XUE [Xueda Education] 20-F: None Indicate the number of outstanding shares of

[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: 130,377,436 Ordinary Shares o Yes x No o Yes x No x Yes o No x Yes o No Large accelerated filer o Accelerated filer x Non-accelerated filer o U.S.] [FIRSTLEAP EDUCATION SERIES A PREFERRED SHARES PURCHASE AGREEMENT July 9 , 20 12 TABLE OF CONTENTS Page 1. DEFINITIONS 2 1.1 Certain Defined Terms 2 1.2 Interpretation and Rules of Construction 7 2. SALE AND PURCHASE, CLOSING 8 2.1 Authorization 8 2.2 Agreement to Purchase and S a l e 8 2.3 Closing 8 2.4 Closing Deliverables] [Entrusted Loan Agreement Serial No.: 2012 Wei Dai Zi No. 036 Entrustor : Beijing Xueda Information Technology Co., Ltd. Address: Room 9506-9508, Building 3, Area 1, 19 Xinjiekouwai Avenue, Haidian District, Beijing Legal Representative: Li Rubin Telephone: 64278899 Entrustee : Bank of Beijing Co., Ltd., Shuangyushu Sub-branch Address: Jia 22 Shuangyushu Dongli, Haidian District, Beijing Manager: Wang Yi Telephone: 82116611] [Entrusted Loan Agreement Serial No.: 2012 Wei Dai Zi No. 116 Entrustor : Beijing Xueda Information Technology Co., Ltd. Address: No.4 Xibahebeili, Chaoyang District, Beijing Legal Representative: Li Rubin Telephone: 64278899 Entrustee : Bank of Beijing Co., Ltd., Shuangyushu Sub-branch Address: Jia 22 Shuangyushu Dongli, Haidian District, Beijing Manager: Wang Yi Telephone: 82116611 Borrower : Beijing Lebai Education Consulting Co.,] [Certification by the Chief Executive Officer I, Xin Jin, certify that: 1. I have reviewed this annual report on Form 20-F of Xueda Education Group; 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] [Certification by the Chief Financial Officer I, Christine Lu-Wong, certify that: 1. I have reviewed this annual report on Form 20-F of Xueda Education Group; 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] [Certification by the Chief Executive Officer (a) (b) 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 7 a13-6623_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (a) (b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 8 a13-6623_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-171434 on Form S-8 of our reports dated April 3, 2013, relating to the consolidated financial statements of Xueda Education Group, its subsidiaries, its variable interest entity (the “VIE”) and its VIE’s subsidiaries (collectively, the “Group”) (which report expresses an unqualified]

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XNY [China Xiniya Fashion] 20-F:

[] [Executed Copy Trademark License Agreement Party A: Fujian Xiniya Garments and Weaving Co., Ltd.( 福建希尼亚服装织造有限公司 ) Party B: Guangzhou Shuochen Apparels Development Co., Ltd. （广州市硕晨服饰发展有限公 司） Legal Representative: Wang Chuiyi Party C: Wang Chuiyi (ID Card No.: 350582197908205537) Whereas: 1. Party A owns the registered trademarks “XINIYA” and “ 希尼亚 ”; and Article 1 License 1.1 Party A shall grant] [LIST OF SUBSIDIARIES • Fujian Xiniya Garments and Weaving Co., Ltd., incorporated in the People’s Republic of China • Xiamen Xiniya Enterprise Management Consulting Co., Ltd., incorporated in the People’s Republic of China • Xiniya (China) Company Limited, incorporated in the People’s Republic of China • Xiniya Holdings Limited, incorporated in Hong Kong S.A.R.] [CERTIFICATION I, Qiming Xu, certify that: 1. I have reviewed this annual report on Form 20-F of China Xiniya Fashion 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, Chee Jiong Ng, certify that: 1. I have reviewed this annual report on Form 20-F of China Xiniya Fashion 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] [CERTIFICATION (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CERTIFICATION (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.]

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SFUN [SouFun] 20-F: (Original Filing)

