TOUR [Tuniu] 20-F: Conor Chia-hung Yang, Chief Financial Officer Telephone: +(86

[Conor Chia-hung Yang, Chief Financial Officer Telephone: +(86 25) 8685-3969 Email: ir@tuniu.com Tuniu Building No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 The People’s Republic of China (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Title of each class Name of each exchange on which American depositary shares (one The NASDAQ Stock Market LLC (The] [List of Principal Subsidiaries and Consolidated Affiliated Entities Place of Incorporation Subsidiaries Tuniu (HK) Limited Hong Kong Tuniu (Nanjing) Information Technology Co., Ltd. PRC Beijing Tuniu Technology Co., Ltd. PRC Consolidated Affiliated Entities Nanjing Tuniu Technology Co., Ltd. PRC Beijing Tuniu International Travel Service Co., Ltd. PRC Nanjing Tuniu International Travel Service Co., Ltd. PRC Shanghai Tuniu International Travel Service] [I, Dunde Yu, certify that: 1. I have reviewed this annual report on Form 20-F of Tuniu 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, not] [Certification by the Principal Financial Officer I, Conor Chia-hung Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Tuniu 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] [(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 Principal Financial Officer (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-198111) of Tuniu Corporation of our report dated April 28, 2016 relating to the consolidated financial statements, financial statements schedule I and the effectiveness of internal control over financial reporting, which appears in this Annual Report on] [Office: Mobile: lnicklas@traversthorpalberga.com Tuniu Corporation. Tuniu Building No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 The People’s Republic of China April 28, 2016 Dear Sirs Company SEC Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to Tuniu Corporation, an exempted limited liability company incorporated in the Cayman Islands (the " We] [FANGDA PARTNERS 上海 · 北京 · 深圳 · 香港 Shanghai http://www.fangdalaw.com 中国北京市朝阳区光华路 号 1 电子邮件 Email: email@fangdalaw.com 嘉里中心北楼 楼 27 电 话 Tel.: 861057695600 邮政编码 : 100020 传 真 Fax: 861057695788 文 号 Ref.: 15CF1107 27/F, North Tower, Kerry Center No. 1, Guanghua Road, Chaoyang District Beijing 100020, PRC Consent of Fangda Partners April 28, 2016 Tuniu Corporation Tuniu Building]

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ZX [China Zenix Auto International] 20-F: No. 1608, North Circle Road State Highway Zhangzhou,

[No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 People’s Republic of China Martin Cheung No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 People’s Republic of China Phone (86) 596-2600308 Facsimile (86) 596-2600558 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) American Depositary Shares, each representing four ordinary shares, par value] [SUBSIDIARIES OF CHINA ZENIX AUTO INTERNATIONAL LIMITED Subsidiary Jurisdiction of Organization China Wheel Limited Hong Kong Zhengxing Wheel Group Co., Ltd. The People’s Republic of China Zhengxing Group Langfang Wheel Co., Ltd. The People’s Republic of China Zhengxing Group Chengdu Wheel Co., Ltd. The People’s Republic of China Zhengxing Group Hefei Wheel Co., Ltd. The People’s Republic of China Zhengxing] [CERTIFICATION I, Jianhui Lai, certify that: 1. I have reviewed this annual report on Form 20-F of China Zenix Auto International Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATION I, Martin Cheung, certify that: 1. I have reviewed this annual report on Form 20-F of China Zenix Auto International Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Jianhui Lai Chief Executive Officer EX-13.1 5 d156239dex131.htm EX-13.1] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Martin Cheung Chief Financial Officer EX-13.2 6 d156239dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Crowe Horwath (HK) CPA Limited Hong Kong, the People’s Republic of China April 28, 2016 EX-15.1 7 d156239dex151.htm EX-15.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-178271) of China Zenix Auto International Limited of our report dated April 28, 2014 relating to the consolidated financial statements and financial statement schedule of China Zenix Auto International Limited and its subsidiaries (the “Group”) appearing in]

