CHA [CHINA TELECOM] 20-F: (Original Filing)

[CHINA TELECOM CORPORATION LIMITED Page PART I - 2 - Item 1. Identity of Directors, Senior Management and Advisers - 2 - Item 2. Offer Statistics and Expected Timetable - 2 - Item 3. Key Information - 2 - Item 4. Information on the Company - 15 - Item 4A. Unresolved Staff Comments - 38 - Item 5. Operating and] [ARTICLES OF ASSOCIATION OF CHINA TELECOM CORPORATION LIMITED (Inclusive of alterations made up to October 16, 2012) CONTENTS CLAUSE PAGE CHAPTER 1: GENERAL PROVISIONS 1 CHAPTER 2: THE COMPANY’S OBJECTIVES AND SCOPE OF BUSINESS 2 CHAPTER 3: SHARES AND REGISTERED CAPITAL 3 CHAPTER 4: REDUCTION OF CAPITAL AND REPURCHASE OF SHARES] [English Summary of Agreement on the Acquisition of CDMA Network Assets and Associated Liabilities Between China Telecommunications Corporation and Acquisition Target to be Acquired The Acquisition Target comprises the following assets and associated liabilities relating to the CDMA Network: (1) the assets, including certain assets of China Telecommunications Corporation held by its branches in the 30 provinces, municipalities and autonomous] [English Summary of Agreement on the Disposal of Equity Interest in E-surfing Media Co., Ltd. Between China Telecommunications Corporation and Consideration Conditions Precedent The transaction contemplated under the Disposal Agreement is conditional upon, among others: 1. relevant shareholders’ resolution passed by the shareholders of E-surfing Media to approve the share transfer as set out in the Disposal Agreement; and 2.] [List of Subsidiaries Name Jurisdiction of Incorporation China Telecom Group Yellow Pages Information Company Ltd. The People’s Republic of China China Telecom Global Limited (formerly known as China Telecom (Hong Kong) International Limited) Hong Kong Special Administrative Region China Telecom (Australia) Pty Ltd. Commonwealth of Australia China Telecom (Signapore) Pte Limited Republic of Sigapore China Telecom Korea Co. Ltd (Korea)] [Certification I, Wang Xiaochu, certify that: 1. I have reviewed this annual report on Form 20-F of China Telecom Corporation Limited (the “Company”); 2. Based on my knowledge, this annual 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 Andi, certify that: 1. I have reviewed this annual report on Form 20-F of China Telecom Corporation Limited (the “Company”); 2. Based on my knowledge, this annual 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 Wang Xiaochu Chief Executive Officer EX-13.1 8 d523873dex131.htm EX-13.1] [Certification Wu Andi Chief Financial Officer EX-13.2 9 d523873dex132.htm EX-13.2] [April 29, 2013 Ladies and Gentlemen: We were previously principal accountants for China Telecom Corporation Limited and, under the date of March 20, 2013, we reported on the consolidated financial statements of China Telecom Corporation Limited and its subsidiaries (the “Group”) as of January 1, 2011, December 31, 2011 and 2012 and for the three-year period ended December 31, 2012,]

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UTSI [UTSTARCOMS] 20-F: (Original Filing)

