KUTV [Ku6 Media] 20-F: Title of each class Name of each exchange

[Title of each class Name of each exchange and on which registered Ordinary Shares, par value $0.00005 per share Nasdaq Global Market* * Not for trading, but only in connection with the listing on the Nasdaq Global Market of American Depositary Shares, each representing 100 Ordinary Shares None (Title of Class) None (Title of Class) Indicate the number of outstanding] [] Registered Certificate No.: [ Ku6 Media Co., Ltd (Incorporated under the laws of the Cayman Islands) SHARE CERTIFICATE PRINCIPAL REGISTER: THE CAYMAN ISLANDS THIS IS TO CERTIFY THAT THE UNDER-MENTIONED PERSON(S) IS/ARE THE REGISTERED HOLDER(S) OF FULLY PAID AND NONASSESSABLE ORDINARY SHARES, WITH PAR VALUE OF US$0.00005 PER SHARE AS DETAILED BELOW IN THE CAPITAL OF THIS COMPANY, SUBJECT] [EMPLOYMENT AGREEMENT Effective Date Company Employee This agreement is entered into as of Company and Employee shall be referred to individually as a “Party” and collective as the “Parties”. RECITALS WHEREAS NOW, THEREFORE Section 1 Employment. Employment Period Base Salary And Benefits Section 2. During the Employment Period, the Employee’s base salary shall be payable in such installments as is] [Loan Agreement this Contract This loan agreement (hereinafter referred to as (1) Lender China Kusheng (Tianjin) Technology Co., Ltd. (hereinafter referred to as the (2) Borrower Dongxu Wang (hereinafter referred to as the The Lender and the Borrower are respectively referred to as One Party and collectively referred to as the Parties. Whereas: 1. Borrower’s Equity Interest Borrower’s Company The] [Loan Agreement this Contract This loan agreement (hereinafter referred to as (1) Lender China Kusheng (Tianjin) Technology Co., Ltd. (hereinafter referred to as the (2) Borrower Qing Zhang (hereinafter referred to as the The Lender and the Borrower are respectively referred to as One Party and collectively referred to as the Parties. Whereas: 1. Borrower’s Equity Interest Borrower’s Company The] [Exclusive Consulting and Services Agreement this agreement parties The Exclusive Consultancy and Services Agreement (hereafter referred to as “ Party A: Kusheng (Tianjin) Technology Co., Ltd Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco City, Tianjin, PRC. Party B: Tianjin Ku6 Network Communication Technology Co., Ltd. Address: Room 201-369, Floor 2, District B1, Animation] [Business Operation Agreement this agreement Parties This Business Operation Agreement (hereinafter referred to as “ Party A: Kusheng (Tianjin) Technology Co., Ltd. Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco City, Tianjin, PRC. Party B: Tianjin Ku6 Network Communication Technology Co., Ltd. Address: Room 201-369, Floor 2, District B1, Animation Building, No.126, Animation Middle] [Share Pledge Agreement this Agreement the Parties This Equity Pledge Agreement (hereinafter “ Party A: Kusheng (Tianjin) Technology Co., Ltd. Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Party B: Dongxu Wang ID Number: 31022619751124032 Address: Room 301. No. 6 Lane, Shangcheng Road, Pudong District, Shanghai Whereas: 1. PRC China Party A is a legally and validly] [Share Pledge Agreement this Agreement the Parties This Equity Pledge Agreement (hereinafter “ Party A: Kusheng (Tianjin) Technology Co., Ltd. Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Party B: Qing Zhang ID Number: 310113197711284110 Address: Room 1602, No.6 Lane, Quwo Road 373, Zhabei qu, Shanghai Whereas: 1. PRC China Party A is a legally and validly] [Power of Attorney The Proxy is authorized to designate its appointed director in the board of directors (or executive director) to exercise the authority hereunder.] [Power of Attorney The Proxy is authorized to designate its appointed director in the board of directors (or executive director) to exercise the authority hereunder.] [Equity Disposition Agreement this Agreement the Parties This Equity Disposal Agreement (hereinafter “ Party A: Kusheng (Tianjin) Technology Co., Ltd. Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco City, Tianjin, PRC. Party B: Dongxu Wang ID Number: 31022619751124032 Address: Room 301, Shangchen Road 1025-6, Pudong Xinqu, Shanghai Party C: Qing Zhang ID Number: 310113197711284110] [REDEMPTION AGREEMENT Agreement Company Bondholder Parties Party This Redemption Agreement (this “ W I T N E S S E T H : Bond Bond Certificate WHEREAS, the Company desires to purchase and redeem the Bond and the Bondholder desires to sell the Bond back to the Company and deliver the certificate representing the Bond (the “ NOW, THEREFORE, in] [Ku6 Advertising Agency Agreement CN: BJKL(T)-I-2011-493 Party A: Address: 433 Guo Shoujing Road, Pudong New Area, Shanghai Zip Code: 201203 Contact: Zheng Xiaohuan Tel: 021-38586666 Fax: Email: zhengxiaohuan@snda.com Party B: Address: Building 6, Zhengtong Chuangyi Plaza, 18 Xibahe Xili, Chaoyang District, Beijing Zip Code: 100028 Contact: Liang Yawei Tel: 010-57586556 Fax: Email: liangyawei@ku6.com Party A is an advertising company that] [Renewal Agreement of Loan Contract (I) No.: 2011 Year -Beijing Zi- No. 81110901 Lender: China Merchants Bank Co., Ltd., Shanghai Dongfang Sub-branch Principal: Chen Siqing Borrower: Legal Representative/ Principal: Li Shanyou Guarantor: Legal Representative/ Principal: Or Guarantor (for individual): ID No.: Mortgagor/ Pledgor: Legal Representative/ Principal: Or Mortgagor/ Pledgor (for individual): ID No.: working capital 11110115 For Article 1 Renewal] [Renewal Agreement of Loan Contract (II) No.: 2010 Year -Beijing Zi- No. 81110307 Lender: Principal: Chen Siqing Borrower: Legal Representative/ Principal: Li Shanyou Guarantor: Legal Representative/ Principal: Or Guarantor (for individual): ID No.: Mortgagor/ Pledgor: Legal Representative/ Principal: Or Mortgagor/ Pledgor (for individual): ID No.: working capital 11110115 81110901 For Article 1 Renewal Agreements RMB Thirty-Nine Million Seven Hundred and] [List of Significant Subsidiaries and Affiliates of Ku6 Media Co., Ltd. Name of Subsidiary or Affiliate State or Jurisdiction of Incorporation Ku6 Holding Limited Cayman Islands Ku6 (Beijing) Technology Co., Ltd. People’s Republic of China WeiMoSanYi (Tianjin) Technology Co., Ltd. People’s Republic of China Kusheng (Tianjin) Technology Co., Ltd. People’s Republic of China Ku6 (Beijing) Information Technology Co., Ltd. People’s] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Yu Shi, certify that: 1. I have reviewed this annual report on Form 20-F of Ku6 Media Co., Ltd.; 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] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Tony Shen, certify that: 1. I have reviewed this annual report on Form 20-F of Ku6 Media Co., Ltd.; 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] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Frank Feng, certify that: 1. I have reviewed this annual report on Form 20-F of Ku6 Media Co., Ltd.; 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] [Section 906 of the Sarbanes-Oxley Act of 2002 March 29, 2012 I, Yu Shi, Chief Executive Officer of Ku6 Media Co., Ltd., certify that, to the best of my knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material] [Section 906 of the Sarbanes-Oxley Act of 2002 March 29, 2012 I, Tony Shen, Chief Financial Officer of Ku6 Media Co., Ltd., certify that, to the best of my knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-177612) of Ku6 Media Co., Ltd. of our report dated March 29, 2012 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. Shanghai, the People’s Republic]

