CEA [CHINA EASTERN AIRLINES] 20-F: Page No. PART I 4 Item 1. Identity

[Page No. PART I 4 Item 1. Identity of Directors, Senior Management and Advisers 4 Item 2. Offer Statistics and Expected Timetable 4 Item 3. Key Information 4 Item 4. Information on the Company 18 Item 5. Operating and Financial Review and Prospects 42 Item 6. Directors, Senior Management and Employees 59] [Supplemental Agreement No. 1 to PURCHASE AGREEMENT NUMBER PA-4077 between THE BOEING COMPANY and CHINA EASTERN AIRLINES CORPORATION LIMITED Relating to Boeing Model 737-800 Aircraft with CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION as consenting party EASTERN AIR OVERSEAS (HONG KONG) LTD. THIS SUPPLEMENTAL AGREEMENT NO. 1, entered into as of the 9th, day of July, 2015, by and between] [1. China Eastern Airlines Jiangsu Co., Ltd., a company incorporated under the laws of People’s Republic of China, 62.56% equity of which is owned by China Eastern Airlines Corporation Limited. 2. Shanghai Airlines Co., Ltd., a company incorporated under the laws of People’s Republic of China, wholly owned by China Eastern Airlines Corporation Limited. 3. Shanghai Eastern Flight Training Co.,] [CERTIFICATION I, Ma Xulun, certify that: 1. I have reviewed this annual report on Form 20-F of China Eastern Airlines Corporation Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [CERTIFICATION I, Wu Yongliang, certify that: 1. I have reviewed this annual report on Form 20-F of China Eastern Airlines Corporation Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [CERTIFICATION] [CERTIFICATION]

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SVA [SINOVAC BIOTECH] 20-F: (Original Filing)

[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. 56,906,561 common shares as of December 31, 2015 ¨ x ¨ x x ¨ x ¨ o Large accelerated filer x Accelerated filer o Non-accelerated filer x U.S. GAAP International Financial] [List of Subsidiaries 1. Sinovac Biotech (Hong Kong) Ltd., a Hong Kong company 2. Sinovac Biotech Co., Ltd., a PRC company 3. Sinovac Research and Development Co., Ltd. (formerly known as Beijing Sinovac Biological Technology Co., Ltd.), a PRC company 4. Sinovac (Dalian) Vaccine Technology Co., Ltd., a PRC company 5. Sinovac Biomed Co., Ltd. (formerly known as Sinovac Zhong] [CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER I, Weidong Yin, certify that: 1. I have reviewed this annual report on Form 20-F of Sinovac Biotech 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 FINANCIAL OFFICER I, Nan Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Sinovac Biotech 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 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Weidong Yin 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. Nan Wang Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: i) Registration Statement (Form S-8 No. 333-161827) pertaining to Sinovac Biotech Ltd.’s 2003 Stock Option Plan; and ii) Registration Statement (Form S-8 No. 333-190980) pertaining to Sinovac Biotech Ltd.’s 2012 Share Incentive Plan; of our reports dated April 25, 2016, with]

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SPIL [SILICONWARE PRECISION INDUSTRIES CO] 20-F: (Original Filing)

[SILICONWARE PRECISION INDUSTRIES CO., LTD. FORM 20-F ANNUAL REPORT FISCAL YEAR ENDED DECEMBER 31, 2015 Page Supplemental Information 1 1 PART I 2 Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 Item 4. Information on the Company 19 Item 4A. Unresolved Staff Comments 34 Item] [Chinese version, the Chinese version shall prevail.” SHARE SUBSCRIPTION AGREEMENT Siliconware Precision Industries Co., Ltd. and Tsinghua Unigroup Ltd. Table of Contents Page Article 1 Private Placement 1 Article 2 Issuance and Subscription of Private Placement Shares 1 Article 3 2 Article 4 3 Article 5 Conditions Precedent to the Payment of the Total Subscription Price by the Subscriber 4] [LIST OF SIGNIFICANT SUBSIDIARIES OF SILICONWARE PRECISION INDUSTRIES CO., LTD. Company Jurisdiction of Percentage Ownership SPIL (B.V.I.) Holding Limited British Virgin Islands 100 % Siliconware U.S.A. Inc. 100 % SPIL (Cayman) Holding Limited Cayman Islands 100 % Siliconware Technology (Suzhou) Limited People’s Republic of China 100 % Siliconware Investment Co., Ltd. Taiwan 100 % EX-8.1 3 d167958dex81.htm EX-8.1] [CERTIFICATION OF OUR CHIEF EXECUTIVE OFFICER I, Chi-Wen Tsai, certify that: 1. I have reviewed this annual report on Form 20-F of Siliconware Precision Industries 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] [CERTIFICATION OF OUR CHIEF FINANCIAL OFFICER I, Eva Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Siliconware Precision Industries 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] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the company. Chi-Wen Tsai Chief Executive Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the company and will] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the company. Eva Chen Chief Financial Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the company and will]

