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]

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

[FORM 20-F (Mark One) o or x or o For the transition period from to or o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . CTRIP.COM INTERNATIONAL, LTD. N/A Cayman Islands (Jurisdiction of incorporation or organization) 99 Fu Quan Road Shanghai] [TECHNICAL CONSULTING AND SERVICES AGREEMENT Agreement PRC This Technical Consulting and Services Agreement (this “ (1) Party A (2) Party B WHEREAS (1) (2) (3) NOW, THEREFORE 1. Exclusive Consulting and Service; Sole and Exclusive Rights and Interests 1.1 1.2 1.3 1.4 2. Calculation and Payment of the Consulting and Service Fee 2.1 Service Fees 2.2 3. Representations and 3.1] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this “ (1) Party A (2) Party B Parties Party (In this Agreement, Party A and Party B are hereinafter collectively referred to as the “ WHEREAS (1) (2) Ctrip Commerce NOW, THEREFORE 1. Loan 1.1 ￥ Loan 1.2 1.3 1.4 2. Use of Loan 2.1 Party A’s Designated Person 2.2 3. Term] [EXCLUSIVE CALL OPTION AGREEMENT Agreement PRC This Exclusive Call Option Agreement (this “ (1) Party A (2) Party B (3) Party C: Parties Party (In this Agreement, Party A, Party B and Party C are hereinafter collectively referred to as the “ WHEREAS (1) (2) (3) Loan Agreement (4) NOW, THEREFORE 1. Exclusive Call Option 1.1 Grant of Right Party] [EQUITY PLEDGE AGREEMENT Agreement PRC This Equity Pledge Agreement (this “ (1) Pledgee (2) Pledgor Parties Party (In this Agreement, Pledgee and Pledgor are hereinafter collectively referred to as the “ WHEREAS (1) Ctrip Commerce (2) (3) (4) Services Agreement (5) Loan Agreement (6) Exclusive Call Option Agreement Principal Agreements (7) NOW, THEREFORE 1. Pledge 1.1 1.2 1.3 Pledged Equity] [POWER OF ATTORNEY PRC Authorizer POA I, __________, citizen of the People’s Republic of China (the “ WHEREAS: (1) Company (2) WFOE (3) Attorney-in-Fact Shareholder Rights In consideration of the above, the Authorizer hereby irrevocably nominates, appoints and constitutes the WFOE or its designated person as its attorney—in-fact (“ (a) (b) (c) (d) (e) 1 (f) (g) (h) (i) The] [Execution CTRIP.COM INTERNATIONAL, LTD. 1.00% Convertible Senior Notes due 2020 1.99% Convertible Senior Notes due 2025 Purchase Agreement June 18, 2015 J.P. Morgan Securities LLC c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Company Initial Purchasers 2020 Underwritten Securities 2020 Option Securities 2020 Securities Representative 2025 Underwritten Securities 2025 Option Securities 2025] [EXECUTION VERSION CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of June 24, 2015 1.00% Convertible Senior Notes due 2020 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 10 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 11] [EXECUTION VERSION CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of June 24, 2015 1.99% Convertible Senior Notes due 2025 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 10] [EXECUTION VERSION CONVERTIBLE NOTE PURCHASE AGREEMENT by and among CTRIP.COM INTERNATIONAL, LTD., GAOLING FUND, L.P. and YHG INVESTMENT, L.P. Dated as of December 9, 2015 Table of Contents ARTICLE I Definitions and Interpretation 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II PURCHASE AND SALE OF THE NOTE 6] [EXECUTION COPY Framework Agreement for Treatment of Qunar Employee Shares and Equity Awards Qunar Ctrip In order to continue to incentivize employees of Qunar Cayman Islands Limited (“ 1. ADSs 2007 Plan 2015 Plan Covered Equities Share Exchange Conversion Ratio Executive Executive Awards Treatment Agreement The grant amounts, vesting schedules, and applicable conditions for the grantees shall be agreed in] [Restated Exclusive Technical Consulting and Services Agreement between Beijing Qu Na Information Technology Co., Ltd. and Beijing Qunar Software Technology Co., Ltd. 2016 TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4] [Loan Agreement among Beijing Qunar Software Technology Co., Ltd. CAO Hui And WANG Hui 2016 TABLE OF CONTENTS Pages Articles 1. DEFINITIONS AND INTERPRETATIONS 3 2. LOANS 4] [Equity Option Agreement Among Qunar Cayman Islands Limited Beijing Qunar Software Technology Co., Ltd. CAO Hui WANG Hui And Beijing Qu Na Information Technology Co., Ltd. 2016 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2 PURCHASE AND SALE OF EQUITY INTEREST 5 3 UNDERTAKINGS 7 4 UNDERTAKINGS, 10 5 11 6.] [EQUITY INTEREST PLEDGE AGREEMENT among Beijing Qunar Software Technology Co., Ltd. and WANG Hui and CAO Hui March 2016 Agreement PRC This Equity Interest Pledge Agreement (this “ Pledgee: Beijing Qunar Software Technology Co., Ltd. Registered Address: Room 1701-1707, 1710-1720, 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing, China. Legal Representative: Wei Fang Pledgors: Wang] [Dated: March 23 POWER OF ATTORNEY I, Authorizee POA I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders’ meetings of Beijing Qu Na Information Technology Co., Ltd. ( 北京趣拿信息技术有限公司 Beijing Qunar i.e., This POA Wang Hui Dated: March 23 POWER OF ATTORNEY I, Authorizee POA I hereby authorize and designate the Authorizee to vote] [Ctrip.com International, Ltd. Significant Subsidiaries* C-Travel International Limited, a Cayman Islands company Ctrip.com (Hong Kong) Limited, a Hong Kong company Ctrip Computer Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Information Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Network Technology (Shanghai) Co., Ltd., a PRC company Ctrip Information Technology (Nantong) Co., Ltd., a PRC company Beijing JointWisdom] [Certification by the Chief Executive Officer I, James Jianzhang Liang, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) EX-12.1 18 a16-2532_1ex12d1.htm EX-12.1] [Certification by the Chief Financial Officer I, Xiaofan Wang, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) EX-12.2 19 a16-2532_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. EX-13.1 20 a16-2532_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. EX-13.2 21 a16-2532_1ex13d2.htm EX-13.2] [[Maples and Calder Letterhead] Our ref RDS/302248-000002/9496371v1 Direct tel +852.2971.3046 Email richardspooner@maplesandcalder.com Ctrip.com International, Ltd. 99 Fu Quan Road Shanghai 200335 People’s Republic of China April 22, 2016 Dear Sirs Ctrip.com International, Ltd. (the “Company”) Yours faithfully, Maples and Calder EX-15.1 22 a16-2532_1ex15d1.htm EX-15.1] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 E-mail Add: beijing@tongshang.com Website: www.tongshang.com.cn April 22, 2016 Ctrip.com International, Ltd. 99 Fu Quan Road Shanghai 200335 People’s Republic of China Dear Sirs, Yours faithfully, Commerce & Finance Law Offices EX-15.2 23 a16-2532_1ex15d2.htm EX-15.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-116567, No. 333-136264, and No. 333-146761) and in the Registration Statement on Form F-3 (No. 333-208399) of Ctrip.com International, Ltd. of our report dated April 22, 2016 relating to the financial statements and the effectiveness of internal]