By | 2016-03-13T01:53:46+00:00 March 29th, 2012|Categories: Chinese Stocks, KUTV, Webplus ver|Tags: , , , , , |0 Comments
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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 OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . For the transition period from to TRINA SOLAR LIMITED N/A Cayman Islands (Jurisdiction of incorporation or organization) No. 2 Tian He Road] [Jiangsu Zhongneng - Changzhou Trina Solar Energy Supplementary Agreement SUPPLEMENTARY AGREEMENT NO. 4 TO Party A’s Contract No.: SSC000119 Party A: Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. Party B: Changzhou Trina Solar Energy Co., Ltd. Original Contract Whereas, Party A and Party B signed a Polysilicon Supply Contract (Party A’s Contract No.: SSC000119) on March 29, 2008 and signed] [SUPPLEMENTARY AGREEMENT NO. 10 TO Party A’s Agreement No.: SSC00019 Party B’s Agreement No.: TCZ-A1130-0803-CGC-120-7 WHEREAS: I) Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. Zhongneng Changzhou Trina Solar Energy Co., Ltd. Trina Supplementary Agreement (1) Supplementary Agreement (2) Supplementary Agreement (3) Supplementary Agreement (4) Memorandum (1) Memorandum (2) Memorandum (3) Memorandum (4) Original Agreements (hereinafter referred to as “ 1] [SUPPLEMENTARY AGREEMENT No. 15 TO POLYSILICON SUPPLY CONTRACT Party A’s Contract No.: TCZ-A1130-0803-CGC-120-2012-3 Party B’s Contract No.: SSC000119 This Agreement is entered into by and between the following parties in Changzhou, China on 22 March 2012: Party A: Changzhou Trina Solar Energy Co., Ltd. Address: No.2 Tianhe Road, Trina PV Industrial Park, Xinbei District, Changzhou, Jiangsu Party B: Changzhou GCL] [As of December 31, 2011 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.] [TRINA SOLAR LIMITED AMENDED CODE OF BUSINESS CONDUCT AND ETHICS Purpose Code Company U.S. GAAP This Amended 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; · · · prompt] [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. Jifan Gao Chief Executive Officer EX-13.1 9 a12-6567_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. Terry Wang Chief Financial Officer EX-13.2 10 a12-6567_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, and the effectiveness of Trina Solar Limited and]

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SSW [Seaspan] 20-F: (Original Filing)

[SEASPAN CORPORATION Part I 1 Item 1. Identity of Directors, Senior Management and Advisors 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 3 Item 4. Information on the Company 28 Item 5. Operating and Financial Review and Prospects 50 Item 6. Directors, Senior Management and Employees 75 Item 7. Major Shareholders and Related Party Transactions] [AMENDED AND RESTATED BYLAWS OF SEASPAN CORPORATION ARTICLE I OFFICES Registered Office. Section 1.1 Other Offices. Section 1.2 ARTICLE II SHAREHOLDER MEETINGS Place of Meetings. Section 2.1 Annual Meeting. Section 2.2 Nature of Business at Annual Meeting of Shareholders. Section 2.3 In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a] [SEASPAN CORPORATION SUBSIDIARIES COMPANY NAME INCORPORATION OWNERSHIP Seaspan Finance I Co. Ltd. Marshall Islands Seaspan Corporation owns 100% Seaspan Finance II Co. Ltd. Marshall Islands Seaspan Corporation owns 100% Seaspan Finance III Co. Ltd. Marshall Islands Seaspan Corporation owns 100% Seaspan 2177 Ltd. Marshall Islands Seaspan Corporation owns 100% Seaspan HN 126 Ltd. Marshall Islands Seaspan Corporation owns 100% Seaspan] [CERTIFICATION I, Gerry Wang, Chief Executive Officer of the company, certify that: 1. I have reviewed this report on Form 20-F of Seaspan Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [CERTIFICATION I, Sai W. Chu, Chief Financial Officer of the Company, certify that: 1. I have reviewed this report on Form 20-F of Seaspan Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [18 U.S.C. SECTION 1350, OF THE SARBANES-OXLEY ACT OF 2002 Company Form 20-F (1) (2) The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 23, 2012 Gerry Wang Chief Executive Officer EX-13.1 6 d286484dex131.htm SEASPAN CORPORATION CERTIFICATION OF GERRY WANG, CHIEF EXECUTIVE OFFICER] [18 U.S.C. SECTION 1350, OF THE SARBANES-OXLEY ACT OF 2002 Company Form 20-F (1) (2) The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 23, 2012 Sai W. Chu Chief Financial Officer (Principal Financial and Accounting Officer) EX-13.2 7 d286484dex132.htm SEASPAN CORPORATION CERTIFICATION OF] [The Board of Directors Seaspan Corporation We consent to the incorporation by reference in the Registration Statement (No. 33-151329) on Form F-3D, registration statement (No. 333-168938) on Form F-3 and registration statement (No. 333-173207) on Form S-8 of Seaspan Corporation of our report dated March 23, 2012, with respect to the consolidated balance sheets as at December 31, 2011 and]