[INTRODUCTION 1 3 PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4 ITEM 3. KEY INFORMATION 4 ITEM 4A. UNRESOLVED STAFF COMMENTS 45 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 45 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 63 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 73] [SCHEDULE OF LOAN AGREEMENTS BETWEEN AND AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED AND SHAREHOLDERS OF A CONSOLIDATED CONTROLLED ENTITY Date of Agreement Lender Borrower Consolidated Borrower’s interest in Consolidated Amount of Loan Date of Provision of Loan Term (Years) 1. November 24, 2006 Beijing SouFun Network Technology Co., Ltd. Tianquan Shanghai 80 % RMB400,000 November 24, 10] [SCHEDULE OF EQUITY PLEDGE AGREEMENTS AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED AND SHAREHOLDERS OF A CONSOLIDATED CONTROLLED ENTITY Date of Agreement Pledgee Pledgor Consolidated Entity Pledgor’s Date of Service Agreement End Date of 1. March 25, 2010 (retroactive to December 12, 2006) Beijing Tianquan Shanghai 80 % December 12, March 31, Jiangong 20 %] [SCHEDULE OF SHAREHOLDERS’ PROXY AGREEMENTS AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED, A CONSOLIDATED CONTROLLED ENTITY AND SHAREHOLDERS OF THE CONSOLIDATED CONTROLLED ENTITY Date of Agreement Subsidiary of SouFun Holdings Limited Shareholders of Controlled Entity Consolidated Controlled 1. December 12, 2006 Beijing SouFun Network Technology Co., Ltd. Tianquan Mo Shanghai China Index Consultancy Co., Ltd. Jiangong Dai 2. December] [SCHEDULE OF OPERATING AGREEMENTS AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDING LIMITED, A CONSOLIDATED CONTROLLED ENTITY AND SHAREHOLDERS OF THE CONSOLIDATED CONTROLLED ENTITY Date of Agreement Subsidiary of SouFun Shareholder of Entity Consolidated Entity Shareholder’s 1. December 12, 2006 Beijing SouFun Network Technology Co., Ltd. Tianquan Mo Shanghai China Index Consultancy Co., Ltd. 80 % Jiangong Dai 20 % 2.] [SCHEDULE OF EXCLUSIVE TECHNICAL CONSULTANCY AND SERVICES AGREEMENTS BETWEEN CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED AND A CONSOLIDATED CONTROLLED ENTITY Date of Party A Party B Shareholders of Party B Services provided by Party A 1. December 12, Beijing Shanghai Tianquan Mo a. Provision of information of potential advertisers; b. Provision of information database support and software products for] [SCHEDULE OF EXCLUSIVE CALL OPTION AGREEMENTS AMONG SOUFUN, SHAREHOLDERS OF A CONSOLIDATED CONTROLLED ENTITY, THE CONSOLIDATED CONTROLLED ENTITY AND CERTAIN PRC SUBSIDIARIES OF SOUFUN HOLDINGS LIMITED Date of Agreement Part A Party B Party C Party B’s Party D Date of Loan Agreement Date of Service Date of Equity Pledge 1. December 12, 2006 SouFun Holdings Limited Tianquan Mo Shanghai] [SCHEDULE OF AMENDMENT AGREEMENTS RELATING TO EXCLUSIVE TECHNICAL CONSULTANCY AND SERVICES AGREEMENT, EXCLUSIVE CALL OPTION AGREEMENT, OPERATING AGREEMENT AND OTHER AGREEMENTS AMONG CERTAIN PRC SUBSIDIARIES OF SOUFUN HOLDINGS LIMITED, A CONSOLIDATED CONTROLLED ENTITY, SHAREHOLDERS OF THE CONSOLIDATED CONTROLLED ENTITY AND SOUFUN HOLDINGS LIMITED Date of Agreement Retroactive Effective Date Subsidiary of SouFun Holdings Limited Shareholders of Consolidated Controlled Entity Consolidated] [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION AGREEMENT Party A SouFun Holdings Limited (1) Party B-I Beijing Jia Tian Xia Advertising Co., Ltd. PRC (2) Party B-II Beijing SouFun Internet Information Service Co., Ltd. (3) Party C Beijing China Index Information Co., Ltd. (4) Party D Beijing SouFun Network Technology Co., Ltd. (5) Party B Party Parties Party B-I and Party] [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION AGREEMENT Party A SouFun Holdings Limited (1) Party B-I Beijing Jia Tian Xia Advertising Co., Ltd. PRC (2) Party B-II Beijing SouFun Internet Information Service Co., Ltd. (3) Party C Shanghai Jia Biao Tang Real Estate Broking Co., Ltd. (4) Party D Beijing SouFun Network Technology Co., Ltd. (5) Party B Party Parties Party] [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION AGREEMENT Party A SouFun Holdings Limited (1) Party B-I Mo Tianquan (2) Party B-II Dai Jiangong (3) Party C Beijing Yi Ran Ju Ke Technology Development Co., Ltd. PRC (4) Party D SouFun Media Technology (Beijing) Co., Ltd. (5) Party B Party Parties Party B-I and Party B-II shall be collectively referred to “] [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION AGREEMENT Party A SouFun Holdings Limited (1) Party B-I Mo Tianquan (2) Party B-II Dai Jiangong (3) Party C Beijing SouFun Internet Information Service Co., Ltd. PRC (4) Party D Beijing SouFun Network Technology Co., Ltd. (5) Party B Party Parties Party B-I and Party B-II shall be collectively referred to “ Original Agreement] [EQUITY TRANSFER AGREEMENT Agreement THIS EQUITY TRANSFER AGREEMENT (this “ Seller Party A (the “ Address: F28-29, Plaza A, BaoAn Square, 1002 Sungang East Road, Luohu District, Shenzhen Legal Representative: Chen Zhengli Seller Party B (the “ Address: Room 411, New East Ocean Center, 9 Science Museum Road, Kowloon, Hong Kong Legal Representative: Zeng Guangsheng Seller Party C (the “] [SUPPLEMENTAL AGREEMENT Agreement THIS SUPPLEMENTAL AGREEMENT (this “ Seller Party A (the “ Address: 28-29 Floor, Plaza A, BaoAn Square, 1002 Sungang East Road, Luohu District, Shenzhen city Legal Representative: Chen Zhengli Seller Party B (the “ Address: Room 411, New East Ocean Center, 9 Science Museum Road, Kowloon, Hong Kong Legal Representative: Zeng Guangsheng Seller Party C (the “] [THREE-PARTY SUPPLEMENTAL AGREEMENT Agreement THIS THREE-PARTY SUPPLEMENTAL AGREEMENT (this “ Party One: CHINA BAOAN GROUP CO., LTD. Legal Representative: Chen Zhengli Party Two: HENG FUNG INTERNATIONAL INVESTMENT CO., LTD. Legal Representative: Zeng Guangsheng Party Three: HENGAN PROPERTY DEVELOPMENT (SHENZHEN) LTD. Legal Representative: Chen Taiquan Party Four: SHENZHEN HENGJI PROPERTY MANAGEMENT CO., LTD. Legal Representative: Chen Lizhu Party A (Collectively, “] [List of Subsidiaries and Consolidated Affiliated Entities SouFun Holdings Limited has PRC subsidiaries as follows: • Beijing SouFun Network Technology Co., Ltd., or SouFun Network, • Beijing Zhong Zhi Shi Zheng Information Technology Co., Ltd., or Beijing Zhong Zhi Shi Zheng, • Shanghai SouFun Information Co., Ltd., or SouFun Shanghai, • SouFun Information (Shenzhen) Co., Ltd., or SouFun Shenzhen, •] [CERTIFICATION I, Richard Jiangong Dai, certify that: 1. I have reviewed this annual report on Form 20-F of SouFun 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] [CERTIFICATION I, Lanying Guan, certify that: 1. I have reviewed this annual report on Form 20-F of SouFun 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] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Richard Jiangong Dai Chief Executive Officer EX-13.1 19 d440355dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Lanying Guan Chief Financial Officer EX-13.2 20 d440355dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)] [April 3, 2013 SouFun Holdings Limited F9M, Building 5, Zone E, Hanwei International Plaza Fengmao South Road Fengtai District, Beijing 100070 The People’s Republic of China Dear Sirs, Yours faithfully, Jingtian & Gongcheng EX-15.1 21 d440355dex151.htm CONSENT OF JINGTIAN & GONGCHENG] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-173157) pertaining to the Stock Related Award Incentive Plan of 1999 and the 2010 Stock Incentive Plan of SouFun Holdings Limited, and (2) Registration Statement (Amendment No. 2 to Form F-3 No. 333-181407) of SouFun]

