EJ [E-HOUSE (CHINA)] 20-F: (Original Filing)

[None (Title of Class) 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. 148,823,164 ordinary shares, par value $0.001 per share, o x o x x o x o Large accelerated filer o Accelerated filer x Non-accelerated filer o US] [Material Terms of Contractual Arrangements for Each of Shanghai Fangjia Information Technology Co., Ltd. and Shanghai Weihui Business Information Consulting Co., Ltd. two VIEs The following sets forth the material differences of the contractual arrangements for each of Shanghai Fangjia Information technology Co., Ltd. and Shanghai Weihui Business Information Consulting Co., Ltd. (the “ Parties to the agreements VIE Shanghai] [1. Shanghai CRIC Information Technology Co., Ltd., a limited liability company incorporated under Chinese laws with its registered address at Room 308, Building A, Science and Technology Building, No. 149 Yanchang Road, Zhabei District, Shanghai (“Party A”); 2. DING Zuyu, ID number (“Party B-I”); 3. ZHANG Yan, ID number (“Party B-II”); (Party B-I and Party B-II collectively as “Party B”)] [Termination Agreement Termination Agreement This Termination Agreement (this “ DING Zuyu (1) ZHANG Yan (2) Original Shareholder Original Shareholders (DING Zuyu and ZHANG Yan are referred to individually as a “ Shanghai CRIC Information Technology Co., Ltd. WFOE (3) Shanghai Fangjia Information Technology Co., Ltd. Company (4) Party Parties (The above parties are referred to individually as a “ Whereas:] [EXECUTION VERSION SHARE PURCHASE AGREEMENT by and among SCEPTER PACIFIC LIMITED JUPAI HOLDINGS LIMITED E-HOUSE (CHINA) CAPITAL INVESTMENT MANAGEMENT LTD. and RECKON CAPITAL LIMITED dated as of April 3, 2015 TABLE OF CONTENTS Page 1. Purchase and Sale of Ordinary Shares; Closing 1 1.1 Purchase and Sale of Ordinary Shares 1 1.2 Closing; Delivery 1 1.3 Treatment of Company Options] [PRINCIPAL SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITIES Name of Entity Place of Incorporation Subsidiaries 1. E-House Real Estate Ltd. British Virgin Islands 2. E-House China (Beijing) Holdings Ltd. British Virgin Islands 3. E-House & Cityrehouse Real Estate Development Limited British Virgin Islands] [I, Xin Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of E-House (China) Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [Certification by the Principal Financial Officer I, Bin Laurence, certify that: 1. I have reviewed this annual report on Form 20-F of E-House (China) Holdings 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] [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 9 a16-2533_1ex13d1.htm EX-13.1] [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. EX-13.2 10 a16-2533_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-148058, No. 333-170447, No. 333-181508 and No. 333-190812 on Form S-8 of our report dated April 22, 2016, relating to the financial statements of E-House (China) Holdings Limited, and the effectiveness of E-House (China) Holdings Limited’s internal control over financial reporting, appearing] [[Letterhead of Fangda Partners] April 22, 2016 E-House (China) Holdings Limited Dear Sirs, Yours faithfully, Fangda Partners EX-15.2 12 a16-2533_1ex15d2.htm EX-15.2]

By | 2016-04-23T04:20:22+00:00 April 22nd, 2016|Categories: Chinese Stocks, EJ, SEC Original|Tags: , , , , , |0 Comments
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EJ [E-HOUSE (CHINA)] 20-F: None (Title of Class) Indicate the number of

