KZ [KONGZHONG] 20-F: (Original Filing)

[] [Cooperation Agreement on Game Business Between China Mobile Group Jiangsu Co., Ltd. and Beijing AirInbox Information Technologies Co., Ltd. Signed at: Nanjing, Jiangsu Party A: China Mobile Group Jiangsu Co., Ltd. Address: No. 59, Huju Road, Nanjing Zip Code: 210029 Fax: 025-86668384 Deposit Bank: Agricultural Bank of China Nanjing Hongqiao Sub-branch Bank Account No.: 10100401040000340 Identification Number for the National] [Agreement No. KD22-0101-2014-000285 Unicom Wireless Data Service SP Cooperation Agreement of China Unicom Broadband Online Co., Ltd. Party A: China Unicom Broadband Online Co., Ltd. Beijing AirInbox Information Technologies Co., Ltd. Party B: April 1, 2014 1 / 48 Agreement No. KD22-0101-2014-000285 Table of Contents Recitals 3 Chapter 1 Whereas 3 Chapter 2 Basic Definitions 3 Chapter 3 Business Mode] [Our Ref: Corporate Banking – G140930 [M] Confidential 16 October 2014 KongZhong Corporation 中國北京海淀區西直門外大街 號騰達大廈 層 郵編 : 楊洋小姐 執行副總裁 Attention: Dear Sirs, BANKING FACILITIES Bank Facilities Borrower With reference to our recent discussions, we, Hang Seng Bank Limited (the “ The Facilities will be made available on the terms and conditions set out in this letter and the Standard] [Private & Confidential Dated the 30th day of December 2014 KongZhong Corporation and Foga Development Co. Ltd. and Jieguang Zhuang ( ) (as Guarantor) AGREEMENT in FORGAME HOLDINGS LIMITED (雲遊控股有限公 ) TABLE OF CONTENTS Page 1. DEFINITIONS AND INTERPRETATION 3 2. SALE AND PURCHASE 6 3. CONSIDERATION 6 4. CONDITIONS PRECEDENT 6 5. COMPLETION 7 6. CONDUCT OF BUSINESS PENDING] [Option Agreement This option agreement is entered into by and among the following parties on December 1, 2014. Party A Address: 35F, Tengda Plaza, No.168 Xiwai Street, Haidian District, Beijing, 100044, China Party B: Jia Tao; ID No.: 110105197802109636 Address: 35F, Tengda Plaza, No.168 Xiwai Street Haidian District, Beijing, PRC. Chen Junhong; ID NO.: 350203197504274032 Address: Rm.17, No.442, Siming South] [EXCLUSIVE CONSULTING AND SERVICES AGREEMENT This Exclusive Consulting and Services Agreement (the "Agreement") is entered into as of December 1, 2014, between the following two parties (“the Parties”). PARTY A: Address: PARTY B: Address: WHEREAS, 1. Party A , a wholly foreign−owned enterprise registered in People's Republic of China under the laws of PRC, with the resources of consulting and] [Share Pledge Agreement No: This Share Pledge Agreement (this “Agreement”) is entered into on December 1, 2014 by and among the following parties (“the Parties”): Party A (the Pledgee) : KongZhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaza, No. 168 Xiwai Street, Haidian District, Beijing, 100044, China Registration No: Party B (the Pledgor) :Jia Tao; IDNo.: Address: 32F,] [Share Pledge Agreement No: This Share Pledge Agreement (this “Agreement”) is entered into on December 1, 2014 by and among the following parties (“the Parties”): Party A (the Pledgee) : KongZhong Information Technologies (Beijing) Co., Ltd. Address: 35F,Tengda Plaza,No.168 Xiwai Street,Haidian District,Beijing,100044,China Registration No: Party B (the Pledgor) :Chen Junhong; IDNo.: 350203197504274032 Address: Rm.17, No.442, South Road Siming, Siming District,] [Business Operations Agreement This Business Operations Agreement (this “Agreement”) is entered into on the day of December 1, 2014 by and among the following parties(“the Parties”): Party A: KongZhong Information Technologies (Beijing) Co., Ltd. Address: 35F,Tengda Plaza,No.168 Xiwai Street,Haidian District,Beijing,100044,China Tax: 88575872 Tel: 010-88576000 Party B: Xiamen Xinreli Technology Co., Ltd. Address: 14A, No.2. Lianqian West Road, Siming District. Tax:] [Power of Attorney Principal: Tao Jia ID No.: 110105197802109636 Address: 32F, Tengda Plaza, No.168 Xiwai Street, HaiDian District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Xiamen Xinreli Technology Co., Ltd. Xinreli The Principal, Tao Jia, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei] [Power of Attorney Principal: Junhong Chen ID No.: 35020319750427403 Address: Room 17, No.442 Siming South Road, Siming District, Xiamen, Fujian Province. Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Xiamen Xinreli Technology Co., Ltd. Xinreli The Principal, Junhong Chen, a citizen of the People’s Republic of China, hereby authorizes Mr.] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of March 31, 2015 Name of the Subsidiaries or Consolidated Entities State or Jurisdiction of Incorporation Beijing AirInbox Information Technologies Co., Ltd. People’s Republic of China Beijing Boya Wuji Technologies Co., Ltd. People’s Republic of China Beijing Chengxitong Information Technology Co., Ltd. People’s Republic of China Beijing Shangshu Boer Culture] [CERTIFICATION I, Leilei Wang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong 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 under which such statements were made,] [CERTIFICATION I, Jay Chang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong 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 under which such statements were made,] [KONGZHONG CORPORATION Certification Leilei Wang Chief Executive Officer] [kongzhong corporation Certification Jay Chang Chief Financial Officer] [通 商 律 师 事 务 所 Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837 Website: www.tongshang.com April 16, 2015 Kong Zhong Corporation th 35 No. 168 Xizhimenwai Street Beijing, China 100044 Dear Sirs, Yours faithfully, Commerce & Finance Law Offices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-8 (Nos. 333-122530, 333-132219, 333-140538, 333-156640 and 333-195905) and Form F-3(No. 333-181459) of our reports dated April 16, 2015 relating to the consolidated financial statements of KongZhong Corporation, its subsidiaries and variable interest entities (collectively, the "Company") and the effectiveness of]

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KZ [KONGZHONG] 20-F:

