (Tianjin) Holdings Ltd. British Virgin Islands] [I, Yinyu He, certify that: 1. I have reviewed this annual report on Form 20-F of Leju Holdings Limited; 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 circumstances under which such statements were made,] [Certification by the Principal Financial Officer I, Min Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Leju Holdings Limited; 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 circumstances] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Yinyu He Chief Executive Officer 1 EX-13.1 6 a15-6095_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Min Chen Chief Financial Officer 1 EX-13.2 7 a15-6095_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-197069 on Form S-8 of our report dated April 21, 2015, relating to the consolidated financial statements of Leju Holdings Limited (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the basis of financial statement presentation), appearing in] [[Letterhead of Fangda Partners] April 21, 2015 Leju Holdings Limited 15/F, Beijing Shoudong International Plaza No. 5 Building, Guangqu Home, Dongcheng District Beijing 100022 People’s Republic of China Dear Sirs, Yours faithfully, Fangda Partners 1 EX-15.2 9 a15-6095_1ex15d2.htm EX-15.2]

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LEJU [Leju] 20-F: None (Title of Class) Indicate the number of

[None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 138,749,420 ordinary shares, par value $0.001 per share, as of December 31, 2014. o Yes x No o Yes x No x Yes o No o Yes] [Framework Agreement on Deepened Strategic Cooperation for Year 2015 This Supplementary Agreement is made in Beijing on March 9, 2015 by and between: Party A: Beijing Yisheng Leju Information Services Co., Ltd. (“Leju”) Legal Representative: He Yinyu Party B: Beijing Baidu Netcom Science and Technology Co., Ltd. (“Baidu”) Legal Representative: Liang Zhixiang WHEREAS 1 the Internet Channel Cooperation Agreement numbered] [PRINCIPAL SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITIES Name of Entity PLACE OF INCORPORATION Subsidiaries 1. Branco Overseas Ltd British Virgin Islands 2. E-House China (Tianjin) Holdings Ltd. British Virgin Islands] [I, Yinyu He, certify that: 1. I have reviewed this annual report on Form 20-F of Leju Holdings Limited; 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 circumstances under which such statements were made,] [Certification by the Principal Financial Officer I, Min Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Leju Holdings Limited; 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 circumstances] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Yinyu He Chief Executive Officer 1 EX-13.1 6 a15-6095_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Min Chen Chief Financial Officer 1 EX-13.2 7 a15-6095_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-197069 on Form S-8 of our report dated April 21, 2015, relating to the consolidated financial statements of Leju Holdings Limited (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the basis of financial statement presentation), appearing in] [[Letterhead of Fangda Partners] April 21, 2015 Leju Holdings Limited 15/F, Beijing Shoudong International Plaza No. 5 Building, Guangqu Home, Dongcheng District Beijing 100022 People’s Republic of China Dear Sirs, Yours faithfully, Fangda Partners 1 EX-15.2 9 a15-6095_1ex15d2.htm EX-15.2]

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CMCM [Cheetah Mobile] 20-F: (Original Filing)