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SFUN [SouFun] 20-F: INTRODUCTION 1 3 PART I ITEM 1. IDENTITY

[INTRODUCTION 1 3 PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4 ITEM 3. KEY INFORMATION 4 ITEM 4A. UNRESOLVED STAFF COMMENTS 45 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 45 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 63 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 73] [SCHEDULE OF LOAN AGREEMENTS BETWEEN AND AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED AND SHAREHOLDERS OF A CONSOLIDATED CONTROLLED ENTITY Date of Agreement Lender Borrower Consolidated Borrower’s interest in Consolidated Amount of Loan Date of Provision of Loan Term (Years) 1. November 24, 2006 Beijing SouFun Network Technology Co., Ltd. Tianquan Shanghai 80 % RMB400,000 November 24, 10] [SCHEDULE OF EQUITY PLEDGE AGREEMENTS AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED AND SHAREHOLDERS OF A CONSOLIDATED CONTROLLED ENTITY Date of Agreement Pledgee Pledgor Consolidated Entity Pledgor’s Date of Service Agreement End Date of 1. March 25, 2010 (retroactive to December 12, 2006) Beijing Tianquan Shanghai 80 % December 12, March 31, Jiangong 20 %] [SCHEDULE OF SHAREHOLDERS’ PROXY AGREEMENTS AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED, A CONSOLIDATED CONTROLLED ENTITY AND SHAREHOLDERS OF THE CONSOLIDATED CONTROLLED ENTITY Date of Agreement Subsidiary of SouFun Holdings Limited Shareholders of Controlled Entity Consolidated Controlled 1. December 12, 2006 Beijing SouFun Network Technology Co., Ltd. Tianquan Mo Shanghai China Index Consultancy Co., Ltd. Jiangong Dai 2. December] [SCHEDULE OF OPERATING AGREEMENTS AMONG CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDING LIMITED, A CONSOLIDATED CONTROLLED ENTITY AND SHAREHOLDERS OF THE CONSOLIDATED CONTROLLED ENTITY Date of Agreement Subsidiary of SouFun Shareholder of Entity Consolidated Entity Shareholder’s 1. December 12, 2006 Beijing SouFun Network Technology Co., Ltd. Tianquan Mo Shanghai China Index Consultancy Co., Ltd. 80 % Jiangong Dai 20 % 2.] [SCHEDULE OF EXCLUSIVE TECHNICAL CONSULTANCY AND SERVICES AGREEMENTS BETWEEN CERTAIN PRC SUBSIDIARY OF SOUFUN HOLDINGS LIMITED AND A CONSOLIDATED CONTROLLED ENTITY Date of Party A Party B Shareholders of Party B Services provided by Party A 1. December 12, Beijing Shanghai Tianquan Mo a. Provision of information of potential advertisers; b. Provision of information database support and software products for] [SCHEDULE OF EXCLUSIVE CALL OPTION AGREEMENTS AMONG SOUFUN, SHAREHOLDERS OF A CONSOLIDATED CONTROLLED ENTITY, THE CONSOLIDATED CONTROLLED ENTITY AND CERTAIN PRC SUBSIDIARIES OF SOUFUN HOLDINGS LIMITED Date of Agreement Part A Party B Party C Party B’s Party D Date of Loan Agreement Date of Service Date of Equity Pledge 1. December 12, 2006 SouFun Holdings Limited Tianquan Mo Shanghai] [SCHEDULE OF AMENDMENT AGREEMENTS RELATING TO EXCLUSIVE TECHNICAL CONSULTANCY AND SERVICES AGREEMENT, EXCLUSIVE CALL OPTION AGREEMENT, OPERATING AGREEMENT AND OTHER AGREEMENTS AMONG CERTAIN PRC SUBSIDIARIES OF SOUFUN HOLDINGS LIMITED, A CONSOLIDATED CONTROLLED ENTITY, SHAREHOLDERS OF THE CONSOLIDATED CONTROLLED ENTITY AND SOUFUN HOLDINGS LIMITED Date of Agreement Retroactive Effective Date Subsidiary of SouFun Holdings Limited Shareholders of Consolidated Controlled Entity Consolidated] [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION AGREEMENT Party A SouFun Holdings Limited (1) Party B-I Beijing Jia Tian Xia Advertising Co., Ltd. PRC (2) Party B-II Beijing SouFun Internet Information Service Co., Ltd. (3) Party C Beijing China Index Information Co., Ltd. (4) Party D Beijing SouFun Network Technology Co., Ltd. (5) Party B Party Parties Party B-I and Party] [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION AGREEMENT Party A SouFun Holdings Limited (1) Party B-I Beijing Jia Tian Xia Advertising Co., Ltd. PRC (2) Party B-II Beijing SouFun Internet Information Service Co., Ltd. (3) Party C Shanghai Jia Biao Tang Real Estate Broking Co., Ltd. (4) Party D Beijing SouFun Network Technology Co., Ltd. (5) Party B Party Parties Party] [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION AGREEMENT Party A SouFun Holdings Limited (1) Party B-I Mo Tianquan (2) Party B-II Dai Jiangong (3) Party C Beijing Yi Ran Ju Ke Technology Development Co., Ltd. PRC (4) Party D SouFun Media Technology (Beijing) Co., Ltd. (5) Party B Party Parties Party B-I and Party B-II shall be collectively referred to “] [SUPPLEMENTAL AGREEMENT TO EXCLUSIVE CALL OPTION AGREEMENT Party A SouFun Holdings Limited (1) Party B-I Mo Tianquan (2) Party B-II Dai Jiangong (3) Party C Beijing SouFun Internet Information Service Co., Ltd. PRC (4) Party D Beijing SouFun Network Technology Co., Ltd. (5) Party B Party Parties Party B-I and Party B-II shall be collectively referred to “ Original Agreement] [EQUITY TRANSFER AGREEMENT Agreement THIS EQUITY TRANSFER AGREEMENT (this “ Seller Party A (the “ Address: F28-29, Plaza A, BaoAn Square, 1002 Sungang East Road, Luohu District, Shenzhen Legal Representative: Chen Zhengli Seller Party B (the “ Address: Room 411, New East Ocean Center, 9 Science Museum Road, Kowloon, Hong Kong Legal Representative: Zeng Guangsheng Seller Party C (the “] [SUPPLEMENTAL AGREEMENT Agreement THIS SUPPLEMENTAL AGREEMENT (this “ Seller Party A (the “ Address: 28-29 Floor, Plaza A, BaoAn Square, 1002 Sungang East Road, Luohu District, Shenzhen city Legal Representative: Chen Zhengli Seller Party B (the “ Address: Room 411, New East Ocean Center, 9 Science Museum Road, Kowloon, Hong Kong Legal Representative: Zeng Guangsheng Seller Party C (the “] [THREE-PARTY SUPPLEMENTAL AGREEMENT Agreement THIS THREE-PARTY SUPPLEMENTAL AGREEMENT (this “ Party One: CHINA BAOAN GROUP CO., LTD. Legal Representative: Chen Zhengli Party Two: HENG FUNG INTERNATIONAL INVESTMENT CO., LTD. Legal Representative: Zeng Guangsheng Party Three: HENGAN PROPERTY DEVELOPMENT (SHENZHEN) LTD. Legal Representative: Chen Taiquan Party Four: SHENZHEN HENGJI PROPERTY MANAGEMENT CO., LTD. Legal Representative: Chen Lizhu Party A (Collectively, “] [List of Subsidiaries and Consolidated Affiliated Entities SouFun Holdings Limited has PRC subsidiaries as follows: • Beijing SouFun Network Technology Co., Ltd., or SouFun Network, • Beijing Zhong Zhi Shi Zheng Information Technology Co., Ltd., or Beijing Zhong Zhi Shi Zheng, • Shanghai SouFun Information Co., Ltd., or SouFun Shanghai, • SouFun Information (Shenzhen) Co., Ltd., or SouFun Shenzhen, •] [CERTIFICATION I, Richard Jiangong Dai, certify that: 1. I have reviewed this annual report on Form 20-F of SouFun 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] [CERTIFICATION I, Lanying Guan, certify that: 1. I have reviewed this annual report on Form 20-F of SouFun 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] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Richard Jiangong Dai Chief Executive Officer EX-13.1 19 d440355dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Lanying Guan Chief Financial Officer EX-13.2 20 d440355dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)] [April 3, 2013 SouFun Holdings Limited F9M, Building 5, Zone E, Hanwei International Plaza Fengmao South Road Fengtai District, Beijing 100070 The People’s Republic of China Dear Sirs, Yours faithfully, Jingtian & Gongcheng EX-15.1 21 d440355dex151.htm CONSENT OF JINGTIAN & GONGCHENG] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-173157) pertaining to the Stock Related Award Incentive Plan of 1999 and the 2010 Stock Incentive Plan of SouFun Holdings Limited, and (2) Registration Statement (Amendment No. 2 to Form F-3 No. 333-181407) of SouFun]