[] [Cooperation Agreement on Game Business Between China Mobile Group Jiangsu Co., Ltd. and Beijing AirInbox Information Technologies Co., Ltd. Signed at: Nanjing, Jiangsu Party A: China Mobile Group Jiangsu Co., Ltd. Address: No. 59, Huju Road, Nanjing Zip Code: 210029 Fax: 025-86668384 Deposit Bank: Agricultural Bank of China Nanjing Hongqiao Sub-branch Bank Account No.: 10100401040000340 Identification Number for the National] [Agreement No. KD22-0101-2014-000285 Unicom Wireless Data Service SP Cooperation Agreement of China Unicom Broadband Online Co., Ltd. Party A: China Unicom Broadband Online Co., Ltd. Beijing AirInbox Information Technologies Co., Ltd. Party B: April 1, 2014 1 / 48 Agreement No. KD22-0101-2014-000285 Table of Contents Recitals 3 Chapter 1 Whereas 3 Chapter 2 Basic Definitions 3 Chapter 3 Business Mode] [Our Ref: Corporate Banking – G140930 [M] Confidential 16 October 2014 KongZhong Corporation 中國北京海淀區西直門外大街 號騰達大廈 層 郵編 : 楊洋小姐 執行副總裁 Attention: Dear Sirs, BANKING FACILITIES Bank Facilities Borrower With reference to our recent discussions, we, Hang Seng Bank Limited (the “ The Facilities will be made available on the terms and conditions set out in this letter and the Standard] [Private & Confidential Dated the 30th day of December 2014 KongZhong Corporation and Foga Development Co. Ltd. and Jieguang Zhuang ( ) (as Guarantor) AGREEMENT in FORGAME HOLDINGS LIMITED (雲遊控股有限公 ) TABLE OF CONTENTS Page 1. DEFINITIONS AND INTERPRETATION 3 2. SALE AND PURCHASE 6 3. CONSIDERATION 6 4. CONDITIONS PRECEDENT 6 5. COMPLETION 7 6. CONDUCT OF BUSINESS PENDING] [Option Agreement This option agreement is entered into by and among the following parties on December 1, 2014. Party A Address: 35F, Tengda Plaza, No.168 Xiwai Street, Haidian District, Beijing, 100044, China Party B: Jia Tao; ID No.: 110105197802109636 Address: 35F, Tengda Plaza, No.168 Xiwai Street Haidian District, Beijing, PRC. Chen Junhong; ID NO.: 350203197504274032 Address: Rm.17, No.442, Siming South] [EXCLUSIVE CONSULTING AND SERVICES AGREEMENT This Exclusive Consulting and Services Agreement (the "Agreement") is entered into as of December 1, 2014, between the following two parties (“the Parties”). PARTY A: Address: PARTY B: Address: WHEREAS, 1. Party A , a wholly foreign−owned enterprise registered in People's Republic of China under the laws of PRC, with the resources of consulting and] [Share Pledge Agreement No: This Share Pledge Agreement (this “Agreement”) is entered into on December 1, 2014 by and among the following parties (“the Parties”): Party A (the Pledgee) : KongZhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaza, No. 168 Xiwai Street, Haidian District, Beijing, 100044, China Registration No: Party B (the Pledgor) :Jia Tao; IDNo.: Address: 32F,] [Share Pledge Agreement No: This Share Pledge Agreement (this “Agreement”) is entered into on December 1, 2014 by and among the following parties (“the Parties”): Party A (the Pledgee) : KongZhong Information Technologies (Beijing) Co., Ltd. Address: 35F,Tengda Plaza,No.168 Xiwai Street,Haidian District,Beijing,100044,China Registration No: Party B (the Pledgor) :Chen Junhong; IDNo.: 350203197504274032 Address: Rm.17, No.442, South Road Siming, Siming District,] [Business Operations Agreement This Business Operations Agreement (this “Agreement”) is entered into on the day of December 1, 2014 by and among the following parties(“the Parties”): Party A: KongZhong Information Technologies (Beijing) Co., Ltd. Address: 35F,Tengda Plaza,No.168 Xiwai Street,Haidian District,Beijing,100044,China Tax: 88575872 Tel: 010-88576000 Party B: Xiamen Xinreli Technology Co., Ltd. Address: 14A, No.2. Lianqian West Road, Siming District. Tax:] [Power of Attorney Principal: Tao Jia ID No.: 110105197802109636 Address: 32F, Tengda Plaza, No.168 Xiwai Street, HaiDian District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Xiamen Xinreli Technology Co., Ltd. Xinreli The Principal, Tao Jia, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei] [Power of Attorney Principal: Junhong Chen ID No.: 35020319750427403 Address: Room 17, No.442 Siming South Road, Siming District, Xiamen, Fujian Province. Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Xiamen Xinreli Technology Co., Ltd. Xinreli The Principal, Junhong Chen, a citizen of the People’s Republic of China, hereby authorizes Mr.] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of March 31, 2015 Name of the Subsidiaries or Consolidated Entities State or Jurisdiction of Incorporation Beijing AirInbox Information Technologies Co., Ltd. People’s Republic of China Beijing Boya Wuji Technologies Co., Ltd. People’s Republic of China Beijing Chengxitong Information Technology Co., Ltd. People’s Republic of China Beijing Shangshu Boer Culture] [CERTIFICATION I, Leilei Wang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong 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 under which such statements were made,] [CERTIFICATION I, Jay Chang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong 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 under which such statements were made,] [KONGZHONG CORPORATION Certification Leilei Wang Chief Executive Officer] [kongzhong corporation Certification Jay Chang Chief Financial Officer] [通 商 律 师 事 务 所 Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837 Website: www.tongshang.com April 16, 2015 Kong Zhong Corporation th 35 No. 168 Xizhimenwai Street Beijing, China 100044 Dear Sirs, Yours faithfully, Commerce & Finance Law Offices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-8 (Nos. 333-122530, 333-132219, 333-140538, 333-156640 and 333-195905) and Form F-3(No. 333-181459) of our reports dated April 16, 2015 relating to the consolidated financial statements of KongZhong Corporation, its subsidiaries and variable interest entities (collectively, the "Company") and the effectiveness of]

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GOMO [Sungy Mobile] 20-F: (Original Filing)