[* NONE (Title of Class) NONE (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 288,988,560 Class A ordinary shares and 1,127,614,152 Class B ordinary shares, par value US$0.000025 per share, as of December 31, 2014. o] [Dated May 14th, 2014 Non-Competition Deed Between Kingsoft Corporation Limited and Cheetah Mobile Inc. CONTENTS 1. DEFINITIONS AND INTERPRETATION 1 2. NON-COMPETITION UNDERTAKINGS BY CMI 3 3. NON-COMPETITION UNDERTAKINGS BY THE COMPANY 3 4. THE COMPANY’S RIGHT OF FIRST REFUSAL 4 5. CMI’S RIGHT OF FIRST REFUSAL 4 6.] [Framework Cooperation Agreement on Online Game Operation Agreement This Framework Cooperation Agreement (“ Party A: Kingsoft Corporation Limited Address: Kingsoft Tower, No. 33, Xiaoying West Road, Haidian District, Beijing 100085 Party B: Cheetah Mobile Inc. Address: 12/F, Fosun International Center Tower, No. 237 Chaoyang North Road, Chaoyang District, Beijing Both parties reached this Agreement through friendly consultation: Chapter 1 Purpose] [Supplemental Agreement to Strategic Cooperation Agreement Agreement This Supplemental Agreement to Strategic Cooperation Agreement (“ Party A: Cheetah Mobile Inc. Address: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Tel: 010-62927779 Contact: Sheng Fu Party B: Shenzhen Tencent Computer Systems Company Limited Address: Tencent Building, Kejizhongyi Avenue, Hi-tech Park, Nanshan District, Shenzhen Tel: 010-62671188 Contact: Hong Ju Whereas:] [SHARE AND ASSET PURCHASE AGREEMENT among Cheetah Mobile Inc. (formerly known as Kingsoft Internet Software Holdings Limited), Cheetah Technology Corporation Limited, Beike Internet (Beijing) Security Technology Co., Ltd., Hongkong Zoom Interactive Network Marketing Technology Limited, Beijing Pzoom Interactive Network Marketing Technology Co., Ltd., Beijing Jishi Interactive Network Marketing Technology Co., Ltd., Shanghai Qisou Internet Technology Co., Ltd., Focus Ad Network] [STOCK PURCHASE AGREEMENT by and among HONGKONG CHEETAH MOBILE TECHNOLOGY LIMITED THE MAIN SELLERS NAMED HEREIN, THE SELLERS’ REPRESENTATIVES and MOBPARTNER S.A.S., dated as of: March 15, 2015 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE OF SHARES Section 1.1 Sale and Transfer of Sold Securities 2 Section 1.2 Purchase Price 2 Section 1.3 Adjustment of Purchase Price 2 Section] [PARENT GUARANTEE Cheetah Guarantor Purchaser Founders Investors Main Sellers société par actions simplifiée Company Main Stock Purchase Agreement WHEREAS Hongkong Cheetah Mobile Technology Limited, a Hong Kong company, with its registered offices at Rm 1101, 11/F San Toi Bldg, No.139, Connaught Rd Central Hong Kong (the “ Guaranteed Party Guaranteed Parties WHEREAS, each of the Main Sellers are referred to] [List of Principal Subsidiaries, VIEs and a VIE’s Subsidiary Place of Incorporation Principal Subsidiaries Conew.com Corporation British Virgin Islands Cheetah Information Technology Company Limited Hong Kong Cheetah Technology Corporation Limited Hong Kong Hongkong Cheetah Mobile Technology Limited Hong Kong Hongkong Zoom Interactive Network Marketing Technology Limited Hong Kong] [I, Sheng Fu, certify that: 1. I have reviewed this annual report on Form 20-F of Cheetah Mobile Inc.; 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 circumstances under which such statements were made,] [Certification by the Principal Financial Officer I, Ka Wai Andy Yeung, certify that: 1. I have reviewed this annual report on Form 20-F of Cheetah Mobile Inc.; 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 21, 2015 Sheng Fu Chief Executive Officer 1 EX-13.1 11 a15-6054_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 21, 2015 Ka Wai Andy Yeung Chief Financial Officer 1 EX-13.2 12 a15-6054_1ex13d2.htm EX-13.2] [April 21, 2015 Cheetah Mobile Inc. 12/F, Fosun International Center Tower No. 237 Chaoyang North Road Chaoyang District, Beijing 100022 People’s Republic of China Dear Sirs, Annual Report SEC We hereby consent to the reference of our name under the headings “Item 3.D. Key Information—Risk Factors,” “Item 4.B. Information on the Company—Business Overview—Regulation” and “Item 4.B. Information on the Company—Organizational] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-199577) pertaining to the 2013 Equity Incentive Plan and 2014 Restricted Shares Plan of Cheetah Mobile Inc. of our report dated April 21, 2015, with respect to the consolidated financial statements of Cheetah Mobile Inc. included in]

By | 2016-03-30T05:55:51+00:00 April 21st, 2015|Categories: Chinese Stocks, CMCM, SEC Original|Tags: , , , , , |0 Comments
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CMCM [Cheetah Mobile] 20-F: * NONE (Title of Class) NONE (Title of