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JASO [JA 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 JA Solar Holdings Co., Ltd. The Cayman Islands (Jurisdiction of Incorporation or Organization) No. 36, Jiang] [1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. * 1 EX-8.1 2 a16-1510_1ex8d1.htm EX-8.1] [I, Baofang Jin, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Baofang Jin Chief Executive Officer EX-12.1 3 a16-1510_1ex12d1.htm EX-12.1] [Certification by the Principal Financial Officer I, Hexu Zhao, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Hexu Zhao Chief Financial Officer EX-12.2 4 a16-1510_1ex12d2.htm EX-12.2] [(1) (2) Baofang Jin Chief Executive Officer EX-13.1 5 a16-1510_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) Hexu Zhao Chief Financial Officer EX-13.2 6 a16-1510_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No.333-197269, No.333-190598, No.333-188895 and No.333-150824) and Form S-8 (No.333-144170 and No.333-197750) of JA Solar Holdings Co., Ltd. of our report dated April 28, 2016 relating to the consolidated financial statements and the effectiveness of internal control over financial]

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SOL [ReneSola] 20-F: (Original Filing)

[] [List of Principal Subsidiaries Subsidiaries Place of Incorporation Percentage of 1. ReneSola Zhejiang Ltd., formerly known as Zhejiang People’s Republic of China (“PRC”) 100 % 2. Sichuan ReneSola Silicon Material Co., Ltd. PRC 100 % 3. ReneSola Jiangsu Ltd, formerly known as Wuxi Jiacheng Solar Energy Technology Co., Ltd. PRC 100 % 4. Zhejiang ReneSola System Integration Ltd., formerly known] [Certification by the Chief Executive Officer I, Xianshou Li, certify that: 1. I have reviewed this annual report on Form 20-F of ReneSola Ltd (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Financial Officer I, Yuanyuan (Maggie) Ma, certify that: 1. I have reviewed this annual report on Form 20-F of ReneSola Ltd (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [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. Xianshou Li 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. Yuanyuan (Maggie) Ma Chief Financial Officer] [Harney Westwood & Riegels LLP Ground Floor, 5 New Street Square London EC4A 3BF United Kingdom Tel: +44 (0) 20 3752 3600 Fax: +44 (0) 20 7353 0487 28 April 2016 rachel.graham@harneys.com ReneSola Ltd Dear Sirs Annual Report on Form 20-F Yours faithfully HARNEY WESTWOOD & RIEGELS LLP Harney Westwood & Riegels LLP is a limited liability partnership registered in] [[Letterhead of Haiwen & Partners] April 28, 2016 ReneSola Ltd Dear Sirs, Yours faithfully, Haiwen & Partners] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements Nos. 333-153647 and 333-175479 on Form S-8 and Nos. 333-189650 and 333-197388 on Form F-3 of our reports dated April 28, 2016, relating to the consolidated financial statements and financial statement schedule of ReneSola Ltd and subsidiaries (the “Company”) and the effectiveness of]

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SOL [ReneSola] 20-F:

[] [List of Principal Subsidiaries Subsidiaries Place of Incorporation Percentage of 1. ReneSola Zhejiang Ltd., formerly known as Zhejiang People’s Republic of China (“PRC”) 100 % 2. Sichuan ReneSola Silicon Material Co., Ltd. PRC 100 % 3. ReneSola Jiangsu Ltd, formerly known as Wuxi Jiacheng Solar Energy Technology Co., Ltd. PRC 100 % 4. Zhejiang ReneSola System Integration Ltd., formerly known] [Certification by the Chief Executive Officer I, Xianshou Li, certify that: 1. I have reviewed this annual report on Form 20-F of ReneSola Ltd (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Financial Officer I, Yuanyuan (Maggie) Ma, certify that: 1. I have reviewed this annual report on Form 20-F of ReneSola Ltd (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [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. Xianshou Li 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. Yuanyuan (Maggie) Ma Chief Financial Officer] [Harney Westwood & Riegels LLP Ground Floor, 5 New Street Square London EC4A 3BF United Kingdom Tel: +44 (0) 20 3752 3600 Fax: +44 (0) 20 7353 0487 28 April 2016 rachel.graham@harneys.com ReneSola Ltd Dear Sirs Annual Report on Form 20-F Yours faithfully HARNEY WESTWOOD & RIEGELS LLP Harney Westwood & Riegels LLP is a limited liability partnership registered in] [[Letterhead of Haiwen & Partners] April 28, 2016 ReneSola Ltd Dear Sirs, Yours faithfully, Haiwen & Partners] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements Nos. 333-153647 and 333-175479 on Form S-8 and Nos. 333-189650 and 333-197388 on Form F-3 of our reports dated April 28, 2016, relating to the consolidated financial statements and financial statement schedule of ReneSola Ltd and subsidiaries (the “Company”) and the effectiveness of]