[INTRODUCTION 1 2 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 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 68 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 68 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 91 ITEM] [MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SHARES PURCHASE AGREEMENT Agreement THIS SHARES PURCHASE AGREEMENT (this “ (A) Northern Light Northern Light Venture Capital II, Ltd., a company organized and existing under the laws of the Cayman Islands (“ (B) Sina Sina Hong Kong Ltd., a company organized and existing under the laws of Hong Kong (“ (C) Company MobileWoo Technology Holdings Limited,] [MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement This Second Amended and Restated Right of First Refusal and Co-Sale Agreement (the “ Company (A) MobileWoo Technology Holdings Limited, a Cayman Islands company (the “ HK Sub (B) MobileWoo (China) Technology Development Limited PRC WFOE (C) Beijing MobileWoo Technology Co., Ltd. Beijing M15] [MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SECOND AMENDED AND RESTATED MEMBERS AGREEMENT Agreement This Second Amended and Restated Members Agreement (the “ Company (A) MobileWoo Technology Holdings Limited, a Cayman Islands company (the “ HK Sub (B) MobileWoo (China) Technology Development Limited PRC WFOE (C) Beijing MobileWoo Technology Co., Ltd. Beijing M15 (D) Beijing MobileWo Information Technology Co., Ltd. Beijing MobileWu Domestic] [MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SECOND AMENDED AND RESTATED VOTING AGREEMENT Agreement Company Founders’ BVI Holding Entity Investor Founder Founders Members THIS SECOND AMENDED AND RESTATED VOTING AGREEMENT (this “ RECITALS Former Voting Agreement MobileWoo Technology Holdings Limited Shares Purchase Agreement Purchase Agreement C. In connection with the consummation of the transactions contemplated by the Purchase Agreement, the parties hereto desire] [MOBILEWOO TECHNOLOGY HOLDINGS LIMITED AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT Agreement Effective Date Company Holding Entity Legal Holder Schedule A Founder Founders This Amended and Restated Restricted Share Agreement (this “ RECITALS WHEREAS Purchaser Series A Preferred Shares Series B Preferred Shares Preferred Shares Purchase Agreement WHEREAS Shares Schedule A, Schedule A; WHEREAS Zhi Zhu’s Restricted Shares Wei Zhang’s Restricted] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (the “ A. The Company and the Indemnitee recognize the continued difficulty in obtaining liability insurance for corporate directors, officers, employees, controlling persons, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. B. The Company and the Indemnitee further] [INVESTMENT AGREEMENT by and among Guangzhou Jiubang Digital Technology Co., Ltd. and Yingming Chang Guangzhou Jiucai Information Technology Co., Ltd. November 28 Dated Investment Agreement This agreement, dated November 28, 2014, is entered into in Guangzhou, Guangdong Province, China, by and among: Party A: Guangzhou Jiubang Digital Technology Co., Ltd., Party B: Yingming Chang The Company: Guangzhou Jiucai information Technology] [List of Significant Subsidiaries Name Jurisdiction of incorporation Relationship with the Jiubang Computer Technology (Guangzhou) Co., Ltd. PRC Wholly-owned subsidiary XMedia Technologies Ltd Cayman Islands Wholly-owned subsidiary XMedia Technologies Limited Hong Kong Wholly-owned subsidiary Beijing XMedia Science and Technology Co., Ltd. PRC Wholly-owned subsidiary Sungy Technology Limited British Virgin Islands Wholly-owned subsidiary Sungy Technology Corporation the United States of America] [Certification by the Chief Executive Officer I, Yuqiang Deng, certify that: 1. I have reviewed this annual report on Form 20-F of Sungy Mobile 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] [Certification by the Chief Financial Officer I, Longfei Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Sungy Mobile 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] [Certification by the Chief Executive 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. Yuqiang Deng Chief Executive Officer EX-13.1 12 d856132dex131.htm EX-13.1] [Certification by the Chief 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. Longfei Zhou Chief Financial Officer EX-13.2 13 d856132dex132.htm EX-13.2] [Our ref SSY/683638-000001/7981924v1 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 People’s Republic of China 16 April, 2015 Dear Sir Re: Sungy Mobile Limited Company We have acted as legal advisors as to the laws of the Cayman Islands to Sungy Mobile] [AGDA ARTNERS F http://www.fangdalaw.com email@fangdalaw.com E-mail: Tel.: 86-755-8256-0188 Fax: 86-755-8256-0189 Ref.: 15CF0086 14/F, Tower Two, Kerry Plaza 1 Zhong Xin Si Road Futian District Shenzhen 518048, China April 16, 2015 To: Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3 Road, Yuexiu District Guangzhou 510055 The People’s Republic of China Re: 2014 Annual Report on] [Consent of Independent Registered Public Accounting Firm The Board of Directors Sungy Mobile Limited: We consent to the incorporation by reference in the registration statement (No. 333-197416) on Form S-8 of Sungy Mobile Limited of our report dated April 15, 2015, with respect to the consolidated balance sheets of Sungy Mobile Limited as of December 31, 2014 and 2013, and]

By | 2016-03-18T18:25:09+00:00 April 16th, 2015|Categories: Chinese Stocks, GOMO, SEC Original|Tags: , , , , , |0 Comments
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GOMO [Sungy Mobile] 20-F: INTRODUCTION 1 2 PART I 3 ITEM 1.