By | 2016-04-23T03:35:17+00:00 April 22nd, 2016|Categories: Chinese Stocks, CTRP, SEC Original|Tags: , , , , , |0 Comments
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CTRP [CTRIP COM INTERNATIONAL] 20-F: FORM 20-F (Mark One) o or x or

[FORM 20-F (Mark One) o or x or o For the transition period from to or o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . CTRIP.COM INTERNATIONAL, LTD. N/A Cayman Islands (Jurisdiction of incorporation or organization) 99 Fu Quan Road Shanghai] [TECHNICAL CONSULTING AND SERVICES AGREEMENT Agreement PRC This Technical Consulting and Services Agreement (this “ (1) Party A (2) Party B WHEREAS (1) (2) (3) NOW, THEREFORE 1. Exclusive Consulting and Service; Sole and Exclusive Rights and Interests 1.1 1.2 1.3 1.4 2. Calculation and Payment of the Consulting and Service Fee 2.1 Service Fees 2.2 3. Representations and 3.1] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this “ (1) Party A (2) Party B Parties Party (In this Agreement, Party A and Party B are hereinafter collectively referred to as the “ WHEREAS (1) (2) Ctrip Commerce NOW, THEREFORE 1. Loan 1.1 ￥ Loan 1.2 1.3 1.4 2. Use of Loan 2.1 Party A’s Designated Person 2.2 3. Term] [EXCLUSIVE CALL OPTION AGREEMENT Agreement PRC This Exclusive Call Option Agreement (this “ (1) Party A (2) Party B (3) Party C: Parties Party (In this Agreement, Party A, Party B and Party C are hereinafter collectively referred to as the “ WHEREAS (1) (2) (3) Loan Agreement (4) NOW, THEREFORE 1. Exclusive Call Option 1.1 Grant of Right Party] [EQUITY PLEDGE AGREEMENT Agreement PRC This Equity Pledge Agreement (this “ (1) Pledgee (2) Pledgor Parties Party (In this Agreement, Pledgee and Pledgor are hereinafter collectively referred to as the “ WHEREAS (1) Ctrip Commerce (2) (3) (4) Services Agreement (5) Loan Agreement (6) Exclusive Call Option Agreement Principal Agreements (7) NOW, THEREFORE 1. Pledge 1.1 1.2 1.3 Pledged Equity] [POWER OF ATTORNEY PRC Authorizer POA I, __________, citizen of the People’s Republic of China (the “ WHEREAS: (1) Company (2) WFOE (3) Attorney-in-Fact Shareholder Rights In consideration of the above, the Authorizer hereby irrevocably nominates, appoints and constitutes the WFOE or its designated person as its attorney—in-fact (“ (a) (b) (c) (d) (e) 1 (f) (g) (h) (i) The] [Execution CTRIP.COM INTERNATIONAL, LTD. 1.00% Convertible Senior Notes due 2020 1.99% Convertible Senior Notes due 2025 Purchase Agreement June 18, 2015 J.P. Morgan Securities LLC c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Company Initial Purchasers 2020 Underwritten Securities 2020 Option Securities 2020 Securities Representative 2025 Underwritten Securities 2025 Option Securities 2025] [EXECUTION VERSION CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of June 24, 2015 1.00% Convertible Senior Notes due 2020 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 10 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 11] [EXECUTION VERSION CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of June 24, 2015 1.99% Convertible Senior Notes due 2025 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 10] [EXECUTION VERSION CONVERTIBLE NOTE PURCHASE AGREEMENT by and among CTRIP.COM INTERNATIONAL, LTD., GAOLING FUND, L.P. and YHG INVESTMENT, L.P. Dated as of December 9, 2015 Table of Contents ARTICLE I Definitions and Interpretation 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II PURCHASE AND SALE OF THE NOTE 6] [EXECUTION COPY Framework Agreement for Treatment of Qunar Employee Shares and Equity Awards Qunar Ctrip In order to continue to incentivize