JOBS [51JOB] 20-F: (Original Filing)

[] [Domain Name License Agreement between 51net.com Inc and Shanghai Run An Lian Information Consultancy Company Limited May 3, 2008 ARTICLE I LICENSE 3 ARTICLE II LICENSE FEES 3 ARTICLE III OWNERSHIP 3 ARTICLE IV CONFIDENTIALITY 4 4 5 ARTICLE VII QUALITY OF 51NET WEBSITE 5 ARTICLE VIII COMPETITIVE DOMAIN NAME 5] [CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER I, Rick Yan, certify that: 1. I have reviewed this annual report on Form 20-F of 51job, 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] [CERTIFICATION BY THE CHIEF FINANCIAL OFFICER I, Peter Lui, certify that: 1. I have reviewed this annual report on Form 20-F of 51job, 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] [CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER (2) The information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of the Company. Rick Yan Chief Executive Officer] [CERTIFICATION BY THE CHIEF FINANCIAL OFFICER (2) The information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of the Company. Peter Lui Chief Financial Officer] [[Maples and Calder letterhead] Our ref VZL\303788\3225786v2 Direct tel +852 2971 3008 E-mail greg.knowles@maplesandcalder.com 51job, Inc. 29 April 2009 Dear Sir Re: 51job, Inc. Company We have acted as legal advisors as to the laws of the Cayman Islands to 51job, Inc., an exempted limited liability company incorporated in the Cayman Islands (the “ We hereby consent to the reference] [[Jun He Law Offices letterhead] April 29, 2009 51job, Inc. Dear Sirs, Yours faithfully, Jun He Law Offices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-139596 and No. 333-124838) of 51job, Inc. of our report dated April 29, 2009 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in 51job, Inc.’s Annual]

By | 2016-03-22T09:01:42+00:00 April 29th, 2009|Categories: Chinese Stocks, JOBS, SEC Original|Tags: , , , , , |0 Comments
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JOBS [51JOB] 20-F:

[] [Domain Name License Agreement between 51net.com Inc and Shanghai Run An Lian Information Consultancy Company Limited May 3, 2008 ARTICLE I LICENSE 3 ARTICLE II LICENSE FEES 3 ARTICLE III OWNERSHIP 3 ARTICLE IV CONFIDENTIALITY 4 4 5 ARTICLE VII QUALITY OF 51NET WEBSITE 5 ARTICLE VIII COMPETITIVE DOMAIN NAME 5] [CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER I, Rick Yan, certify that: 1. I have reviewed this annual report on Form 20-F of 51job, 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] [CERTIFICATION BY THE CHIEF FINANCIAL OFFICER I, Peter Lui, certify that: 1. I have reviewed this annual report on Form 20-F of 51job, 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] [CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER (2) The information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of the Company. Rick Yan Chief Executive Officer] [CERTIFICATION BY THE CHIEF FINANCIAL OFFICER (2) The information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of the Company. Peter Lui Chief Financial Officer] [[Maples and Calder letterhead] Our ref VZL\303788\3225786v2 Direct tel +852 2971 3008 E-mail greg.knowles@maplesandcalder.com 51job, Inc. 29 April 2009 Dear Sir Re: 51job, Inc. Company We have acted as legal advisors as to the laws of the Cayman Islands to 51job, Inc., an exempted limited liability company incorporated in the Cayman Islands (the “ We hereby consent to the reference] [[Jun He Law Offices letterhead] April 29, 2009 51job, Inc. Dear Sirs, Yours faithfully, Jun He Law Offices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-139596 and No. 333-124838) of 51job, Inc. of our report dated April 29, 2009 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in 51job, Inc.’s Annual]

By | 2016-03-22T09:03:26+00:00 April 29th, 2009|Categories: Chinese Stocks, JOBS, Webplus ver|Tags: , , , , , |0 Comments
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KZ [KONGZHONG] 20-F: (Original Filing)