By | 2016-03-07T22:54:01+00:00 April 3rd, 2013|Categories: Chinese Stocks, SFUN, Webplus ver|Tags: , , , , , |0 Comments
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TSL [Trina Solar] 20-F: (Original Filing)

[FORM 20-F (Mark One) o OR x OR o For the transition period from to OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . TRINA SOLAR LIMITED N/A Cayman Islands (Jurisdiction of Incorporation or Organization) No. 2 Tian He Road] [TRINA SOLAR LIMITED SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 2.1 “ Award 2.2 “ Award Agreement 2.3 “ Board] [SUPPLEMENTARY AGREEMENT (17) TO POLYSILICON SUPPLY CONTRACT Party A’s Contract No.: TCZ-A1130-0803-CGC-120-2012-3-9 This Agreement is entered into by and between the following parties on October 26 , 2012: Buyer: Changzhou Trina Solar Energy Co., Ltd. (“Party A”) Address: No.2 Tianhe Road, Trina PV Industrial Park, Xinbei District, Changzhou, Jiangsu Seller: Changzhou GCL Photovoltaic Technology Co., Ltd. (“Party B”) Address: No.1] [SUPPLEMENTARY AGREEMENT (19) TO POLYSILICON SUPPLY CONTRACT Party A’s Contract No.: TCZ-A1130-0803-CGC-120-2013-W3 Party B’s Contract No.: SSC000119 This Agreement is entered into by and between the following parties in Changzhou, China on March 8, 2013 : Buyer: Changzhou Trina Solar Energy Co., Ltd. (“Party A”) Address: No.2 Tianhe Road, Trina PV Industrial Park, Xinbei District, Changzhou, Jiangsu Seller: Changzhou GCL] [SUPPLEMENTARY AGREEMENT (20) TO POLYSILICON SUPPLY CONTRACT Party A’s Contract No.: TCZ-A1130-0803-CGC-120-2013-S1 Party B’s Contract No.: SSC000119 This Agreement is entered into by and between the following two parties in Changzhou, China on March 8, 2013 : Party A: Changzhou Trina Solar Energy Co., Ltd. Address: No.2 Tianhe Road, Trina PV Industrial Park, Xinbei District, Changzhou, Jiangsu Party B: Jiangsu] [[Letterhead of Deloitte Touche Tohmatsu Certified Public Accountants LLP April 2, 2013 Dear Sirs/Madams: We have read Item 16F of Form 20-F of Trina Solar Limited (“Trina Solar”) for the year ended December 31, 2012, which Trina Solar expects to file on or about April 2, 2013, and have the following comments: 1. We agree with the statements made in] [As of December 31, 2012 Name of Entity Country of Incorporation Ownership Changzhou Trina Solar Energy Co., Ltd. China 100 % Top Energy International Limited Hong Kong 100 % Trina Solar Korea Limited Korea 100 % Trina Solar (Singapore) Pte. Ltd. Singapore 100 % Trina Solar (Luxembourg) Holdings S.A.R.L. Luxembourg 100 % Trina Solar (U.S.) Inc.] [CERTIFICATION I, Jifan Gao, certify that: 1. I have reviewed this annual report on Form 20-F of Trina Solar Limited. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATION I, Terry Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Trina Solar Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATION (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 10 a12-29784_1ex13d1.htm EX-13.1] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 11 a12-29784_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-160826 on Form F-3 and Nos. 333-144445 and 333-157831 on Form S-8 of our reports dated March 29, 2012, relating to the financial statements and financial statement schedule of Trina Solar Limited and subsidiaries appearing in this Annual Report on Form 20-F] [Consent of Independent Registered Public Accounting Firm The Board of Directors Trina Solar Limited: We consent to the incorporation by reference in the registration statement (Nos. 333-144445 and 333-157831) on Form S-8 and the registration statement (No. 333-160826) on Form F-3 of Trina Solar Limited of our reports dated April 2, 2013, with respect to the consolidated balance sheet of]