employees of Qunar Cayman Islands Limited (“ 1. ADSs 2007 Plan 2015 Plan Covered Equities Share Exchange Conversion Ratio Executive Executive Awards Treatment Agreement The grant amounts, vesting schedules, and applicable conditions for the grantees shall be agreed in] [Restated Exclusive Technical Consulting and Services Agreement between Beijing Qu Na Information Technology Co., Ltd. and Beijing Qunar Software Technology Co., Ltd. 2016 TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4] [Loan Agreement among Beijing Qunar Software Technology Co., Ltd. CAO Hui And WANG Hui 2016 TABLE OF CONTENTS Pages Articles 1. DEFINITIONS AND INTERPRETATIONS 3 2. LOANS 4] [Equity Option Agreement Among Qunar Cayman Islands Limited Beijing Qunar Software Technology Co., Ltd. CAO Hui WANG Hui And Beijing Qu Na Information Technology Co., Ltd. 2016 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2 PURCHASE AND SALE OF EQUITY INTEREST 5 3 UNDERTAKINGS 7 4 UNDERTAKINGS, 10 5 11 6.] [EQUITY INTEREST PLEDGE AGREEMENT among Beijing Qunar Software Technology Co., Ltd. and WANG Hui and CAO Hui March 2016 Agreement PRC This Equity Interest Pledge Agreement (this “ Pledgee: Beijing Qunar Software Technology Co., Ltd. Registered Address: Room 1701-1707, 1710-1720, 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing, China. Legal Representative: Wei Fang Pledgors: Wang] [Dated: March 23 POWER OF ATTORNEY I, Authorizee POA I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders’ meetings of Beijing Qu Na Information Technology Co., Ltd. ( 北京趣拿信息技术有限公司 Beijing Qunar i.e., This POA Wang Hui Dated: March 23 POWER OF ATTORNEY I, Authorizee POA I hereby authorize and designate the Authorizee to vote] [Ctrip.com International, Ltd. Significant Subsidiaries* C-Travel International Limited, a Cayman Islands company Ctrip.com (Hong Kong) Limited, a Hong Kong company Ctrip Computer Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Information Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Network Technology (Shanghai) Co., Ltd., a PRC company Ctrip Information Technology (Nantong) Co., Ltd., a PRC company Beijing JointWisdom] [Certification by the Chief Executive Officer I, James Jianzhang Liang, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) EX-12.1 18 a16-2532_1ex12d1.htm EX-12.1] [Certification by the Chief Financial Officer I, Xiaofan Wang, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) EX-12.2 19 a16-2532_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. EX-13.1 20 a16-2532_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. EX-13.2 21 a16-2532_1ex13d2.htm EX-13.2] [[Maples and Calder Letterhead] Our ref RDS/302248-000002/9496371v1 Direct tel +852.2971.3046 Email richardspooner@maplesandcalder.com Ctrip.com International, Ltd. 99 Fu Quan Road Shanghai 200335 People’s Republic of China April 22, 2016 Dear Sirs Ctrip.com International, Ltd. (the “Company”) Yours faithfully, Maples and Calder EX-15.1 22 a16-2532_1ex15d1.htm EX-15.1] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 E-mail Add: beijing@tongshang.com Website: www.tongshang.com.cn April 22, 2016 Ctrip.com International, Ltd. 99 Fu Quan Road Shanghai 200335 People’s Republic of China Dear Sirs, Yours faithfully, Commerce & Finance Law Offices EX-15.2 23 a16-2532_1ex15d2.htm EX-15.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-116567, No. 333-136264, and No. 333-146761) and in the Registration Statement on Form F-3 (No. 333-208399) of Ctrip.com International, Ltd. of our report dated April 22, 2016 relating to the financial statements and the effectiveness of internal]