[FORM 20-F o OR ý For the Fiscal Year Ended December 31, 2012 OR o For the transition period from to OR o UTStarcom Holdings Corp. N/A Cayman Islands (Jurisdiction of incorporation or organization) Room 303, Building H, Phoenix Place, Jing Ou-Yang None Title of Each Class Name of Exchange on which Registered Ordinary Shares, $0.00375 par value The NASDAQ] [THE COMPANIES LAW (2012 REVISION) SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF UTSTARCOM HOLDINGS CORP. Adopted by Special Resolution passed on March 21, 2013 1. The name of the Company is UTStarcom Holdings Corp. 2. The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, P.O. Box 309GT, Ugland House, Grand Cayman, KY1-1104,] [MASTER REORGANIZATION AGREEMENT SHARE AND ASSET PURCHASE AGREEMENT BY AND AMONG UTSTARCOM HONG KONG HOLDING LIMITED UTSTARCOM HOLDINGS CORP. EAGLE FIELD HOLDINGS LIMITED (“Buyer”) AND Mr. Ying (Jack) Lu (“Mr. Lu”) August 31 , 2012 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE 3 1.1 Purchase and Sale of Shares 3 1.2 Purchase and Sale of Assets 3 1.3] [EXECUTION COPY Dated the 31 st day o f August, 2012 UTSTARCOM HOLDINGS CORP. (as the “Transferor”) and EAGLE FIELD HOLDINGS LIMITED (as the “ Transferee ”) and UTSTARCOM HONG KONG HOLDINGS LIMITED (as the “Company”) SHARE TRANSFER AGREEMENT 1 THIS AGREEMENT is made the 31 st day of August, 20 12 BETWEEN: (1) UTSTARCOM HOLDINGS CO RP., a Cayman] [License Agreement the Agreement The License Agreement (hereinafter referred to as “ UT Holdings (1) UTStarcom Holdings Corp., a company duly incorporated and validly existing under the laws of Cayman Islands law (hereinafter referred to as “ (2) UTStarcom Telecom Co., Ltd ， HUTS a Limited liability company duly incorporated and validly existing under the laws of the People’s Republic] [ASSIGNMENT AND ASSUMPTION AGREEMENT By and Among UTSTARCOM HOLDINGS CORP. (“Parent”) UTSTARCOM TELECOM CO., LTD. (“HUTS”) UTSTARCOM INDIA TELECOM PVT. LTD. (“UITPL”) UTSTARCOM HONG KONG HOLDING LIMITED (“Company ” ) UTSTARCOM CHINA CO., LTD. (“ UTSC ”) And EAGLE FIELD HOLDINGS LIMITED (the “Buyer”) August 31, 2012 Table of Contents ARTICLE 1 ASSIGNED CONTRACTS 2 ARTICLE 2 ASSIGNMENT OF CONTRACTS] [EXECUTION COPY PATENT, SOFTWARE COPYRIGHT, TRADEMARK AND DOMAIN NAME ASSIGNMENT Assignment This PATENT, SOFTWARE COPYRIGHT, TRADEMARK AND DOMAIN NAME ASSIGNMENT (this “ st HUTS UTSC UTSI Party Parties day of August , 2012 by and among UTSTARCOM TELECOMMUNICATION COMPANY LIMITED, a company duly incorporated and lawfully existing under the laws of the People’s Republic of China with its principle place] [EXECUTION COPY ACT UTSTARCOM HONG KONG HOLDING LIMITED CONVERTIBLE BOND $20,000,000 August 31, 2012 Company FOR VALUE RECEIVED, UTStarcom Hong Kong Holding Limited, a Hong Kong company (the “ imi t e Investor Bond d, a Hong Kong company (“ August 31 Maturity Date , 2017 (the “ The following is a statement of the rights of Investor and the] [SUBSIDIARIES OF UTSTARCOM HOLDINGS CORP. Name Place of Incorporation or Organization Proportion of Ownership Interest UTStarcom, Inc.(1) U.S.A 100 % UTStarcom International Products, Inc. U.S.A 100 % UTStarcom International Services, Inc. U.S.A 100 % IssanniCommnications, Inc. U.S.A 100 % UTStarcom Telecom Co., Ltd(1) China 100 % UTStarcom (Chongqing) Telecom Co., Ltd.] [CERTIFICATION I, William Wong, certify that: 1. I have reviewed this annual report on Form 20-F of UTStarcom Holdings Corp.; 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] [CERTIFICATION I, Tianruo Pu, certify that: 1. I have reviewed this annual report on Form 20-F of UTStarcom Holdings Corp.; 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES OXLEY ACT 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: April 26 , 2013 Chief Executive Officer EX-13.1 12 a2214599zex-13_1.htm EX-13.1] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES OXLEY ACT 2002 In connection with the Report, I, Tianruo (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: April 26 , 2013 Tianruo Pu Tianruo Pu Chief Financial Officer EX-13.2 13 a2214599zex-13_2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-108817, 333-84710, 333-44548, 333-60150, 333-120564, 333-127850, 333-136551 and 333-161639) of UTStarcom Holdings Corp. of our report dated April 26, 2013 relating to the consolidated financial statements, financial statement schedules and the effectiveness of internal control over financial]