By | 2016-03-10T15:28:12+00:00 March 26th, 2012|Categories: Chinese Stocks, SEC Original, SSW|Tags: , , , , , |0 Comments
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NCTY [The9] 20-F: (Original Filing)

[George Lai, Chief Financial Officer Tel: +86-21-5172-9999 Facsimile number: +86-21-5172-9903 Building No. 3, 690 Bibo Road Zhang Jiang Hi-Tech Park Pudong New Area, Pudong Shanghai 201203 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 Each Exchange on Which Registered American Depositary Shares, each representing one ordinary] [Equity Transfer Agreement Transferor: ZHU JUN (hereinafter “Party A”); Identity Card Number: ; Passport Number: ; Domicile Address: No.1, Lane 1264, Fuxingzhong Road, Xuhui District, Shanghai Transferee: JI WEI (hereinafter “Party B”); Identity Card Number: ; Passport Number: ; Domicile Address: Back Building, 2F, No. 12, Lane 424, Huimin Road, Yangpu District, Shanghai Shanghai The9 Information Technology Co., Ltd. (the] [November 24, 2011 Equity Pledge Agreement by and between Wang Yong and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai The9 Information Technology Co., Ltd. Equity Pledge Agreement Equity Pledge Agreement Agreement PRC November 24, 2011 This (1) Wang Yong Pledgor (2) The9 Computer Technology Consulting (Shanghai) Co., Ltd. Pledgee Party Parties (In this Agreement, both parties mentioned above] [November 24, 2011 Equity Pledge Agreement by and between Ji Wei and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai The9 Information Technology Co., Ltd. Equity Pledge Agreement Equity Pledge Agreement Agreement PRC November 24, 2011 This (1) Ji Wei Pledgor (2) The9 Computer Technology Consulting (Shanghai) Co., Ltd. Pledgee Party Parties (In this Agreement, both parties mentioned above] [November 24, 2011 Exclusive Call Option Agreement By and Among Wang Yong Ji Wei and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai The9 Information Technology Co., Ltd. Exclusive Call Option Agreement Exclusive Call Option Agreement Agreement PRC This (1) Wang Yong, a PRC citizen with his identity card number: and his domicile address at Room 502, No. 33,] [November 24, 2011 Loan Agreement by and among Wang Yong Ji Wei and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Loan Agreement Loan Agreement Agreement PRC This 1. The9 Computer Technology Consulting (Shanghai) Co., Ltd. The9 Computer Registered address: Room 103, Building 3, No. 690 Bibo Road, Zhangjiang Hi-Tech Park, Shanghai 2. Wang Yong Domicile address: Room 502, No. 33,] [November 24, 2011 Shareholder Voting Proxy Agreement by and among Wang Yong Ji Wei and Shanghai The9 Information Technology Co., Ltd. The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai The9 Information Technology Co., Ltd. Shareholder Voting Proxy Agreement Agreement This Shareholder Voting Proxy Agreement (hereinafter this “ 1. The9 Computer Technology Consulting (Shanghai) Co., Ltd. The9 Computer Registered address:] [Novation Agreement November 25, 2011 This Agreement is entered into by the following parties on (1) Zhu Jun (“Transferor”) ID Number: (2) Ji Wei (“Transferee”) ID Number: (3) Wang Yong ID Number: (4) The9 Computer Technology Consulting (Shanghai) Co., Ltd. (“The9 Computer”) (5) Shanghai The9 Information Technology Co., Ltd. (“Company”) RECITAL WHEREAS Transferor and The9 Computer entered into three Loan] [Wholly-owned subsidiaries Name of Subsidiary Jurisdiction of Incorporation GameNow.net (Hong Kong) Limited Hong Kong China The9 Interactive Limited Hong Kong 9Dream Limited Hong Kong China Crown Technology Limited Hong Kong The9 Development Center Limited Hong Kong Asian Way Development Limited Hong Kong New Star International Development Limited Hong Kong TDC (Asia) Limited British Virgin Islands Red5 Singapore Pte. Ltd. (formerly] [Certification by the Chief Executive Officer I, Jun Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of The9 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] [Certification by the Chief Financial Officer I, George Lai, certify that: 1. I have reviewed this annual report on Form 20-F of The9 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] [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.] [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.] [[Letterhead of Maples and Calder ] Our ref: Direct +852 3690 7477 Email The9 Limited Building No. 3, 690 Bibo Road Zhang Jiang Hi-Tech Park Pudong New Area, Pudong Shanghai 201203 People’s Republic of China 22 March 2012 Dear Sirs, The9 Limited (the “Company”) Yours faithfully Maples and Calder] [[Letterhead of Fangda Partners] March 22, 2012 The9 Limited Building No. 3, 690 Bibo Road Zhangjiang Hi-tech Park Pudong New Area, Pudong Shanghai 201203 People’s Republic of China Dear Sirs, Yours faithfully, Fangda Partners] [[Letterhead of Deloitte Touche Tohmatsu CPA Ltd.] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-127700, No. 333-156306 and No. 333-168780) of The9 Limited of our reports dated March 22, 2012 relating to the consolidated financial statements of The9 Limited and the effectiveness of The9]

By | 2016-03-17T07:21:32+00:00 March 22nd, 2012|Categories: Chinese Stocks, NCTY, SEC Original|Tags: , , , , , |0 Comments
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NCTY [The9] 20-F: George Lai, Chief Financial Officer Tel: +86-21-5172-9999 Facsimile