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TSL [Trina Solar] 20-F: FORM 20-F (Mark One) o OR x OR

[FORM 20-F (Mark One) o OR x OR o For the transition period from to OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . TRINA SOLAR LIMITED N/A Cayman Islands (Jurisdiction of Incorporation or Organization) No. 2 Tian He Road] [TRINA SOLAR LIMITED SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 2.1 “ Award 2.2 “ Award Agreement 2.3 “ Board] [SUPPLEMENTARY AGREEMENT (17) TO POLYSILICON SUPPLY CONTRACT Party A’s Contract No.: TCZ-A1130-0803-CGC-120-2012-3-9 This Agreement is entered into by and between the following parties on October 26 , 2012: Buyer: Changzhou Trina Solar Energy Co., Ltd. (“Party A”) Address: No.2 Tianhe Road, Trina PV Industrial Park, Xinbei District, Changzhou, Jiangsu Seller: Changzhou GCL Photovoltaic Technology Co., Ltd. (“Party B”) Address: No.1] [SUPPLEMENTARY AGREEMENT (19) TO POLYSILICON SUPPLY CONTRACT Party A’s Contract No.: TCZ-A1130-0803-CGC-120-2013-W3 Party B’s Contract No.: SSC000119 This Agreement is entered into by and between the following parties in Changzhou, China on March 8, 2013 : Buyer: Changzhou Trina Solar Energy Co., Ltd. (“Party A”) Address: No.2 Tianhe Road, Trina PV Industrial Park, Xinbei District, Changzhou, Jiangsu Seller: Changzhou GCL] [SUPPLEMENTARY AGREEMENT (20) TO POLYSILICON SUPPLY CONTRACT Party A’s Contract No.: TCZ-A1130-0803-CGC-120-2013-S1 Party B’s Contract No.: SSC000119 This Agreement is entered into by and between the following two parties in Changzhou, China on March 8, 2013 : Party A: Changzhou Trina Solar Energy Co., Ltd. Address: No.2 Tianhe Road, Trina PV Industrial Park, Xinbei District, Changzhou, Jiangsu Party B: Jiangsu] [[Letterhead of Deloitte Touche Tohmatsu Certified Public Accountants LLP April 2, 2013 Dear Sirs/Madams: We have read Item 16F of Form 20-F of Trina Solar Limited (“Trina Solar”) for the year ended December 31, 2012, which Trina Solar expects to file on or about April 2, 2013, and have the following comments: 1. We agree with the statements made in] [As of December 31, 2012 Name of Entity Country of Incorporation Ownership Changzhou Trina Solar Energy Co., Ltd. China 100 % Top Energy International Limited Hong Kong 100 % Trina Solar Korea Limited Korea 100 % Trina Solar (Singapore) Pte. Ltd. Singapore 100 % Trina Solar (Luxembourg) Holdings S.A.R.L. Luxembourg 100 % Trina Solar (U.S.) Inc.] [CERTIFICATION I, Jifan Gao, certify that: 1. I have reviewed this annual report on Form 20-F of Trina Solar Limited. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATION I, Terry Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Trina Solar Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATION (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 10 a12-29784_1ex13d1.htm EX-13.1] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 11 a12-29784_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-160826 on Form F-3 and Nos. 333-144445 and 333-157831 on Form S-8 of our reports dated March 29, 2012, relating to the financial statements and financial statement schedule of Trina Solar Limited and subsidiaries appearing in this Annual Report on Form 20-F] [Consent of Independent Registered Public Accounting Firm The Board of Directors Trina Solar Limited: We consent to the incorporation by reference in the registration statement (Nos. 333-144445 and 333-157831) on Form S-8 and the registration statement (No. 333-160826) on Form F-3 of Trina Solar Limited of our reports dated April 2, 2013, with respect to the consolidated balance sheet of]

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TSM [TAIWAN SEMICONDUCTOR MANUFACTURING CO] 20-F: ü Yes Yes ü Large Accelerated Filer U.S.