[INTRODUCTION 1 2 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 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 68 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 68 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 91 ITEM] [MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SHARES PURCHASE AGREEMENT Agreement THIS SHARES PURCHASE AGREEMENT (this “ (A) Northern Light Northern Light Venture Capital II, Ltd., a company organized and existing under the laws of the Cayman Islands (“ (B) Sina Sina Hong Kong Ltd., a company organized and existing under the laws of Hong Kong (“ (C) Company MobileWoo Technology Holdings Limited,] [MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement This Second Amended and Restated Right of First Refusal and Co-Sale Agreement (the “ Company (A) MobileWoo Technology Holdings Limited, a Cayman Islands company (the “ HK Sub (B) MobileWoo (China) Technology Development Limited PRC WFOE (C) Beijing MobileWoo Technology Co., Ltd. Beijing M15] [MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SECOND AMENDED AND RESTATED MEMBERS AGREEMENT Agreement This Second Amended and Restated Members Agreement (the “ Company (A) MobileWoo Technology Holdings Limited, a Cayman Islands company (the “ HK Sub (B) MobileWoo (China) Technology Development Limited PRC WFOE (C) Beijing MobileWoo Technology Co., Ltd. Beijing M15 (D) Beijing MobileWo Information Technology Co., Ltd. Beijing MobileWu Domestic] [MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SECOND AMENDED AND RESTATED VOTING AGREEMENT Agreement Company Founders’ BVI Holding Entity Investor Founder Founders Members THIS SECOND AMENDED AND RESTATED VOTING AGREEMENT (this “ RECITALS Former Voting Agreement MobileWoo Technology Holdings Limited Shares Purchase Agreement Purchase Agreement C. In connection with the consummation of the transactions contemplated by the Purchase Agreement, the parties hereto desire] [MOBILEWOO TECHNOLOGY HOLDINGS LIMITED AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT Agreement Effective Date Company Holding Entity Legal Holder Schedule A Founder Founders This Amended and Restated Restricted Share Agreement (this “ RECITALS WHEREAS Purchaser Series A Preferred Shares Series B Preferred Shares Preferred Shares Purchase Agreement WHEREAS Shares Schedule A, Schedule A; WHEREAS Zhi Zhu’s Restricted Shares Wei Zhang’s Restricted] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (the “ A. The Company and the Indemnitee recognize the continued difficulty in obtaining liability insurance for corporate directors, officers, employees, controlling persons, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. B. The Company and the Indemnitee further] [INVESTMENT AGREEMENT by and among Guangzhou Jiubang Digital Technology Co., Ltd. and Yingming Chang Guangzhou Jiucai Information Technology Co., Ltd. November 28 Dated Investment Agreement This agreement, dated November 28, 2014, is entered into in Guangzhou, Guangdong Province, China, by and among: Party A: Guangzhou Jiubang Digital Technology Co., Ltd., Party B: Yingming Chang The Company: Guangzhou Jiucai information Technology] [List of Significant Subsidiaries Name Jurisdiction of incorporation Relationship with the Jiubang Computer Technology (Guangzhou) Co., Ltd. PRC Wholly-owned subsidiary XMedia Technologies Ltd Cayman Islands Wholly-owned subsidiary XMedia Technologies Limited Hong Kong Wholly-owned subsidiary Beijing XMedia Science and Technology Co., Ltd. PRC Wholly-owned subsidiary Sungy Technology Limited British Virgin Islands Wholly-owned subsidiary Sungy Technology Corporation the United States of America] [Certification by the Chief Executive Officer I, Yuqiang Deng, certify that: 1. I have reviewed this annual report on Form 20-F of Sungy Mobile 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] [Certification by the Chief Financial Officer I, Longfei Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Sungy Mobile 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] [Certification by the Chief Executive 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. Yuqiang Deng Chief Executive Officer EX-13.1 12 d856132dex131.htm EX-13.1] [Certification by the Chief 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. Longfei Zhou Chief Financial Officer EX-13.2 13 d856132dex132.htm EX-13.2] [Our ref SSY/683638-000001/7981924v1 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 People’s Republic of China 16 April, 2015 Dear Sir Re: Sungy Mobile Limited Company We have acted as legal advisors as to the laws of the Cayman Islands to Sungy Mobile] [AGDA ARTNERS F http://www.fangdalaw.com email@fangdalaw.com E-mail: Tel.: 86-755-8256-0188 Fax: 86-755-8256-0189 Ref.: 15CF0086 14/F, Tower Two, Kerry Plaza 1 Zhong Xin Si Road Futian District Shenzhen 518048, China April 16, 2015 To: Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3 Road, Yuexiu District Guangzhou 510055 The People’s Republic of China Re: 2014 Annual Report on] [Consent of Independent Registered Public Accounting Firm The Board of Directors Sungy Mobile Limited: We consent to the incorporation by reference in the registration statement (No. 333-197416) on Form S-8 of Sungy Mobile Limited of our report dated April 15, 2015, with respect to the consolidated balance sheets of Sungy Mobile Limited as of December 31, 2014 and 2013, and]

By | 2016-03-18T18:26:26+00:00 April 16th, 2015|Categories: Chinese Stocks, GOMO, Webplus ver|Tags: , , , , , |0 Comments
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RENN [Renren] 20-F: (Original Filing)