[George Lai, Chief Financial Officer Tel: +86-21-5172-9999 Facsimile number: +86-21-5172-9903 Building No. 3, 690 Bibo Road Zhang Jiang Hi-Tech Park Pudong New Area, Pudong Shanghai 201203 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 Each Exchange on Which Registered American Depositary Shares, each representing one ordinary] [Equity Transfer Agreement Transferor: ZHU JUN (hereinafter “Party A”); Identity Card Number: ; Passport Number: ; Domicile Address: No.1, Lane 1264, Fuxingzhong Road, Xuhui District, Shanghai Transferee: JI WEI (hereinafter “Party B”); Identity Card Number: ; Passport Number: ; Domicile Address: Back Building, 2F, No. 12, Lane 424, Huimin Road, Yangpu District, Shanghai Shanghai The9 Information Technology Co., Ltd. (the] [November 24, 2011 Equity Pledge Agreement by and between Wang Yong and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai The9 Information Technology Co., Ltd. Equity Pledge Agreement Equity Pledge Agreement Agreement PRC November 24, 2011 This (1) Wang Yong Pledgor (2) The9 Computer Technology Consulting (Shanghai) Co., Ltd. Pledgee Party Parties (In this Agreement, both parties mentioned above] [November 24, 2011 Equity Pledge Agreement by and between Ji Wei and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai The9 Information Technology Co., Ltd. Equity Pledge Agreement Equity Pledge Agreement Agreement PRC November 24, 2011 This (1) Ji Wei Pledgor (2) The9 Computer Technology Consulting (Shanghai) Co., Ltd. Pledgee Party Parties (In this Agreement, both parties mentioned above] [November 24, 2011 Exclusive Call Option Agreement By and Among Wang Yong Ji Wei and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai The9 Information Technology Co., Ltd. Exclusive Call Option Agreement Exclusive Call Option Agreement Agreement PRC This (1) Wang Yong, a PRC citizen with his identity card number: and his domicile address at Room 502, No. 33,] [November 24, 2011 Loan Agreement by and among Wang Yong Ji Wei and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Loan Agreement Loan Agreement Agreement PRC This 1. The9 Computer Technology Consulting (Shanghai) Co., Ltd. The9 Computer Registered address: Room 103, Building 3, No. 690 Bibo Road, Zhangjiang Hi-Tech Park, Shanghai 2. Wang Yong Domicile address: Room 502, No. 33,] [November 24, 2011 Shareholder Voting Proxy Agreement by and among Wang Yong Ji Wei and Shanghai The9 Information Technology Co., Ltd. The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai The9 Information Technology Co., Ltd. Shareholder Voting Proxy Agreement Agreement This Shareholder Voting Proxy Agreement (hereinafter this “ 1. The9 Computer Technology Consulting (Shanghai) Co., Ltd. The9 Computer Registered address:] [Novation Agreement November 25, 2011 This Agreement is entered into by the following parties on (1) Zhu Jun (“Transferor”) ID Number: (2) Ji Wei (“Transferee”) ID Number: (3) Wang Yong ID Number: (4) The9 Computer Technology Consulting (Shanghai) Co., Ltd. (“The9 Computer”) (5) Shanghai The9 Information Technology Co., Ltd. (“Company”) RECITAL WHEREAS Transferor and The9 Computer entered into three Loan] [Wholly-owned subsidiaries Name of Subsidiary Jurisdiction of Incorporation GameNow.net (Hong Kong) Limited Hong Kong China The9 Interactive Limited Hong Kong 9Dream Limited Hong Kong China Crown Technology Limited Hong Kong The9 Development Center Limited Hong Kong Asian Way Development Limited Hong Kong New Star International Development Limited Hong Kong TDC (Asia) Limited British Virgin Islands Red5 Singapore Pte. Ltd. (formerly] [Certification by the Chief Executive Officer I, Jun Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of The9 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] [Certification by the Chief Financial Officer I, George Lai, certify that: 1. I have reviewed this annual report on Form 20-F of The9 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] [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.] [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.] [[Letterhead of Maples and Calder ] Our ref: Direct +852 3690 7477 Email The9 Limited Building No. 3, 690 Bibo Road Zhang Jiang Hi-Tech Park Pudong New Area, Pudong Shanghai 201203 People’s Republic of China 22 March 2012 Dear Sirs, The9 Limited (the “Company”) Yours faithfully Maples and Calder] [[Letterhead of Fangda Partners] March 22, 2012 The9 Limited Building No. 3, 690 Bibo Road Zhangjiang Hi-tech Park Pudong New Area, Pudong Shanghai 201203 People’s Republic of China Dear Sirs, Yours faithfully, Fangda Partners] [[Letterhead of Deloitte Touche Tohmatsu CPA Ltd.] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-127700, No. 333-156306 and No. 333-168780) of The9 Limited of our reports dated March 22, 2012 relating to the consolidated financial statements of The9 Limited and the effectiveness of The9]

By | 2016-03-17T07:22:27+00:00 March 22nd, 2012|Categories: Chinese Stocks, NCTY, Webplus ver|Tags: , , , , , |0 Comments
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GAME [Shanda Games] 20-F: (Original Filing)