[None (Title of Class) 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. 148,823,164 ordinary shares, par value $0.001 per share, o x o x x o x o Large accelerated filer o Accelerated filer x Non-accelerated filer o US] [Material Terms of Contractual Arrangements for Each of Shanghai Fangjia Information Technology Co., Ltd. and Shanghai Weihui Business Information Consulting Co., Ltd. two VIEs The following sets forth the material differences of the contractual arrangements for each of Shanghai Fangjia Information technology Co., Ltd. and Shanghai Weihui Business Information Consulting Co., Ltd. (the “ Parties to the agreements VIE Shanghai] [1. Shanghai CRIC Information Technology Co., Ltd., a limited liability company incorporated under Chinese laws with its registered address at Room 308, Building A, Science and Technology Building, No. 149 Yanchang Road, Zhabei District, Shanghai (“Party A”); 2. DING Zuyu, ID number (“Party B-I”); 3. ZHANG Yan, ID number (“Party B-II”); (Party B-I and Party B-II collectively as “Party B”)] [Termination Agreement Termination Agreement This Termination Agreement (this “ DING Zuyu (1) ZHANG Yan (2) Original Shareholder Original Shareholders (DING Zuyu and ZHANG Yan are referred to individually as a “ Shanghai CRIC Information Technology Co., Ltd. WFOE (3) Shanghai Fangjia Information Technology Co., Ltd. Company (4) Party Parties (The above parties are referred to individually as a “ Whereas:] [EXECUTION VERSION SHARE PURCHASE AGREEMENT by and among SCEPTER PACIFIC LIMITED JUPAI HOLDINGS LIMITED E-HOUSE (CHINA) CAPITAL INVESTMENT MANAGEMENT LTD. and RECKON CAPITAL LIMITED dated as of April 3, 2015 TABLE OF CONTENTS Page 1. Purchase and Sale of Ordinary Shares; Closing 1 1.1 Purchase and Sale of Ordinary Shares 1 1.2 Closing; Delivery 1 1.3 Treatment of Company Options] [PRINCIPAL SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITIES Name of Entity Place of Incorporation Subsidiaries 1. E-House Real Estate Ltd. British Virgin Islands 2. E-House China (Beijing) Holdings Ltd. British Virgin Islands 3. E-House & Cityrehouse Real Estate Development Limited British Virgin Islands] [I, Xin Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of E-House (China) Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [Certification by the Principal Financial Officer I, Bin Laurence, certify that: 1. I have reviewed this annual report on Form 20-F of E-House (China) Holdings 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] [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 9 a16-2533_1ex13d1.htm EX-13.1] [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. EX-13.2 10 a16-2533_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-148058, No. 333-170447, No. 333-181508 and No. 333-190812 on Form S-8 of our report dated April 22, 2016, relating to the financial statements of E-House (China) Holdings Limited, and the effectiveness of E-House (China) Holdings Limited’s internal control over financial reporting, appearing] [[Letterhead of Fangda Partners] April 22, 2016 E-House (China) Holdings Limited Dear Sirs, Yours faithfully, Fangda Partners EX-15.2 12 a16-2533_1ex15d2.htm EX-15.2]

By | 2016-04-23T04:21:10+00:00 April 22nd, 2016|Categories: Chinese Stocks, EJ, Webplus ver|Tags: , , , , , |0 Comments
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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
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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
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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]

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CMCM [Cheetah Mobile] 20-F: NONE (Title of Class) Table of Contents NONE