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SMI [SEMICONDUCTOR MANUFACTURING INTERNATIONAL] 20-F: (Original Filing)

[None Indicate the number of outstanding shares of each of the issuer’s classes of capital or ordinary shares as of the close of the period covered by the annual report. As of December 31, 2015, there were 42,073,748,961 ordinary shares, par value US$0.0004 per share, outstanding, of which 980,747,650 ordinary shares were held in the form of 19,614,953 American Depositary] [SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Agreement Company Buyer WHEREAS A. New Common Shares Aggregate Purchase Price Securities B. 1933 Act SEC NOW, THEREFORE PURCHASE AND SALE OF NEW COMMON shares 1. Purchase of New Common Shares Closing (a) Purchase Price (b) Closing (c) Date and Time Closing Date (i) Payment and Delivery (ii) (A) the Buyer shall pay the] [SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Agreement Company Buyer WHEREAS A. “Country Hill Share Subscription Agreement” pro rata ), if the Company proposes to issue new Shares or securities convertible into Shares, the Buyer has a pre-emptive right to subscribe for a Country Hill Pre-emptive Right” . In connection with the offering of the New Common Shares (as defined below),] [List of Subsidiaries Jurisdiction of Name of Subsidiary Incorporation Names Under Which Subsidiary Does Business Semiconductor Manufacturing International (Shanghai) Corporation PRC Semiconductor Manufacturing International (Shanghai) Corporation Semiconductor Manufacturing International (Beijing) Corporation PRC Semiconductor Manufacturing International (Beijing) Corporation Semiconductor Manufacturing International (Tianjin) Corporation PRC Semiconductor Manufacturing International (Tianjin) Corporation Semiconductor Manufacturing North China (Beijing) Corporation PRC Semiconductor Manufacturing North China (Beijing)] [CERTIFICATIONS I, Tzu-Yin Chiu, certify that: 1. I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International 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] [CERTIFICATION I, Gao Yonggang, certify that: 1. I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International 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] [Dr. Tzu-Yin Chiu Chief Executive Officer and Executive Director Dr. Gao Yonggang Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S 8 (Nos. 333-193189, 333-170770 and 333-113797) of Semiconductor Manufacturing International Corporation of our report dated April 25, 2016 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-193189, 333-170770 and 333-113797 on Form S-8 of our reports dated March 12, 2014, relating to the financial statements and financial statement schedule of Semiconductor Manufacturing International Corporation, appearing in this Annual Report on Form 20-F of Semiconductor Manufacturing International Corporation for]

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SMI [SEMICONDUCTOR MANUFACTURING INTERNATIONAL] 20-F: None Indicate the number of outstanding shares of

[None Indicate the number of outstanding shares of each of the issuer’s classes of capital or ordinary shares as of the close of the period covered by the annual report. As of December 31, 2015, there were 42,073,748,961 ordinary shares, par value US$0.0004 per share, outstanding, of which 980,747,650 ordinary shares were held in the form of 19,614,953 American Depositary] [SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Agreement Company Buyer WHEREAS A. New Common Shares Aggregate Purchase Price Securities B. 1933 Act SEC NOW, THEREFORE PURCHASE AND SALE OF NEW COMMON shares 1. Purchase of New Common Shares Closing (a) Purchase Price (b) Closing (c) Date and Time Closing Date (i) Payment and Delivery (ii) (A) the Buyer shall pay the] [SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Agreement Company Buyer WHEREAS A. “Country Hill Share Subscription Agreement” pro rata ), if the Company proposes to issue new Shares or securities convertible into Shares, the Buyer has a pre-emptive right to subscribe for a Country Hill Pre-emptive Right” . In connection with the offering of the New Common Shares (as defined below),] [List of Subsidiaries Jurisdiction of Name of Subsidiary Incorporation Names Under Which Subsidiary Does Business Semiconductor Manufacturing International (Shanghai) Corporation PRC Semiconductor Manufacturing International (Shanghai) Corporation Semiconductor Manufacturing International (Beijing) Corporation PRC Semiconductor Manufacturing International (Beijing) Corporation Semiconductor Manufacturing International (Tianjin) Corporation PRC Semiconductor Manufacturing International (Tianjin) Corporation Semiconductor Manufacturing North China (Beijing) Corporation PRC Semiconductor Manufacturing North China (Beijing)] [CERTIFICATIONS I, Tzu-Yin Chiu, certify that: 1. I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International 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] [CERTIFICATION I, Gao Yonggang, certify that: 1. I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International 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] [Dr. Tzu-Yin Chiu Chief Executive Officer and Executive Director Dr. Gao Yonggang Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S 8 (Nos. 333-193189, 333-170770 and 333-113797) of Semiconductor Manufacturing International Corporation of our report dated April 25, 2016 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-193189, 333-170770 and 333-113797 on Form S-8 of our reports dated March 12, 2014, relating to the financial statements and financial statement schedule of Semiconductor Manufacturing International Corporation, appearing in this Annual Report on Form 20-F of Semiconductor Manufacturing International Corporation for]