[Page 1 Certain Conventions 2 Part I Item 1. Identity of Directors, Senior Management and Advisors 4 Item 2. Offer Statistics and Expected Timetable 4 Item 3. Key Information 4 Item 4. Information on the Company 44 Item 4A. Unresolved Staff Comments 64 Item 5. Operating and Financial Review and Prospects 64 Item 6. Directors, Senior Management and Employees 89] [Cooperation Agreement between Shanda Online and Shanda Games Agreement This Cooperation Agreement between Shanda Online and Shanda Games (hereinafter referred to as this “ st day of April, 2010 in Pudong New Area, Shanghai by and between: Shanda Online Shengzhan Networking Technology Co., Ltd., located at 208 Juli Road, Pudong New Area, Shanghai; hereinafter referred to as “ Shanghai Shulong] [The Supplement Agreement To The Cooperation Agreement between Shanda Online and Shanda Games Agreement This Supplement Agreement to the Cooperation Agreement between Shanda Online and Shanda Games (hereinafter referred to as this “ st day of April, 2010 in Pudong New Area, Shanghai by and between: Party A: Shanda Online Shanghai Shanda Shanghai Shanda Networking Co., Ltd., (“ Address: 208] [Shengjing System Sales Agency Agreement for Promotion and Marketing of the Shanda Games Pre-paid Cards This Agreement is entered into on this 1 st day of May, 2011 in Pudong New Area, Shanghai by and between: Party A Tianjin Shengjing Trade Co., Ltd., located at Room 201-11, Area B1, the Second Floor of Dongman Building, No.126 of Dongman Zhong Road,] [Supplement Agreement To Shengjing System Sales Agency Agreement for Promotion and Marketing of the Shanda Games Pre-paid Cards Agreement This Supplement Agreement to Shengjing System Sales Agency Agreement for Promotion and Marketing of the Shanda Games Pre-paid Cards (this “ Party A Tianjin Shengjing Trade Co., Ltd., located at Room 201-11, Area B1, the Second Floor of Dongman Building, No.126] [Execution Version US$200,500,000 FACILITY AGREEMENT dated 8 February 2012 for SHANDA ONLINE INTERNATIONAL (HK) LIMITED SHANDA GAMES TECHNOLOGY (HK) LIMITED and SHANDA GAMES HOLDINGS (HK) LIMITED as Borrowers arranged by CHINA MINSHENG BANKING CORP., LTD., HONG KONG BRANCH as Arranger and Agent with CHINA MINSHENG BANKING CORP., LTD., HONG KONG BRANCH as Account Bank CONTENTS CLAUSE PAGE THIS AGREEMENT is] [Entrusted Loan Contract 2012-Fang Zi No.11120206 Lender (Party A): China Merchant Bank Co., Ltd., Shanghai Dongfang Sub-branch Address: 902, Dongfang Road Principal: Chen, Siqing Borrower (Party B): Lansha Information Technology (Shanghai) Co., Ltd. Address: Legal Representative (Principal): Tan, Qunzhao Shanda Computer (Shanghai) Co., Ltd. Trustor Entrustment Contract on Entrust Loan 2012-Fang Zi No.11120206 Notice of Entrusted Loan February 7, 2012] [Loan Agreement Agreement 8th February 2012 This Loan Agreement (hereinafter referred to as this “ Shanda Interactive Entertainment Limited Borrower Cayman Islands Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands Shanda Games Limited Lender Cayman Islands Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands Parties Party The Borrower and the Lender may] [Name of Subsidiary and Name Under Which It Does Business Place of Incorporation Beneficial Shanda Games International (Pte) Ltd. Singapore 100 % Eyedentity Games, Inc. Republic of Korea 100 % Mochi Media, Inc. Delaware 100 % Shanda Games Korean Investment Limited BVI 100 % Actoz Soft Co., Ltd. Republic of Korea 51.19 % Shanda Games Holdings (HK) Limited Hong Kong] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Qunzhao Tan, certify that: 1. I have reviewed this annual report on Form 20-F of Shanda Games 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] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard Wei, certify that: 1. I have reviewed this annual report on Form 20-F of Shanda Games 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] [SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 12 d315969dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13(A)-14(B)] [SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 13 d315969dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13(A)-14(B)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, the People’s Republic of China March 19, 2012 PricewaterhouseCoopers Zhong Tian CPAs Limited Company, 11/F PricewaterhouseCoopers Center 2 Corporate Avenue, 202 Hu Bin Road, Luwan District, Shanghai 200021, PRC T: +86 (21) 2323 8888, F: +86 (21) 2323 8800, www.pwccn.com EX-15.1 14 d315969dex151.htm CONSENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY]

By | 2016-03-16T02:55:51+00:00 March 19th, 2012|Categories: Chinese Stocks, GAME, SEC Original|Tags: , , , , , |0 Comments
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GAME [Shanda Games] 20-F: Page 1 Certain Conventions 2 Part I Item

[Page 1 Certain Conventions 2 Part I Item 1. Identity of Directors, Senior Management and Advisors 4 Item 2. Offer Statistics and Expected Timetable 4 Item 3. Key Information 4 Item 4. Information on the Company 44 Item 4A. Unresolved Staff Comments 64 Item 5. Operating and Financial Review and Prospects 64 Item 6. Directors, Senior Management and Employees 89] [Cooperation Agreement between Shanda Online and Shanda Games Agreement This Cooperation Agreement between Shanda Online and Shanda Games (hereinafter referred to as this “ st day of April, 2010 in Pudong New Area, Shanghai by and between: Shanda Online Shengzhan Networking Technology Co., Ltd., located at 208 Juli Road, Pudong New Area, Shanghai; hereinafter referred to as “ Shanghai Shulong] [The Supplement Agreement To The Cooperation Agreement between Shanda Online and Shanda Games Agreement This Supplement Agreement to the Cooperation Agreement between Shanda Online and Shanda Games (hereinafter referred to as this “ st day of April, 2010 in Pudong New Area, Shanghai by and between: Party A: Shanda Online Shanghai Shanda Shanghai Shanda Networking Co., Ltd., (“ Address: 208] [Shengjing System Sales Agency Agreement for Promotion and Marketing of the Shanda Games Pre-paid Cards This Agreement is entered into on this 1 st day of May, 2011 in Pudong New Area, Shanghai by and between: Party A Tianjin Shengjing Trade Co., Ltd., located at Room 201-11, Area B1, the Second Floor of Dongman Building, No.126 of Dongman Zhong Road,] [Supplement Agreement To Shengjing System Sales Agency Agreement for Promotion and Marketing of the Shanda Games Pre-paid Cards Agreement This Supplement Agreement to Shengjing System Sales Agency Agreement for Promotion and Marketing of the Shanda Games Pre-paid Cards (this “ Party A Tianjin Shengjing Trade Co., Ltd., located at Room 201-11, Area B1, the Second Floor of Dongman Building, No.126] [Execution Version US$200,500,000 FACILITY AGREEMENT dated 8 February 2012 for SHANDA ONLINE INTERNATIONAL (HK) LIMITED SHANDA GAMES TECHNOLOGY (HK) LIMITED and SHANDA GAMES HOLDINGS (HK) LIMITED as Borrowers arranged by CHINA MINSHENG BANKING CORP., LTD., HONG KONG BRANCH as Arranger and Agent with CHINA MINSHENG BANKING CORP., LTD., HONG KONG BRANCH as Account Bank CONTENTS CLAUSE PAGE THIS AGREEMENT is] [Entrusted Loan Contract 2012-Fang Zi No.11120206 Lender (Party A): China Merchant Bank Co., Ltd., Shanghai Dongfang Sub-branch Address: 902, Dongfang Road Principal: Chen, Siqing Borrower (Party B): Lansha Information Technology (Shanghai) Co., Ltd. Address: Legal Representative (Principal): Tan, Qunzhao Shanda Computer (Shanghai) Co., Ltd. Trustor Entrustment Contract on Entrust Loan 2012-Fang Zi No.11120206 Notice of Entrusted Loan February 7, 2012] [Loan Agreement Agreement 8th February 2012 This Loan Agreement (hereinafter referred to as this “ Shanda Interactive Entertainment Limited Borrower Cayman Islands Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands Shanda Games Limited Lender Cayman Islands Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands Parties Party The Borrower and the Lender may] [Name of Subsidiary and Name Under Which It Does Business Place of Incorporation Beneficial Shanda Games International (Pte) Ltd. Singapore 100 % Eyedentity Games, Inc. Republic of Korea 100 % Mochi Media, Inc. Delaware 100 % Shanda Games Korean Investment Limited BVI 100 % Actoz Soft Co., Ltd. Republic of Korea 51.19 % Shanda Games Holdings (HK) Limited Hong Kong] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Qunzhao Tan, certify that: 1. I have reviewed this annual report on Form 20-F of Shanda Games 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] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard Wei, certify that: 1. I have reviewed this annual report on Form 20-F of Shanda Games 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] [SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 12 d315969dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13(A)-14(B)] [SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 13 d315969dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13(A)-14(B)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, the People’s Republic of China March 19, 2012 PricewaterhouseCoopers Zhong Tian CPAs Limited Company, 11/F PricewaterhouseCoopers Center 2 Corporate Avenue, 202 Hu Bin Road, Luwan District, Shanghai 200021, PRC T: +86 (21) 2323 8888, F: +86 (21) 2323 8800, www.pwccn.com EX-15.1 14 d315969dex151.htm CONSENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY]