[] [Power of Attorney Principal: Yang Yang ID No.: 110104731027252 Address: 407, No. 397 Guang An Men Wai Avenue, Xuanwu District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Yang Yang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting] [Power of Attorney Principal: Yang Li ID No.: 110104197708032533 Address: No. 210, Building 397, Guang’anmenwai Avenue, Xuanwu District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Yang Li, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Xuelei Wu ID No.: 110102197501140024 Address: No.23, Ningbo Street, Xicheng District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Xuelei Wu, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder of] [Power of Attorney Principal: Yang Li ID No.: 110104197708032533 Address: No. 210, Building 397, Guang’anmenwai Avenue, Xuanwu District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Beijing Xinrui Network Technologies Co., Ltd. (“Beijing Xinrui”) The Principal, Yang Li, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Guijun Wang ID No.: 110108197604075411 Address: No. 17, Andeli North Street Jia, East District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Beijing Xinrui Network Technologies Co., Ltd. (“Beijing Xinrui”) The Principal, Guijun Wang, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Jingye Sun IDNo.: 110102197202232316 Address: No.7 Block A, building8, Fuwai Avenue, Xicheng District, Beijing. Agent: Zhou Yunfan IDNo.: 110102197411102374 Address: 13A, Building 9, South Garden, Guancheng, Madian Haidian District, Beijing The Principal, Jingye Sun, a citizen of the People’s Republic of China, hereby authorizes Mr. Yunfan Zhou to exercise all voting powers as a shareholder of] [Power of Attorney Principal: Li Ai ID No.: 110108197304238936 Address: No. 403, Unit 2, Building 7, Sanyi Xili, Xuanwu District, Beijing. Agent: Zhou Yunfan ID No.: 110102197411102374 Address: 13A, Building 9, South Garden, Guancheng, Madian Haidian District, Beijing The Principal, Li Ai, a citizen of the People’s Republic of China, hereby authorizes Mr. Yunfan Zhou to exercise all voting powers] [Power of Attorney Principal: Linguang Wu ID No.: 340104197202233015 Address: No. 159-204, Feixi Road No. 3, Shushan District, Hefei Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Linguang Wu, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Guijun Wang ID No.: 110108197604075411 Address: No. 17, Andeli North Street Jia, East District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Guijun Wang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Songlin Yang ID No.: Address: Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Songlin Yang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder of Beijing AirInbox Information Technologies Co. Ltd. (“Beijing] [Power of Attorney Principal: Zhen Huang ID No.: 610104197802191627 Address: NO.36, Jianhuaxi Lane, Lianhu District, Xi’an, Shanxi Province Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Zhen Huang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a] [Power of Attorney Principal: Jingye Sun ID No.: 110102197202232316 Address: No.7 Block A, Building8, Fuwai Avenue, Xicheng District, Beijing. Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiaoyang Yibin Hutong, Dongcheng District, Beijing The Principal, Jingye Sun, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder] [Power of Attorney Xu Guo ID No.: 110101197010212111 Address: No. 502, Unit 1, Building 9, Shenggubeili, Chaoyang District, Beijing Agent: Leilei Wang 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Xu Guo, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder] [Power of Attorney Yang Yang ID No.: 110104731027252 Address: 407, No. 397 Guang An Men Wai Avenue, Xuanwu District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Yang Yang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Li Ai ID No.: 110108197304238936 Address: No. 403, Unit 2, Building 7, Sanyi Xili, Xuanwu District, Beijing. Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiaoyang Yibin Hutong, Dongcheng District, Beijing. The Principal, Li Ai, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Letter of Undertaking ： Date To: KongZhong Information Technologies (Beijing) Co., Ltd (“KongZhong Beijing”) Dear Sir/Madam: Whereas: 1. 2. Shareholders of Beijing AirInbox have revoked aforesaid Power of Attorney according to the board resolution of KongZhong Beijing which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a) the Power] [Letter of Undertaking ： Date To: KongZhong Information Technologies (Beijing) Co., Ltd (“KongZhong Beijing”) Dear Sir/Madam: Whereas: 1. 2. Shareholders of Wireless Interactive have revoked the aforesaid Power of Attorney according to the board resolution of KongZhong Beijing which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a) the] [Letter of Undertaking ： Date To: KongZhong Information Technologies (Beijing) Co., Ltd (“KongZhong Beijing”) Dear Sir/Madam: Whereas: 1. 2. Shareholders of Chengxitong have revoked aforesaid Power of Attorney according to the board resolution of KongZhong Beijing which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a) the Power of] [Letter of Undertaking ： Date Anjian Xingye Technologies （ Beijing ） Co., Ltd. (“Anjian Xingye”) To: Dear Sir/Madam: Whereas: 1. 2. Shareholders of Beijing Xinrui have revoked aforesaid Power of Attorney according to the board resolution of Anjian Xingye which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a)] [Contract Registration No.: 2 0 0 8 1 1 0 0 3 2 0 1 2 6 1 6 Technical Service Agreement (Including Technical Training and Technology Intermediary Services) Registered (seal) Agreement 08DX039 on China Mobile’s WAP Service Principal: China Mobile Telecommunications Group Corporation (Party A) Agent: Beijing AirInbox Information Technologies Co., Ltd. (seal) (Party B) Place of Execution: Haidian] [Contract Registration No.: 2 0 0 8 1 1 0 0 3 2 0 0 9 7 4 9 TECHNICAL SERVICE AGREEMENT (Including Technical Training and Technology Intermediary Services) (Registered seal) Agreement 08DX028 on Monternet Short Message Services Principal: China Mobile Telecommunications Group Corporation (Beijing) Co., Ltd. (Party A) Agent: Beijing AirInbox Information Technologies Co., Ltd. (seal) (Party B) Place] [Contract Registration No.: 2 0 0 8 1 1 0 0 3 2 0 1 8 2 2 5 Technical Service Agreement (Including Technical Training and Technology Intermediary Services) Registered (seal) Agreement 08DX048 on Monternet Multimedia Messaging Services Principal: China Mobile Telecommunications Group Corporation (Party A) Agent: Beijing AirInbox Information Technologies Co., Ltd. (seal) (Party B) Place of Execution: Haidian] [Contract Registration No.: 2 0 0 9 1 1 0 0 3 2 0 0 1 1 8 8 TECHNICAL SERVICE AGREEMENT (Including Technical Training and Technology Intermediary Services) Registered (seal) Agreement 08DX104 on Interactive Voice Response Service Principal: China Mobile Telecommunications Group Corporation (Beijing) Co., Ltd. (Party A) Agent: Beijing AirInbox Information Technologies Co., Ltd. (Party B) Place of] [Reference No. DC – ZW – TD – 012 Lease Agreement No. DC-ZW-TD-12 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing AirInbox Information Technologies Co., Ltd. Article 1 Rental, Property Management Charge and Deposit Subsection 1 th Premises Lessor agrees to lease rooms 01/02/03/10/11 on the 7 Subsection 2 The lease term of the Premises shall] [Reference No. DC – ZW – TD – 07 Lease Agreement No. DC-ZW-TD-07 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: KongZhong China Article 1 Rental, Property Management Charge and Deposit Subsection 1 nd Premises Lessor agrees to lease room 08 on the 32 Subsection 2 The lease term of the Premises shall be six months, commencing] [Supplemental Agreement No.2 to the Lease