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UTSI [UTSTARCOMS] 20-F: FORM 20-F o OR ý For the Fiscal

[FORM 20-F o OR ý For the Fiscal Year Ended December 31, 2012 OR o For the transition period from to OR o UTStarcom Holdings Corp. N/A Cayman Islands (Jurisdiction of incorporation or organization) Room 303, Building H, Phoenix Place, Jing Ou-Yang None Title of Each Class Name of Exchange on which Registered Ordinary Shares, $0.00375 par value The NASDAQ] [THE COMPANIES LAW (2012 REVISION) SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF UTSTARCOM HOLDINGS CORP. Adopted by Special Resolution passed on March 21, 2013 1. The name of the Company is UTStarcom Holdings Corp. 2. The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, P.O. Box 309GT, Ugland House, Grand Cayman, KY1-1104,] [MASTER REORGANIZATION AGREEMENT SHARE AND ASSET PURCHASE AGREEMENT BY AND AMONG UTSTARCOM HONG KONG HOLDING LIMITED UTSTARCOM HOLDINGS CORP. EAGLE FIELD HOLDINGS LIMITED (“Buyer”) AND Mr. Ying (Jack) Lu (“Mr. Lu”) August 31 , 2012 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE 3 1.1 Purchase and Sale of Shares 3 1.2 Purchase and Sale of Assets 3 1.3] [EXECUTION COPY Dated the 31 st day o f August, 2012 UTSTARCOM HOLDINGS CORP. (as the “Transferor”) and EAGLE FIELD HOLDINGS LIMITED (as the “ Transferee ”) and UTSTARCOM HONG KONG HOLDINGS LIMITED (as the “Company”) SHARE TRANSFER AGREEMENT 1 THIS AGREEMENT is made the 31 st day of August, 20 12 BETWEEN: (1) UTSTARCOM HOLDINGS CO RP., a Cayman] [License Agreement the Agreement The License Agreement (hereinafter referred to as “ UT Holdings (1) UTStarcom Holdings Corp., a company duly incorporated and validly existing under the laws of Cayman Islands law (hereinafter referred to as “ (2) UTStarcom Telecom Co., Ltd ， HUTS a Limited liability company duly incorporated and validly existing under the laws of the People’s Republic] [ASSIGNMENT AND ASSUMPTION AGREEMENT By and Among UTSTARCOM HOLDINGS CORP. (“Parent”) UTSTARCOM TELECOM CO., LTD. (“HUTS”) UTSTARCOM INDIA TELECOM PVT. LTD. (“UITPL”) UTSTARCOM HONG KONG HOLDING LIMITED (“Company ” ) UTSTARCOM CHINA CO., LTD. (“ UTSC ”) And EAGLE FIELD HOLDINGS LIMITED (the “Buyer”) August 31, 2012 Table of Contents ARTICLE 1 ASSIGNED CONTRACTS 2 ARTICLE 2 ASSIGNMENT OF CONTRACTS] [EXECUTION COPY PATENT, SOFTWARE COPYRIGHT, TRADEMARK AND DOMAIN NAME ASSIGNMENT Assignment This PATENT, SOFTWARE COPYRIGHT, TRADEMARK AND DOMAIN NAME ASSIGNMENT (this “ st HUTS UTSC UTSI Party Parties day of August , 2012 by and among UTSTARCOM TELECOMMUNICATION COMPANY LIMITED, a company duly incorporated and lawfully existing under the laws of the People’s Republic of China with its principle place] [EXECUTION COPY ACT UTSTARCOM HONG KONG HOLDING LIMITED CONVERTIBLE BOND $20,000,000 August 31, 2012 Company FOR VALUE RECEIVED, UTStarcom Hong Kong Holding Limited, a Hong Kong company (the “ imi t e Investor Bond d, a Hong Kong company (“ August 31 Maturity Date , 2017 (the “ The following is a statement of the rights of Investor and the] [SUBSIDIARIES OF UTSTARCOM HOLDINGS CORP. Name Place of Incorporation or Organization Proportion of Ownership Interest UTStarcom, Inc.(1) U.S.A 100 % UTStarcom International Products, Inc. U.S.A 100 % UTStarcom International Services, Inc. U.S.A 100 % IssanniCommnications, Inc. U.S.A 100 % UTStarcom Telecom Co., Ltd(1) China 100 % UTStarcom (Chongqing) Telecom Co., Ltd.] [CERTIFICATION I, William Wong, certify that: 1. I have reviewed this annual report on Form 20-F of UTStarcom Holdings Corp.; 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] [CERTIFICATION I, Tianruo Pu, certify that: 1. I have reviewed this annual report on Form 20-F of UTStarcom Holdings Corp.; 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES OXLEY ACT 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: April 26 , 2013 Chief Executive Officer EX-13.1 12 a2214599zex-13_1.htm EX-13.1] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES OXLEY ACT 2002 In connection with the Report, I, Tianruo (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: April 26 , 2013 Tianruo Pu Tianruo Pu Chief Financial Officer EX-13.2 13 a2214599zex-13_2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-108817, 333-84710, 333-44548, 333-60150, 333-120564, 333-127850, 333-136551 and 333-161639) of UTStarcom Holdings Corp. of our report dated April 26, 2013 relating to the consolidated financial statements, financial statement schedules and the effectiveness of internal control over financial]