By | 2016-03-16T02:56:38+00:00 March 19th, 2012|Categories: Chinese Stocks, GAME, Webplus ver|Tags: , , , , , |0 Comments
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CYOU [Changyou.com] 20-F: (Original Filing)

[(Title of each class) (Name of each exchange on which registered) American Depositary Shares, each representing two Class A ordinary shares, par value US$0.01 per share The NASDAQ Global Select Market 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] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Share Transfer Framework Agreement by and among Beijing Gamease Age Digital Technology Co., Ltd. Changyou.com Limited Johnny, Cao Kai Kent, Yang Zhiyi Justin, Long Chunyan Liqing Zeng Yuan Wang Tao Liu Jie Zhang Ben, Meng Shuqi Suzhou Green Pine Growth Partnership] [Execution Version MASTER TRANSACTION AGREEMENT By and among SOHU.COM INC., SOHU.COM LIMITED, BEIJING SOHU INTERNET INFORMATION SERVICE CO., LTD. BEIJING SOHU NEW ERA INFORMATION TECHNOLOGY CO., LTD., AND BEIJING SOHU NEW MEDIA INFORMATION TECHNOLOGY CO., LTD. And CHANGYOU.COM LIMITED, CHANGYOU.COM HK LIMITED, BEIJING CHANGYOU GAMESPACE SOFTWARE TECHNOLOGY CO., LTD., AND BEIJING GUANYOU GAMESPACE DIGITAL TECHNOLOGY CO., LTD. NOVEMBER 29, 2011] [AMENDED AND RESTATED NON-COMPETITION AGREEMENT This Amended and Restated Non-Competition Agreement is dated as of November 29, 2011, by and between Sohu.com Inc., a Delaware corporation (“Sohu”), and Changyou.com Limited, a Cayman Islands corporation (“Changyou”). Sohu and Changyou are individually referred to as a “Party,” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have] [SERVICES AGREEMENT This Services Agreement (this “Agreement”) is dated November 29, 2011 and effective as of January 1, 2012 by and between (i) Beijing Changyou Gamespace Software Technology Co., Ltd. (“Gamespace”), a company organized and existing under the laws of the PRC with its registered address at Room 158, Building 1, No. 3 Xijing Road, Badachu Hi -technology Park, Shijingshan] [Online Link and Advertising Agreement Agreement Changyou This Online Link and Advertising Agreement (“this th Sohu floor, Building 1, No 18 yard, Shijingshanlu Yi Shijingshan District, Beijing, P. R. China, and Beijing Sohu New Media Information Technology Co., Ltd (“ Through amicable negotiation, Sohu agrees to provide Changyou with the right and access to certain online links, channels, and space] [FORM OF EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement’), effective as of January 1, 2012, by and between Changyou.com Limited, a Cayman Islands company (the “Company”), and Definitions Annex 1 1. Employment; Duties 2. Annex 2 (a) The Company agrees to employ the Employee in the capacity and with such responsibilities as are generally set forth on Annex 2] [FORM OF EXECUTIVE EMPLOYEE NON-COMPETITION, NON-SOLICITATION, CONFIDENTIAL INFORMATION AND WORK PRODUCT AGREEMENT In consideration of my employment and the compensation paid to me by Changyou.com Limited, a Cayman Island company, or a subsidiary or variable interest entity thereof (Changyou.com Limited or any such subsidiary or variable interest entity referred to herein individually and collectively as “Changyou”), and for other good] [BF-2010-0116 Contract No: Beijing Commercial Property Advance Sale Contract (Non-residential Commercial and Office Property) Beijing Raycom Jingyuan Real Estate Development Co., Ltd. Seller: Beijing AmazGame Age Internet Technology Co., Ltd. Buyer: Jing-Fang-Shou-Zheng (2011) No. 284 Advance Sale Permit No: Raycom Creativity Center 207, Flr 2, Commercial and Financial Project in Bajiao Area, Shijingshan, Land No. 1, 2 and 3 for] [• Changyou.com (HK) Limited, incorporated in Hong Kong. • ICE Entertainment (HK) Limited, incorporated in Hong Kong. • Beijing AmazGame Age Internet Technology Co., Ltd., incorporated in the PRC. • Beijing Changyou Gamespace Software Technology Co., Ltd., incorporated in the PRC. • ICE Information Technology (Shanghai) Co., Ltd, incorporated in the PRC. • Beijing Yang Fan Jing He Information Consulting] [I, Tao Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com 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, not] [I, Alex Ho, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com 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, not] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2011 and results of operations of the Company for the year ended December 31, 2011. Tao Wang Chief Executive Officer 4 EX-13.1 13 d297639dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2011 and results of operations of the Company for the year ended December 31, 2011. Alex Ho Chief Financial Officer 5 EX-13.2 14 d297639dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-161727) of Changyou.com Limited of our report dated February 28, 2012 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. PricewaterhouseCoopers Zhong Tian CPAs Limited] [Letterhead of Haiwen & Partners February 28, 2012 Changyou.com Ltd. East Tower, JingYan Building, No. 29 Shijingshan Road, Shijingshan District, Beijing 100043 People’s Republic of China Consent of Haiwen & Partners Subject: Company Yours faithfully, Haiwen & Partners 7 EX-15.2 16 d297639dex152.htm CONSENT OF HAIWEN & PARTNERS]