Agreement No. DC-ZW-TD-07 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: KongZhong China Contract nd The Realty Lease Contract No. DC-ZW-TD-07 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty Lease Contract No. DC-ZW-TD-07] [Reference No. DC – ZW – TD – 06 Lease Agreement No. DC-ZW-TD-06 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing Xinrui Network Technologies Co., Ltd. Article 1 Rental, Property Management Charge and Deposit Subsection 1 th Premises Lessor agrees to lease room 08 on the 8 Subsection 2 The lease term of the Premises shall] [Supplemental Agreement No.2 to the Lease Contract No. DC-ZW-TD-06 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing Xinrui Network Technologies Co., Ltd. Contract th The Realty Lease Contract No. DC-ZW-TD-06 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty] [Joint and Several Liability Agreement Joint Lease Agreement Party A Party A: Beijing Gaoling Estate Development Co., Ltd. (hereinafter “ Party B Party B: Beijing AirInbox Information Technologies, Co., Ltd. (hereinafter “ Party C Party C: Beijing Boya Wuji Technologies Co., Ltd. (hereinafter “ Party D Party D: Beijing Wireless Interactive Network Technologies Co., Ltd. (hereinafter “ Party E Party] [Capital Contribution Transfer Agreement Hai Qi Jingye Sun and Li Ai Yang Yang According to the shareholders’ meeting resolution, 1 Hai Qi agrees to transfer his 30% equity interests in Beijing Wireless Interactive Network Technology Co. Ltd., to Jingye Sun. 2 Jingye Sun agrees to accept from Hai Qi the 30% equity interests in Beijing Wireless Interactive Network Technology Co.] [AMENDMENT TO SHARE PLEDGE AGREEMENT Agreement) parties This AMENDING AGREEMENT (this Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Beijing Wireless Interactive Network Technology Limited (WINT) Address: 8F-805, Tengda plaza, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Yang Yang Party C: Yang Yang] [AMENDMENT TO BUSINESS OPERATIONS AGREEMENT Agreement) parties This AMENDING AGREEMENT (this Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Beijing Wireless Interactive Network Technology Limited (WINT) Address: 8F-805, Tengda plaza, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Yang Yang Party C: Yang Yang] [AMENDMENT TO OPTION AGREEMENT Agreement) parties This AMENDING AGREEMENT (this Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Beijing Wireless Interactive Network Technology Limited (WINT) Address: 8F-805, Tengda plaza, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Yang Yang Party C: Yang Yang Address: 407, No.] [Capital Contribution Transfer Agreement Shaoying Zhang Yanli You Xu Guo Yang Yang According to the shareholders’ meeting resolution of Shanghai Mailifang Communications Ltd.(“Mailifang”), 1 Shaoying Zhang agrees to transfer her 55% equity interests in Mailifang to Xu Guo. 2 Xu Guo agrees to accept from Shaoying Zhang the 55% equity interests in Mailifang. 3 Yanli You agrees to transfer her] [Option Agreement THIS OPTION AGREEMENT Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Xu Guo Party C: Yang Yang Party D: Shanghai Mailifang Communications Ltd. Address: Room 112, No. 258, Guichang Road, Pudong New District, Shanghai. WHEREAS 1. Party A is a wholly foreign-owned] [EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT This Exclusive Technical Consulting and Services Agreement (the "Agreement") is entered into in Beijing as of April 1, 2009 between the following two parties. KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD. PARTY A: SHANGHAI MAILIFANG COMMUNICATIONS LTD. PARTY B: WHEREAS, 1. Party A ,a wholly foreign−owned enterprise registered in People's Republic of China (the "PRC",] [Share Pledge Agreement This Share Pledge Agreement (this “Agreement”) is entered into on April 1, 2009 in Beijing by and among the following parties: Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Shanghai Mailifang Communications Ltd. Address: Room 112, No. 258, Guichang Road, Pudong] [Business Operations Agreement This Business Operations Agreement (this “Agreement”) is entered into on the day of April 1, 2009, in Beijing by and among the following parties: Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Shanghai Mailifang Communications Ltd. Address: Room 112, No. 258,] [Supplemental Agreement No.4 to the Premises Lease Agreement No. TD0196 Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing AirInbox Information Technologies Co., Ltd. Contract th The Realty Lease Contract No. TD0196 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty Lease Contract] [Supplemental Agreement No.8 to the Premises Lease Agreement No. TD0130 Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing AirInbox Information Technologies Co., Ltd. Contract nd rd The Realty Lease Contract No. TD0130 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty Lease] [Supplemental Agreement No. 5 to the Premises Lease Agreement No. TD0131 Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: KongZhong Information Technologies (Beijing) Co., Ltd. th The Realty Lease Contract No. TD0131 signed by and between the Lessor and Lessee shall be expired on August 27, 2008; however the Lessee desires to continue leasing the entire 35 1. Effective from] [EXECUTION VERSION Dated March 18, 2009 among KongZhong Corporation, Leilei Wang and Nokia Growth Partners II, L.P. TABLE OF CONTENTS Page Recitals 1 Article I Purchase; Closing 1.1 Purchase 1 1.2 Closing 1 1.3] [EXECUTION VERSION First Amendment Amendment Purchase Agreement Company Sponsor Investor Recitals: WHEREAS, NOW, THEREFORE, 1. All capitalized terms used and not otherwise defined in this Amendment have the respective meanings indicated in the Purchase Agreement. 2. Section 2.2(b) of the Purchase Agreement is hereby amended and restated in its entirety as follows: Capitalization Capitalization Date “ 3. This Amendment shall] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of April 24, 2009 Name of the Subsidiaries State or Jurisdiction of Incorporation Anjian Xingye Technology (Beijing) Co., Ltd. People’s Republic of China Beijing AirInbox Information Technologies Co., Ltd. People’s Republic of China Beijing Boya Wuji Technologies Co., Ltd. People’s Republic of China Beijing Chengxitong Information Technology Co., Ltd. People’s] [CERTIFICATION I, Leilei Wang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [CERTIFICATION I, Jay Chang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [KONGZHONG CORPORATION Certification April 29, 2009 EX-13.1 52 v146273_ex13-1.htm] [KONGZHONG CORPORATION Certification April 29, 2009 EX-13.2 53 v146273_ex13-2.htm] [KongZhong Corporation 35th Floor, Tengda Plaza No. 168 Xizhimenwai Street Beijing, China 100044 RE: KONGZHONG CORPORATION Dear Sirs/Madams, Company We have acted as legal advisors as to the People's Republic of China law to KongZhong Corporation, an exempted limited liability company incorporated in the Cayman Islands (the “ We hereby consent to the reference of our firm under the headings] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ’ We consent to the incorporation by reference in the Registration Statements on Form S-8 (Form S-8 Nos. 333-122530, 333-132219, 333-140538 and 333-156640) of our reports dated April 24, 2009 relating to the consolidated financial statements of KongZhong Corporation and its subsidiaries and variable interest entities (the "Company") (which report expresses an unqualified] [April 20, 2009 The Directors KongZhong Corporation 35/F Tenda Plaza, No. 168 Xiwai Street, Haidian District, Beijing, China Post Code: 100044 Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED We hereby consent to the references to our name and our financial appraisal reports, dated May 15, 2006 and addressed to the board of directors of KongZhong Corporation, and to references]