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CEA [CHINA EASTERN AIRLINES] 20-F: (Original Filing)

[Page No. PART I 4 Item 1. Identity of Directors, Senior Management and Advisers 4 Item 2. Offer Statistics and Expected Timetable 4 Item 3. Key Information 4 Item 4. Information on the Company 18 Item 5. Operating and Financial Review and Prospects 42 Item 6. Directors, Senior Management and Employees 59] [Supplemental Agreement No. 1 to PURCHASE AGREEMENT NUMBER PA-4077 between THE BOEING COMPANY and CHINA EASTERN AIRLINES CORPORATION LIMITED Relating to Boeing Model 737-800 Aircraft with CHINA EASTERN AVIATION IMPORT & EXPORT CORPORATION as consenting party EASTERN AIR OVERSEAS (HONG KONG) LTD. THIS SUPPLEMENTAL AGREEMENT NO. 1, entered into as of the 9th, day of July, 2015, by and between] [1. China Eastern Airlines Jiangsu Co., Ltd., a company incorporated under the laws of People’s Republic of China, 62.56% equity of which is owned by China Eastern Airlines Corporation Limited. 2. Shanghai Airlines Co., Ltd., a company incorporated under the laws of People’s Republic of China, wholly owned by China Eastern Airlines Corporation Limited. 3. Shanghai Eastern Flight Training Co.,] [CERTIFICATION I, Ma Xulun, certify that: 1. I have reviewed this annual report on Form 20-F of China Eastern Airlines Corporation Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [CERTIFICATION I, Wu Yongliang, certify that: 1. I have reviewed this annual report on Form 20-F of China Eastern Airlines Corporation Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [CERTIFICATION] [CERTIFICATION]

By | 2016-05-07T13:54:20+00:00 April 25th, 2016|Categories: CEA, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments

NTES [NetEase] 20-F: (Original Filing)