By | 2016-02-29T17:39:37+00:00 February 28th, 2012|Categories: Chinese Stocks, CYOU, SEC Original|Tags: , , , , , |0 Comments
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CYOU [Changyou.com] 20-F: (Title of each class) (Name of each exchange

[(Title of each class) (Name of each exchange on which registered) American Depositary Shares, each representing two Class A ordinary shares, par value US$0.01 per share The NASDAQ Global Select Market 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] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Share Transfer Framework Agreement by and among Beijing Gamease Age Digital Technology Co., Ltd. Changyou.com Limited Johnny, Cao Kai Kent, Yang Zhiyi Justin, Long Chunyan Liqing Zeng Yuan Wang Tao Liu Jie Zhang Ben, Meng Shuqi Suzhou Green Pine Growth Partnership] [Execution Version MASTER TRANSACTION AGREEMENT By and among SOHU.COM INC., SOHU.COM LIMITED, BEIJING SOHU INTERNET INFORMATION SERVICE CO., LTD. BEIJING SOHU NEW ERA INFORMATION TECHNOLOGY CO., LTD., AND BEIJING SOHU NEW MEDIA INFORMATION TECHNOLOGY CO., LTD. And CHANGYOU.COM LIMITED, CHANGYOU.COM HK LIMITED, BEIJING CHANGYOU GAMESPACE SOFTWARE TECHNOLOGY CO., LTD., AND BEIJING GUANYOU GAMESPACE DIGITAL TECHNOLOGY CO., LTD. NOVEMBER 29, 2011] [AMENDED AND RESTATED NON-COMPETITION AGREEMENT This Amended and Restated Non-Competition Agreement is dated as of November 29, 2011, by and between Sohu.com Inc., a Delaware corporation (“Sohu”), and Changyou.com Limited, a Cayman Islands corporation (“Changyou”). Sohu and Changyou are individually referred to as a “Party,” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have] [SERVICES AGREEMENT This Services Agreement (this “Agreement”) is dated November 29, 2011 and effective as of January 1, 2012 by and between (i) Beijing Changyou Gamespace Software Technology Co., Ltd. (“Gamespace”), a company organized and existing under the laws of the PRC with its registered address at Room 158, Building 1, No. 3 Xijing Road, Badachu Hi -technology Park, Shijingshan] [Online Link and Advertising Agreement Agreement Changyou This Online Link and Advertising Agreement (“this th Sohu floor, Building 1, No 18 yard, Shijingshanlu Yi Shijingshan District, Beijing, P. R. China, and Beijing Sohu New Media Information Technology Co., Ltd (“ Through amicable negotiation, Sohu agrees to provide Changyou with the right and access to certain online links, channels, and space] [FORM OF EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement’), effective as of January 1, 2012, by and between Changyou.com Limited, a Cayman Islands company (the “Company”), and Definitions Annex 1 1. Employment; Duties 2. Annex 2 (a) The Company agrees to employ the Employee in the capacity and with such responsibilities as are generally set forth on Annex 2] [FORM OF EXECUTIVE EMPLOYEE NON-COMPETITION, NON-SOLICITATION, CONFIDENTIAL INFORMATION AND WORK PRODUCT AGREEMENT In consideration of my employment and the compensation paid to me by Changyou.com Limited, a Cayman Island company, or a subsidiary or variable interest entity thereof (Changyou.com Limited or any such subsidiary or variable interest entity referred to herein individually and collectively as “Changyou”), and for other good] [BF-2010-0116 Contract No: Beijing Commercial Property Advance Sale Contract (Non-residential Commercial and Office Property) Beijing Raycom Jingyuan Real Estate Development Co., Ltd. Seller: Beijing AmazGame Age Internet Technology Co., Ltd. Buyer: Jing-Fang-Shou-Zheng (2011) No. 284 Advance Sale Permit No: Raycom Creativity Center 207, Flr 2, Commercial and Financial Project in Bajiao Area, Shijingshan, Land No. 1, 2 and 3 for] [• Changyou.com (HK) Limited, incorporated in Hong Kong. • ICE Entertainment (HK) Limited, incorporated in Hong Kong. • Beijing AmazGame Age Internet Technology Co., Ltd., incorporated in the PRC. • Beijing Changyou Gamespace Software Technology Co., Ltd., incorporated in the PRC. • ICE Information Technology (Shanghai) Co., Ltd, incorporated in the PRC. • Beijing Yang Fan Jing He Information Consulting] [I, Tao Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com 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, not] [I, Alex Ho, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com 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, not] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2011 and results of operations of the Company for the year ended December 31, 2011. Tao Wang Chief Executive Officer 4 EX-13.1 13 d297639dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2011 and results of operations of the Company for the year ended December 31, 2011. Alex Ho Chief Financial Officer 5 EX-13.2 14 d297639dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-161727) of Changyou.com Limited of our report dated February 28, 2012 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. PricewaterhouseCoopers Zhong Tian CPAs Limited] [Letterhead of Haiwen & Partners February 28, 2012 Changyou.com Ltd. East Tower, JingYan Building, No. 29 Shijingshan Road, Shijingshan District, Beijing 100043 People’s Republic of China Consent of Haiwen & Partners Subject: Company Yours faithfully, Haiwen & Partners 7 EX-15.2 16 d297639dex152.htm CONSENT OF HAIWEN & PARTNERS]

By | 2016-02-29T17:41:19+00:00 February 28th, 2012|Categories: Chinese Stocks, CYOU, Webplus ver|Tags: , , , , , |0 Comments
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CYOU [Changyou.com] 20-F: (Title of each class) (Name of each exchange