By | 2016-03-08T06:48:20+00:00 April 29th, 2009|Categories: Chinese Stocks, KZ, SEC Original|Tags: , , , , , |0 Comments
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KZ [KONGZHONG] 20-F:

[] [Power of Attorney Principal: Yang Yang ID No.: 110104731027252 Address: 407, No. 397 Guang An Men Wai Avenue, Xuanwu District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Yang Yang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting] [Power of Attorney Principal: Yang Li ID No.: 110104197708032533 Address: No. 210, Building 397, Guang’anmenwai Avenue, Xuanwu District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Yang Li, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Xuelei Wu ID No.: 110102197501140024 Address: No.23, Ningbo Street, Xicheng District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Xuelei Wu, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder of] [Power of Attorney Principal: Yang Li ID No.: 110104197708032533 Address: No. 210, Building 397, Guang’anmenwai Avenue, Xuanwu District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Beijing Xinrui Network Technologies Co., Ltd. (“Beijing Xinrui”) The Principal, Yang Li, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Guijun Wang ID No.: 110108197604075411 Address: No. 17, Andeli North Street Jia, East District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Beijing Xinrui Network Technologies Co., Ltd. (“Beijing Xinrui”) The Principal, Guijun Wang, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Jingye Sun IDNo.: 110102197202232316 Address: No.7 Block A, building8, Fuwai Avenue, Xicheng District, Beijing. Agent: Zhou Yunfan IDNo.: 110102197411102374 Address: 13A, Building 9, South Garden, Guancheng, Madian Haidian District, Beijing The Principal, Jingye Sun, a citizen of the People’s Republic of China, hereby authorizes Mr. Yunfan Zhou to exercise all voting powers as a shareholder of] [Power of Attorney Principal: Li Ai ID No.: 110108197304238936 Address: No. 403, Unit 2, Building 7, Sanyi Xili, Xuanwu District, Beijing. Agent: Zhou Yunfan ID No.: 110102197411102374 Address: 13A, Building 9, South Garden, Guancheng, Madian Haidian District, Beijing The Principal, Li Ai, a citizen of the People’s Republic of China, hereby authorizes Mr. Yunfan Zhou to exercise all voting powers] [Power of Attorney Principal: Linguang Wu ID No.: 340104197202233015 Address: No. 159-204, Feixi Road No. 3, Shushan District, Hefei Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Linguang Wu, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Guijun Wang ID No.: 110108197604075411 Address: No. 17, Andeli North Street Jia, East District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Guijun Wang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Songlin Yang ID No.: Address: Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Songlin Yang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder of Beijing AirInbox Information Technologies Co. Ltd. (“Beijing] [Power of Attorney Principal: Zhen Huang ID No.: 610104197802191627 Address: NO.36, Jianhuaxi Lane, Lianhu District, Xi’an, Shanxi Province Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Zhen Huang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a] [Power of Attorney Principal: Jingye Sun ID No.: 110102197202232316 Address: No.7 Block A, Building8, Fuwai Avenue, Xicheng District, Beijing. Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiaoyang Yibin Hutong, Dongcheng District, Beijing The Principal, Jingye Sun, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder] [Power of Attorney Xu Guo ID No.: 110101197010212111 Address: No. 502, Unit 1, Building 9, Shenggubeili, Chaoyang District, Beijing Agent: Leilei Wang 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Xu Guo, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as a shareholder] [Power of Attorney Yang Yang ID No.: 110104731027252 Address: 407, No. 397 Guang An Men Wai Avenue, Xuanwu District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing The Principal, Yang Yang, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Power of Attorney Principal: Li Ai ID No.: 110108197304238936 Address: No. 403, Unit 2, Building 7, Sanyi Xili, Xuanwu District, Beijing. Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiaoyang Yibin Hutong, Dongcheng District, Beijing. The Principal, Li Ai, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei to exercise all voting powers as] [Letter of Undertaking ： Date To: KongZhong Information Technologies (Beijing) Co., Ltd (“KongZhong Beijing”) Dear Sir/Madam: Whereas: 1. 2. Shareholders of Beijing AirInbox have revoked aforesaid Power of Attorney according to the board resolution of KongZhong Beijing which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a) the Power] [Letter of Undertaking ： Date To: KongZhong Information Technologies (Beijing) Co., Ltd (“KongZhong Beijing”) Dear Sir/Madam: Whereas: 1. 2. Shareholders of Wireless Interactive have revoked the aforesaid Power of Attorney according to the board resolution of KongZhong Beijing which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a) the] [Letter of Undertaking ： Date To: KongZhong Information Technologies (Beijing) Co., Ltd (“KongZhong Beijing”) Dear Sir/Madam: Whereas: 1. 2. Shareholders of Chengxitong have revoked aforesaid Power of Attorney according to the board resolution of KongZhong Beijing which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a) the Power of] [Letter of Undertaking ： Date Anjian Xingye Technologies （ Beijing ） Co., Ltd. (“Anjian Xingye”) To: Dear Sir/Madam: Whereas: 1. 2. Shareholders of Beijing Xinrui have revoked aforesaid Power of Attorney according to the board resolution of Anjian Xingye which revocation became effective on October 13, 2008. To avoid confusion, documents listed below became ineffective on October 13, 2008: a)] [Contract Registration No.: 2 0 0 8 1 1 0 0 3 2 0 1 2 6 1 6 Technical Service Agreement (Including Technical Training and Technology Intermediary Services) Registered (seal) Agreement 08DX039 on China Mobile’s WAP Service Principal: China Mobile Telecommunications Group Corporation (Party A) Agent: Beijing AirInbox Information Technologies Co., Ltd. (seal) (Party B) Place of Execution: Haidian] [Contract Registration No.: 2 0 0 8 1 1 0 0 3 2 0 0 9 7 4 9 TECHNICAL SERVICE AGREEMENT (Including Technical Training and Technology Intermediary Services) (Registered seal) Agreement 08DX028 on Monternet Short Message Services Principal: China Mobile Telecommunications Group Corporation (Beijing) Co., Ltd. (Party A) Agent: Beijing AirInbox Information Technologies Co., Ltd. (seal) (Party B) Place] [Contract Registration No.: 2 0 0 8 1 1 0 0 3 2 0 1 8 2 2 5 Technical Service Agreement (Including Technical Training and Technology Intermediary Services) Registered (seal) Agreement 08DX048 on Monternet Multimedia Messaging Services Principal: China Mobile Telecommunications Group Corporation (Party A) Agent: Beijing AirInbox Information Technologies Co., Ltd. (seal) (Party B) Place of Execution: Haidian] [Contract Registration No.: 2 0 0 9 1 1 0 0 3 2 0 0 1 1 8 8 TECHNICAL SERVICE AGREEMENT (Including Technical Training and Technology Intermediary Services) Registered (seal) Agreement 08DX104 on Interactive Voice Response Service Principal: China Mobile Telecommunications Group Corporation (Beijing) Co., Ltd. (Party A) Agent: Beijing AirInbox Information Technologies Co., Ltd. (Party B) Place of] [Reference No. DC – ZW – TD – 012 Lease Agreement No. DC-ZW-TD-12 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing AirInbox Information Technologies Co., Ltd. Article 1 Rental, Property Management Charge and Deposit Subsection 1 th Premises Lessor agrees to lease rooms 01/02/03/10/11 on the 7 Subsection 2 The lease term of the Premises shall] [Reference No. DC – ZW – TD – 07 Lease Agreement No. DC-ZW-TD-07 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: KongZhong China Article 1 Rental, Property Management Charge and Deposit Subsection 1 nd Premises Lessor agrees to lease room 08 on the 32 Subsection 2 The lease term of the Premises shall