[* NONE (Title of Class) NONE (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 288,988,560 Class A ordinary shares and 1,127,614,152 Class B ordinary shares, par value US$0.000025 per share, as of December 31, 2014. o] [Dated May 14th, 2014 Non-Competition Deed Between Kingsoft Corporation Limited and Cheetah Mobile Inc. CONTENTS 1. DEFINITIONS AND INTERPRETATION 1 2. NON-COMPETITION UNDERTAKINGS BY CMI 3 3. NON-COMPETITION UNDERTAKINGS BY THE COMPANY 3 4. THE COMPANY’S RIGHT OF FIRST REFUSAL 4 5. CMI’S RIGHT OF FIRST REFUSAL 4 6.] [Framework Cooperation Agreement on Online Game Operation Agreement This Framework Cooperation Agreement (“ Party A: Kingsoft Corporation Limited Address: Kingsoft Tower, No. 33, Xiaoying West Road, Haidian District, Beijing 100085 Party B: Cheetah Mobile Inc. Address: 12/F, Fosun International Center Tower, No. 237 Chaoyang North Road, Chaoyang District, Beijing Both parties reached this Agreement through friendly consultation: Chapter 1 Purpose] [Supplemental Agreement to Strategic Cooperation Agreement Agreement This Supplemental Agreement to Strategic Cooperation Agreement (“ Party A: Cheetah Mobile Inc. Address: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Tel: 010-62927779 Contact: Sheng Fu Party B: Shenzhen Tencent Computer Systems Company Limited Address: Tencent Building, Kejizhongyi Avenue, Hi-tech Park, Nanshan District, Shenzhen Tel: 010-62671188 Contact: Hong Ju Whereas:] [SHARE AND ASSET PURCHASE AGREEMENT among Cheetah Mobile Inc. (formerly known as Kingsoft Internet Software Holdings Limited), Cheetah Technology Corporation Limited, Beike Internet (Beijing) Security Technology Co., Ltd., Hongkong Zoom Interactive Network Marketing Technology Limited, Beijing Pzoom Interactive Network Marketing Technology Co., Ltd., Beijing Jishi Interactive Network Marketing Technology Co., Ltd., Shanghai Qisou Internet Technology Co., Ltd., Focus Ad Network] [STOCK PURCHASE AGREEMENT by and among HONGKONG CHEETAH MOBILE TECHNOLOGY LIMITED THE MAIN SELLERS NAMED HEREIN, THE SELLERS’ REPRESENTATIVES and MOBPARTNER S.A.S., dated as of: March 15, 2015 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE OF SHARES Section 1.1 Sale and Transfer of Sold Securities 2 Section 1.2 Purchase Price 2 Section 1.3 Adjustment of Purchase Price 2 Section] [PARENT GUARANTEE Cheetah Guarantor Purchaser Founders Investors Main Sellers société par actions simplifiée Company Main Stock Purchase Agreement WHEREAS Hongkong Cheetah Mobile Technology Limited, a Hong Kong company, with its registered offices at Rm 1101, 11/F San Toi Bldg, No.139, Connaught Rd Central Hong Kong (the “ Guaranteed Party Guaranteed Parties WHEREAS, each of the Main Sellers are referred to] [List of Principal Subsidiaries, VIEs and a VIE’s Subsidiary Place of Incorporation Principal Subsidiaries Conew.com Corporation British Virgin Islands Cheetah Information Technology Company Limited Hong Kong Cheetah Technology Corporation Limited Hong Kong Hongkong Cheetah Mobile Technology Limited Hong Kong Hongkong Zoom Interactive Network Marketing Technology Limited Hong Kong] [I, Sheng Fu, certify that: 1. I have reviewed this annual report on Form 20-F of Cheetah Mobile Inc.; 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 circumstances under which such statements were made,] [Certification by the Principal Financial Officer I, Ka Wai Andy Yeung, certify that: 1. I have reviewed this annual report on Form 20-F of Cheetah Mobile Inc.; 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 21, 2015 Sheng Fu Chief Executive Officer 1 EX-13.1 11 a15-6054_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 21, 2015 Ka Wai Andy Yeung Chief Financial Officer 1 EX-13.2 12 a15-6054_1ex13d2.htm EX-13.2] [April 21, 2015 Cheetah Mobile Inc. 12/F, Fosun International Center Tower No. 237 Chaoyang North Road Chaoyang District, Beijing 100022 People’s Republic of China Dear Sirs, Annual Report SEC We hereby consent to the reference of our name under the headings “Item 3.D. Key Information—Risk Factors,” “Item 4.B. Information on the Company—Business Overview—Regulation” and “Item 4.B. Information on the Company—Organizational] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-199577) pertaining to the 2013 Equity Incentive Plan and 2014 Restricted Shares Plan of Cheetah Mobile Inc. of our report dated April 21, 2015, with respect to the consolidated financial statements of Cheetah Mobile Inc. included in]