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NOAH [Noahs] 20-F: (Original Filing)

[INTRODUCTION 1 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 30 ITEM 4A. UNRESOLVED STAFF COMMENTS 53 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 53 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 75 ITEM 7.] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Jingbo Wang (“Party C”) Party A and Party B have entered into an entrust loan agreement on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009207700), and Party B and Party] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Zhe Yin (“Party C”) Party A and Party B have entered into an entrust loan agreement on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009208000), and Party B and Party] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Boquan He (“Party C”) Party A and Party B have entered into an entrust loan agreement on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009207500), and Party B and Party] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Yan Wei (“Party C”) Party A and Party B have entered into an entrust loan agreement on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009207900), and Party B and Party] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Qianghua Yan (“Party C”) Party A and Party B have entered into an entrust loan agreements on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009207800), and Party B and Party] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Xinjuan Zhang (“Party C”) Party A and Party B have entered into an entrust loan agreement on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009207600), and Party B and Party] [List of Significant Consolidated Entities of Noah Holdings Limited* Name Jurisdiction of Relationship Noah Private Wealth Management (Hong Kong) Limited Hong Kong Wholly-owned subsidiary Noah Holdings (Hong Kong) Limited Hong Kong Wholly-owned subsidiary Shanghai Noah Financial Services Co., Ltd. (1) China Wholly-owned subsidiary Shanghai Rongyao Information Technology Co., Ltd. China Wholly-owned subsidiary Kunshan Noah Xingguang Investment Management Co., Ltd. China] [I, Jingbo Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Noah 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, Tao Thomas Wu, certify that: 1. I have reviewed this annual report on Form 20-F of Noah 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jingbo Wang Chief Executive Officer EX-13.1 11 d464345dex131.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. Tao Thomas Wu Chief Financial Officer EX-13.2 12 d464345dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-171541 on Form S-8 of our reports dated April 26, 2013, relating to the financial statements and financial statement schedule of Noah Holdings Limited, and the effectiveness of Noah Holdings Limited’s internal control over financial reporting, appearing in this Annual Report on] [April 26, 2013 Noah Holdings Limited 6th Floor, Times Finance Center No. 68 Middle Yincheng Road Pudong, Shanghai 200120 People’s Republic of China Dear Sirs, Yours faithfully, Zhong Lun Law Firm EX-15.2 14 d464345dex152.htm EX-15.2]

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YY [YY] 20-F: (Original Filing)