[] [LOAN AGREEMENT Agreement PRC nd This Loan Agreement (this “ by and between the following parties (1) LENDER: beijing Jingwei sinan information technology Co., ltd , , Registered Address: Suite 515, North Building, Legal Representative: Liu Jian and (2) BORROWER YANG JING PRC Identification Card No: 532721197005100025 , , Address: Room 202, Unit 1, No 275, Ninger Main Street, Simao] [LOAN AGREEMENT Agreement PRC nd This Loan Agreement (this “ by and between the following parties (1) LENDER: beijing Jingwei sinan information technology Co., ltd , , , Registered Address: Suite 505, North Building Legal Representative: Liu Jian and (2) BORROWER LIU JIAN PRC Identification Card No: Address: Room 1504, No.2, Nong 138, Nandan Road, Xuhui District, Shanghai, PRC Party] [BUSINESS OPERATIONS AGREEMENT nd This Business Operations Agreement (this “Agreement”) is entered in Beijing, the People's Republic of China (the “PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated May 22 (1) PARTY A: Beijing Jingwei Sinan Information Technology Co., Ltd , , Legal Address: Suite] [POWER OF ATTORNEY PRC WFOE Representative POA I, Yang Jing, a citizen of the People's Republic of China (the “ PRC Company I hereby authorize and designate the Representative to vote on my behalf at the shareholders' meetings of Beijing Jingwei Zhihui Information Technology Co.,Ltd (“ Yang Jing nd] [POWER OF ATTORNEY PRC WFOE Representative POA I, Liu Jian, a citizen of the People's Republic of China (the “ PRC Company I hereby authorize and designate the Representative to vote on my behalf at the shareholders' meetings of Beijing Jingwei Zhihui Information Technology Co.,Ltd (“ Liu Jian nd] [SPOUSAL CONSENT I, Joseph Chen, the legal spouse of Jing Yang , hereby unconditionally consent that the ninety-nine percent (99%) equity interest held by my spouse in Beijing Jingwei Zhihui Information Technology Co., Ltd. and registered under his name will be disposed according to the arrangements under the Loan Agreement, the Equity Option Agreement, and the Equity Interest Pledge Agreement] [Exclusive Technology Support and Technology ServiceS Agreement nd Effective Date This Exclusive Technology Support and Technology Services Agreement (the “Agreement”) is dated as of May 22 Party A: Beijing Jingwei Sinan Information Technology Co.,Ltd Address: Suite 515, North Building, Great Creativity Information Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang District Party B: Beijing Jingwei Zhihui Information Technology Co.,Ltd Address: Suite] [INTELLECTUAL PROPERTY RIGHT LICENSE AGREEMENT Agreement PRC nd Effective Date This Intellectual Property Right License Agreement (the " (1) The Licensor: Beijing Jingwei Sinan Information Technology Co., Ltd Legal Address: Suite 515, North Building, Great Creativity Information , Industry Garden Legal Representative: Liu Jian and (2) The Licensee: Beijing Jingwei Zhihui Information Technology Co., Ltd Legal Address: Suite 516, North] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ PLEDGEE: Beijing Jingwei Sinan Information Technology Co., Ltd. Registered Address: Suite 515, North Building, Great Creativity Information Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang District, Beijing and PLEDGOR: Yang Jing PRC Identification Card No: 532721197005100025 Residential Address: Room 202, Unit 1, No 275, Ninger Main Street, Simao] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ PLEDGEE: Beijing Jingwei Sinan Information Technology Co., Ltd. Registered Address: Suite 515, North Building, Great Creativity Information Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang District, Beijing and PLEDGOR: Liu Jian PRC Identification Card No: 310102197211124453 Residential Address: Room 1504, No.2, Nong 138, Nandan Road, Xuhui District, Shanghai,] [EQUITY OPTION AGREEMENT Agreement PRC nd 4 This Equity Option Agreement (this “ (1) beijing Jingwei sinan information technology Co., ltd PARTY A: WFOE , , Registered Address: Suite 515, North Building Legal Representative: Liu Jian and (2) PARTY B: Grantor PRC Identification Card No: 310102197211124453 Address: Room 1504, No.2, Nong 138, Nandan Road, Xuhui District, Shanghai, PRC Party Parties] [EQUITY OPTION AGREEMENT Agreement PRC nd 4 This Equity Option Agreement (this “ (1) beijing Jingwei sinan information technology Co., ltd PARTY A: WFOE Registered Address: Suite 515, North Building, Great Creativity Information Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang District Legal Representative: Liu Jian and (2) PARTY B: LIU JIAN Grantor PRC Identification Card No: 310102197211124453 Address: Room 1504,] [Framework Purchase Agreement Agreement PRC This Framework Purchase Agreement (this “ Party A: Jinhu Buyer Tianjin Jinhu Media Co., Ltd. (“ Party B: Liu Jian, a PRC citizen, ID Card No.: 310102197211124453; Party C: Original Shareholders Huang Hui (together with Party B, the “ Party D: Wole Tech WFOE Beijing Wole Information Technology Co., Ltd. (“ Party E: Qianjun Target] [Amendment to Framework Purchase Agreement by and among Tianjin Jinhu Media Co., Ltd. and Liu Jian, Huang Hu and Beijing Wole InformationTechnology Co., Ltd. and Guangzhou Qianjun Internet Technology Co., Ltd. and RENREN INC. Amendment PRC This Amendment to Acquisition Framework Agreement (this “ (1) Tianjin Jinhu Media Co., Ltd. (2) Liu Jian (3) Huang Hui (4) Beijing Wole Information] [Business Cooperation Agreement This Business Cooperation Agreement (this “Agreement”), dated December 1, 2014 (the “Execution Date”), was made in Beijing, the People’s Republic of China (the “PRC”) by and among: Tianjin Jinhu Media Co., Ltd. (“Jinhu”) Guangzhou Qianjun Internet Technology Co., Ltd. 56 Web Beijing Qianxiang Wangjing Technology Development Co., Ltd. Beijing Wole Information Technology Co., Ltd. RenRen Party Parties] [Service Agreement This Transitional Mutual Service Agreement (this “Agreement”), dated December 1, 2014, was made by and among: Tianjin Jinhu Media Co., Ltd. (“Jinhu”) Guangzhou Qianjun Internet Technology Co., Ltd. 56 Web Beijing Wole Information Technology Co., Ltd. Beijing Qianxiang Wangjing Technology Co., Ltd. RenRen Party Parties For purpose of this Agreement, Jinhu, 56 Web and RenRen are individually referred] [Place of Incorporation Subsidiaries: CIAC/ChinaInterActiveCorp Cayman Islands Qianxiang Shiji Technology Development (Beijing) Co., Ltd. PRC Link224 Inc. Cayman Islands Renren Game Hong Kong Limited Hong Kong Renren Games Network Technology Development (Shanghai) Co., Ltd. PRC Renren Lianhe Holdings Cayman Islands Renren Wealth Inc. Cayman Islands Jingwei Inc. Limited Cayman Islands Jupiter Way Ltd. Hong Kong Beijing Jingwei Sinan Information Technology] [I, Joseph Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Renren 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, not] [Certification by the Principal Financial Officer I, Ashley Kwok Wai Law, certify that: 1. I have reviewed this annual report on Form 20-F of Renren 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] [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 16, 2015 Joseph Chen 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 16, 2015 Ashley Kwok Wai Law acting Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-177366 on Form S-8 of our reports dated April 16, 2015 relating to the consolidated financial statements and financial statement schedule of Renren Inc., its subsidiaries, its variable interest entity and the subsidiaries of its variable interest entity (collectively, the "Group"), and] [April 15, 2015 Renren Inc. 1/F, North Wing 18 Jiuxianqiao Middle Road Chaoyang District, Beijing 100016 People’s Republic of China Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers] [Our ref DLK/667469-000001/8073098v2 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Renren Inc. 1/F, North Wing 18 Jiuxianqiao Middle Road Chaoyang District, Beijing 100016 People's Republic of China 15 April 2015 Dear Sir Re: Renren Inc. Company We have acted as legal advisors as to the laws of the Cayman Islands to Renren Inc., an exempted limited liability company incorporated in] [Deloitte & Touche One Capital Place P.O. Box 1787 Grand Cayman KY1-1109 CAYMAN ISLANDS Tel: +1 345 949 7500 Fax:+1 345 949 8238 cayman@deloitte.com www.deloitte.com CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in Registration Statement No. 333-177366 on Form S-8 of our reports dated March 27, 2015 and March 26, 2014 relating to the financial statements]

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RENN [Renren] 20-F:

[] [LOAN AGREEMENT Agreement PRC nd This Loan Agreement (this “ by and between the following parties (1) LENDER: beijing Jingwei sinan information technology Co., ltd , , Registered Address: Suite 515, North Building, Legal Representative: Liu Jian and (2) BORROWER YANG JING PRC Identification Card No: 532721197005100025 , , Address: Room 202, Unit 1, No 275, Ninger Main Street, Simao] [LOAN AGREEMENT Agreement PRC nd This Loan Agreement (this “ by and between the following parties (1) LENDER: beijing Jingwei sinan information technology Co., ltd , , , Registered Address: Suite 505, North Building Legal Representative: Liu Jian and (2) BORROWER LIU JIAN PRC Identification Card No: Address: Room 1504, No.2, Nong 138, Nandan Road, Xuhui District, Shanghai, PRC Party] [BUSINESS OPERATIONS AGREEMENT nd This Business Operations Agreement (this “Agreement”) is entered in Beijing, the People's Republic of China (the “PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated May 22 (1) PARTY A: Beijing Jingwei Sinan Information Technology Co., Ltd , , Legal Address: Suite] [POWER OF ATTORNEY PRC WFOE Representative POA I, Yang Jing, a citizen of the People's Republic of China (the “ PRC Company I hereby authorize and designate the Representative to vote on my behalf at the shareholders' meetings of Beijing Jingwei Zhihui Information Technology Co.,Ltd (“ Yang Jing nd] [POWER OF ATTORNEY PRC WFOE Representative POA I, Liu Jian, a citizen of the People's Republic of China (the “ PRC Company I hereby authorize and designate the Representative to vote on my behalf at the shareholders' meetings of Beijing Jingwei Zhihui Information Technology Co.,Ltd (“ Liu Jian nd] [SPOUSAL CONSENT I, Joseph Chen, the legal spouse of Jing Yang , hereby unconditionally consent that the ninety-nine percent (99%) equity interest held by my spouse in Beijing Jingwei Zhihui Information Technology Co., Ltd. and registered under his name will be disposed according to the arrangements under the Loan Agreement, the Equity Option Agreement, and the Equity Interest Pledge Agreement] [Exclusive Technology Support and Technology ServiceS Agreement nd Effective Date This Exclusive Technology Support and Technology Services Agreement (the “Agreement”) is dated as of May 22 Party A: Beijing Jingwei Sinan Information Technology Co.,Ltd Address: Suite 515, North Building, Great Creativity Information Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang District Party B: Beijing Jingwei Zhihui Information Technology Co.,Ltd Address: Suite] [INTELLECTUAL PROPERTY RIGHT LICENSE AGREEMENT Agreement PRC nd Effective Date This Intellectual Property Right License Agreement (the " (1) The Licensor: Beijing Jingwei Sinan Information Technology Co., Ltd Legal Address: Suite 515, North Building, Great Creativity Information , Industry Garden Legal Representative: Liu Jian and (2) The Licensee: Beijing Jingwei Zhihui Information Technology Co., Ltd Legal Address: Suite 516, North] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ PLEDGEE: Beijing Jingwei Sinan Information Technology Co., Ltd. Registered Address: Suite 515, North Building, Great Creativity Information Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang District, Beijing and PLEDGOR: Yang Jing PRC Identification Card No: 532721197005100025 Residential Address: Room 202, Unit 1, No 275, Ninger Main Street, Simao] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ PLEDGEE: Beijing Jingwei Sinan Information Technology Co., Ltd. Registered Address: Suite 515, North Building, Great Creativity Information Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang District, Beijing and PLEDGOR: Liu Jian PRC Identification Card No: 310102197211124453 Residential Address: Room 1504, No.2, Nong 138, Nandan Road, Xuhui District, Shanghai,] [EQUITY OPTION AGREEMENT Agreement PRC nd 4 This Equity Option Agreement (this “ (1) beijing Jingwei sinan information technology Co., ltd PARTY A: WFOE , , Registered Address: Suite 515, North Building Legal Representative: Liu Jian and (2) PARTY B: Grantor PRC Identification Card No: 310102197211124453 Address: Room 1504, No.2, Nong 138, Nandan Road, Xuhui District, Shanghai, PRC Party Parties] [EQUITY OPTION AGREEMENT Agreement PRC nd 4 This Equity Option Agreement (this “ (1) beijing Jingwei sinan information technology Co., ltd PARTY A: WFOE Registered Address: Suite 515, North Building, Great Creativity Information Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang District Legal Representative: Liu Jian and (2) PARTY B: LIU JIAN Grantor PRC Identification Card No: 310102197211124453 Address: Room 1504,] [Framework Purchase Agreement Agreement PRC This Framework Purchase Agreement (this “ Party A: Jinhu Buyer Tianjin Jinhu Media Co., Ltd. (“ Party B: Liu Jian, a PRC citizen, ID Card No.: 310102197211124453; Party C: Original Shareholders Huang Hui (together with Party B, the “ Party D: Wole Tech WFOE Beijing Wole Information Technology Co., Ltd. (“ Party E: Qianjun Target] [Amendment to Framework Purchase Agreement by and among Tianjin Jinhu Media Co., Ltd. and Liu Jian, Huang Hu and Beijing Wole InformationTechnology Co., Ltd. and Guangzhou Qianjun Internet Technology Co., Ltd. and RENREN INC. Amendment PRC This Amendment to Acquisition Framework Agreement (this “ (1) Tianjin Jinhu Media Co., Ltd. (2) Liu Jian (3) Huang Hui (4) Beijing Wole Information] [Business Cooperation Agreement This Business Cooperation Agreement (this “Agreement”), dated December 1, 2014 (the “Execution Date”), was made in Beijing, the People’s Republic of China (the “PRC”) by and among: Tianjin Jinhu Media Co., Ltd. (“Jinhu”) Guangzhou Qianjun Internet Technology Co., Ltd. 56 Web Beijing Qianxiang Wangjing Technology Development Co., Ltd. Beijing Wole Information Technology Co., Ltd. RenRen Party Parties] [Service Agreement This Transitional Mutual Service Agreement (this “Agreement”), dated December 1, 2014, was made by and among: Tianjin Jinhu Media Co., Ltd. (“Jinhu”) Guangzhou Qianjun Internet Technology Co., Ltd. 56 Web Beijing Wole Information Technology Co., Ltd. Beijing Qianxiang Wangjing Technology Co., Ltd. RenRen Party Parties For purpose of this Agreement, Jinhu, 56 Web and RenRen are individually referred] [Place of Incorporation Subsidiaries: CIAC/ChinaInterActiveCorp Cayman Islands Qianxiang Shiji Technology Development (Beijing) Co., Ltd. PRC Link224 Inc. Cayman Islands Renren Game Hong Kong Limited Hong Kong Renren Games Network Technology Development (Shanghai) Co., Ltd. PRC Renren Lianhe Holdings Cayman Islands Renren Wealth Inc. Cayman Islands Jingwei Inc. Limited Cayman Islands Jupiter Way Ltd. Hong Kong Beijing Jingwei Sinan Information Technology] [I, Joseph Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Renren 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, not] [Certification by the Principal Financial Officer I, Ashley Kwok Wai Law, certify that: 1. I have reviewed this annual report on Form 20-F of Renren 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] [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 16, 2015 Joseph Chen 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 16, 2015 Ashley Kwok Wai Law acting Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-177366 on Form S-8 of our reports dated April 16, 2015 relating to the consolidated financial statements and financial statement schedule of Renren Inc., its subsidiaries, its variable interest entity and the subsidiaries of its variable interest entity (collectively, the "Group"), and] [April 15, 2015 Renren Inc. 1/F, North Wing 18 Jiuxianqiao Middle Road Chaoyang District, Beijing 100016 People’s Republic of China Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers] [Our ref DLK/667469-000001/8073098v2 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Renren Inc. 1/F, North Wing 18 Jiuxianqiao Middle Road Chaoyang District, Beijing 100016 People's Republic of China 15 April 2015 Dear Sir Re: Renren Inc. Company We have acted as legal advisors as to the laws of the Cayman Islands to Renren Inc., an exempted limited liability company incorporated in] [Deloitte & Touche One Capital Place P.O. Box 1787 Grand Cayman KY1-1109 CAYMAN ISLANDS Tel: +1 345 949 7500 Fax:+1 345 949 8238 cayman@deloitte.com www.deloitte.com CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in Registration Statement No. 333-177366 on Form S-8 of our reports dated March 27, 2015 and March 26, 2014 relating to the financial statements]