[FORM 20-F (Mark One) o OR x OR o For the transition period from to OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . NETEASE, INC. N/A Cayman Islands (Jurisdiction of incorporation or organization) Building No. 7, West Zone, Zhongguancun] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement This Shareholder Voting Right Trust Agreement (this “ Party A: PRC Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. b. [ 2 Party A] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement This Shareholder Voting Right Trust Agreement (this “ Party A: PRC Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. b. [ 2 Party A] [AMENDED AND RESTATED SHAREHOLDER VOTING RIGHT TRUST AGREEMENT AMENDED AND RESTATED SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement THIS NetEase Beijing Company Guangyitong William Xiaojun Bo WHEREAS, NetEase Beijing, William and Bo Ding (“ Guangzhou NetEase Original Agreement Equity Transfers WHEREAS, prior to or on the date of this Agreement, Guangzhou NetEase has transferred 79% of the equity interest in Guangyitong] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement Original Agreement This Shareholder Voting Right Trust Agreement (this “ Party A: Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. 2 b. [ 3 NetEase (Hangzhou) Network Co., Ltd.] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement Original Agreement This Shareholder Voting Right Trust Agreement (this “ Party A: Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. 2 b. [ 3 NetEase (Hangzhou) Network Co., Ltd.] [LOAN AGREEMENT Agreement This Loan Agreement (this “ (1) Lender PRC (3) Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the “ Whereas (A) Target Equity Domestic Company Equity Transfer Price” (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2. Term 1.3. (a) (b) (c) Transaction Documents (d) 2 (e) Notwithstanding the foregoing, Lender may] [LOAN AGREEMENT Agreement This Loan Agreement (this “ (1) Lender PRC (3) Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the “ Whereas (A) Target Equity Domestic Company Equity Transfer Price” (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2. Term 1.3. (a) (b) (c) Transaction Documents (d) 2 (e) Notwithstanding the foregoing, Lender may] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Pledgee PRC (2) Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the “ Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E) Operating Agreement (F) Therefore 1. Definitions 1.1. “Breaching Event” “Pledged Equity” “PRC] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Pledgee PRC (2) Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the “ Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E) Operating Agreement (F) Therefore 1. Definitions 1.1. “Breaching Event” “Pledged Equity” “PRC] [EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement This Exclusive Purchase Option Agreement (this “ Party A: NetEase Media Technology (Beijing) Co., Ltd. Legal Address 20-22/F, Tower 8, NO.86 Zhongguancun East Road, Haidian District, Beijing Party B: William Lei Ding ID Number: 330224197110180074 Legal Address: Room 6-401, A90, Shuguang Road, Jiangdong District, Ningbo, Zhejiang Province Party C: Beijing Guangyitong Advertising Co., Ltd. Legal] [EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement This Exclusive Purchase Option Agreement (this “ Party A: NetEase Media Technology (Beijing) Co., Ltd. Legal Address 20-22/F, Tower 8, NO.86 Zhongguancun East Road, Haidian District, Beijing Party B: Li Li ID Number: 110103197411191529 Legal Address: NO.7, Unit 4, Building 16, Changqing Yuan, Chongwen District, Beijing Party C: Beijing Guangyitong Advertising Co., Ltd. Legal Address:] [OPERATING AGREEMENT Agreement This Operating Agreement (this “ Party A: NetEase Media Technology (Beijing) Co., Ltd. Address: 20-22/F,Tower 8, NO.86 Zhongguancun East Road, Haidian District, Beijing Party B: Beijing Guangyitong Advertising Co., Ltd. Address: Room F112, -1/F, Tower 5th, YongDingMenWai Street NO.86, Dongcheng District, Beijing Party C: William Lei Ding Address: Room 6-401, A90, Shuguang Road, Jiangdong District, Ningbo, Zhejiang] [AMENDED AND RESTATED LETTER OF AGREEMENT AMENDED AND RESTATED LETTER OF AGREEMENT Agreement Effective Date NetEase William Xiaojun THIS Bo Original Agreement WHEREAS, NetEase, William and Bo Ding (“ Guangzhou NetEase Guangyitong Equity Transfers WHEREAS, prior to or on the date of this Agreement, Guangzhou NetEase Computer System Co., Ltd. (“ NOW, THEREFORE, in consideration of the foregoing and for] [AMENDED AND RESTATED LOAN