[ü Yes Yes ü Large Accelerated Filer U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board ü Other ü Item 17 ü * Taiwan Semiconductor Manufacturing Company Limited Page 1 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION] [ARTICLES OF INCORPORATION OF TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED Section I - General Provisions Article 1 The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name shall be Article 2 The scope of business of the Corporation shall be as follows: 1. Provision of packaging and testing] [Taiwan Semiconductor Manufacturing Company Limited Rules For Election of Directors Article 1 Unless otherwise provided in the Company Law or the Articles of Incorporation of this Company, the directors of this Company shall be elected in accordance with the rules specified herein. Article 2 Election of directors of this Company shall be held at the shareholders’ meeting. This Company shall] [TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED RULES AND PROCEDURES OF BOARD OF DIRECTORS MEETINGS Article 1 (Scope of the Rules and Procedures) Unless relevant laws and regulations or the Company’s Articles of Incorporation provide otherwise, the Company’s Board of Directors meetings (“Board Meetings”) shall be conducted in accordance with the Rules and Procedures of Board of Directors Meetings (the “Rules and] [(English Summary) LEASE Parties: CENTRAL SCIENCE INDUSTRIAL PARK ADMINISTRATION, NATIONAL SCIENCE COUNCIL (the “Lessor”) TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED (the “Lessee”) Lease Premises: The government-owned land containing 184,408 square meters, located on Taichung Science Park at lot no. 1, Taichung. Lease Term: Commencing September 1, 2009 and expiring on September 1, 2029. Rental: The rental should be fourteen New Taiwan] [CERTIFICATIONS I, Morris Chang, certify that: 1. I have reviewed this annual report on Form 20-F of Taiwan Semiconductor Manufacturing 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 such] [CERTIFICATIONS I, Lora Ho, certify that: 1. I have reviewed this annual report on Form 20-F of Taiwan Semiconductor Manufacturing 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 such] [TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED Certification Morris Chang Chairman and Chief Executive Officer EX-13.1 8 d505546dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED Certification Lora Ho Senior Vice President, Chief Financial Officer and Spokesperson EX-13.2 9 d505546dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Taipei, Taiwan The Republic of China April 2, 2013 EX-99.1 10 d505546dex991.htm CONSENT OF DELOITTE & TOUCHE]

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CTRP [CTRIP COM INTERNATIONAL] 20-F: (Original Filing)

[FORM 20-F (Mark One) o or x or o For the transition period from to or o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . CTRIP.COM INTERNATIONAL, LTD. N/A Cayman Islands (Jurisdiction of incorporation or organization) 99 Fu Quan Road Shanghai] [Amendment to the Amended and Restated Memorandum and Articles of Association adopted by the shareholders of Ctrip.com International, Ltd. on October 26, 2012 THAT the Company’s currently effective amended and restated memorandum and articles of association be amended as follows: (a) by deleting the following sentence from Article 80: “One (1) Director shall be appointed by Rakuten, Inc. (“Rakuten”) so] [AMENDED AND RESTATED TECHNICAL CONSULTING AND SERVICES AGREEMENT Agreement PRC This Amended and Restated Technical Consulting and Services Agreement (this “ (1) Party A : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Party B Shanghai Ctrip Commerce Co., Ltd. : WHEREAS (1) Party A is a wholly foreign owned enterprise duly incorporated and validly existing under the PRC laws, having] [AMENDED AND RESTATED LOAN AGREEMENT Agreement PRC This Amended and Restated Loan Agreement (this “ (1) Party A : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Party B Min Fan : Parties Party (In this Agreement, Party A and Party B are hereinafter collectively referred to as the “ WHEREAS (1) Party A is a wholly foreign owned enterprise duly] [AMENDED AND RESTATED EXCLUSIVE CALL OPTION AGREEMENT Agreement PRC This Amended and Restated Exclusive Call Option Agreement (this “ (1) Party A : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Party B Min Fan : (3) Party C: Shanghai Ctrip Commerce Co., Ltd. Parties Party (In this Agreement, Party A, Party B and Party C are hereinafter collectively referred to] [AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT Agreement PRC This Amended and Restated Equity Pledge Agreement (this “ (1) Pledgee : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Pledgor Min Fan : Parties Party (In this Agreement, Pledgee and Pledgor are hereinafter collectively referred to as the “ WHEREAS (1) Ctrip Commerce The Pledgor is a PRC citizen, who owns 89.8%] [POWER OF ATTORNEY PRC Authorizer POA I, Min Fan, citizen of the People’s Republic of China (the “ WHEREAS: (1) the Authorizer Company holds 89.8% equity interest in Shanghai Ctrip Commerce Co., Ltd. (the “ (2) WFOE the Authorizer, Ctrip Computer Technology (Shanghai) Co., Ltd. (the “ (3) Attorney-in-Fact Shareholder Rights In consideration of the above, the Authorizer hereby irrevocably] [CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of September 24, 2012 0.50% Convertible Senior Notes due 2017 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS . Definitions Section 1.01 1 . References to Interest Section 1.02 10 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES . Designation and Amount Section 2.01] [Ctrip.com International, Ltd. Significant Subsidiaries C-Travel International Limited, a Cayman Islands company Ctrip.com (Hong Kong) Limited, a Hong Kong company Ctrip Computer Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Information Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Network Technology (Shanghai) Co., Ltd., a PRC company Ctrip Information Technology (Nantong) Co., Ltd., a PRC company China Software] [CTRIP.COM INTERNATIONAL, LTD. Purpose Code Ctrip 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; · · compliance with applicable governmental laws, rules and regulations; · prompt internal reporting] [Certification by the Chief Executive Officer I, James Jianzhang Liang, certify that: 1. I have reviewed this annual report on Form 20-F of Ctrip.com International, Ltd. (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, Jenny Wenjie Wu, certify that: 1. I have reviewed this annual report on Form 20-F of Ctrip.com International, Ltd. (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. 29 , 2013 James Jianzhang Liang James Jianzhang Liang Chief Executive Officer 1 EX-13.1 13 a13-5968_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. 29 , 2013 Jenny Wenjie Wu Jenny Wenjie Wu Chief Financial Officer 1 EX-13.2 14 a13-5968_1ex13d2.htm EX-13.2] [[Maples and Calder letterhead] Our ref RDS\302248\5140222v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Ctrip.com International, Ltd. March 29, 2013 Dear Sirs Ctrip.com International, Ltd. (the “Company”) Yours faithfully, Maples and Calder 1 EX-15.1 15 a13-5968_1ex15d1.htm EX-15.1] [[Letterhead of Commerce & Finance Law Offices] March 29 , 2013 Ctrip.com International, Ltd. Dear Sirs: We consent to the reference to our firm under the headings “Key Information — Risk Factors,” “Information on the Company — Business Overview — PRC Government Regulations” , “Major Shareholders and Related Party Transactions — Related Party Transactions” and “Financial Statements — Notes to] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-136264, No.333-116567 and No. 333-146761) and Form F-3 (No. 333-145161 and No. 333-165150) of Ctrip.com International, Ltd. of our report dated March 29 , 2013 relating to the financial statements and the effectiveness of internal control over]