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

[TABLE OF CONTENTS INTRODUCTION 1 2 PART I 3 Item 1. Identity of Directors, Senior Management and Advisers 3 Item 2. Offer Statistics and Expected Timetable] [Share Pledge Agreement This Share Pledge Agreement is entered into in Haidian District, Beijing between the following parties on [Execution Date]: Party A: [Name of Pledgor] (hereinafter referred to as the “Pledgor”) ID No.: Party B: [Name of Pledgee] (hereinafter referred to as the “Pledgee”) Address: Whereas: (1) · (2) (3) (4) (5) (6) Therefore, both parties agree as follows] [Loan Agreement This agreement is signed and entered in by and between the following parties on [Execution Date] in Haidian District, Beijing. Party A: [Name of Borrower] (hereinafter referred to as “the borrower”) ID No: Party B: [Name of Sina Company] (hereinafter referred to as “Sina Company”) Address: Whereas: (1) · (2) The following agreements have been reached by and] [Agreement on Authorization to Exercise Shareholder’s Voting Power This agreement is concluded by and between the following parties on [Execution Date] in Haidian District, Beijing: Party A: [Name of Authorizer] (hereinafter referred to as “the Authorizer”) Number of Identification Card: Party B: [Name of Sina Company] (hereinafter referred to as “Sina Company”) Address: Whereas: (1) · (2) NOW, THEREFORE, after] [SINA CORPORATION Table of Content Section Page No. SECTION 1. INTRODUCTION 1 SECTION 2. DEFINITIONS 1 SECTION 3. ADMINISTRATION 6 (a) Committee Composition 6 (b) Authority of the Committee 6 (c) Indemnification 7 SECTION 4. GENERAL 7 (a) General Eligibility 7 (b) Incentive Share Options 8 (c) Restrictions on Shares] [List of Subsidiaries and Variable Interest Entities Subsidiary Jurisdiction of Organization SINA.com Online Rich Sight Investment Limited Hong Kong SINA Hong Kong Limited Hong Kong Weibo Hong Kong Limited (formerly known as T.CN Hong Kong Limited) Hong Kong Weibo Corporation (formerly known as T.CN Corporation) Cayman Island Beijing New Media Information Technology Co., Ltd. People’s Republic of China] [I, Charles Chao, certify that: 1. 2. 3. 4. a. b. c. d. 5. a. b. Charles Chao Chief Executive Officer 1 EX-12.1 7 a15-25022_1ex12d1.htm EX-12.1] [I, Bonnie Yi Zhang, certify that: 1. 2. 3. 4. a. b. c. d. 5. a. b. Bonnie Yi Zhang Chief Financial Officer 1 EX-12.2 8 a15-25022_1ex12d2.htm EX-12.2] [(1) (2) April 28, 2016 Charles Chao Chief Executive Officer 1 EX-13.1 9 a15-25022_1ex13d1.htm EX-13.1] [(1) (2) April 28, 2016 Bonnie Yi Zhang Chief Financial Officer 1 EX-13.2 10 a15-25022_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-36246, No. 333-47720, No. 333-107359, No. 333-129460, No. 333-144890 and No. 333-169201) of Sina Corporation of our report dated April 28, 2016 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting,] [CONSENT OF TRANSASIA LAWYERS, PRC COUNSEL April 28, 2016 Sina Corporation 20/F Beijing Ideal International Plaza Ladies and Gentlemen, Yours faithfully, For and on behalf of TransAsia Lawyers 1 EX-15.2 12 a15-25022_1ex15d2.htm EX-15.2] [Our ref Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Sina Corporation 37F, Jin Mao Tower 28 April 2016 Dear Sirs Sina Corporation Company SEC Annual Report We have acted as legal advisers as to the laws of the Cayman Islands to Sina Corporation, an exempted limited liability company incorporated in the Cayman Islands (the “ We hereby consent to the]

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GIGM [GIGAMEDIA] 20-F: (Original Filing)