[NONE (Title of Class) Table of Contents NONE (Title of Class) 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: 365,961,759 Class A ordinary shares and 1,058,514,152 Class B ordinary shares, par value US$0.000025 per share, as of December 31,] [SHARE TRANSFER AGREEMENT OF GUANGZHOU KINGSOFT NETWORK TECHNOLOGY CO., LTD. BY AND AMONG MING XU WEIQIN QIU AND BEIJING KINGSOFT SECURITY SOFTWARE CO. LTD. October 19, 2015 1 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (“this Agreement”) is executed on October 19, 2015 in Beijing by and among: Party A: Ming Xu Identity Card No.: Residential address: Party B: Weiqin] [VIE TERMINATION AGREEMENT This VIE Termination Agreement (hereinafter referred to as “this Agreement”) is executed on October 19 th Party A: Beijing Kingsoft Security Software Co., Ltd. Registered Address: Floor 2 East, 33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Sheng Fu Party B: Guangzhou Kingsoft Network Technology Co., Ltd. Registered Address: Rooms 3101-3106, Rooms 3108-3110, Huaxia Road, Tianhe] [SHARE TRANSFER AGREEMENT BEIJING ANTUTU TECHNOLOGY CO., LTD. Transferor: Ming Xu Transferee: Beijing Kingsoft Security Software Co., Ltd. Company Law of the People’s Republic of China In accordance with the th The Transferor, Ming Xu, agrees to transfer the shares held by him in Beijing Antutu Technology Co., Ltd. corresponding to capital RMB 1.5 million paid in cash thereof to] [VIE TERMINATION AGREEMENT This VIE Termination Agreement (hereinafter referred to as “this Agreement”) is executed on October 13 th Party A: Beijing Kingsoft Security Software Co., Ltd. Registered Address: Floor 2 East, 33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Sheng Fu Party B: Beijing Antutu Technology Co., Ltd. Registered Address: Room A-0049, Floor 2, No.3 Building, No.30 Yard,] [Third Supplemental Agreement This Third Supplemental Agreement for Strategic Cooperation Agreement (this “Agreement”) is executed on June 30 th Party A: Cheetah Mobile Inc. Address: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Tel: 010-62927779 Contact Person: Sheng Fu Party B: Shenzhen Tencent Computer Systems Company Limited Address: Tencent Building, Kejizhongyi Road, Nanshan Science and Technology Park, Shenzhen] [Strategic Cooperation Agreement This Strategic Cooperation Agreement (“this Agreement”) is executed on December 30 th Party A: Cheetah Mobile Inc. Address: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Tel: 010-62927779 Contact Person: Sheng Fu Party B: Shenzhen Tencent Computer System Co., Ltd. Address: Tencent Building, Kejizhongyi Road, Nanshan Science and Technology Park, Shenzhen Tel: Huateng Ma Contact] [Supplemental Agreement This Supplemental Agreement is executed on March 16 th (1) CHEETAH MOBILE INC. (registered in Cayman Islands, hereinafter referred to as “Cheetah Mobile”) Address: Floor 12, Fuxing International Center, 237 Chaoyang North Road, Chaoyang District, Beijing (2) CHEETAH TECHNOLOGY CORPORATION LIMITED (registered in Hong Kong, China, hereafter referred to as “Cheetah Technology”) Address: Room 1309, Floor 13, Cable] [AMENDMENT TO THE STOCK PURCHASE AGREEMENT Amendment This amendment (the “ Purchaser Founders Investors Main Sellers société par actions simplifiée Company Party Parties RECITALS WHEREAS st, SPA WHEREAS IT IS AGREED AS FOLLOWS ARTICLE I DEFINITIONS Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the SPA. ARTICLE II FINAL PAYMENT Section] [List of Subsidiaries and VIEs and a VIE’s subsidiary Place of Incorporation Subsidiaries Conew.com Corporation British Virgin Islands Cheetah Information Technology Company Limited Hong Kong Cheetah Technology Corporation Limited Hong Kong Hongkong Cheetah Mobile Technology Limited Hong Kong Hongkong Zoom Interactive Network Marketing Technology Limited Hong Kong Hong Kong Youloft Technology Limited Hong Kong MobPartner Ltd. Hong Kong MobPartner S.A.S.] [I, Sheng Fu, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Sheng Fu Chief Executive Officer EX-12.1 11 a16-2530_1ex12d1.htm EX-12.1] [Certification by the Principal Financial Officer I, Ka Wai Andy Yeung, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Ka Wai Andy Yeung Chief Financial Officer EX-12.2 12 a16-2530_1ex12d2.htm EX-12.2] [(1) (2) Sheng Fu Chief Executive Officer EX-13.1 13 a16-2530_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) Ka Wai Andy Yeung Chief Financial Officer EX-13.2 14 a16-2530_1ex13d2.htm EX-13.2] [April 22, 2016 Cheetah Mobile Inc. 12/F, Fosun International Center Tower No. 237 Chaoyang North Road Chaoyang District, Beijing 100022 People’s Republic of China Dear Sirs, Annual Report SEC We hereby consent to the reference of our name under the headings “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company—B. Business Overview—Regulations” and “Item 4. Information on] [Consent of Independent Registered Public Accounting Firm Beijing, the People’s Republic of China April 22, 2016 EX-15.2 16 a16-2530_1ex15d2.htm EX-15.2]

By | 2016-04-23T03:29:30+00:00 April 22nd, 2016|Categories: Chinese Stocks, CMCM, Webplus ver|Tags: , , , , , |0 Comments
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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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