be six months, commencing] [Supplemental Agreement No.2 to the Lease Agreement No. DC-ZW-TD-07 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: KongZhong China Contract nd The Realty Lease Contract No. DC-ZW-TD-07 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty Lease Contract No. DC-ZW-TD-07] [Reference No. DC – ZW – TD – 06 Lease Agreement No. DC-ZW-TD-06 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing Xinrui Network Technologies Co., Ltd. Article 1 Rental, Property Management Charge and Deposit Subsection 1 th Premises Lessor agrees to lease room 08 on the 8 Subsection 2 The lease term of the Premises shall] [Supplemental Agreement No.2 to the Lease Contract No. DC-ZW-TD-06 of Tengda Building Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing Xinrui Network Technologies Co., Ltd. Contract th The Realty Lease Contract No. DC-ZW-TD-06 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty] [Joint and Several Liability Agreement Joint Lease Agreement Party A Party A: Beijing Gaoling Estate Development Co., Ltd. (hereinafter “ Party B Party B: Beijing AirInbox Information Technologies, Co., Ltd. (hereinafter “ Party C Party C: Beijing Boya Wuji Technologies Co., Ltd. (hereinafter “ Party D Party D: Beijing Wireless Interactive Network Technologies Co., Ltd. (hereinafter “ Party E Party] [Capital Contribution Transfer Agreement Hai Qi Jingye Sun and Li Ai Yang Yang According to the shareholders’ meeting resolution, 1 Hai Qi agrees to transfer his 30% equity interests in Beijing Wireless Interactive Network Technology Co. Ltd., to Jingye Sun. 2 Jingye Sun agrees to accept from Hai Qi the 30% equity interests in Beijing Wireless Interactive Network Technology Co.] [AMENDMENT TO SHARE PLEDGE AGREEMENT Agreement) parties This AMENDING AGREEMENT (this Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Beijing Wireless Interactive Network Technology Limited (WINT) Address: 8F-805, Tengda plaza, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Yang Yang Party C: Yang Yang] [AMENDMENT TO BUSINESS OPERATIONS AGREEMENT Agreement) parties This AMENDING AGREEMENT (this Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Beijing Wireless Interactive Network Technology Limited (WINT) Address: 8F-805, Tengda plaza, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Yang Yang Party C: Yang Yang] [AMENDMENT TO OPTION AGREEMENT Agreement) parties This AMENDING AGREEMENT (this Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Beijing Wireless Interactive Network Technology Limited (WINT) Address: 8F-805, Tengda plaza, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Yang Yang Party C: Yang Yang Address: 407, No.] [Capital Contribution Transfer Agreement Shaoying Zhang Yanli You Xu Guo Yang Yang According to the shareholders’ meeting resolution of Shanghai Mailifang Communications Ltd.(“Mailifang”), 1 Shaoying Zhang agrees to transfer her 55% equity interests in Mailifang to Xu Guo. 2 Xu Guo agrees to accept from Shaoying Zhang the 55% equity interests in Mailifang. 3 Yanli You agrees to transfer her] [Option Agreement THIS OPTION AGREEMENT Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Xu Guo Party C: Yang Yang Party D: Shanghai Mailifang Communications Ltd. Address: Room 112, No. 258, Guichang Road, Pudong New District, Shanghai. WHEREAS 1. Party A is a wholly foreign-owned] [EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT This Exclusive Technical Consulting and Services Agreement (the "Agreement") is entered into in Beijing as of April 1, 2009 between the following two parties. KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD. PARTY A: SHANGHAI MAILIFANG COMMUNICATIONS LTD. PARTY B: WHEREAS, 1. Party A ,a wholly foreign−owned enterprise registered in People's Republic of China (the "PRC",] [Share Pledge Agreement This Share Pledge Agreement (this “Agreement”) is entered into on April 1, 2009 in Beijing by and among the following parties: Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Shanghai Mailifang Communications Ltd. Address: Room 112, No. 258, Guichang Road, Pudong] [Business Operations Agreement This Business Operations Agreement (this “Agreement”) is entered into on the day of April 1, 2009, in Beijing by and among the following parties: Party A: Kongzhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaze, No.168 Xiwai Street, Haidian District, Beijing Legal Representative: Guijun Wang Party B: Shanghai Mailifang Communications Ltd. Address: Room 112, No. 258,] [Supplemental Agreement No.4 to the Premises Lease Agreement No. TD0196 Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing AirInbox Information Technologies Co., Ltd. Contract th The Realty Lease Contract No. TD0196 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty Lease Contract] [Supplemental Agreement No.8 to the Premises Lease Agreement No. TD0130 Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: Beijing AirInbox Information Technologies Co., Ltd. Contract nd rd The Realty Lease Contract No. TD0130 signed by and between the Lessor and Lessee (hereinafter the “ 1. Effective from August 28, 2008, the subsection 2 of Article 1 under the Realty Lease] [Supplemental Agreement No. 5 to the Premises Lease Agreement No. TD0131 Lessor: Beijing Gaoling Estate Development Co., Ltd. Lessee: KongZhong Information Technologies (Beijing) Co., Ltd. th The Realty Lease Contract No. TD0131 signed by and between the Lessor and Lessee shall be expired on August 27, 2008; however the Lessee desires to continue leasing the entire 35 1. Effective from] [EXECUTION VERSION Dated March 18, 2009 among KongZhong Corporation, Leilei Wang and Nokia Growth Partners II, L.P. TABLE OF CONTENTS Page Recitals 1 Article I Purchase; Closing 1.1 Purchase 1 1.2 Closing 1 1.3] [EXECUTION VERSION First Amendment Amendment Purchase Agreement Company Sponsor Investor Recitals: WHEREAS, NOW, THEREFORE, 1. All capitalized terms used and not otherwise defined in this Amendment have the respective meanings indicated in the Purchase Agreement. 2. Section 2.2(b) of the Purchase Agreement is hereby amended and restated in its entirety as follows: Capitalization Capitalization Date “ 3. This Amendment shall] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of April 24, 2009 Name of the Subsidiaries State or Jurisdiction of Incorporation Anjian Xingye Technology (Beijing) Co., Ltd. People’s Republic of China Beijing AirInbox Information Technologies Co., Ltd. People’s Republic of China Beijing Boya Wuji Technologies Co., Ltd. People’s Republic of China Beijing Chengxitong Information Technology Co., Ltd. People’s] [CERTIFICATION I, Leilei Wang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [CERTIFICATION I, Jay Chang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [KONGZHONG CORPORATION Certification April 29, 2009 EX-13.1 52 v146273_ex13-1.htm] [KONGZHONG CORPORATION Certification April 29, 2009 EX-13.2 53 v146273_ex13-2.htm] [KongZhong Corporation 35th Floor, Tengda Plaza No. 168 Xizhimenwai Street Beijing, China 100044 RE: KONGZHONG CORPORATION Dear Sirs/Madams, Company We have acted as legal advisors as to the People's Republic of China law to KongZhong Corporation, an exempted limited liability company incorporated in the Cayman Islands (the “ We hereby consent to the reference of our firm under the headings] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ’ We consent to the incorporation by reference in the Registration Statements on Form S-8 (Form S-8 Nos. 333-122530, 333-132219, 333-140538 and 333-156640) of our reports dated April 24, 2009 relating to the consolidated financial statements of KongZhong Corporation and its subsidiaries and variable interest entities (the "Company") (which report expresses an unqualified] [April 20, 2009 The Directors KongZhong Corporation 35/F Tenda Plaza, No. 168 Xiwai Street, Haidian District, Beijing, China Post Code: 100044 Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED We hereby consent to the references to our name and our financial appraisal reports, dated May 15, 2006 and addressed to the board of directors of KongZhong Corporation, and to references]