[Page 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 31 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 31 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 53 ITEM 7. MAJOR] [List of Subsidiaries Subsidiary* Year of Incorporation Jurisdiction of Incorporation Hoshin GigaMedia Center Inc. 1998 Taiwan GigaMedia (HK) Limited 2004 Hong Kong GigaMedia International Holdings Limited 2004 British Virgin Islands Cambridge Entertainment Software Limited 2004 British Virgin Islands FunTown World Limited 2005 British Virgin Islands GigaMedia Online Entertainment Corp. 2009 Cayman Islands FunTown Hong Kong Limited 1999 Hong Kong Cambridge] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER THE SARBANES-OXLEY ACT OF 2002 I, Collin Hwang, Chief Executive Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia 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] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER THE SARBANES-OXLEY ACT OF 2002 I, Collin Hwang, Chief Financial Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia 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] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Collin Hwang Chief Executive Officer EX-13.1 5 d119107dex131.htm EX-13.1] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Collin Hwang Chief Financial Officer EX-13.2 6 d119107dex132.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm The Board of Directors GigaMedia Limited: We consent to the incorporation by reference in the registration statements (No. 333-148663, No. 333-142963, No. 333-119616, No. 333-160535 and No. 333-168123) on Form S-8 of GigaMedia Limited of our report dated April 28, 2016, with respect to the consolidated financial statements of GigaMedia Limited as of]

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SINA [SINA] 20-F: TABLE OF CONTENTS INTRODUCTION 1 2 PART I

[TABLE OF CONTENTS INTRODUCTION 1 2 PART I 3 Item 1. Identity of Directors, Senior Management and Advisers 3 Item 2. Offer Statistics and Expected Timetable] [Share Pledge Agreement This Share Pledge Agreement is entered into in Haidian District, Beijing between the following parties on [Execution Date]: Party A: [Name of Pledgor] (hereinafter referred to as the “Pledgor”) ID No.: Party B: [Name of Pledgee] (hereinafter referred to as the “Pledgee”) Address: Whereas: (1) · (2) (3) (4) (5) (6) Therefore, both parties agree as follows] [Loan Agreement This agreement is signed and entered in by and between the following parties on [Execution Date] in Haidian District, Beijing. Party A: [Name of Borrower] (hereinafter referred to as “the borrower”) ID No: Party B: [Name of Sina Company] (hereinafter referred to as “Sina Company”) Address: Whereas: (1) · (2) The following agreements have been reached by and] [Agreement on Authorization to Exercise Shareholder’s Voting Power This agreement is concluded by and between the following parties on [Execution Date] in Haidian District, Beijing: Party A: [Name of Authorizer] (hereinafter referred to as “the Authorizer”) Number of Identification Card: Party B: [Name of Sina Company] (hereinafter referred to as “Sina Company”) Address: Whereas: (1) · (2) NOW, THEREFORE, after] [SINA CORPORATION Table of Content Section Page No. SECTION 1. INTRODUCTION 1 SECTION 2. DEFINITIONS 1 SECTION 3. ADMINISTRATION 6 (a) Committee Composition 6 (b) Authority of the Committee 6 (c) Indemnification 7 SECTION 4. GENERAL 7 (a) General Eligibility 7 (b) Incentive Share Options 8 (c) Restrictions on Shares] [List of Subsidiaries and Variable Interest Entities Subsidiary Jurisdiction of Organization SINA.com Online Rich Sight Investment Limited Hong Kong SINA Hong Kong Limited Hong Kong Weibo Hong Kong Limited (formerly known as T.CN Hong Kong Limited) Hong Kong Weibo Corporation (formerly known as T.CN Corporation) Cayman Island Beijing New Media Information Technology Co., Ltd. People’s Republic of China] [I, Charles Chao, certify that: 1. 2. 3. 4. a. b. c. d. 5. a. b. Charles Chao Chief Executive Officer 1 EX-12.1 7 a15-25022_1ex12d1.htm EX-12.1] [I, Bonnie Yi Zhang, certify that: 1. 2. 3. 4. a. b. c. d. 5. a. b. Bonnie Yi Zhang Chief Financial Officer 1 EX-12.2 8 a15-25022_1ex12d2.htm EX-12.2] [(1) (2) April 28, 2016 Charles Chao Chief Executive Officer 1 EX-13.1 9 a15-25022_1ex13d1.htm EX-13.1] [(1) (2) April 28, 2016 Bonnie Yi Zhang Chief Financial Officer 1 EX-13.2 10 a15-25022_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-36246, No. 333-47720, No. 333-107359, No. 333-129460, No. 333-144890 and No. 333-169201) of Sina Corporation of our report dated April 28, 2016 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting,] [CONSENT OF TRANSASIA LAWYERS, PRC COUNSEL April 28, 2016 Sina Corporation 20/F Beijing Ideal International Plaza Ladies and Gentlemen, Yours faithfully, For and on behalf of TransAsia Lawyers 1 EX-15.2 12 a15-25022_1ex15d2.htm EX-15.2] [Our ref Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Sina Corporation 37F, Jin Mao Tower 28 April 2016 Dear Sirs Sina Corporation Company SEC Annual Report We have acted as legal advisers as to the laws of the Cayman Islands to Sina Corporation, an exempted limited liability company incorporated in the Cayman Islands (the “ We hereby consent to the]