By | 2016-03-31T06:39:40+00:00 April 16th, 2015|Categories: Chinese Stocks, RENN, Webplus ver|Tags: , , , , , |0 Comments
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HNP [HUANENG POWER INTERNATIONAL] 20-F: (Original Filing)

[_______________________ FORM 20-F (Mark One) ¨ OR þ OR ¨ OR ¨ Date of event requiring this shell company report For the transaction period form _______to ______________ HUANENG POWER INTERNATIONAL, INC. PEOPLE’S REPUBLIC OF CHINA (Jurisdiction of incorporation or organization) HUANENG BUILDING 6 FUXINGMENNEI STREET, XICHENG DISTRICT, BEIJING, PEOPLE’S REPUBLIC OF CHINA Mr. Du Daming HUANENG BUILDING, 6 FUXINGMENNEI STREET,] [Articles of Association of Huaneng Power International, Inc. Chapter 1 Article 1 Opinions on Standards for Joint Stock Limited Companies Company Law of the People's Republic of China Securities Law of the People's Republic of China Special Regulations on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies promulgated by the State Council Mandatory Provisions for the] [List of Subsidiaries A list of Huaneng Power International Inc.'s subsidiaries is provided in Note 9 to the consolidated financial statements included in this annual report following Item 19.] [CERTIFICATION I, Cao Peixi, certify that: 1. I have reviewed this annual report on Form 20-F of Huaneng Power International, 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] [CERTIFICATION I, Zhou Hui, certify that: 1. I have reviewed this annual report on Form 20-F of Huaneng Power International, 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] [18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 6 ex13-1.htm CERTIFICATION]

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HNP [HUANENG POWER INTERNATIONAL] 20-F: _______________________ FORM 20-F (Mark One) ¨ OR þ

[_______________________ FORM 20-F (Mark One) ¨ OR þ OR ¨ OR ¨ Date of event requiring this shell company report For the transaction period form _______to ______________ HUANENG POWER INTERNATIONAL, INC. PEOPLE’S REPUBLIC OF CHINA (Jurisdiction of incorporation or organization) HUANENG BUILDING 6 FUXINGMENNEI STREET, XICHENG DISTRICT, BEIJING, PEOPLE’S REPUBLIC OF CHINA Mr. Du Daming HUANENG BUILDING, 6 FUXINGMENNEI STREET,] [Articles of Association of Huaneng Power International, Inc. Chapter 1 Article 1 Opinions on Standards for Joint Stock Limited Companies Company Law of the People's Republic of China Securities Law of the People's Republic of China Special Regulations on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies promulgated by the State Council Mandatory Provisions for the] [List of Subsidiaries A list of Huaneng Power International Inc.'s subsidiaries is provided in Note 9 to the consolidated financial statements included in this annual report following Item 19.] [CERTIFICATION I, Cao Peixi, certify that: 1. I have reviewed this annual report on Form 20-F of Huaneng Power International, 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] [CERTIFICATION I, Zhou Hui, certify that: 1. I have reviewed this annual report on Form 20-F of Huaneng Power International, 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] [18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 6 ex13-1.htm CERTIFICATION]

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MR [Mindray Medical International] 20-F: (Original Filing)

[Table of Contents INTRODUCTION 3 PART I. 4 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4 ITEM 3. KEY INFORMATION 4 ITEM 4. INFORMATION ON THE COMPANY 32 ITEM 4A. UNRESOLVED STAFF COMMENTS 54 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 54 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES] [Country of Name of Company Incorporation and Operation Shareholding Principal Activities Shenzhen Mindray Bio-Medical Electronics Co., Ltd. PRC MR Investments (HK) Limited: 88.918828% MR Holdings (HK) Limited: 11.081086% Non-controlling interest:0.000087%* Manufacturing and sales of medical equipment, research and development of related products and investment holding Shenzhen Mindray Investment & Development Co., Ltd. PRC Shenzhen Mindray Bio-Medical Electronics Co., Ltd.:99% Nanjing] [CERTIFICATION I, Li Xiting, certify that: 1. I have reviewed this annual report on Form 20-F of Mindray Medical International 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] [CERTIFICATION I, Cheng Minghe, certify that: 1. I have reviewed this annual report on Form 20-F of Mindray Medical International 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] [CERTIFICATION I, Alex Lung, certify that: 1. I have reviewed this annual report on Form 20-F of Mindray Medical International 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] [CERTIFICATION Li Xiting Executive Chairman of the Board of Directors, President and Co-Chief Executive Officer Cheng Minghe Co-Chief Executive Officer and Chief Strategic Officer Alex Lung Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-178896) of Mindray Medical International Limited of our report dated April 16, 2015 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. We also consent to]