By | 2016-03-30T05:56:42+00:00 April 21st, 2015|Categories: Chinese Stocks, CMCM, Webplus ver|Tags: , , , , , |0 Comments
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YY [YY] 20-F: (Original Filing)

[TABLE OF CONTENTS Page INTRODUCTION 1 1 PART I 3 ITEM 1.] [YY INC. AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of March 24, 2014 2.25% Convertible Senior Notes due 2019 TABLE OF CONTENTS Page Article 1 Definitions . Section 1.01 Definitions 1 . Section 1.02 References to Interest 11 Article 2 Issue, Description, Execution, Registration and Exchange of Notes . Section 2.01 Designation and Amount 12 .] [* ENGLISH SUMMARY OF PANYU DISTRICT HIGH AND NEW TECHNOLOGY INTERNET INDUSTRY HEADQUARTERS PROGRAM FOR THE ATTRACTION AND SETUP OF INVESTMENTS AGREEMENT Party A: Guangzhou Panyu Information Technology Investment and Development Co., Ltd. Party B: Guangzhou Huanju Shidai Information Technology Co., Ltd. a) Party A, a state-owned enterprise registered in Panyu District, owns the B-1 building located in North District] [List of Subsidiaries and Consolidated Affiliated Entities of YY Inc. Place of Incorporation Subsidiaries Duowan Entertainment Corp. BVI NeoTasks Inc. Cayman Islands NeoTasks Limited Hong Kong Guangzhou Huanju Shidai Information Technology Co., Ltd. PRC Huanju Shidai Technology (Beijing) Co., Ltd. PRC Zhuhai Duowan Information Technology Co., Ltd. PRC Zhuhai Huanju Shidai Information Technology Co., Ltd. PRC Consolidated Affiliated Entities Beijing] [I, David Xueling Li, certify that: 1. I have reviewed this annual report on Form 20-F of YY 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 circumstances under which such statements] [Certification by the Principal Financial Officer I, Eric He, certify that: 1. I have reviewed this annual report on Form 20-F of YY 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] [1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 21, 2015 David Xueling Li Chief Executive Officer] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 21, 2015 Eric He Chief Financial Officer] [April 21, 2015 Matter No.: 820813 Doc Ref: pl/al/101757244v1 +852 2842 9551 Paul.lim@conyersdill.com The Directors YY Inc. Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 The People's Republic of China Dear Sirs, ( "Company") Re: YY Inc. Form 20-F Yours faithfully, Conyers Dill & Pearman] [FANGDA PARTNERS 上海 北京 深圳 香港 Shanghai http://www.fangdalaw.com 上海市南京西路 号 电子邮件 E-mail: email@fangdalaw.com 恒隆广场 期 楼 电 话 Tel.: 86-21-2208-1166 邮政编码 ： 传 真 Fax: 86-21-5298-5599 文 号 Ref.: 15GC0044 32/F, Plaza 66 Tower 1 1266 Nan Jing West Road Shanghai 200040, PRC To: YY Inc. Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Avenue Middle Tianhe District Guangzhou] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-187074) of YY Inc. of our report dated April 21, 2015, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. PricewaterhouseCoopers Zhong Tian LLP Shanghai,]

By | 2016-03-28T01:31:35+00:00 April 21st, 2015|Categories: Chinese Stocks, SEC Original, YY|Tags: , , , , , |0 Comments
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YY [YY] 20-F: TABLE OF CONTENTS Page INTRODUCTION 1 1 PART