By | 2016-03-09T15:04:38+00:00 March 29th, 2013|Categories: Chinese Stocks, CTRP, SEC Original|Tags: , , , , , |0 Comments
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CTRP [CTRIP COM INTERNATIONAL] 20-F: FORM 20-F (Mark One) o or x or

[FORM 20-F (Mark One) o or x or o For the transition period from to or o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . CTRIP.COM INTERNATIONAL, LTD. N/A Cayman Islands (Jurisdiction of incorporation or organization) 99 Fu Quan Road Shanghai] [Amendment to the Amended and Restated Memorandum and Articles of Association adopted by the shareholders of Ctrip.com International, Ltd. on October 26, 2012 THAT the Company’s currently effective amended and restated memorandum and articles of association be amended as follows: (a) by deleting the following sentence from Article 80: “One (1) Director shall be appointed by Rakuten, Inc. (“Rakuten”) so] [AMENDED AND RESTATED TECHNICAL CONSULTING AND SERVICES AGREEMENT Agreement PRC This Amended and Restated Technical Consulting and Services Agreement (this “ (1) Party A : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Party B Shanghai Ctrip Commerce Co., Ltd. : WHEREAS (1) Party A is a wholly foreign owned enterprise duly incorporated and validly existing under the PRC laws, having] [AMENDED AND RESTATED LOAN AGREEMENT Agreement PRC This Amended and Restated Loan Agreement (this “ (1) Party A : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Party B Min Fan : Parties Party (In this Agreement, Party A and Party B are hereinafter collectively referred to as the “ WHEREAS (1) Party A is a wholly foreign owned enterprise duly] [AMENDED AND RESTATED EXCLUSIVE CALL OPTION AGREEMENT Agreement PRC This Amended and Restated Exclusive Call Option Agreement (this “ (1) Party A : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Party B Min Fan : (3) Party C: Shanghai Ctrip Commerce Co., Ltd. Parties Party (In this Agreement, Party A, Party B and Party C are hereinafter collectively referred to] [AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT Agreement PRC This Amended and Restated Equity Pledge Agreement (this “ (1) Pledgee : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Pledgor Min Fan : Parties Party (In this Agreement, Pledgee and Pledgor are hereinafter collectively referred to as the “ WHEREAS (1) Ctrip Commerce The Pledgor is a PRC citizen, who owns 89.8%] [POWER OF ATTORNEY PRC Authorizer POA I, Min Fan, citizen of the People’s Republic of China (the “ WHEREAS: (1) the Authorizer Company holds 89.8% equity interest in Shanghai Ctrip Commerce Co., Ltd. (the “ (2) WFOE the Authorizer, Ctrip Computer Technology (Shanghai) Co., Ltd. (the “ (3) Attorney-in-Fact Shareholder Rights In consideration of the above, the Authorizer hereby irrevocably] [CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of September 24, 2012 0.50% Convertible Senior Notes due 2017 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS . Definitions Section 1.01 1 . References to Interest Section 1.02 10 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES . Designation and Amount Section 2.01] [Ctrip.com International, Ltd. Significant Subsidiaries C-Travel International Limited, a Cayman Islands company Ctrip.com (Hong Kong) Limited, a Hong Kong company Ctrip Computer Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Information Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Network Technology (Shanghai) Co., Ltd., a PRC company Ctrip Information Technology (Nantong) Co., Ltd., a PRC company China Software] [CTRIP.COM INTERNATIONAL, LTD. Purpose Code Ctrip 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; · · compliance with applicable governmental laws, rules and regulations; · prompt internal reporting] [Certification by the Chief Executive Officer I, James Jianzhang Liang, certify that: 1. I have reviewed this annual report on Form 20-F of Ctrip.com International, Ltd. (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, Jenny Wenjie Wu, certify that: 1. I have reviewed this annual report on Form 20-F of Ctrip.com International, Ltd. (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. 29 , 2013 James Jianzhang Liang James Jianzhang Liang Chief Executive Officer 1 EX-13.1 13 a13-5968_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. 29 , 2013 Jenny Wenjie Wu Jenny Wenjie Wu Chief Financial Officer 1 EX-13.2 14 a13-5968_1ex13d2.htm EX-13.2] [[Maples and Calder letterhead] Our ref RDS\302248\5140222v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Ctrip.com International, Ltd. March 29, 2013 Dear Sirs Ctrip.com International, Ltd. (the “Company”) Yours faithfully, Maples and Calder 1 EX-15.1 15 a13-5968_1ex15d1.htm EX-15.1] [[Letterhead of Commerce & Finance Law Offices] March 29 , 2013 Ctrip.com International, Ltd. Dear Sirs: We consent to the reference to our firm under the headings “Key Information — Risk Factors,” “Information on the Company — Business Overview — PRC Government Regulations” , “Major Shareholders and Related Party Transactions — Related Party Transactions” and “Financial Statements — Notes to] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-136264, No.333-116567 and No. 333-146761) and Form F-3 (No. 333-145161 and No. 333-165150) of Ctrip.com International, Ltd. of our report dated March 29 , 2013 relating to the financial statements and the effectiveness of internal control over]

By | 2016-03-09T15:06:26+00:00 March 29th, 2013|Categories: Chinese Stocks, CTRP, Webplus ver|Tags: , , , , , |0 Comments
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BIDU [Baidu] 20-F: (Original Filing)