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FENG [Phoenix New Media] 20-F: (Original Filing)

[FORM 20-F o OR x OR o OR o For the transition period from to Phoenix New Media Limited Cayman Islands (Jurisdiction of incorporation or organization) Sinolight Plaza, Floor 16 No. 4 Qiyang Road Wangjing, Chaoyang District, Beijing 100102 People’s Republic of China Contact Person: Ms. Betty Yip Ho Chief Financial Officer (86 10) 6067-6869 Sinolight Plaza, Floor 16 No.] [THE SECOND SUPPLEMENTAL AGREEMENT This Supplemental Agreement is entered into by and between: Party A: Phoenix Satellite Television Holdings Limited Party B: Fenghuang On-line (Beijing) Information Technology Co., Ltd. WHEREAS: Cooperation Agreement 1. The Parties entered into the Agreement of Cooperation between Phoenix TV and Phoenix New Media on Content, Brand, Promotion and Technology (the “ Supplement 2. The Parties] [THE SECOND SUPPLEMENTAL AGREEMENT This Supplement is entered into by and among: Licensor: Licensee: WHEREAS: Agreement 1. The Licensor and the Licensee entered into the Program Content License Agreement dated November 24, 2009 (the “ Confirmation Letter 2. The Licensor and the Licensee entered into the Confirmation Letter of the Program Content License Agreement, dated April 12, 2011, to extend] [THE SECOND SUPPLEMENTAL AGREEMENT This Supplement is entered into by and among: Licensor: Licensee: WHEREAS: Agreement 1. The Licensor and the Licensee entered into the Trademark License Agreement dated November 24, 2009 (the “ Confirmation Letter 2. The Licensor and the Licensee entered into the Confirmation Letter of the Trademark License Agreement, dated April 12, 2011, to extend the term] [Schedule of Material Differences between: · · · · Material difference Cooperation Agreement 2011 Cooperation Agreement 2013 Cooperation Agreement 2014 Cooperation Agreement 2015 Article 1. Content of Cooperation — Section 1.1 “Party B agrees to produce solely for Party A three kinds of multimedia message products namely ‘GoTone Phoenix Weekly’, ‘GoTone Phoenix Observer’, and ‘Phoenix Express’ based on the programs] [January 28, 2016 (1) PARTICLE INC. as Borrower (2) Particle (HK) Limited as a Covenantor (3) Beijing Particle Information Technology Co., Ltd. 北京一点 网 聚信息技 术 有限公司 ) as a Covenantor (4) Beijing Yidianwangju Technology Co., Ltd. 北京一点 网 聚科技有限公司 ) as a Covenantor and (5) PHOENIX NEW MEDIA LIMITED as Original Lender LOAN AGREEMENT CONTENTS CLAUSE PAGE 1. DEFINITIONS] [April 5, 2016 (1) PARTICLE INC. as Borrower (2) Particle (HK) Limited as a Covenantor (3) Beijing Particle Information Technology Co., Ltd. 北京一点 网 聚信息技 术 有限公司 ) as a Covenantor (4) Beijing Yidianwangju Technology Co., Ltd. 北京一点 网 聚科技有限公司 ) as a Covenantor and (5) PHOENIX NEW MEDIA LIMITED as Original Lender LOAN AGREEMENT CONTENTS CLAUSE PAGE 1. DEFINITIONS] [Subsidiaries Phoenix Satellite Television Information Limited Phoenix New Media (Hong Kong) Company Limited Fenghuang On-line (Beijing) Information Technology Co., Ltd. Beijing Fenghuang Yutian Software Technology Co., Ltd. Fenghuang Feiyang (Beijing) New Media Information Technology Co., Ltd. Affiliated consolidated entities Yifeng Lianhe (Beijing) Technology Co., Ltd. Beijing Tianying Jiuzhou Network Technology Co., Ltd. Subsidiaries of affiliated consolidated entity Beijing Tianying Chuangzhi] [Certification by the Chief Executive Officer I, Shuang Liu, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Shuang Liu Chief Executive Officer EX-12.1 9 a16-4574_1ex12d1.htm EX-12.1] [Certification by the Chief Financial Officer I, Betty Yip Ho, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Betty Yip Ho Chief Financial Officer EX-12.2 10 a16-4574_1ex12d2.htm EX-12.2] [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. Shuang Liu Chief Executive Officer EX-13.1 11 a16-4574_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Betty Yip Ho Chief Financial Officer EX-13.2 12 a16-4574_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No.333-200630, No.333-191177, No.333-177810) of Phoenix New Media Limited of our report dated April 28, 2016 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. PricewaterhouseCoopers Zhong] [April 28, 2016 Phoenix New Media Limited Sinolight Plaza, Floor 16, No. 4, Qiyang Road Wangjing, Chaoyang District Beijing 100102 People’s Republic of China Dear Sir/Madam: Yours faithfully, Zhong Lun Law Firm 北京 · 上海 · 深圳 · 广州 · 武 汉 · 成都 CHENGDU 重 庆 · 青 岛 · 东京 · 香港 · 伦敦 · 纽约 NEWYORK]