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TAOM [Taomee] 20-F: (Original Filing)

[FORM 20-F (Mark One) o OR ý For the fiscal year ended December 31, 2014. o For the transition period from to . o Date of event requiring this shell company report: . TAOMEE HOLDINGS LIMITED N/A Cayman Islands (Jurisdiction of incorporation or organization) 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Sam Lawn, Chief Financial Officer (Name,] [Termination Agreement Lessor (Party A): M&G Chenguang Holding (Group) Co., Ltd Address: 3488 Jinqian Rd, Qingcun Town, Fengxian District, Shanghai, China Legal representative: Chen Huxiong Lessee (Party B): Shanghai Taomee Animation Co., Ltd Address: Rm. 1302, F/13, Building No.2, No. 1528 Gumei Road, Xuhui District, Shanghai Legal representative: Wang Haibing Lease Contract Room 1302, F/13, Building No.2, No. 1528 Gumei] [Agreement on Termination of Contract Party A: M&G Chenguang Holding (Group) Co., Ltd Party B: Shanghai Shengran Information Technology Co., Ltd. Lease Contract Based on the 2 . The two parties hereto agreed that the lease term shall commence on July 1, 2012 and end on June 30, 2015 and the rents shall accrue as of July 1, 2012. Whereas,] [Housing Lease Contract This Housing Lease Contract (hereinafter referred to as this “Contract”) is made by and between the following two parties in Shanghai, P.R. China (hereinafter “China”) Lessor (Party A): M&G Chenguang Holding (Group) Co., Ltd. Address: 3488 Jinqian Road, Qingcun Town, Fengxian District, Shanghai Legal representative: Chen Huxiong Postal code: 201406 Tel.: 021-57474488 Fax: Business license no.: 310226000797609] [Housing Lease Contract This Housing Lease Contract (hereinafter referred to as this “Contract”) is made by and between the following two parties in Shanghai, P.R. China (hereinafter “China”) on Jan 23th in 2015: Lessor (Party A): M&G Chenguang Holding (Group) Co., Ltd. Address: 3488 Jinqian Road, Qingcun Town, Fengxian District, Shanghai Legal representative: Chen Huxiong Postal code: 201406 Tel.: 021-57474488] [Contract No.: JOINT INVESTMENT CONTRACT FOR ANIMATED FILM “SEER IV:Magic Stone Wars “ , 2014 THIS JOINT INVESTMENT CONTRACT (this “Contract”) is made as of (1) Party A: Shanghai Taomee Animation Co., Ltd. Address: 14F, A2, No.1528 Gumei Road, Xuhui District, Shanghai Tel.: 021-61280056 Fax: 021-33674012 Postal code: 200233 (2) Party B: Beijing Enlight Pictures Co., Ltd. Address: 3F, No.3] [Special Notice I. Real Rights Law of the People’s Republic of China Contract Law of the People’s Republic of China Land Administration Law of the People’s Republic of China Urban Real Estate Administration Law of the People’s Republic of China Rules on the Implementation of the Land Administration Law of the People’s Republic of China, Measures of the Shanghai Municipality] [Contract on Transfer of Rights to Use State-owned Construction Land Planning and Land Resources Contract on Transfer of Rights to Use State-owned Construction Land in Shanghai Municipality Hu Song GuiTu (2014) Chu Rang He Tong No. 37 (1.0 version) Songjiang Planning and Land Administration Bureau of Shanghai Municipality December 3, 2014 Contract on Transfer of the Right to Use State-owned] [List of Subsidiaries of Taomee Holdings Limited Beneficially Owned Subsidiaries Name of Company Jurisdiction of Percentage of 1. Taomee Holdings (HK) Limited Hong Kong 100 % 2. Shanghai Shengran Information Technology Co., Ltd. PRC 100 % 3. Shanghai Xinsheng Information Technology Co., Ltd. PRC 93 % 4. Shanghai Taomee Property Service Co., Ltd. PRC 99 % 5. Shanghai Taomee Wireless] [Certification by the Chief Executive Officer I, Benson Haibing Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Taomee Holdings 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] [Certification by the Chief Financial Officer I, Sam Lawn, certify that: 1. I have reviewed this annual report on Form 20-F of Taomee Holdings 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Benson Haibing Wang Chief Executive Officer EX-13.1 12 a2222697zex-13_1.htm EX-13.1] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Sam Lawn Chief Financial Officer EX-13.2 13 a2222697zex-13_2.htm EX-13.2] [上海市淮海中路 283 号香港广场 28 楼 邮编： 200021 电话： +86-21-2326-1888 传真： +86-21-2326-1999 28 Floor, Hong Kong Plaza, No. 283 Huai Hai Middle Road, Shanghai P.R. China 200021 Tel: +86-21-2326-1888 Fax: +86-21-2326-1999 April 15 , 201 5 Taomee Holdings Limited 1 6 /F, Building No. A-2, No. 1528 Gumei Road Xuhui District , Shanghai 200233 People’s Republic of China Dear Sirs, We] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333- 183651 on Form S-8 of our report dated April 15, 2015, relating to the consolidated financial statements and financial statement schedule of Taomee Holdings Limited, its subsidiaries and its variable interest entities, appearing in the Annual Report on Form 20-F of] [Our ref SHF/661280-000001/8081578v1 Direct tel +852 3690 7507 Email shirley.fu@maplesandcalder.com Taomee Holdings Limited No. 1528 Gumei Road Xuhui District Shanghai 200233 People’s Republic of China 15 April 2015 Dear Sirs Taomee Holdings Limited Yours faithfully, Maples and Calder EX-15.3 16 a2222697zex-15_3.htm EX-15.3]

By | 2016-04-01T09:35:39+00:00 April 15th, 2015|Categories: Chinese Stocks, SEC Original, TAOM|Tags: , , , , , |0 Comments
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