[Eric He Chief Financial Officer Tel: +86 (20) 2916-2288 E-mail: eric@yy.com Fax: +86 (20) 2916-2080 Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 The People’s Republic of China (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Title of Each Class Name of Exchange on Which Registered Class A common] [List of Significant Subsidiaries Name Jurisdiction of incorporation Duowan Entertainment Corp. BVI Wholly owned subsidiary NeoTasks Inc. Cayman Islands Wholly owned subsidiary NeoTasks Limited Hong Kong Wholly owned subsidiary Guangzhou Huanju Shidai Information Technology Company Limited PRC Wholly owned subsidiary Huanju Shidai Technology (Beijing) Company Limited PRC Wholly owned subsidiary Zhuhai Duowan Information Technology Company Limited PRC Wholly owned subsidiary] [YY INC. AMENDED CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting] [I, David Xueling Li, certify that: 1. I have review this annual report on Form 20-F of YY 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, Eric He, certify that: 1. I have reviewed this annual report on Form 20-F of YY 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. David Xueling Li Chief Executive Officer EX-13.1 6 d465806dex131.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. Eric He Chief Financial Officer EX-13.2 7 d465806dex132.htm EX-13.2] [April 26, 2013 Matter No.: 878118 Doc Ref: 3028192 +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 (Cayman) Limited EX-15.1 8 d465806dex151.htm EX-15.1] [YY INC. April 26, 2013 Building 3-08 Yangcheng Creative Industry Zone No.309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 P.R.C Dear Sirs/Madam “As advised by our PRC counsel, Zhong Lun Law Firm, the contractual arrangements among Beijing Huanju Shidai and Beijing Tuda and its shareholders and the contractual arrangements among Beijing Huanju Shidai and Guangzhou Huaduo and its shareholders, governed] [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 26, 2013, relating to the consolidated financial statements, which appears in this Form 20-F. Shanghai, the People’s Republic of China April 26, 2013 EX-15.3 10 d465806dex153.htm EX-15.3]

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NOAH [Noahs] 20-F: INTRODUCTION 1 PART I 2 ITEM 1. IDENTITY

[INTRODUCTION 1 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 30 ITEM 4A. UNRESOLVED STAFF COMMENTS 53 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 53 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 75 ITEM 7.] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Jingbo Wang (“Party C”) Party A and Party B have entered into an entrust loan agreement on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009207700), and Party B and Party] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Zhe Yin (“Party C”) Party A and Party B have entered into an entrust loan agreement on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009208000), and Party B and Party] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Boquan He (“Party C”) Party A and Party B have entered into an entrust loan agreement on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009207500), and Party B and Party] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Yan Wei (“Party C”) Party A and Party B have entered into an entrust loan agreement on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009207900), and Party B and Party] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Qianghua Yan (“Party C”) Party A and Party B have entered into an entrust loan agreements on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009207800), and Party B and Party] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Xinjuan Zhang (“Party C”) Party A and Party B have entered into an entrust loan agreement on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009207600), and Party B and Party] [List of Significant Consolidated Entities of Noah Holdings Limited* Name Jurisdiction of Relationship Noah Private Wealth Management (Hong Kong) Limited Hong Kong Wholly-owned subsidiary Noah Holdings (Hong Kong) Limited Hong Kong Wholly-owned subsidiary Shanghai Noah Financial Services Co., Ltd. (1) China Wholly-owned subsidiary Shanghai Rongyao Information Technology Co., Ltd. China Wholly-owned subsidiary Kunshan Noah Xingguang Investment Management Co., Ltd. China] [I, Jingbo Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Noah 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, Tao Thomas Wu, certify that: 1. I have reviewed this annual report on Form 20-F of Noah 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jingbo Wang Chief Executive Officer EX-13.1 11 d464345dex131.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. Tao Thomas Wu Chief Financial Officer EX-13.2 12 d464345dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-171541 on Form S-8 of our reports dated April 26, 2013, relating to the financial statements and financial statement schedule of Noah Holdings Limited, and the effectiveness of Noah Holdings Limited’s internal control over financial reporting, appearing in this Annual Report on] [April 26, 2013 Noah Holdings Limited 6th Floor, Times Finance Center No. 68 Middle Yincheng Road Pudong, Shanghai 200120 People’s Republic of China Dear Sirs, Yours faithfully, Zhong Lun Law Firm EX-15.2 14 d464345dex152.htm EX-15.2]

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YY [YY] 20-F: Eric He Chief Financial Officer Tel: +86 (20)

[Eric He Chief Financial Officer Tel: +86 (20) 2916-2288 E-mail: eric@yy.com Fax: +86 (20) 2916-2080 Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 The People’s Republic of China (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Title of Each Class Name of Exchange on Which Registered Class A common] [List of Significant Subsidiaries Name Jurisdiction of incorporation Duowan Entertainment Corp. BVI Wholly owned subsidiary NeoTasks Inc. Cayman Islands Wholly owned subsidiary NeoTasks Limited Hong Kong Wholly owned subsidiary Guangzhou Huanju Shidai Information Technology Company Limited PRC Wholly owned subsidiary Huanju Shidai Technology (Beijing) Company Limited PRC Wholly owned subsidiary Zhuhai Duowan Information Technology Company Limited PRC Wholly owned subsidiary] [YY INC. AMENDED CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting] [I, David Xueling Li, certify that: 1. I have review this annual report on Form 20-F of YY 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, Eric He, certify that: 1. I have reviewed this annual report on Form 20-F of YY 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. David Xueling Li Chief Executive Officer EX-13.1 6 d465806dex131.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. Eric He Chief Financial Officer EX-13.2 7 d465806dex132.htm EX-13.2] [April 26, 2013 Matter No.: 878118 Doc Ref: 3028192 +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 (Cayman) Limited EX-15.1 8 d465806dex151.htm EX-15.1] [YY INC. April 26, 2013 Building 3-08 Yangcheng Creative Industry Zone No.309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 P.R.C Dear Sirs/Madam “As advised by our PRC counsel, Zhong Lun Law Firm, the contractual arrangements among Beijing Huanju Shidai and Beijing Tuda and its shareholders and the contractual arrangements among Beijing Huanju Shidai and Guangzhou Huaduo and its shareholders, governed] [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 26, 2013, relating to the consolidated financial statements, which appears in this Form 20-F. Shanghai, the People’s Republic of China April 26, 2013 EX-15.3 10 d465806dex153.htm EX-15.3]