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AMCN [AIRMEDIA] 20-F: (Original Filing)

[TABLE OF CONTENTS] [Power of Attorney Xu Qing I, Zhang Xiaoya, a citizen of the People’s Republic of China (“China”), Chinese ID number: 130104196210091519, am a shareholder of Beijing Shengshi Lianhe Advertising Co., Ltd. (“Shengshi Lianhe”) and hold the 8.20% equity of Shengshi Lianhe. I hereby irrevocably authorize Mr. Xu Qing Authorize Mr. Xu Qing Xu Qing The precondition for the said authorization] [Supplementary Agreement to This Supplementary Agreement (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing and Zhang Xiaoya Party C: Beijing Shengshi Lianhe Advertising Co., Ltd. WHEREAS: (1) Party A, Party B and Party C signed the Equity Agreement] [Supplementary Agreement to This Supplementary Agreement (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing and Zhang Xiaoya (hereafter individually a “Shareholder” and collectively the “Shareholders”) Party C: Beijing Shengshi Lianhe Advertising Co., Ltd. WHEREAS: (1) Parties A, B] [Power of Attorney Guo Man Our company, Beijing Shengshi Lianhe Advertising Co., Ltd., which is a limited liability company registered in Beijing, the People’s Republic of China (“China”) and whose registration number is 1101042256681, is a shareholder of Beijing AirMedia Advertising Co., Ltd. (“AM Advertising”) and holds the 96.76% equity of AM Advertising. Our company hereby irrevocably authorizes Mr. Guo] [Supplementary Agreement No. 1 to the This Supplementary Agreement No. 1 (“this Agreement”) is entered into among the following parties in Beijing on June 19, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing, Zhang Xiaoya, Beijing Shengshi Lianhe Advertising Co., Ltd. Party C: Beijing AirMedia Advertising Co., Ltd. WHEREAS: (1) Party A,] [Supplementary Agreement No. 2 to the This Supplementary Agreement No. 2 (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing, Zhang Xiaoya, Beijing Shengshi Lianhe Advertising Co., Ltd. Party C: Beijing AirMedia Advertising Co., Ltd. WHEREAS: (1) Party A,] [Supplementary Agreement No. 1 to This Supplementary Agreement No. 1 (“this Agreement”) is entered into among the following parties in Beijing on June 19, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing, Zhang Xiaoya and Beijing Shengshi Lianhe Advertising Co., Ltd. Party C: Beijing AirMedia Advertising Co., Ltd. WHEREAS: (1) Parties A,] [Supplementary Agreement No. 2 to This Supplementary Agreement No. 2 (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing, Zhang Xiaoya and Beijing Shengshi Lianhe Advertising Co., Ltd. Party C: Beijing AirMedia Advertising Co., Ltd. WHEREAS: (1) Parties A,] [Supplementary Agreement to the Loan Agreement Supplementary Agreement THIS Party A: AirMedia Technology (Beijing) Co., Ltd. Registered address: Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing Party B: Guo Man ID No.: 110102196305041171 WHEREAS, 1. Party A is a wholly foreign-owned enterprise incorporated under the laws of the People’s Republic of China (“PRC”); 2.] [Power of Attorney Guo Man I, Xu Qing, a citizen of the People’s Republic of China (“China”), Chinese ID number: 11010119610220531X, am a shareholder of Beijing AirMedia UC Advertising Co., Ltd. (“AirMedia UC”) and hold the 17.24% equity of AirMedia UC. I hereby irrevocably authorize Mr. Guo Man Authorize Mr. Guo Man Guo Man The precondition for the said authorization] [Supplementary Agreement to the Equity Pledge Agreement This Supplementary Agreement (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing Party C: Beijing AirMedia UC Advertising Co., Ltd. WHEREAS: (1) Party A, Party B and Party C signed the Equity] [Supplementary Agreement to the Call Option Agreement This Supplementary Agreement (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing Party C: Beijing AirMedia UC Advertising Co., Ltd. WHEREAS: (1) Parties A, B and C signed the Call Option Agreement] [Supplementary Agreement to the Loan Agreement Supplementary Agreement This Party A: AirMedia Technology (Beijing) Co., Ltd. Registered address: Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing Party B: Guo Man ID No.: 110102196305041171 Party C: Xu Qing ID No.: 11010119610220531X WHEREAS, 1. Party A is a wholly foreign-owned enterprise incorporated under the laws of] [Power of Attorney Zhang Xiaoya I, Hong Tao, a citizen of the People’s Republic of China (“China”), Chinese ID number: 110108196210191239, am a shareholder of Beijing Yuehang Digital Media Advertising Co., Ltd. (“Yuehang Digital”) and hold the 20% equity of Yuehang Digital. I hereby irrevocably authorize Mr. Zhang Xiaoya Authorize Mr. Zhang Xiaoya Zhang Xiaoya The precondition for the said] [Technology Development Agreement THIS TECHNOLOGY DEVELOPMENT AGREEMENT (“this Agreement”) is entered into by the parties below in Beijing on April 1, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Beijing Yuehang Digital Media Advertising Co., Ltd. WHEREAS, (1) Party A is a wholly foreign-owned enterprise incorporated in accordance with law. It has a stronger technology development capacity and] [Technology Support and Service Agreement THIS TECHNOLOGY SUPPORT AND SERVICE AGREEMENT (“this Agreement”) is entered into by the parties below in Beijing on April 1, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Beijing Yuehang Digital Media Advertising Co., Ltd. WHEREAS, (1) Party A is a wholly foreign-owned enterprise incorporated in accordance with law. It has a strong] [Supplementary Agreement Party A: AirMedia Technology (Beijing) Co., Ltd. Whereas Party A and Party B have entered into an “Technology Support and Service Agreement” (hereinafter referred to as the “Original Agreement”) on April 1, 2008 in relation to the engagement of Party A by Party B to provide technology support and technology service, the two parties hereby agree to amend] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into among the following parties in Beijing on April 1, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Fong Zhonghua, Hong Tao Party C: Beijing Yuehang Digital Media Advertising Co., Ltd. WHEREAS: (1) Party A and Party C signed the Technology Development Agreement and the Technology Support] [Call Option Agreement THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into among the following parties in Beijing on April 1, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Fong Zhonghua, Hong Tao (hereafter individually a “Shareholder” and collectively the “Shareholders”) Party C: Beijing Yuehang Digital Media Advertising Co., Ltd. WHEREAS: (1) Fong Zhonghua and Hong Tao are] [EXECUTION VERSION SHARE PURCHASE AGREEMENT AMONG FIRST REACH HOLDINGS LIMITED EXCEL LEAD INTERNATIONAL LIMITED AND AIRMEDIA GROUP INC. dated as of July 4, 2008 Table of Contents ARTICLE I DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 Other Defined Terms 7 Section 1.3 Other Interpretive Provisions 8 ARTICLE II PURCHASE AND SALE OF SHARES 9 Section 2.1 Transfer] [List of Subsidiaries Wholly-Owned Subsidiaries Place of Incorporation 1. Broad Cosmos Enterprises Ltd. British Virgin Islands 2. Air Media International Ltd. British Virgin Islands 3. Excel Lead International Limited British Virgin Islands 4. Air Media (China) Limited Hong Kong 5. Royal Mart Limited Hong Kong 6. Glorious Star Investment Limited Hong Kong 7. AirMedia Technology (Beijing) Co., Ltd. PRC 8.] [Certification by the Chief Executive Officer I, Herman Man Guo, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Financial Officer I, Conor Chiahung Yang, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Herman Man Guo Chief Executive Officer EX-13.1 25 h03282exv13w1.htm EX-13.1] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Conor Chiahung Yang Chief Financial Officer EX-13.2 26 h03282exv13w2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333-148352, on Form S-8 of our reports dated April 28, 2009, relating to the consolidated financial statements and financial statement schedule of AirMedia Group Inc., its subsidiaries, its variable interest entities (the “VIE”) and its VIEs’ subsidiaries (collectively, the “Group”) and] [[Letterhead of Commerce & Finance Law Offices] April 28, 2009 AirMedia Group Inc. Dear Sirs, Sincerely Yours, Commerce & Finance Law Offices EX-15.2 28 h03282exv15w2.htm EX-15.2] [[Letterhead of Sinomonitor International Co., Ltd.] 23 April AirMedia Group Inc. Dear Sirs: Report 28 We hereby consent to the use of our name, the reference to our August 2007 report commissioned by AirMedia Group Inc. (the “ Sincerely yours, Sinomonitor International Co., Ltd. 15/F.North Wing.The Central Office Tower Of Beijing Junefield Plaza.No.10 EX-15.3 29 h03282exv15w3.htm EX-15.3] [Our ref Direct tel E-mail AirMedia Group Inc. 28 April 2009 Dear Sirs AirMedia Group Inc. Company SEC Annual Report We have acted as legal advisors as to the laws of the Cayman Islands to AirMedia Group Inc., an exempted limited liability company incorporated in the Cayman Islands (the “ Yours faithfully EX-15.4 30 h03282exv15w4.htm EX-15.4]

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AMCN [AIRMEDIA] 20-F: TABLE OF CONTENTS