AGREEMENT Agreement Original Agreement This Amended and Restated Loan Agreement (this “ (1) NetEase (Hangzhou) Network Co., Ltd. Lender PRC ( Hu Tianlei Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the “ Whereas (A) Capital Contribution Amount” Domestic Company Target Equity (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2.] [AMENDED AND RESTATED LOAN AGREEMENT Agreement This Amended and Restated Loan Agreement (this “ Original Agreement (1) NetEase (Hangzhou) Network Co., Ltd. Lender PRC ( Hu Zhipeng Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the “ Whereas (A) Capital Contribution Amount” Domestic Company Target Equity (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2.] [AMENDED AND RESTATED Agreement This Amended and Restated Equity Pledge Agreement (this “ Original Agreement (1) NetEase (Hangzhou) Network Co., Ltd. Pledgee PRC (2) Hu Tianlei Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the “ Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E)] [AMENDED AND RESTATED Agreement This Amended and Restated Equity Pledge Agreement (this “ Original Agreement (1) NetEase (Hangzhou) Network Co., Ltd. Pledgee PRC (2) Hu Zhipeng Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the “ Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E)] [AMENDED AND RESTATED Agreement Original Agreement This Amended and Restated Exclusive Purchase Option Agreement (this “ Party A: NetEase (Hangzhou) Network Co., Ltd Registration Address Party B: Hu Tianlei ID Number: 330206198210210412 Legal Address: No. 38 Zheda Road, West Lake District, Hangzhou, Zhejiang, PRC Party C: Hangzhou NetEase Leihuo Network Co., Ltd. Registration Address: Parties Party In this Agreement, Party] [AMENDED AND RESTATED Agreement Original Agreement This Amended and Restated Exclusive Purchase Option Agreement (this “ Party A: NetEase (Hangzhou) Network Co., Ltd Registration Address Party B: Hu Zhipeng ID Number: 330106197812210436 Legal Address: No. 14 South Street, Chaoyangmen, FESCO, Beijing, PRC Party C: Hangzhou NetEase Leihuo Network Co., Ltd. Registration Address: Parties Party In this Agreement, Party A, Party] [AMENDED AND RESTATED OPERATING AGREEMENT Agreement Original Agreement This Amended and Restated Operating Agreement (this “ Party A: NetEase (Hangzhou) Network Co., Ltd. Address: Room 103-105, 1/F, Building 18, No. 1 Jiaogong Road, Hangzhou, Zhejiang Province, PRC Party B: Hangzhou NetEase Leihuo Network Co., Ltd. Address: Room 601-603, 6/F, Building 18, No. 1 Jiaogong Road, West Lake District, Hangzhou, Zhejiang] [PRINCIPAL SUBSIDIARIES AND VARIABLE INTEREST ENTITIES OF NETEASE, INC. Subsidiaries: Jurisdiction of Incorporation NetEase Interactive Entertainment Limited British Virgin Islands Lede Inc. (previously named Ujia.com, Inc.) Cayman Islands NetEase Media, Inc. Cayman Islands HQG, Inc. Cayman Islands NetEase (Hong Kong) Limited Hong Kong Hong Kong NetEase Interactive Entertainment Limited Hong Kong Lede (Hong Kong) Limited (previously named Ujia (Hong Kong)] [CERTIFICATION I, 1. 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 misleading with respect to the period covered by this report; 3. 4. (a) (b) (c)] [CERTIFICATION I, Onward Choi, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) April Onward Choi Acting Chief Financial Officer EX-12.2 24 a16-3849_1ex12d2.htm EX-12.2] [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. April William Lei Ding Chief Executive Officer EX-13.1 25 a16-3849_1ex13d1.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. April Onward Choi Acting Chief Financial Officer EX-13.2 26 a16-3849_1ex13d2.htm EX-13.2] [[PricewaterhouseCoopers Letterhead] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-100069 and No. 333-164249) of NetEase, Inc. of our report dated PricewaterhouseCoopers Zhong Tian LLP Beijing, the People’s Republic of China April EX-15.2 27 a16-3849_1ex15d2.htm EX-15.2] [[Letterhead of Maples and Calder] NetEase, Inc. Building No. 7, West Zone Zhongguancun Software Park (Phase II) No. 10 Xibeiwang East Road, Haidian District Beijing 100193, People’s Republic of China 22 Dear Sir Re: NetEase, Inc. We have acted as legal advisors as to the laws of the Cayman Islands to NetEase, Inc., an exempted limited liability company incorporated in] [[Letterhead of Jun He April NetEase, Inc. Building No. 7, West Zone Zhongguancun Software Park (Phase II) No. 10 Xibeiwang East Road, Haidian District Beijing, People’s Republic of China Dear Sirs, Re: Consent of People’s Republic of China Counsel Very truly yours, Jun He EX-15.4 29 a16-3849_1ex15d4.htm EX-15.4]