By | 2016-03-01T21:01:56+00:00 April 26th, 2013|Categories: Chinese Stocks, Webplus ver, YY|Tags: , , , , , |0 Comments
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YOKU [YOUKU TUDOU] 20-F: (Original Filing)

[FORM 20-F (Mark One) o OR x OR o OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . For the transition period from to Youku Tudou Inc. N/A Cayman Islands (Jurisdiction of incorporation or organization) 11/F, SinoSteel Plaza 8 Haidian] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. PARTY A: Legal Address: Section A and C, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (2) 1VERGE INFORMATION TECHNOLOGY (BEIJING) CO., LTD. PARTY B: Legal Address:] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. Registered Address: Sections A and C, 5/F, SinoSteel Plaza, No. 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo and (2) PLEDGOR: Qin Qiong ID Card No: 310108197109214485 Address: Room 702, No 2, Lane 1220,] [POWER OF ATTORNEY PRC I, Qin Qiong, citizen of the People’s Republic of China (the “ Authorizee POA” “ Beijing 1Verge InfoTech Operations Agreement 1Verge Information Technology (Beijing) Co., Ltd.. (“ I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders’ meetings of Beijing 1Verge InfoTech and exercise the full voting rights as its shareholder] [EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT Agreement PRC This Exclusive Technical and Consulting Services Agreement (this “ (1) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., PARTY A: LTD Legal Address: Section A and C, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (2) 1VERGE INFORMATION TECHNOLOGY (BEIJING) CO., LTD. PARTY B: Legal Address:] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) YOUKU TUDOU INC. (“YOUKU Cayman”) (2) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. 1Verge Internet (“ (3) Qin Qiong Grantor , a PRC citizen whose PRC identification number is 310108197109214485, and whose residential address is Room 702, No 2, Lane 1220, Jiangning Road, Putuo District, Shanghai, China (“ (4)] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this “ November 21, 2012 by and among the following parties : (1) PARTY A: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. (“Lender”) Legal Address: Section A and C, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo and (2) Qin Qiong Borrower (“ ID Card] [Supplementary Agreement among 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD and Qin Qiong and Liu Dele November 21, 2012 Supplementary Agreement THIS 2012 in Beijing PRC Agreement , People’s Republic of China ( among (1) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. (Party A) Registered Address: Section D, 5/F, Sinosteel Plaza, No. 8 Haidian Street, Haidian District, Beijing, PRC; Legal Representative: Victor] [Assignment Agreement Assignment Agreement Agreement This , 2012 in Beijing, PRC. by and among (1) Qin Qiong , a PRC citizen, holder of identification card number 310108197109214485 , whose address is Room 702, No 2, Lane 1220, Jiangning Road, Putuo District, Shanghai , China Party A ( and (2) Liu Dele , a PRC citizen, holder of identification card number] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) PARTY A: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. Legal Address: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (2) PARTY B: ZHEJIANG DONGYANG TIANSHI MEDIA LIMITED. Legal Address: C3-015-A, Hengdian Television] [POWER OF ATTORNEY PRC I, LU Wen, a citizen of the People’s Republic of China (the “ Authorizee “ to the extent permitted by the PRC Law, as my sole attorney to singly exercise, in the manner as approved by Youku Tudou Inc., Dongyang Tianshi 1Verge Information , Operations Agreement I confirm and acknowledge that I authori zed and designated] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) Youku Tudou Inc, (Youku Cayman) a Cayman Islands exempted company (2) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. 1Verge Internet (“ Legal Address: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (3) LU WEN , a PRC citizen] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) PARTY A: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High technology Zone, Shanghai, PRC. Legal Representative: YU Bin (2) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD PARTY] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Registered Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC. Legal Representative: Yu Bin and (2) PLEDGOR: Yu Zhou ID Card No: 370203197209032018 Address: Room B-304, No.6 Pikuhutong, Xicheng District, Beijing,] [POWER OF ATTORNEY PRC I, Yu Zhou, citizen of the People’s Republic of China (the “ any individual WFOE appointed, in writing, by Reshuffle Technology (Shanghai) Co., Ltd. ( Authorizee (“ , in the manner as approved by Youku Tudou Inc., POA” the following powers and rights during the term of this Power of Attorney (“ Shanghai Quan Toodou Operations] [EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT Agreement PRC This Exclusive Technical and Consulting Services Agreement (this “ (1) PARTY A: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC. Legal Representative: Yu Bin (2) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD PARTY B:] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) YOUKU TUDOU INC. (“YOUKU Cayman”) (2) RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD. WFOE (“ (3) Yu Zhou Grantor , a PRC citizen whose PRC identification number is 370203197209032018, and whose residential address is Room B-304, No.6 Pikuhutong, Xicheng District, Beijing, China (“ (4) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this “ January 28, 2013 by and among the following parties : (1) RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD PARTY A: (“Lender”) Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC Legal Representative: Wang Wei and (2) Yu Zhou Borrower (“ ID Card No:] [Zhou Yu and Ye Yuan and Reshuffle Technology (Shanghai) Co., Ltd. Equity Interest Pledge Agreement in respect of Beijing Tixian Digital Technology Co., Ltd. February 15, 2012 EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC THIS EQUITY INTEREST PLEDGE AGREEMENT (hereinafter, this “ (1) Zhou Yu Identity Card No.: 370203197209032018 (2) Ye Yuan Identity Card No.: 210102197303121811 Pledgors (Zhou Yu and Ye] [Reshuffle Technology (Shanghai) Co., Ltd. and Beijing Tixian Digital Technology Co., Ltd. and Zhou Yu and Ye Yuan Proxy Agreement in respect of Beijing Tixian Digital Technology Co., Ltd. February 15, 2012 PROXY AGREEMENT this Agreement PRC THIS PROXY AGREEMENT (“ (1) Reshuffle Technology (Shanghai) Co., Ltd. (the “WFOE”) Registered Address: Room 22301-1007, Building 14, Pudong Software Park, No.498 Guoshoujing] [Between Beijing Tixian Digital Technology Co., Ltd. and Reshuffle Technology (Shanghai) Co., Ltd. EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT Dated February 15, 2012 EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT “this Agreement” “PRC” THIS EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT ( (1) Beijing Tixian Digital Technology Co., Ltd. Party A , a limited liability company duly organized and validly existing under] [Zhou Yu and Ye Yuan and Beijing Tixian Digital Technology Co., Ltd. and Reshuffle Technology (Shanghai) Co., Ltd. Equity Option Agreement in respect of Beijing Tixian Digital Technology Co., Ltd. February 15, 2012 EQUITY OPTION AGREEMENT this Agreement PRC THIS EQUITY OPTION AGREEMENT (“ (1) Zhou Yu Identity Card No.: 370203197209032018 (2) Ye Yuan Identity Card No.: 210102197303121811 Existing Shareholders] [Zhou Yu and Ye Yuan and Reshuffle Technology (Shanghai) Co., Ltd. Loan Agreement December 1, 2011 LOAN AGREEMENT “this Agreement” THIS LOAN AGREEMENT (hereinafter, 1. Zhou Yu , a PRC citizen (identity card number: 370203197209032018) 2. Ye Yuan , a PRC citizen (identity card number: 210102197303121811) Borrowers (Zhou Yu and Ye Yuan are hereinafter collectively referred to as the “] [Youku Tudou Inc. List of Significant Consolidated Entities Significant Subsidiaries 1Verge Internet Technology (Beijing) Co., Ltd., a PRC company Jet Brilliant Limited, a Hong Kong company Beiijng Jet Brilliant Advertising Co., Ltd., a PRC company Youku Video (Xi’an) Media Technology Co., Ltd., a PRC company Trade Lead Investments Ltd., a British Virgin Islands company Tudou Holdings Limited, a Cayman Islands] [Certification by the Chief Executive Officer I, Victor Wing Cheung Koo, certify that: 1. I have reviewed this annual report on Form 20-F of Youku Tudou 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] [Certification by the Chief Financial Officer I, Michael Ge Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Youku Tudou 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] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 26, 2013 Victor Wing Cheung Koo Chief Executive Officer EX-13.1 27 a13-8872_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 26, 2013 Michael Ge Xu Chief Financial Officer EX-13.2 28 a13-8872_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Beijing, People’s Republic of China April 26, 2013 EX-15.1 29 a13-8872_1ex15d1.htm EX-15.1] [25 April 2013 Youku Tudou Inc. 8 Haidian Street, Haidian District Beijing 100080 Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers TransAsia Lawyers EX-15.2 30 a13-8872_1ex15d2.htm EX-15.2]