By | 2016-04-23T03:36:08+00:00 April 22nd, 2016|Categories: Chinese Stocks, CTRP, Webplus ver|Tags: , , , , , |0 Comments
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VIPS [Vipshop] 20-F: (Original Filing)

[FORM 20-F (Mark One) o OR ý For the fiscal year ended December 31, 2015. OR o OR o Date of event requiring this shell company report For the transition period from to Vipshop Holdings Limited N/A Cayman Islands (Jurisdiction of incorporation or organization) No. 20 Huahai Street, Liwan District, Guangzhou 510370 The People's Republic of China Donghao Yang Vipshop] [Fourth Amended and Restated Equity Interest Pledge Agreement this Agreement This Fourth Amended and Restated Equity Interest Pledge Agreement (“ China Party A: Vipshop (China) Co., Ltd. Party A Pledgee Address: Party B: Shen Ya Party C: Hong Xiaobo Party D: Guangzhou Vipshop Information Technology Co., Ltd. Address: Pledgors Party Parties In this Agreement, Party B and Party C shall] [Fourth Amended and Restated Exclusive Option Agreement This this Agreement China Party A : Shen Ya , Party B: Hong Xiaobo , Party C: Vipshop (China) Co., Ltd., Party D: Guangzhou Vipshop Information Technology Co., Ltd. In this Agreement, Party A Shareholders Party Parties Whereas: 1. Original Option Agreement 2. 3. 4. 5. Business Cooperation Agreement Framework Agreement 1 6.] [Third Amended and Restated Power of Attorney Vipshop My Shareholding WFOE I, Shen Ya, a Chinese citizen with Chinese Identification Card No.: 330302197112290039, and a holder of 99.2% of the entire registered capital in GUANGZHOU VIPSHOP INFORMATION TECHNOLOGY CO., LTD., (“ The WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect] [Vipshop Holdings Limited List of Significant Consolidated Entities Name Jurisdiction of Significant Subsidiaries: Vipshop International Holdings Limited Hong Kong Vipshop (China) Co., Ltd. PRC Vipshop (Kunshan) E-Commerce Co., Ltd. PRC Vipshop (Jianyang) E-Commerce Co., Ltd. PRC Vipshop (Tianjin) E-Commerce Co., Ltd. PRC Guangzhou Pinwei Software Co., Ltd. PRC Vipshop (Zhuhai) E-Commerce Co., Ltd. PRC Chongqing Vipshop E-Commerce Co., Ltd. PRC] [Certification by the Chief Executive Officer I, Eric Ya Shen, certify that: 1. I have reviewed this annual report on Form 20-F of Vipshop Holdings 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] [Certification by the Chief Financial Officer I, Donghao Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Vipshop Holdings 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] [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. Eric Ya Shen Chief Executive Officer EX-13.1 8 a2227056zex-13_1.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. Donghao Yang Chief Financial Officer EX-13.2 9 a2227056zex-13_2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte Touche Tohmatsu Certified Public Accountants Hong Kong April 22, 2016 EX-15.1 10 a2227056zex-15_1.htm EX-15.1] [HAN KUN LAW OFFICES Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China TEL: (86 10) 8525-5500 ; FAX: (86 10) 852 5-5511/ 5522 VIPSHOP HOLDINGS LIMITED No. 20 Huahai Street, Liwan District, Guangzhou 510370 The People’s Republic of China Dear Sir/Madam: Yours Sincerely, HAN KUN LAW OFFICES EX-15.2 11 a2227056zex-15_2.htm EX-15.2] [Office: Mobile: rthorp@traversthorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street, Liwan District, Guangzhou 510370 The People’s Republic of China 22 April 2016 Dear Sirs Re: Vipshop Holdings Limited We consent to the reference to our firm under the heading “Item 10.E. Additional Information Yours faithfully TRAVERS THORP ALBERGA EX-15.3 12 a2227056zex-15_3.htm EX-15.3]