By | 2016-04-23T02:48:34+00:00 April 22nd, 2016|Categories: Chinese Stocks, NTES, SEC Original|Tags: , , , , , |0 Comments

NTES [NetEase] 20-F: FORM 20-F (Mark One) o OR x OR

[FORM 20-F (Mark One) o OR x OR o For the transition period from to OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . NETEASE, INC. N/A Cayman Islands (Jurisdiction of incorporation or organization) Building No. 7, West Zone, Zhongguancun] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement This Shareholder Voting Right Trust Agreement (this “ Party A: PRC Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. b. [ 2 Party A] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement This Shareholder Voting Right Trust Agreement (this “ Party A: PRC Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. b. [ 2 Party A] [AMENDED AND RESTATED SHAREHOLDER VOTING RIGHT TRUST AGREEMENT AMENDED AND RESTATED SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement THIS NetEase Beijing Company Guangyitong William Xiaojun Bo WHEREAS, NetEase Beijing, William and Bo Ding (“ Guangzhou NetEase Original Agreement Equity Transfers WHEREAS, prior to or on the date of this Agreement, Guangzhou NetEase has transferred 79% of the equity interest in Guangyitong] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement Original Agreement This Shareholder Voting Right Trust Agreement (this “ Party A: Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. 2 b. [ 3 NetEase (Hangzhou) Network Co., Ltd.] [SHAREHOLDER VOTING RIGHT TRUST AGREEMENT Agreement Original Agreement This Shareholder Voting Right Trust Agreement (this “ Party A: Party B: In this Agreement, Party A and Party Parties Party WHEREAS 1. Company 2. NOW, THEREFORE 1. 2. 3. Transferee 1 4. 5. 6. 7. 8. 9. 10. a. 2 b. [ 3 NetEase (Hangzhou) Network Co., Ltd.] [LOAN AGREEMENT Agreement This Loan Agreement (this “ (1) Lender PRC (3) Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the “ Whereas (A) Target Equity Domestic Company Equity Transfer Price” (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2. Term 1.3. (a) (b) (c) Transaction Documents (d) 2 (e) Notwithstanding the foregoing, Lender may] [LOAN AGREEMENT Agreement This Loan Agreement (this “ (1) Lender PRC (3) Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the “ Whereas (A) Target Equity Domestic Company Equity Transfer Price” (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2. Term 1.3. (a) (b) (c) Transaction Documents (d) 2 (e) Notwithstanding the foregoing, Lender may] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Pledgee PRC (2) Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the “ Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E) Operating Agreement (F) Therefore 1. Definitions 1.1. “Breaching Event” “Pledged Equity” “PRC] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Pledgee PRC (2) Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the “ Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E) Operating Agreement (F) Therefore 1. Definitions 1.1. “Breaching Event” “Pledged Equity” “PRC] [EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement This Exclusive Purchase Option Agreement (this “ Party A: NetEase Media Technology (Beijing) Co., Ltd. Legal Address 20-22/F, Tower 8, NO.86 Zhongguancun East Road, Haidian District, Beijing Party B: William Lei Ding ID Number: 330224197110180074 Legal Address: Room 6-401, A90, Shuguang Road, Jiangdong District, Ningbo, Zhejiang Province Party C: Beijing Guangyitong Advertising Co., Ltd. Legal] [EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement This Exclusive Purchase Option Agreement (this “ Party A: NetEase Media Technology (Beijing) Co., Ltd. Legal Address 20-22/F, Tower 8, NO.86 Zhongguancun East Road, Haidian District, Beijing Party B: Li Li ID Number: 110103197411191529 Legal Address: NO.7, Unit 4, Building 16, Changqing Yuan, Chongwen District, Beijing Party C: Beijing Guangyitong Advertising Co., Ltd. Legal Address:] [OPERATING AGREEMENT Agreement This Operating Agreement (this “ Party A: NetEase Media Technology (Beijing) Co., Ltd. Address: 20-22/F,Tower 8, NO.86 Zhongguancun East Road, Haidian District, Beijing Party B: Beijing Guangyitong Advertising Co., Ltd. Address: Room F112, -1/F, Tower 5th, YongDingMenWai Street NO.86, Dongcheng District, Beijing Party C: William Lei Ding Address: Room 6-401, A90, Shuguang Road, Jiangdong District, Ningbo, Zhejiang] [AMENDED AND RESTATED LETTER OF AGREEMENT AMENDED AND RESTATED LETTER OF AGREEMENT Agreement Effective Date NetEase William Xiaojun THIS Bo Original Agreement WHEREAS, NetEase, William and Bo Ding (“ Guangzhou NetEase Guangyitong Equity Transfers WHEREAS, prior to or on the date of this Agreement, Guangzhou NetEase Computer System Co., Ltd. (“ NOW, THEREFORE, in