By | 2016-03-29T13:06:36+00:00 April 26th, 2013|Categories: Chinese Stocks, SEC Original, YOKU|Tags: , , , , , |0 Comments
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ZNH [CHINA SOUTHERN AIRLINES CO] 20-F: (Original Filing)

[Title of each class Name of each exchange on which registered Ordinary H Shares of par value RMB1.00 per share represented by American Depositary Receipts 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: 7,022,650,000 A Shares of] [] [PURCHASE AGREEMENT NUMBER PA-03757 between THE BOEING COMPANY and XIAMEN AIRLINES Relating to Boeing Model 737-800 Aircraft XIA-PA-03757-EXA PA Page 1 BOEING PROPRIETARY TABLE OF CONTENTS ARTICLES Article 1. Quantity, Model and Description 3 Article 2. Delivery Schedule 3 Article 3. Price 3 Article 4. Payment 3 Article 5. Additional Terms 4 TABLE 1. Aircraft Information Table 1 A. Aircraft] [A330-300 AIRCRAFT PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S (the “Seller”) AND CHINA SOUTHERN AIRLINES COMPANY LIMITED (the “Buyer”) AND CHINA SOUTHERN AIRLINES GROUP IMPORT AND EXPORT TRADING CORP., LTD. (the “Consenting Party”) Buyer's reference: 11SIES2015FR Seller's reference: CT1102624 *** This information is subject to confidential treatment and has been omitted and filled separately with the Commission PA A330 CSN 2011 Page] [Land Lease Contract Chapter 1 General Provisions Article 1 Parties of this contract: Lessor: China Southern Air Holding Company (hereafter named “Party A” ) Legal address: Guangzhou Baiyun International Airport Postal code: 510406 Lessee: China Southern Airlines Company Limited (hereafter named “Party B” ) Legal address: Guangzhou Baiyun International Airport Postal code: 510406 Chapter 2 Size, Term and Usage of] [Asset Lease Agreement ● This agreement was entered into in Guangzhou between parties as follows on Party A: China Southern Air Holding Company (the “Lessor”) At: Legal representative: Party B: China Southern Airlines Company Limited (the “Lessee”) At: Legal representative: Whereas, there are development needs of Party B, the parties hereto agree, after amicable consultations, on matters relating to leasing] [Tenancy Contract Party A (Lessor): China Southern Air Holding Company Party B (Lessee) : China Southern Airlines Company Limited Given the properties owned by China Southern Air Holding Company and its wholly owned subsidiaries in various cities in China, China Southern Airlines Company Limited agreed to rent some of which as office premises. Upon negotiation by both parties, China Southern] [Lease Agreement of Nanyang Base Assets This agreement was entered into in Guangzhou between parties as follows on 24 January 2013: Party A: China Southern Air Holding Company (the “Lessor”) At: Legal representative: Party B: China Southern Airlines Company Limited (the “Lessee”) At: Legal representative: Whereas, there are development needs of Party B, the parties hereto agree, after amicable consultations,] [Subscription Agreement in relation to the subscription of shares of non-public A The Subscription Agreement (hereinafter referred to as the“Agreement”) was entered into between the following parties on 11 June 2012 in Guangzhou, Guangdong Province, PRC: Party A: China Southern Airlines Company Limited Address: Guangzhou Economic and Technological Development Zone, Guangdong Province, China Legal representative: Si Xian Min Party B:] [Supplemental agreement to the financial service framework agreement This supplemental agreement was entered into in Guangzhou between parties as follows on 16 March 2013: China Southern Airlines Company Limited (hereinafter referred to as “Party A”) At: 278 Airport Road, Guangzhou Legal representative: Si Xian Min Southern Airlines Group Finance Company Limited (hereinafter referred to as “Party B”) At: 17 South] [SUBSIDIARIES OF CHINA SOUTHERN AIRLINES COMPANY LIMITED The particulars of the Company’s principal subsidiaries as of December 31, 2012 are as follows: Name of Company Jurisdiction of Shantou Airlines Company Limited PRC Zhuhai Airlines Company Limited PRC Xiamen Airlines Company Limited PRC Guizhou Airlines Company Limited PRC Chongqing Airlines Company Limited PRC Guangzhou Nanland Air Catering Company Limited PRC Guangzhou] [CERTIFICATION I, Tan Wan Geng, certify that: 1. I have reviewed this annual report on Form 20-F of China Southern Airlines Company 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] [CERTIFICATION I, Xu Jie Bo, certify that: 1. I have reviewed this annual report on Form 20-F of China Southern Airlines Company 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] [CERTIFICATION 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CERTIFICATION 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [April 26, 2013 100 F. Street N.E. Ladies and Gentlemen: We were previously principal accountants for China Southern Airlines Company Limited and, under the date of March 26, 2013, we reported on the consolidated financial statements of China Southern Airlines Company Limited as of and for the years ended December 31, 2011 and 2012 and the effectiveness of China Southern]

By | 2016-04-02T08:26:44+00:00 April 26th, 2013|Categories: Chinese Stocks, SEC Original, ZNH|Tags: , , , , , |0 Comments
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YOKU [YOUKU TUDOU] 20-F: FORM 20-F (Mark One) o OR x OR