By | 2016-04-23T03:42:37+00:00 April 22nd, 2016|Categories: Chinese Stocks, SEC Original, VIPS|Tags: , , , , , |0 Comments
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VIPS [Vipshop] 20-F: FORM 20-F (Mark One) o OR ý For

[FORM 20-F (Mark One) o OR ý For the fiscal year ended December 31, 2015. OR o OR o Date of event requiring this shell company report For the transition period from to Vipshop Holdings Limited N/A Cayman Islands (Jurisdiction of incorporation or organization) No. 20 Huahai Street, Liwan District, Guangzhou 510370 The People's Republic of China Donghao Yang Vipshop] [Fourth Amended and Restated Equity Interest Pledge Agreement this Agreement This Fourth Amended and Restated Equity Interest Pledge Agreement (“ China Party A: Vipshop (China) Co., Ltd. Party A Pledgee Address: Party B: Shen Ya Party C: Hong Xiaobo Party D: Guangzhou Vipshop Information Technology Co., Ltd. Address: Pledgors Party Parties In this Agreement, Party B and Party C shall] [Fourth Amended and Restated Exclusive Option Agreement This this Agreement China Party A : Shen Ya , Party B: Hong Xiaobo , Party C: Vipshop (China) Co., Ltd., Party D: Guangzhou Vipshop Information Technology Co., Ltd. In this Agreement, Party A Shareholders Party Parties Whereas: 1. Original Option Agreement 2. 3. 4. 5. Business Cooperation Agreement Framework Agreement 1 6.] [Third Amended and Restated Power of Attorney Vipshop My Shareholding WFOE I, Shen Ya, a Chinese citizen with Chinese Identification Card No.: 330302197112290039, and a holder of 99.2% of the entire registered capital in GUANGZHOU VIPSHOP INFORMATION TECHNOLOGY CO., LTD., (“ The WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect] [Vipshop Holdings Limited List of Significant Consolidated Entities Name Jurisdiction of Significant Subsidiaries: Vipshop International Holdings Limited Hong Kong Vipshop (China) Co., Ltd. PRC Vipshop (Kunshan) E-Commerce Co., Ltd. PRC Vipshop (Jianyang) E-Commerce Co., Ltd. PRC Vipshop (Tianjin) E-Commerce Co., Ltd. PRC Guangzhou Pinwei Software Co., Ltd. PRC Vipshop (Zhuhai) E-Commerce Co., Ltd. PRC Chongqing Vipshop E-Commerce Co., Ltd. PRC] [Certification by the Chief Executive Officer I, Eric Ya Shen, certify that: 1. I have reviewed this annual report on Form 20-F of Vipshop Holdings 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] [Certification by the Chief Financial Officer I, Donghao Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Vipshop Holdings 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] [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. Eric Ya Shen Chief Executive Officer EX-13.1 8 a2227056zex-13_1.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. Donghao Yang Chief Financial Officer EX-13.2 9 a2227056zex-13_2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte Touche Tohmatsu Certified Public Accountants Hong Kong April 22, 2016 EX-15.1 10 a2227056zex-15_1.htm EX-15.1] [HAN KUN LAW OFFICES Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China TEL: (86 10) 8525-5500 ; FAX: (86 10) 852 5-5511/ 5522 VIPSHOP HOLDINGS LIMITED No. 20 Huahai Street, Liwan District, Guangzhou 510370 The People’s Republic of China Dear Sir/Madam: Yours Sincerely, HAN KUN LAW OFFICES EX-15.2 11 a2227056zex-15_2.htm EX-15.2] [Office: Mobile: rthorp@traversthorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street, Liwan District, Guangzhou 510370 The People’s Republic of China 22 April 2016 Dear Sirs Re: Vipshop Holdings Limited We consent to the reference to our firm under the heading “Item 10.E. Additional Information Yours faithfully TRAVERS THORP ALBERGA EX-15.3 12 a2227056zex-15_3.htm EX-15.3]

By | 2016-04-23T03:43:27+00:00 April 22nd, 2016|Categories: Chinese Stocks, VIPS, Webplus ver|Tags: , , , , , |0 Comments
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