consideration of the foregoing and for] [AMENDED AND RESTATED LOAN AGREEMENT Agreement Original Agreement This Amended and Restated Loan Agreement (this “ (1) NetEase (Hangzhou) Network Co., Ltd. Lender PRC ( Hu Tianlei Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the “ Whereas (A) Capital Contribution Amount” Domestic Company Target Equity (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2.] [AMENDED AND RESTATED LOAN AGREEMENT Agreement This Amended and Restated Loan Agreement (this “ Original Agreement (1) NetEase (Hangzhou) Network Co., Ltd. Lender PRC ( Hu Zhipeng Borrower Parties Party Lender and Borrower are hereinafter jointly referred to as the “ Whereas (A) Capital Contribution Amount” Domestic Company Target Equity (B) (C) Therefore 1. Loan 1.1. Loan Additional Loan 1.2.] [AMENDED AND RESTATED Agreement This Amended and Restated Equity Pledge Agreement (this “ Original Agreement (1) NetEase (Hangzhou) Network Co., Ltd. Pledgee PRC (2) Hu Tianlei Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the “ Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E)] [AMENDED AND RESTATED Agreement This Amended and Restated Equity Pledge Agreement (this “ Original Agreement (1) NetEase (Hangzhou) Network Co., Ltd. Pledgee PRC (2) Hu Zhipeng Pledgor Parties Party The Pledgee and the Pledgor are hereinafter jointly referred to as the “ Whereas (A) Domestic Company Appendix I (B) Loan Agreement (C) Voting Trust Agreement (D) Purchase Option Agreement (E)] [AMENDED AND RESTATED Agreement Original Agreement This Amended and Restated Exclusive Purchase Option Agreement (this “ Party A: NetEase (Hangzhou) Network Co., Ltd Registration Address Party B: Hu Tianlei ID Number: 330206198210210412 Legal Address: No. 38 Zheda Road, West Lake District, Hangzhou, Zhejiang, PRC Party C: Hangzhou NetEase Leihuo Network Co., Ltd. Registration Address: Parties Party In this Agreement, Party] [AMENDED AND RESTATED Agreement Original Agreement This Amended and Restated Exclusive Purchase Option Agreement (this “ Party A: NetEase (Hangzhou) Network Co., Ltd Registration Address Party B: Hu Zhipeng ID Number: 330106197812210436 Legal Address: No. 14 South Street, Chaoyangmen, FESCO, Beijing, PRC Party C: Hangzhou NetEase Leihuo Network Co., Ltd. Registration Address: Parties Party In this Agreement, Party A, Party] [AMENDED AND RESTATED OPERATING AGREEMENT Agreement Original Agreement This Amended and Restated Operating Agreement (this “ Party A: NetEase (Hangzhou) Network Co., Ltd. Address: Room 103-105, 1/F, Building 18, No. 1 Jiaogong Road, Hangzhou, Zhejiang Province, PRC Party B: Hangzhou NetEase Leihuo Network Co., Ltd. Address: Room 601-603, 6/F, Building 18, No. 1 Jiaogong Road, West Lake District, Hangzhou, Zhejiang] [PRINCIPAL SUBSIDIARIES AND VARIABLE INTEREST ENTITIES OF NETEASE, INC. Subsidiaries: Jurisdiction of Incorporation NetEase Interactive Entertainment Limited British Virgin Islands Lede Inc. (previously named Ujia.com, Inc.) Cayman Islands NetEase Media, Inc. Cayman Islands HQG, Inc. Cayman Islands NetEase (Hong Kong) Limited Hong Kong Hong Kong NetEase Interactive Entertainment Limited Hong Kong Lede (Hong Kong) Limited (previously named Ujia (Hong Kong)] [CERTIFICATION I, 1. 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 misleading with respect to the period covered by this report; 3. 4. (a) (b) (c)] [CERTIFICATION I, Onward Choi, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) April Onward Choi Acting Chief Financial Officer EX-12.2 24 a16-3849_1ex12d2.htm EX-12.2] [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. April William Lei Ding Chief Executive Officer EX-13.1 25 a16-3849_1ex13d1.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. April Onward Choi Acting Chief Financial Officer EX-13.2 26 a16-3849_1ex13d2.htm EX-13.2] [[PricewaterhouseCoopers Letterhead] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-100069 and No. 333-164249) of NetEase, Inc. of our report dated PricewaterhouseCoopers Zhong Tian LLP Beijing, the People’s Republic of China April EX-15.2 27 a16-3849_1ex15d2.htm EX-15.2] [[Letterhead of Maples and Calder] NetEase, Inc. Building No. 7, West Zone Zhongguancun Software Park (Phase II) No. 10 Xibeiwang East Road, Haidian District Beijing 100193, People’s Republic of China 22 Dear Sir Re: NetEase, Inc. We have acted as legal advisors as to the laws of the Cayman Islands to NetEase, Inc., an exempted limited liability company incorporated in] [[Letterhead of Jun He April NetEase, Inc. Building No. 7, West Zone Zhongguancun Software Park (Phase II) No. 10 Xibeiwang East Road, Haidian District Beijing, People’s Republic of China Dear Sirs, Re: Consent of People’s Republic of China Counsel Very truly yours, Jun He EX-15.4 29 a16-3849_1ex15d4.htm EX-15.4]