By | 2016-05-08T01:05:05+00:00 April 28th, 2016|Categories: Chinese Stocks, FENG, SEC Original|Tags: , , , , , |0 Comments
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JRJC [China Finance Online] 20-F: (Original Filing)

[Title of each class Name of each exchange on which registered None None American Depositary Shares, each representing 5 ordinary shares* _______________________________________________________ None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 118,098,018 ordinary shares. o þ o þ þ] [Dated on: March 30, 2015 iSTAR Capital International Co. Limited (“iSTAR Capital International”) and iSTAR Management Limited (“iSTAR Management”) and Tianfeng Securities Co., Ltd. (“Buyer”) and Beijing Fuhua Innovation & Technology Development Co., Ltd. (“Guarantor”) Agreement for Sale of 100% Equities of iSTAR International Futures Co. Limited and 100% Equities of iSTAR International Wealth Management Co. Limited Contents 1. Definitions] [Dated on: April 9, 2015 iSTAR Capital International Co. Limited (“iSTAR Capital International”) and iSTAR Management Limited (“iSTAR Management”) and Tianfeng Securities Co., Ltd. (“Buyer”) and Beijing Fuhua Innovation & Technology Development Co., Ltd. (“Guarantor”) 100% Equities of iSTAR International Futures Co. Limited and Agreement for Sale of 100% Equities of Supplement (1) This Agreement dated on April 9, 2015] [Dated on: September 28, 2015 iSTAR Capital International Co. Limited (“iSTAR Capital International”) and iSTAR Management Limited (“iSTAR Management”) and Tianfeng Securities Co., Ltd. (“Buyer”) and Beijing Fuhua Innovation & Technology Development Co., Ltd. (“Guarantor”) Supplement (2) To 100% Equities of Agreement for Sale of 100% Equities of iSTAR International Futures Co. Limited and EXECUTION VERSION This Agreement dated on] [Agreement on Enforcement of Arbitration Award Party A: Fortune (Beijing) Huiying Investment Consultation Co., Ltd. (“CIC”) Residence: Room 1136, 10, Xuanwumenwai Street, Xicheng District, Beijing Legal representative: Yang Lin Party B: Langfang Shengshi Real Estate Development Co., Ltd. Residence: North of Eastern Section, Langba Road, Hancun Town, Yongqing County, Langfang Legal representative: Zhan Jiantao Party C: Beijing Bluestone Investment Management] [Reorganization Framework Agreement May 2015 Table of contents Article 1 Reorganization scheme 4 1.1 Termination of VIE agreement 4 1.2 Arrangement for variation in equity Financial Sector holds in Cowboy Network 4 1.3 Principle of reorganization 5 Article 2 Reorganization steps and closing 5 2.1 Execution of relevant implementation documents 5 2.2 Performing variation registration procedures 5 Article 3 Confidentiality] [Equity Transfer Agreement This equity transfer agreement (the “Agreement”) is made in Beijing on May 25, 2015 by and between: Transferor: Beijing Glory Technology Co., Ltd. Address: Unit 1135, 10 Xuanwumenwai Street, Xuanwu District, Beijing Transferee: Shanghai Zheshang Business Consultation Co., Ltd. Address: Unit 104, Block 34, 58 South Baozhen Road, Baozhen Town, Chongming County, Shanghai WHEREAS: 1. Beijing Cowboy] [Equity Transfer Agreement This equity transfer agreement (the “Agreement”) is made in Beijing on May 25, 2015 by and between: Transferor: Fortune (Beijing) Qicheng Technology Co., Ltd. Address: Unit 1135, 10 Xuanwumenwai Street, Xuanwu District, Beijing Transferee: Beijing Leshi Excellence Investment Management Partnership.