[TABLE OF CONTENTS] [Power of Attorney Xu Qing I, Zhang Xiaoya, a citizen of the People’s Republic of China (“China”), Chinese ID number: 130104196210091519, am a shareholder of Beijing Shengshi Lianhe Advertising Co., Ltd. (“Shengshi Lianhe”) and hold the 8.20% equity of Shengshi Lianhe. I hereby irrevocably authorize Mr. Xu Qing Authorize Mr. Xu Qing Xu Qing The precondition for the said authorization] [Supplementary Agreement to This Supplementary Agreement (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing and Zhang Xiaoya Party C: Beijing Shengshi Lianhe Advertising Co., Ltd. WHEREAS: (1) Party A, Party B and Party C signed the Equity Agreement] [Supplementary Agreement to This Supplementary Agreement (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing and Zhang Xiaoya (hereafter individually a “Shareholder” and collectively the “Shareholders”) Party C: Beijing Shengshi Lianhe Advertising Co., Ltd. WHEREAS: (1) Parties A, B] [Power of Attorney Guo Man Our company, Beijing Shengshi Lianhe Advertising Co., Ltd., which is a limited liability company registered in Beijing, the People’s Republic of China (“China”) and whose registration number is 1101042256681, is a shareholder of Beijing AirMedia Advertising Co., Ltd. (“AM Advertising”) and holds the 96.76% equity of AM Advertising. Our company hereby irrevocably authorizes Mr. Guo] [Supplementary Agreement No. 1 to the This Supplementary Agreement No. 1 (“this Agreement”) is entered into among the following parties in Beijing on June 19, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing, Zhang Xiaoya, Beijing Shengshi Lianhe Advertising Co., Ltd. Party C: Beijing AirMedia Advertising Co., Ltd. WHEREAS: (1) Party A,] [Supplementary Agreement No. 2 to the This Supplementary Agreement No. 2 (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing, Zhang Xiaoya, Beijing Shengshi Lianhe Advertising Co., Ltd. Party C: Beijing AirMedia Advertising Co., Ltd. WHEREAS: (1) Party A,] [Supplementary Agreement No. 1 to This Supplementary Agreement No. 1 (“this Agreement”) is entered into among the following parties in Beijing on June 19, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing, Zhang Xiaoya and Beijing Shengshi Lianhe Advertising Co., Ltd. Party C: Beijing AirMedia Advertising Co., Ltd. WHEREAS: (1) Parties A,] [Supplementary Agreement No. 2 to This Supplementary Agreement No. 2 (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing, Zhang Xiaoya and Beijing Shengshi Lianhe Advertising Co., Ltd. Party C: Beijing AirMedia Advertising Co., Ltd. WHEREAS: (1) Parties A,] [Supplementary Agreement to the Loan Agreement Supplementary Agreement THIS Party A: AirMedia Technology (Beijing) Co., Ltd. Registered address: Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing Party B: Guo Man ID No.: 110102196305041171 WHEREAS, 1. Party A is a wholly foreign-owned enterprise incorporated under the laws of the People’s Republic of China (“PRC”); 2.] [Power of Attorney Guo Man I, Xu Qing, a citizen of the People’s Republic of China (“China”), Chinese ID number: 11010119610220531X, am a shareholder of Beijing AirMedia UC Advertising Co., Ltd. (“AirMedia UC”) and hold the 17.24% equity of AirMedia UC. I hereby irrevocably authorize Mr. Guo Man Authorize Mr. Guo Man Guo Man The precondition for the said authorization] [Supplementary Agreement to the Equity Pledge Agreement This Supplementary Agreement (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing Party C: Beijing AirMedia UC Advertising Co., Ltd. WHEREAS: (1) Party A, Party B and Party C signed the Equity] [Supplementary Agreement to the Call Option Agreement This Supplementary Agreement (“this Agreement”) is entered into among the following parties in Beijing on November 28, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Guo Man, Wang Zhenyu, Xu Qing Party C: Beijing AirMedia UC Advertising Co., Ltd. WHEREAS: (1) Parties A, B and C signed the Call Option Agreement] [Supplementary Agreement to the Loan Agreement Supplementary Agreement This Party A: AirMedia Technology (Beijing) Co., Ltd. Registered address: Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing Party B: Guo Man ID No.: 110102196305041171 Party C: Xu Qing ID No.: 11010119610220531X WHEREAS, 1. Party A is a wholly foreign-owned enterprise incorporated under the laws of] [Power of Attorney Zhang Xiaoya I, Hong Tao, a citizen of the People’s Republic of China (“China”), Chinese ID number: 110108196210191239, am a shareholder of Beijing Yuehang Digital Media Advertising Co., Ltd. (“Yuehang Digital”) and hold the 20% equity of Yuehang Digital. I hereby irrevocably authorize Mr. Zhang Xiaoya Authorize Mr. Zhang Xiaoya Zhang Xiaoya The precondition for the said] [Technology Development Agreement THIS TECHNOLOGY DEVELOPMENT AGREEMENT (“this Agreement”) is entered into by the parties below in Beijing on April 1, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Beijing Yuehang Digital Media Advertising Co., Ltd. WHEREAS, (1) Party A is a wholly foreign-owned enterprise incorporated in accordance with law. It has a stronger technology development capacity and] [Technology Support and Service Agreement THIS TECHNOLOGY SUPPORT AND SERVICE AGREEMENT (“this Agreement”) is entered into by the parties below in Beijing on April 1, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Beijing Yuehang Digital Media Advertising Co., Ltd. WHEREAS, (1) Party A is a wholly foreign-owned enterprise incorporated in accordance with law. It has a strong] [Supplementary Agreement Party A: AirMedia Technology (Beijing) Co., Ltd. Whereas Party A and Party B have entered into an “Technology Support and Service Agreement” (hereinafter referred to as the “Original Agreement”) on April 1, 2008 in relation to the engagement of Party A by Party B to provide technology support and technology service, the two parties hereby agree to amend] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into among the following parties in Beijing on April 1, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Fong Zhonghua, Hong Tao Party C: Beijing Yuehang Digital Media Advertising Co., Ltd. WHEREAS: (1) Party A and Party C signed the Technology Development Agreement and the Technology Support] [Call Option Agreement THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into among the following parties in Beijing on April 1, 2008: Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Fong Zhonghua, Hong Tao (hereafter individually a “Shareholder” and collectively the “Shareholders”) Party C: Beijing Yuehang Digital Media Advertising Co., Ltd. WHEREAS: (1) Fong Zhonghua and Hong Tao are] [EXECUTION VERSION SHARE PURCHASE AGREEMENT AMONG FIRST REACH HOLDINGS LIMITED EXCEL LEAD INTERNATIONAL LIMITED AND AIRMEDIA GROUP INC. dated as of July 4, 2008 Table of Contents ARTICLE I DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 Other Defined Terms 7 Section 1.3 Other Interpretive Provisions 8 ARTICLE II PURCHASE AND SALE OF SHARES 9 Section 2.1 Transfer] [List of Subsidiaries Wholly-Owned Subsidiaries Place of Incorporation 1. Broad Cosmos Enterprises Ltd. British Virgin Islands 2. Air Media International Ltd. British Virgin Islands 3. Excel Lead International Limited British Virgin Islands 4. Air Media (China) Limited Hong Kong 5. Royal Mart Limited Hong Kong 6. Glorious Star Investment Limited Hong Kong 7. AirMedia Technology (Beijing) Co., Ltd. PRC 8.] [Certification by the Chief Executive Officer I, Herman Man Guo, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Financial Officer I, Conor Chiahung Yang, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Herman Man Guo Chief Executive Officer EX-13.1 25 h03282exv13w1.htm EX-13.1] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Conor Chiahung Yang Chief Financial Officer EX-13.2 26 h03282exv13w2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333-148352, on Form S-8 of our reports dated April 28, 2009, relating to the consolidated financial statements and financial statement schedule of AirMedia Group Inc., its subsidiaries, its variable interest entities (the “VIE”) and its VIEs’ subsidiaries (collectively, the “Group”) and] [[Letterhead of Commerce & Finance Law Offices] April 28, 2009 AirMedia Group Inc. Dear Sirs, Sincerely Yours, Commerce & Finance Law Offices EX-15.2 28 h03282exv15w2.htm EX-15.2] [[Letterhead of Sinomonitor International Co., Ltd.] 23 April AirMedia Group Inc. Dear Sirs: Report 28 We hereby consent to the use of our name, the reference to our August 2007 report commissioned by AirMedia Group Inc. (the “ Sincerely yours, Sinomonitor International Co., Ltd. 15/F.North Wing.The Central Office Tower Of Beijing Junefield Plaza.No.10 EX-15.3 29 h03282exv15w3.htm EX-15.3] [Our ref Direct tel E-mail AirMedia Group Inc. 28 April 2009 Dear Sirs AirMedia Group Inc. Company SEC Annual Report We have acted as legal advisors as to the laws of the Cayman Islands to AirMedia Group Inc., an exempted limited liability company incorporated in the Cayman Islands (the “ Yours faithfully EX-15.4 30 h03282exv15w4.htm EX-15.4]

By | 2016-03-23T02:11:24+00:00 April 28th, 2009|Categories: AMCN, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments
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HMIN [Homeinns Hotel] 20-F: (Original Filing)

[] [EXECUTION VERSION Dated December 10, 2007 HOME INNS & HOTELS MANAGEMENT INC. and THE BANK OF NEW YORK INDENTURE constituting Table of Contents Contents Page 1 Interpretation 1 2 Amount of the Bonds and Covenant to Pay 5 3 Form of the Bonds and Certificates; Issue of the Bonds 6 4 Stamp Duties and Taxes 7 5 Covenants relating to] [List of Subsidiaries Significant Subsidiaries: Home Inns & Hotels Management (Hong Kong) Limited — Incorporated in Hong Kong Hong Kong Ai Home Investment Company — Incorporated in Hong Kong Hemei Hotel Management Company — Incorporated in the PRC Home Inns & Hotels Management (Beijing) Co., Ltd. — Incorporated in the PRC Home Inns Hotel Management (Shanghai) Co., Ltd. — Incorporated] [Certification by the Chief Executive Officer I, David Jian Sun, certify that: 1. I have reviewed this annual report on Form 20-F of Home Inns & Hotels Management Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [Certification by the Chief Financial Officer I, May Wu, certify that: 1. I have reviewed this annual report on Form 20-F of Home Inns & Hotels Management Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. David Jian Sun Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. May Wu Chief Financial Officer] [Our ref DLK\620456\3229634v1 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Home Inns & Hotels Management Inc. 24 April 2009 Dear Sir Re: Home Inns & Hotels Management Inc. Company We have acted as legal advisors as to the laws of the Cayman Islands to Home Inns & Hotels Management Inc., an exempted limited liability company incorporated in the Cayman Islands] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement Form S-8 (No. 333-139722) of Home Inns & Hotels Management Inc.’s Employees’ Stock Option Plan and 2006 Share Incentive Plan of our report dated April 24, 2009 relating to the consolidated financial statements and the effectiveness of internal control over financial]