[FORM 20-F (Mark One) o OR x OR o OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . For the transition period from to Youku Tudou Inc. N/A Cayman Islands (Jurisdiction of incorporation or organization) 11/F, SinoSteel Plaza 8 Haidian] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. PARTY A: Legal Address: Section A and C, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (2) 1VERGE INFORMATION TECHNOLOGY (BEIJING) CO., LTD. PARTY B: Legal Address:] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. Registered Address: Sections A and C, 5/F, SinoSteel Plaza, No. 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo and (2) PLEDGOR: Qin Qiong ID Card No: 310108197109214485 Address: Room 702, No 2, Lane 1220,] [POWER OF ATTORNEY PRC I, Qin Qiong, citizen of the People’s Republic of China (the “ Authorizee POA” “ Beijing 1Verge InfoTech Operations Agreement 1Verge Information Technology (Beijing) Co., Ltd.. (“ I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders’ meetings of Beijing 1Verge InfoTech and exercise the full voting rights as its shareholder] [EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT Agreement PRC This Exclusive Technical and Consulting Services Agreement (this “ (1) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., PARTY A: LTD Legal Address: Section A and C, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (2) 1VERGE INFORMATION TECHNOLOGY (BEIJING) CO., LTD. PARTY B: Legal Address:] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) YOUKU TUDOU INC. (“YOUKU Cayman”) (2) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. 1Verge Internet (“ (3) Qin Qiong Grantor , a PRC citizen whose PRC identification number is 310108197109214485, and whose residential address is Room 702, No 2, Lane 1220, Jiangning Road, Putuo District, Shanghai, China (“ (4)] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this “ November 21, 2012 by and among the following parties : (1) PARTY A: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. (“Lender”) Legal Address: Section A and C, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo and (2) Qin Qiong Borrower (“ ID Card] [Supplementary Agreement among 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD and Qin Qiong and Liu Dele November 21, 2012 Supplementary Agreement THIS 2012 in Beijing PRC Agreement , People’s Republic of China ( among (1) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. (Party A) Registered Address: Section D, 5/F, Sinosteel Plaza, No. 8 Haidian Street, Haidian District, Beijing, PRC; Legal Representative: Victor] [Assignment Agreement Assignment Agreement Agreement This , 2012 in Beijing, PRC. by and among (1) Qin Qiong , a PRC citizen, holder of identification card number 310108197109214485 , whose address is Room 702, No 2, Lane 1220, Jiangning Road, Putuo District, Shanghai , China Party A ( and (2) Liu Dele , a PRC citizen, holder of identification card number] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) PARTY A: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. Legal Address: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (2) PARTY B: ZHEJIANG DONGYANG TIANSHI MEDIA LIMITED. Legal Address: C3-015-A, Hengdian Television] [POWER OF ATTORNEY PRC I, LU Wen, a citizen of the People’s Republic of China (the “ Authorizee “ to the extent permitted by the PRC Law, as my sole attorney to singly exercise, in the manner as approved by Youku Tudou Inc., Dongyang Tianshi 1Verge Information , Operations Agreement I confirm and acknowledge that I authori zed and designated] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) Youku Tudou Inc, (Youku Cayman) a Cayman Islands exempted company (2) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. 1Verge Internet (“ Legal Address: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (3) LU WEN , a PRC citizen] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) PARTY A: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High technology Zone, Shanghai, PRC. Legal Representative: YU Bin (2) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD PARTY] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Registered Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC. Legal Representative: Yu Bin and (2) PLEDGOR: Yu Zhou ID Card No: 370203197209032018 Address: Room B-304, No.6 Pikuhutong, Xicheng District, Beijing,] [POWER OF ATTORNEY PRC I, Yu Zhou, citizen of the People’s Republic of China (the “ any individual WFOE appointed, in writing, by Reshuffle Technology (Shanghai) Co., Ltd. ( Authorizee (“ , in the manner as approved by Youku Tudou Inc., POA” the following powers and rights during the term of this Power of Attorney (“ Shanghai Quan Toodou Operations] [EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT Agreement PRC This Exclusive Technical and Consulting Services Agreement (this “ (1) PARTY A: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC. Legal Representative: Yu Bin (2) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD PARTY B:] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) YOUKU TUDOU INC. (“YOUKU Cayman”) (2) RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD. WFOE (“ (3) Yu Zhou Grantor , a PRC citizen whose PRC identification number is 370203197209032018, and whose residential address is Room B-304, No.6 Pikuhutong, Xicheng District, Beijing, China (“ (4) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this “ January 28, 2013 by and among the following parties : (1) RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD PARTY A: (“Lender”) Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC Legal Representative: Wang Wei and (2) Yu Zhou Borrower (“ ID Card No:] [Zhou Yu and Ye Yuan and Reshuffle Technology (Shanghai) Co., Ltd. Equity Interest Pledge Agreement in respect of Beijing Tixian Digital Technology Co., Ltd. February 15, 2012 EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC THIS EQUITY INTEREST PLEDGE AGREEMENT (hereinafter, this “ (1) Zhou Yu Identity Card No.: 370203197209032018 (2) Ye Yuan Identity Card No.: 210102197303121811 Pledgors (Zhou Yu and Ye] [Reshuffle Technology (Shanghai) Co., Ltd. and Beijing Tixian Digital Technology Co., Ltd. and Zhou Yu and Ye Yuan Proxy Agreement in respect of Beijing Tixian Digital Technology Co., Ltd. February 15, 2012 PROXY AGREEMENT this Agreement PRC THIS PROXY AGREEMENT (“ (1) Reshuffle Technology (Shanghai) Co., Ltd. (the “WFOE”) Registered Address: Room 22301-1007, Building 14, Pudong Software Park, No.498 Guoshoujing] [Between Beijing Tixian Digital Technology Co., Ltd. and Reshuffle Technology (Shanghai) Co., Ltd. EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT Dated February 15, 2012 EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT “this Agreement” “PRC” THIS EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT ( (1) Beijing Tixian Digital Technology Co., Ltd. Party A , a limited liability company duly organized and validly existing under] [Zhou Yu and Ye Yuan and Beijing Tixian Digital Technology Co., Ltd. and Reshuffle Technology (Shanghai) Co., Ltd. Equity Option Agreement in respect of Beijing Tixian Digital Technology Co., Ltd. February 15, 2012 EQUITY OPTION AGREEMENT this Agreement PRC THIS EQUITY OPTION AGREEMENT (“ (1) Zhou Yu Identity Card No.: 370203197209032018 (2) Ye Yuan Identity Card No.: 210102197303121811 Existing Shareholders] [Zhou Yu and Ye Yuan and Reshuffle Technology (Shanghai) Co., Ltd. Loan Agreement December 1, 2011 LOAN AGREEMENT “this Agreement” THIS LOAN AGREEMENT (hereinafter, 1. Zhou Yu , a PRC citizen (identity card number: 370203197209032018) 2. Ye Yuan , a PRC citizen (identity card number: 210102197303121811) Borrowers (Zhou Yu and Ye Yuan are hereinafter collectively referred to as the “] [Youku Tudou Inc. List of Significant Consolidated Entities Significant Subsidiaries 1Verge Internet Technology (Beijing) Co., Ltd., a PRC company Jet Brilliant Limited, a Hong Kong company Beiijng Jet Brilliant Advertising Co., Ltd., a PRC company Youku Video (Xi’an) Media Technology Co., Ltd., a PRC company Trade Lead Investments Ltd., a British Virgin Islands company Tudou Holdings Limited, a Cayman Islands] [Certification by the Chief Executive Officer I, Victor Wing Cheung Koo, certify that: 1. I have reviewed this annual report on Form 20-F of Youku Tudou 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] [Certification by the Chief Financial Officer I, Michael Ge Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Youku Tudou 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] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 26, 2013 Victor Wing Cheung Koo Chief Executive Officer EX-13.1 27 a13-8872_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 26, 2013 Michael Ge Xu Chief Financial Officer EX-13.2 28 a13-8872_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Beijing, People’s Republic of China April 26, 2013 EX-15.1 29 a13-8872_1ex15d1.htm EX-15.1] [25 April 2013 Youku Tudou Inc. 8 Haidian Street, Haidian District Beijing 100080 Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers TransAsia Lawyers EX-15.2 30 a13-8872_1ex15d2.htm EX-15.2]

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