（limited partnership） Address: No.19 ，Unit1708, 17F cloud modern Building，9 Manting Fangyuan Town ,Qing Yunli, Hai dian District, Beijing] [Equity Transfer Agreement This equity transfer agreement (the “Agreement”) is made in Beijing on May 25, 2015 by and between: Transferor: Fortune (Beijing) Qicheng Technology Co., Ltd. Address: Unit 1135, 10 Xuanwumenwai Street, Xuanwu District, Beijing Transferee: Shanghai Ever Bright Yan Ze Venture Capital Enterprise（limited partnership） Address: Suit 147, M Zone, 1st Floor of Building 3, No. 7 Xiayi Industry] [Equity Transfer Agreement This equity transfer agreement (the “Agreement”) is made in Beijing on May15, 2015 by and between: Transferor: Shenzhen Shangtong Software Co., Ltd. Address: Suit 1009, 10F 4 Building Saige Science and Technology Park, Huaqiang North Road Futian District, Shenzhen Transferee: Shanghai Ever Bright Fu Yi Venture Capital Enterprise (limited partnership) Address: Suit 147, M Zone, 1st Floor] [Equity Transfer Agreement This equity transfer agreement (the “Agreement”) is made in Beijing on May 25, 2015 by and between: Transferor: Shenzhen Shangtong software Co., Ltd. Address: Suit 1009, 10F 4 Building Saige Science and Technology Park, Huaqiang North Road Futian District, Shenzhen Transferee: Beijing Le Shi excellence investment management partnership.（limited partnership） Address: No.19 ，Suit 1708, 17F cloud modern Building，9] [Equity Transfer Agreement This equity transfer agreement (the “Agreement”) is made in Beijing on May 25, 2015 by and between: Transferor: Shenzhen Shangtong software Co., Ltd. Address: Suit 1009, 10F 4 Building Saige Science and Technology Park, Huaqiang North Road Futian District, Shenzhen Transferee: Xiaoming Wang Address: Suit 602, No.6, 99 alley , 677Wu Zhong Road, Minghang District, Shanghai WHEREAS：] [Framework Agreement regarding reorganization and sale of businesses related to Stockstar.com December of 2015 Table of Contents Article 1. Purchase Subject 7 1.1 Purchase Subject 7 1.2 Interests related to the Purchase Subject 8 Article 2. Purchase Consideration and Payment Arrangement 10 2.1 Purchase Consideration 10 2.2 Payment Arrangement of the Purchase Consideration 10 Article 3. Closing 12 3.1 Closing] [Share Transfer Agreement Shanghai Stockstar Information & Technology Co., Ltd. This Agreement is jointly made and executed in the Company’s conference room on Aug. 27, 2015 by and between the following parties: Transferor: Shanghai Meining Computer Software Co., Ltd. (hereinafter as “Party A”); Transferee: Beijing Glory Technology Co., Ltd. (hereinafter as “Party B”); and Shanghai Stockstar Information & Technology Co.,] [Share Transfer Agreement Shanghai Stockstar Information & Technology Co., Ltd. This Agreement is jointly made and executed in the Company’s conference room on Aug. 27, 2015 by and between the following parties: Transferor: Na Zhang (hereinafter as “Party A”); Transferee: Beijing Glory Technology Co., Ltd. (hereinafter as “Party B”); and Shanghai Stockstar Information & Technology Co., Ltd. (hereinafter referred to] [Share Transfer Agreement Shanghai Stockstar Information & Technology Co., Ltd. This Agreement is jointly made and executed in the Company’s conference room on Aug. 27, 2015 by and between the following parties: Transferor: Xun Zhao (hereinafter as “Party A”); Transferee: Beijing Premium Technology Co., Ltd. (hereinafter as “Party B”); and Shanghai Stockstar Information & Technology Co., Ltd. (hereinafter referred to] [Share Transfer Agreement Shanghai Stockstar Securities Advisory and Investment Co., Ltd. This Agreement is jointly made and executed in Beijing on Dec. 10, 2015 by the following parties: Party A: Shanghai Meining Computer Software Co., Ltd. Party B: Zhiwei Zhao Party C: Jun Wang (Party A, Party B and Party C collectively referred to as “Transferor”) Party D: Tibet Fortune] [Agreement of Termination Regarding the Strategic Consulting and Services Agreement, The Technical Support Agreement and the Operation Agreement By and Among Shanghai Chongzhi Information & Technology Co., Ltd., and Shanghai Stockstar Information & Technology Co., Ltd. Sep. 20, 2015 Agreement of Termination This Agreement of Termination (hereinafter referred to as the “Agreement”) is made and entered into in Beijing, PRC] [Agreement of Termination Regarding the Purchase Option and Cooperation Agreement, the Loan Agreement and the Share Pledge Agreement By and Among Shanghai Chongzhi Co., Ltd., Na Zhang, Xun Zhao, and Shanghai Stockstar Information & Technology Co., Ltd. Sep. 20, 2015 Agreement of Termination This Agreement of Termination (hereinafter referred to as the “Agreement”) is made and entered into in Beijing,] [Termination Agreement Regarding the Strategic Consulting and Service Agreement, The Technical Support Agreement and the Operation Agreement By and Among Fortune Software (Beijing) Co., Ltd. and Shanghai Stockstar Securities Advisory and Investment Co., Ltd. December. 