[TABLE OF CONTENTS Page INTRODUCTION 1 1 PART I 3 ITEM 1.] [YY INC. AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of March 24, 2014 2.25% Convertible Senior Notes due 2019 TABLE OF CONTENTS Page Article 1 Definitions . Section 1.01 Definitions 1 . Section 1.02 References to Interest 11 Article 2 Issue, Description, Execution, Registration and Exchange of Notes . Section 2.01 Designation and Amount 12 .] [* ENGLISH SUMMARY OF PANYU DISTRICT HIGH AND NEW TECHNOLOGY INTERNET INDUSTRY HEADQUARTERS PROGRAM FOR THE ATTRACTION AND SETUP OF INVESTMENTS AGREEMENT Party A: Guangzhou Panyu Information Technology Investment and Development Co., Ltd. Party B: Guangzhou Huanju Shidai Information Technology Co., Ltd. a) Party A, a state-owned enterprise registered in Panyu District, owns the B-1 building located in North District] [List of Subsidiaries and Consolidated Affiliated Entities of YY Inc. Place of Incorporation Subsidiaries Duowan Entertainment Corp. BVI NeoTasks Inc. Cayman Islands NeoTasks Limited Hong Kong Guangzhou Huanju Shidai Information Technology Co., Ltd. PRC Huanju Shidai Technology (Beijing) Co., Ltd. PRC Zhuhai Duowan Information Technology Co., Ltd. PRC Zhuhai Huanju Shidai Information Technology Co., Ltd. PRC Consolidated Affiliated Entities Beijing] [I, David Xueling Li, certify that: 1. I have reviewed this annual report on Form 20-F of YY 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 circumstances under which such statements] [Certification by the Principal Financial Officer I, Eric He, certify that: 1. I have reviewed this annual report on Form 20-F of YY 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] [1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 21, 2015 David Xueling Li Chief Executive Officer] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 21, 2015 Eric He Chief Financial Officer] [April 21, 2015 Matter No.: 820813 Doc Ref: pl/al/101757244v1 +852 2842 9551 Paul.lim@conyersdill.com The Directors YY Inc. Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 The People's Republic of China Dear Sirs, ( "Company") Re: YY Inc. Form 20-F Yours faithfully, Conyers Dill & Pearman] [FANGDA PARTNERS 上海 北京 深圳 香港 Shanghai http://www.fangdalaw.com 上海市南京西路 号 电子邮件 E-mail: email@fangdalaw.com 恒隆广场 期 楼 电 话 Tel.: 86-21-2208-1166 邮政编码 ： 传 真 Fax: 86-21-5298-5599 文 号 Ref.: 15GC0044 32/F, Plaza 66 Tower 1 1266 Nan Jing West Road Shanghai 200040, PRC To: YY Inc. Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Avenue Middle Tianhe District Guangzhou] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-187074) of YY Inc. of our report dated April 21, 2015, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. PricewaterhouseCoopers Zhong Tian LLP Shanghai,]

By | 2016-03-28T01:32:50+00:00 April 21st, 2015|Categories: Chinese Stocks, Webplus ver, YY|Tags: , , , , , |0 Comments
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UMC [UNITED MICROELECTRONICS] 20-F: (Original Filing)

[Title of Each Class Name of Each Exchange on which Registered American Depositary Shares, as evidenced by American Depositary Receipts, each representing 5 Common Shares None None Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report. x ¨ ¨ x] [List of Significant Subsidiaries of United Microelectronics Corporation Company Jurisdiction of Incorporation Percentage of Ownership as of December 31, 2014 UMC Group (USA) U.S.A. 100.00 % United Microelectronics (Europe) B.V. The Netherlands 100.00 % UMC Capital Corp. Cayman Islands 100.00 % TLC Capital Co., Ltd. Taiwan, R.O.C. 100.00 % UMC New Business Investment Corp. Taiwan, R.O.C. 100.00 % Green Earth] [CERTIFICATION OF OUR CHIEF EXECUTIVE OFFICER I, Po-Wen Yen, certify that: 1. I have reviewed this annual report on Form 20-F of United Microelectronics Corporation; 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 circumstances] [CERTIFICATION OF OUR CHIEF FINANCIAL OFFICER I, Chitung Liu, certify that: 1. I have reviewed this annual report on Form 20-F of United Microelectronics Corporation; 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 circumstances] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Po-Wen Yen Chief Executive Officer * EX-13.1 5 d910283dex131.htm EX-13.1] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Chitung Liu Chief Financial Officer * EX-13.2 6 d910283dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements pertaining to the employee stock option plans of United Microelectronics Corporation: 1. Registration Statement (Form S-8 No. 333-102605) pertaining to the Employee Stock Option Plan, 2. Registration Statement (Form S-8 No. 333-126889) pertaining to the Employee Stock Option Plan and the]

By | 2016-03-16T01:03:01+00:00 April 21st, 2015|Categories: Chinese Stocks, SEC Original, UMC|Tags: , , , , , |0 Comments
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