[Page INTRODUCTION 1 1 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 37 Item 4A. Unresolved Staff Comments 69 Item 5. Operating and Financial Review and Prospects 69 Item 6. Directors, Senior Management and Employees 93] [PROXY AGREEMENT This Proxy Agreement (this “Agreement”) is entered into between the following two parties in Beijing, PRC on April 23, 2012. Party A: Liang Zhixiang Party B: Baidu Online Network Technology (Beijing) Co., Ltd. WHEREAS 1. Party A is a shareholder of BaiduPay Science and Technology Co., Ltd. (the “Company”) which established on February 27, 2008 and owns 9%] [EQUITY PLEDGE AGREEMENT This Equity Pledge Agreement (this “Agreement”) is entered into in Beijing, PRC by the following parties on April 23, 2012: Pledgee: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: 3/F., Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing Pledgor: Party B: Liang Zhixiang WHEREAS, 1. Party A (the “Pledgee”), a wholly foreign-owned] [EXCLUSIVE EQUITY PURCHASE AND TRANSFER OPTION AGREEMENT This Exclusive Equity Purchase and Transfer Option Agreement (this “Agreement”) is entered into among the following parties in Beijing, PRC on April 23, 2012: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Legal Address: Party B: Liang Zhixiang ID Number: Party C: Beijing BaiduPay Science and Technology Co., Ltd. Legal Address 5/F.,] [Irrevocable Power of Attorney I, Liang Zhixiang, citizen of the People’s Republic of China (the “PRC”) with ID No [ ], is the shareholder holding 9% equity interests of Beijing BaiduPay Science and Technology Co., Ltd (“BaiduPay”), hereby irrevocably appoint Mr. Wang Zhan with the following powers and rights during the term of this Power of Attorney: I hereby appoint] [LOAN AGREEMENT This Loan Agreement (the “Agreement”) is entered into in Beijing by the following parties on April 23, 2012. Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Registration Address: 3/F., Baidu Building, No. 10 Shangdi 10th Street, Haidian District, Beijing Party B: ID No.: Liang Zhixiang WHEREAS, 1. Party A is a wholly-owned foreign enterprise incorporated in the] [Supplementary Agreement to Web Layout Copyright License Agreement (No.1) This Supplementary Agreement to Web Layout Copyright License Agreement (the “Agreement”) is entered into by and between the following parties on September 6, 2011 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. Address: 3/F, Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing Party B: Beijing BaiduPay] [AU$105,000,000 TERM LOAN FACILITY AGREEMENT BAIDU, INC. (as Borrower) and AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED HONG KONG BRANCH (as Lender) th September 18 2012 Dated CONTENTS CLAUSE PAGE SECTION 1 INTERPRETATION 1. Definitions and Interpretation 1 SECTION 2 THE FACILITY 2. The Facility 11 3.] [Domain Name License Termination Agreement This Domain Name License Termination Agreement (the “Agreement”) is entered into by and among the following parties on December 31, 2012 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (the “Licensor”) Address: Party B: Beijing Baidu Netcom Science Technology Co., Ltd. (the “Licensee”) Address: WHEREAS 1. Party A and Party B entered] [Domain Name License Termination Confirmation This Domain Name License Termination Confirmation (the “Confirmation”) is entered into by and among the following parties on December 31, 2012 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (the “Licensor”) Address: Party B: Beijing Perusal Technology Co., Ltd. (the “Licensee”) Address: WHEREAS 1. Party A and Party B entered into a] [Trademark License Termination Agreement This Trademark License Termination Agreement (the “Agreement”) is entered into by and among the following parties on February 1, 2013 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (the “Licensor”) Address: Party B: Beijing Baidu Netcom Science Technology Co., Ltd. (the “Licensee”) Address: WHEREAS 1. Party A and Party B entered into a] [Trademark License Termination Agreement This Trademark License Termination Agreement (the “Agreement”) is entered into by and among the following parties on February 1, 2013 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (the “Licensor”) Address: Party B: Beijing Perusal Technology Co., Ltd. (the “Licensee”) Address: WHEREAS 1. Party A and Party B entered into a Trademark License] [Trademark License Termination Agreement This Trademark License Termination Agreement (the “Agreement”) is entered into by and among the following parties on February 1, 2013 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (the “Licensor”) Address: Party B: Beijing BaiduPay Science and Technology Co., Ltd. (the “Licensee”) Address: WHEREAS 1. Party A and Party B entered into a] [Domain Name License Termination Agreement This Domain Name License Termination Agreement (the “Agreement”) is entered into by and among the following parties on December 31, 2012 in Beijing: Party A: Baidu Online Network Technology (Beijing) Co., Ltd. (the “Licensor”) Address: Party B: Beijing BaiduPay Science and Technology Co., Ltd. (the “Licensee”) Address: WHEREAS 1. Party A and Party B entered] [List of Principal Subsidiaries and Consolidated Affiliated Entities Subsidiaries: Baidu Online Network Technology (Beijing) Co., Ltd. — Incorporated in the PRC Baidu Holdings Limited — Incorporated in the British Virgin Islands Baidu (China) Co., Ltd. — Incorporated in the PRC Baidu.com Times Technology (Beijing) Co., Ltd. — Incorporated in the PRC Baidu Japan Inc. — Incorporated in Japan Baidu (Hong] [I, Robin Yanhong Li, certify that: 1. I have reviewed this annual report on Form 20-F of Baidu, 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, Jennifer Xinzhe Li, certify that: 1. I have reviewed this annual report on Form 20-F of Baidu, 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] [(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 18 d420221dex131.htm EX-13.1] [Certification by the Principal 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. EX-13.2 19 d420221dex132.htm EX-13.2] [[Maples and Calder Letterhead] Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing 100085 The People’s Republic of China 27 March 2013 Dear Sirs Baidu, Inc. Yours faithfully EX-15.1 20 d420221dex151.htm EX-15.1] [[Han Kun Law Offices Letterhead] March 27, 2013 Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing People’s Republic of China 100085 Dear Sir/Madam: Very truly yours, EX-15.2 21 d420221dex152.htm EX-15.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: 1) Registration Statement (Form S-8 No. 333-129374) pertaining to Baidu, Inc.’s 2000 Option Plan, 2) Registration Statement (Form S-8 No. 333-158678) pertaining to Baidu, Inc.’s 2008 Share Incentive Plan, and 3) Registration Statement (Form F-3 No. 333-184757) of Baidu, Inc.; of]

By | 2016-03-23T07:15:18+00:00 March 27th, 2013|Categories: BIDU, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
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