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

[UTSTARCOM HOLDINGS CORP. TABLE OF CONTENTS] [4 April 22, 2016 100 F Street, N.E. Commissioners: Very truly yours, PricewaterhouseCoopers Zhong Tian LLP Shanghai PRC] [SUBSIDIARIES OF UTSTARCOM HOLDINGS CORP. Name Place of Incorporation or Organization Proportion of Ownership Interest UTStarcom, Inc. U.S.A 100 % UTStarcom International Products, Inc. U.S.A 100 % UTStarcom International Services, Inc. U.S.A 100 % Issanni Communications, Inc. U.S.A 100 % UTStarcom Telecom Co., Ltd China 100 % UTStarcom Hong Kong Ltd Hong Kong SAR 100 % UTStarcom Japan KK Japan] [CERTIFICATION I, 1. I have reviewed this annual report on Form 20-F of UTStarcom Holdings Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with] [CERTIFICATION I, Min Xu, certify that: 1. I have reviewed this annual report on Form 20-F of UTStarcom Holdings Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES OXLEY ACT 2002 In connection with the Report, I, (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: April 22, 2016 Tim Ti Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES OXLEY ACT 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: April 22, 2016 Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-108817, 333-84710, 333-44548, 333-60150, 333-120564, 333-127850, 333-136551 and 333-161639) of UTStarcom Holdings Corp. of our report dated April 22 , 2016 relating to the financial statements and financial statement schedules, which appears in this Form 20-F. Denver,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on FormS-8 (Nos. 333-108817, 333-84710, 333-44548, 333-60150, 333-120564, 333-127850, 333-136551 and 333-161639) of UTStarcom Holdings Corp. of our report dated May 19, 2015 relating to the financial statements and financial statement schedules, which appears in this Form 20-F. Shanghai, the People’s]

By | 2016-04-23T03:19:07+00:00 April 22nd, 2016|Categories: Chinese Stocks, SEC Original, UTSI|Tags: , , , , , |0 Comments

UTSI [UTSTARCOM] 20-F: UTSTARCOM HOLDINGS CORP. TABLE OF CONTENTS

[UTSTARCOM HOLDINGS CORP. TABLE OF CONTENTS] [4 April 22, 2016 100 F Street, N.E. Commissioners: Very truly yours, PricewaterhouseCoopers Zhong Tian LLP Shanghai PRC] [SUBSIDIARIES OF UTSTARCOM HOLDINGS CORP. Name Place of Incorporation or Organization Proportion of Ownership Interest UTStarcom, Inc. U.S.A 100 % UTStarcom International Products, Inc. U.S.A 100 % UTStarcom International Services, Inc. U.S.A 100 % Issanni Communications, Inc. U.S.A 100 % UTStarcom Telecom Co., Ltd China 100 % UTStarcom Hong Kong Ltd Hong Kong SAR 100 % UTStarcom Japan KK Japan] [CERTIFICATION I, 1. I have reviewed this annual report on Form 20-F of UTStarcom Holdings Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with] [CERTIFICATION I, Min Xu, certify that: 1. I have reviewed this annual report on Form 20-F of UTStarcom Holdings Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES OXLEY ACT 2002 In connection with the Report, I, (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: April 22, 2016 Tim Ti Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES OXLEY ACT 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: April 22, 2016 Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-108817, 333-84710, 333-44548, 333-60150, 333-120564, 333-127850, 333-136551 and 333-161639) of UTStarcom Holdings Corp. of our report dated April 22 , 2016 relating to the financial statements and financial statement schedules, which appears in this Form 20-F. Denver,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on FormS-8 (Nos. 333-108817, 333-84710, 333-44548, 333-60150, 333-120564, 333-127850, 333-136551 and 333-161639) of UTStarcom Holdings Corp. of our report dated May 19, 2015 relating to the financial statements and financial statement schedules, which appears in this Form 20-F. Shanghai, the People’s]

By | 2016-04-23T03:19:56+00:00 April 22nd, 2016|Categories: Chinese Stocks, UTSI, Webplus ver|Tags: , , , , , |0 Comments
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