[(Title of each class) (Name of each exchange on which registered) American Depositary Shares, each representingtwo ClassA ordinary shares, par value US$0.01 per share The NASDAQ Global Select Market None None Indicate the number of outstanding shares of each of the issuers classes ofpital ormmon stock of the close of the periodvered by the annual] [Confidential Treatment Requested.nfidential portions of this document have been redacted and have been separately filed with the SEC. STYLE="font-family:Times New Roman" SIZE="2"> Share Transfer Frameworkreement by and among Beijing Gameasee Digital Technology STYLE="font-family:Times New Roman" SIZE="2"> Changyou.com Limited Johnny,o Kai Kent, Yang Zhiyi STYLE="font-family:Times New Roman" SIZE="2">] [Execution Version STYLE="font-family:Times New Roman" SIZE="2"> MASTER TRANSACTIONREEMENT By and among SOHU.COM STYLE="font-family:Times New Roman" SIZE="2"> SOHU.COM LIMITED, BEIJING SOHU INTERNET INFORMATION SERVICE BEIJING SOHU NEW ERA INFORMATION TECHNOLOGY AND STYLE="font-family:Times New Roman" SIZE="2"> BEIJING SOHU NEW MEDIA INFORMATION TECHNOLOGY And CHANGYOU.COM LIMITED,] [AMENDED AND RESTATED STYLE="font-family:Times New Roman" SIZE="2"> NON-COMPETITIONREEMENT This Amended and Restated Non-Competitionreement isted of November29, 2011, by and between Sohu.com a Delawarerporation (Sohu), and Changyou.com Limited, ayman Islandsrporation (Changyou). Sohu and Changyou are individually referred to a Party, and together the Parties.pitalized terms used herein and not otherwise defined shall have the meaningscribed to] [SERVICESREEMENT STYLE="font-family:Times New Roman" SIZE="2"> This Servicesreement (thisreement) isted November29, 2011 and effective of January1, 2012 by and between (i)Beijing Changyou Gamespace Software Technology (Gamespace), ampany organized and existing under the laws of the with its registereddress at Room 158, Building 1, No.3 Xijing Road, Badachu Hi -technology Park, Shijingshan District, Beijing, China and its] [Online Link andvertisingreement STYLE="font-family:Times New Roman" SIZE="2">reement Changyou This Online Link andvertisingreement (this th Sohu Through amicable negotiation, Sohurees to provide Changyou with the right and access to certain online links, channels, andace forvertising placements, and Changyourees to engage Sohu to provide such right and access, in eachse subject to the terms andnditions hereunder.] [FORM OF EXECUTIVE EMPLOYMENTREEMENT STYLE="font-family:Times New Roman" SIZE="2"> EXECUTIVE EMPLOYMENTREEMENT (thisreement), effective of January1, 2012, by and between Changyou.com Limited, ayman Islandsmpany (thempany), and Definitions Annex 1 STYLE="font-family:Times New Roman" SIZE="2">1. Employment; Duties 2. Annex 2 STYLE="font-family:Times New Roman" SIZE="2">(a) Thempanyrees to employ the Employee in thepacity and with such responsibilities are generally set forth] [FORM OF EXECUTIVE EMPLOYEE NON-COMPETITION, NON-SOLICITATION, STYLE="font-family:Times New Roman" SIZE="2">NFIDENTIAL INFORMATION AND WORK PRODUCTREEMENT STYLE="font-family:Times New Roman" SIZE="2">Innsideration of my employment and thempensation paid to me by Changyou.com Limited, ayman Islandmpany, or a subsidiary or variable interest entity thereof (Changyou.com Limited or any such subsidiary or variable interest entity referred to herein individually andllectively Changyou),] [BF-2010-0116ntract No: Beijingmmercial Propertyvancelentract (Non-residentialmmercial and Office Property) STYLE="font-family:Times New Roman" SIZE="2"> Beijing Raycom Jingyuan Real Estate Development Seller: Beijing AmazGamee Internet Technology Buyer: Jing-Fang-Shou-Zheng (2011)No. 284vancele Permit No: Raycom Creativity Center 207, Flr 2,mmercial and Financial Project in Bajiao Area, Shijingshan, Land No.1, 2 and 3 formmercial and Financial Purposes, Bajiao, Shijingshan District] [STYLE="font-family:Times New Roman" SIZE="2"> Changyou.com (HK) Limited,orporated in Hong Kong. ICE Entertainment (HK) Limited,orporated in Hong Kong. Beijing AmazGamee Internet Technologyorporated in the Beijing Changyou Gamespace Software Technologyorporated in the ICE Information Technology (Shanghai)orporated in the] [STYLE="font-family:Times New Roman" SIZE="2">I, Tao Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com Limited; 2. Based on my knowledge, this report does notntain 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] [STYLE="font-family:Times New Roman" SIZE="2">I,ex Ho, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com Limited; 2. Based on my knowledge, this report does notntain 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 STYLE="font-family:Times New Roman" SIZE="2"> (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2011 and results of operations of thempany for the year ended December31, 2011. Tao Wang Chief Executive Officer 4 CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [CERTIFICATION STYLE="font-family:Times New Roman" SIZE="2"> (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2011 and results of operations of thempany for the year ended December31, 2011.ex Ho Chief Financial Officer 5 CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM STYLE="font-family:Times New Roman" SIZE="2"> We herebynsent to theorporation by reference in the Registration Statement on Form S-8 (No. 333-161727) of Changyou.com Limited of our reportted February28, 2012 relating to thensolidated financial statements and the effectiveness of internalntrol over financial reporting, which appears in this Form 20-F.] [Letterhead of Haiwen& Partners STYLE="font-family:Times New Roman" SIZE="2"> February28, 2012 Changyou.com East Tower, JingYan Building, No.29 Shijingshan Road, Shijingshan District, STYLE="font-family:Times New Roman" SIZE="2">Beijing 100043 Peoples Republic of Chinansent of Haiwen& Partners Subject:mpany Yours faithfully, Haiwen& Partners 7NSENT OF HAIWEN & PARTNERS d297639dex152.htm 16 EX-15.2]

By | 2016-02-04T19:42:13+00:00 February 28th, 2012|Categories: Chinese Stocks, CYOU, Webplus ver|Tags: , , , , , |0 Comments
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