8, 2015 Termination Agreement This Termination Agreement (hereinafter referred to as the “Agreement”) is made and entered into in Beijing, PRC (hereinafter “China”) as of] [Agreement of Termination Regarding the Purchase Option and Cooperation Agreement and Loan Agreement By and Among Fortune Software (Beijing) Co., Ltd. Zhiwei Zhao, and Shanghai Stockstar Securities Advisory and Investment Co., Ltd. December. 8, 2015 Agreement of Termination This Agreement of Termination (hereinafter referred to as the “Agreement”) is made and entered into in Beijing, PRC (hereinafter “China”) as of] [Agreement of Termination Regarding the Purchase Option and Cooperation Agreement and the Loan Agreement By and Among Fortune Software (Beijing) Co., Ltd. Jun Wang, and Shanghai Stockstar Securities Advisory and Investment Co., Ltd. Dec. 8, 2015 Agreement of Termination This Agreement of Termination (hereinafter referred to as the “Agreement”) is made and entered into in Beijing, PRC (hereinafter “China”) as] [Equity Transfer Agreement Zhongcheng Futong Co., Ltd. This Agreement is jointly made and executed in Beijing on Dec. 24, 2015 by the following parties: Party A: Tibet Fortune Jinyuan Network Technology Co., Ltd. (Party A as “Transferor”) Party B: Shanghai EBI Capital Co., Ltd. Party C: Xiaoming Wang (Party B and Party C collectively referred to as “Transferee”) WHEREAS Article] [Dated on: April 8, 2016 iSTAR Capital International Co. Limited (“Transferor”) and Tianfeng Securities Co., Ltd. (“Tianfeng Securities”) and iSTAR International Wealth Management Co. Limited (“Target Company”) Agreement for Sale of 100% Equities of iSTAR International Wealth Management Contents 1. Definitions 2. Sale of Equities 3. Conditions Precedent and Before-Transaction Liabilities 4. Transaction 5. 6. 7. 8. Information 9. 10.] [The following table sets forth the details of our principal subsidiaries and significant PRC-incorporated affiliates as of December 31, 2015: Name Jurisdiction of Legal Ownership Interest Fortune Software (Beijing) Co., Ltd. PRC 100% China Finance Online (Beijing) Co., Ltd. PRC 100% Shenzhen Genius Information Technology Co., Ltd. PRC 100% Zhengyong Information & Technology (Shanghai) Co., Ltd. PRC 100% Zhengtong Information] [I, Zhiwei Zhao, certify that: 1. I have reviewed this annual report on Form 20-F of China Finance Online Co. Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [Certification by the Principal Financial Officer I, Jun Wang, certify that: 1. I have reviewed this annual report on Form 20-F of China Finance Online Co. 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] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 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.] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 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. Jun Wang] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (No. 333-157670, No.333-139192, and No.333-123802) and Form S-8/A (No. 333-139192) of China Finance Online Co. Limited, its subsidiaries, its variable interest entities (“VIEs”) and its VIE’s subsidiaries of our report dated April 27, 2016, with respect to the] [Consent of Jincheng Tongda & Neal Law Firm April 27, 2016 China Finance Online Co. Limited th 17 No. 28 Xuanwai Street, Xicheng District Beijing 100052, China Annual Report SEC We hereby consent to the reference to our firm and the summary of our opinion under the “Item 4. Information on the Company - B. Business overview - Regulation” and]

By | 2016-05-07T19:25:55+00:00 April 27th, 2016|Categories: Chinese Stocks, JRJC, SEC Original|Tags: , , , , , |0 Comments
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