By | 2016-03-01T18:19:15+00:00 April 24th, 2009|Categories: Chinese Stocks, HMIN, SEC Original|Tags: , , , , , |0 Comments
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HMIN [Homeinns Hotel] 20-F:

[] [EXECUTION VERSION Dated December 10, 2007 HOME INNS & HOTELS MANAGEMENT INC. and THE BANK OF NEW YORK INDENTURE constituting Table of Contents Contents Page 1 Interpretation 1 2 Amount of the Bonds and Covenant to Pay 5 3 Form of the Bonds and Certificates; Issue of the Bonds 6 4 Stamp Duties and Taxes 7 5 Covenants relating to] [List of Subsidiaries Significant Subsidiaries: Home Inns & Hotels Management (Hong Kong) Limited — Incorporated in Hong Kong Hong Kong Ai Home Investment Company — Incorporated in Hong Kong Hemei Hotel Management Company — Incorporated in the PRC Home Inns & Hotels Management (Beijing) Co., Ltd. — Incorporated in the PRC Home Inns Hotel Management (Shanghai) Co., Ltd. — Incorporated] [Certification by the Chief Executive Officer I, David Jian Sun, certify that: 1. I have reviewed this annual report on Form 20-F of Home Inns & Hotels Management Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [Certification by the Chief Financial Officer I, May Wu, certify that: 1. I have reviewed this annual report on Form 20-F of Home Inns & Hotels Management Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. David Jian Sun Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. May Wu Chief Financial Officer] [Our ref DLK\620456\3229634v1 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Home Inns & Hotels Management Inc. 24 April 2009 Dear Sir Re: Home Inns & Hotels Management Inc. Company We have acted as legal advisors as to the laws of the Cayman Islands to Home Inns & Hotels Management Inc., an exempted limited liability company incorporated in the Cayman Islands] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement Form S-8 (No. 333-139722) of Home Inns & Hotels Management Inc.’s Employees’ Stock Option Plan and 2006 Share Incentive Plan of our report dated April 24, 2009 relating to the consolidated financial statements and the effectiveness of internal control over financial]

By | 2016-03-01T18:20:26+00:00 April 24th, 2009|Categories: Chinese Stocks, HMIN, Webplus ver|Tags: , , , , , |0 Comments
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HMIN [Homeinns Hotel] 20-F: (Original Filing)

[TABLE OFNTENTS Page INTRODUCTION 1 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT ANDVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THEMPANY 21 ITEM 4A. UNRESOLVED STAFFMMENTS 36 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS] [EXECUTION VERSIONted December10, 2007 HOME INNS & HOTELS MANAGEMENT and THE BANK OF NEW YORK INDENTUREnstituting Table ofntentsntents Page 1 Interpretation 1 2 Amount of the Bonds andvenant to Pay 5 3 Form of the Bonds and Certificates; Issue of the Bonds 6 4 Stamp Duties and Taxes] [List of Subsidiaries Significant Subsidiaries: Home Inns & Hotels Management (Hong Kong) Limitedorporated in Hong Kong Hong Kong Ai Home Investmentmpanyorporated in Hong Kong Hemei Hotel Managementmpanyorporated in the Home Inns & Hotels Management (Beijing)orporated in the Home Inns Hotel Management (Shanghai)orporated in the] [Certification by the Chief Executive Officer I,vid Jian Sun, certify that: 1.I have reviewed this annual report on Form 20-F of Home Inns & Hotels Management (thempany); 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,] [Certification by the Chief Financial Officer I, May Wu, certify that: 1.I have reviewed this annual report on Form 20-F of Home Inns & Hotels Management (thempany); 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,] [Certification by the Chief Executive Officer (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany.vid Jian Sun Chief Executive Officer c83964exv13w1.htm 6 EX-13.1] [Certification by the Chief Financial Officer (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. May Wu Chief Financial Officer c83964exv13w2.htm 7 EX-13.2] [Our ref DLK\620456\3229634v1 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Home Inns & Hotels Management 24 April2009 Dear Sir Re: Home Inns & Hotels Managementmpany We have acted legalvisors to the laws of theyman Islands to Home Inns & Hotels Management an exempted limited liabilitympanyorporated in theyman Islands (the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to theorporation by reference in the Registration Statement FormS-8 (No. 333-139722) of Home Inns & Hotels Managements Employees Stock Option Plan and 2006 Shareentive Plan of our reportted April24, 2009 relating to thensolidated financial statements and the effectiveness of internalntrol over financial reporting of Home Inns]

By | 2016-02-05T21:30:41+00:00 April 24th, 2009|Categories: Chinese Stocks, HMIN, SEC Original|Tags: , , , , , |0 Comments
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CHT [CHUNGHWA TELECOM CO] 20-F: (Original Filing)

[FORM 20-F ANNUAL REPORT FISCAL YEAR ENDED DECEMBER 31, 2008 TABLE OF CONTENTS Page SUPPLEMENTAL INFORMATION 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 18 ITEM 4A. UNRESOLVED STAFF COMMENTS 64 ITEM 5. OPERATING] [Articles of Incorporation of Chunghwa Telecom Co., Ltd. 1. All 26 articles adopted by Promoters Meeting on June 11, 1996. 2. Article 15 amended by General Shareholders Meeting on December 26, 1997. 3. Articles 2 and 22 amended by General Shareholders Meeting on November 25, 1998. 4. Paragraph 1 of Article 21, amended by Special Shareholders Meeting on July 13,] [LIST OF SUBSIDIARIES (as of April 21, 2009) NAME OF ENTITY JURISDICTION OF INCORPORATION Chunghwa International Yellow Pages Co., Ltd. Taiwan, R.O.C. Chunghwa System Integration Co., Ltd. Taiwan, R.O.C. Light Era Development Co., Ltd. Taiwan, R.O.C. Chief Telecom Inc. Taiwan, R.O.C. Spring House Entertainment Inc. Taiwan, R.O.C. Senao International Co., Ltd. Taiwan, R.O.C. Unigate Telecom Inc. Taiwan, R.O.C. InfoExplorer Co.,] [I, Shyue-Ching Lu, certify that: 1. I have reviewed this annual report on Form 20-F of Chunghwa Telecom 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 of the circumstances under which such statements were] [I, Joseph C.P. Shieh, certify that: 1. I have reviewed this annual report on Form 20-F of Chunghwa Telecom 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 of the circumstances under which such statements] [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. S HYUE HING U / Shyue-Ching Lu Chairman and Chief Executive Officer] [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. S OSEPH HIEH / Joseph C. P. Shieh Chief Financial Officer]

By | 2016-03-22T16:48:15+00:00 April 22nd, 2009|Categories: Chinese Stocks, CHT, SEC Original|Tags: , , , , , |0 Comments
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