KZ [KONGZHONG] 20-F: (Original Filing)

[TABLE OF CONTENTS Page] [LOAN AGREEMENT among Galassia International Holding Shares Limited Fujian Jiangyin Port Galassia International Auto Park Co., Ltd. and KongZhong Corporation and YU Ming th August 14 1 Loan Agreement th This Agreement (as defined below) was executed on August 14 (1) Borrower A: Galassia International Holding Shares Limited Domicile: Room 11, 40F, COSCO Tower, 183 Queen’s Road Central, Hong Kong] [Tianjin Mammoth Technologies Co., Ltd. And Bai Yanyan And Chen Wei Shareholder Agreement Regarding KongZhong Galaxy (Tianjin) Culture Media Co., Ltd. January 12, 2015 TABLE OF CONTENT ARTICLE 1 PROFILE OF THE COMPANY 3 ARTICLE 2 PURPOSE AND BUSINESS SCOPE 3 ARTICLE 3 REGISTERED CAPITAL 4 ARTICLE 4 SHARE TRANSFER AND RELATED MATTERS 5 6 ARTICLE 6 RIGHTS OF SHAREHOLDERS] [Loan Agreement This agreement was made in ____ by and between: Lender: (hereinafter referred to as the “Lender”) Registered address: Borrower: Registered address: Business license number: The Parties, on the basis of equality, willingness and friendly negotiations, agreed as follows with respect to the Lender extending loans to the Borrower: Article 1 Loan terms 1. Loan The Lender agrees to] [November 24, 2015 Glassy Mind Holdings Limited And KongZhong Corporation Regarding Total 39,200,000 Shares of Ourgame International Holdings Limited SHARE PURCHASE AGREEMENT TABLE OF CONTENT Page 1. INTERPRETATION 1 2. AGREEMENT ON SALE OF THE TRANSFERRED SHARES 3 3. PAYMENT OF CONSIDERATION 3 4. PRECONDITIONS 4 5. CLOSING 4 6. 5 7. INDEMNITY AND ENFORCEMENT 6 8. TERMINATION 7 9.] [December 14, 2015 Supplementary Agreement for Purchase and Sales of 39,200,000 Shares of Ourgame International Holdings Limited. by and between Glassy Mind Holdings Limited and KongZhong Corporation This supplementary agreement for sales and purchase of shares (hereinafter referred to as the “Supplementary Agreement”) was made on December 14, 2015 by and between: (1) Glassy Mind Holdings Limited, a limited company] [BOCOM INTERNATIONAL SECURITIES LIMITED PLACING LETTER Private & Confidential TO KONGZHONG CORPORATION : ATTN : FAX : DATE 26 May 2015 : REVISED Ladies and Gentlemen, PLACING (THE “PLACING”) CONSISTING OF A MAXIMUM OF 19,041,900 NEW SHARES OF NOMINAL VALUE US$0.0001 EACH (THE “PLACING SHARES”) IN THE SHARE CAPITAL OF FORGAME HOLDINGS LIMITED (THE “COMPANY”) AT A PLACING PRICE OF] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of March 31, 2016 Name of the Subsidiaries or Consolidated Entities State or Jurisdiction of Incorporation Beijing AirInbox Information Technologies Co., Ltd. People’s Republic of China Beijing Boya Wuji Technologies Co., Ltd. People’s Republic of China Beijing Chengxitong Information Technology Co., Ltd. People’s Republic of China Beijing Shangshu Boer Culture] [CERTIFICATION I, Leilei Wang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [CERTIFICATION I, Jay Chang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [KONGZHONG CORPORATION Certification Leilei Wang Chief Executive Officer] [kongzhong corporation Certification Jay Chang Chief Financial Officer] [通商律师事务所 Commerce & Finance Law Offices 中国北京市朝阳区建国门外大街甲12号新华保险大厦6层 邮编: 100022 电话 传真 网址 April 15, 2016 Kong Zhong Corporation th 35 No. 168 Xizhimenwai Street Beijing, China 100044 Dear Sirs, Yours faithfully, Commerce & Finance Law Offices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-8 (Nos. 333-122530, 333-132219, 333-140538, 333-156640 and 333-195905) and Form F-3 (No. 333-181459) of our reports dated April 15, 2016, relating to the consolidated financial statements and financial statement schedule of KongZhong Corporation, its subsidiaries and variable interest entities (collectively, the]

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KZ [KONGZHONG] 20-F: TABLE OF CONTENTS Page

[TABLE OF CONTENTS Page] [LOAN AGREEMENT among Galassia International Holding Shares Limited Fujian Jiangyin Port Galassia International Auto Park Co., Ltd. and KongZhong Corporation and YU Ming th August 14 1 Loan Agreement th This Agreement (as defined below) was executed on August 14 (1) Borrower A: Galassia International Holding Shares Limited Domicile: Room 11, 40F, COSCO Tower, 183 Queen’s Road Central, Hong Kong] [Tianjin Mammoth Technologies Co., Ltd. And Bai Yanyan And Chen Wei Shareholder Agreement Regarding KongZhong Galaxy (Tianjin) Culture Media Co., Ltd. January 12, 2015 TABLE OF CONTENT ARTICLE 1 PROFILE OF THE COMPANY 3 ARTICLE 2 PURPOSE AND BUSINESS SCOPE 3 ARTICLE 3 REGISTERED CAPITAL 4 ARTICLE 4 SHARE TRANSFER AND RELATED MATTERS 5 6 ARTICLE 6 RIGHTS OF SHAREHOLDERS] [Loan Agreement This agreement was made in ____ by and between: Lender: (hereinafter referred to as the “Lender”) Registered address: Borrower: Registered address: Business license number: The Parties, on the basis of equality, willingness and friendly negotiations, agreed as follows with respect to the Lender extending loans to the Borrower: Article 1 Loan terms 1. Loan The Lender agrees to] [November 24, 2015 Glassy Mind Holdings Limited And KongZhong Corporation Regarding Total 39,200,000 Shares of Ourgame International Holdings Limited SHARE PURCHASE AGREEMENT TABLE OF CONTENT Page 1. INTERPRETATION 1 2. AGREEMENT ON SALE OF THE TRANSFERRED SHARES 3 3. PAYMENT OF CONSIDERATION 3 4. PRECONDITIONS 4 5. CLOSING 4 6. 5 7. INDEMNITY AND ENFORCEMENT 6 8. TERMINATION 7 9.] [December 14, 2015 Supplementary Agreement for Purchase and Sales of 39,200,000 Shares of Ourgame International Holdings Limited. by and between Glassy Mind Holdings Limited and KongZhong Corporation This supplementary agreement for sales and purchase of shares (hereinafter referred to as the “Supplementary Agreement”) was made on December 14, 2015 by and between: (1) Glassy Mind Holdings Limited, a limited company] [BOCOM INTERNATIONAL SECURITIES LIMITED PLACING LETTER Private & Confidential TO KONGZHONG CORPORATION : ATTN : FAX : DATE 26 May 2015 : REVISED Ladies and Gentlemen, PLACING (THE “PLACING”) CONSISTING OF A MAXIMUM OF 19,041,900 NEW SHARES OF NOMINAL VALUE US$0.0001 EACH (THE “PLACING SHARES”) IN THE SHARE CAPITAL OF FORGAME HOLDINGS LIMITED (THE “COMPANY”) AT A PLACING PRICE OF] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of March 31, 2016 Name of the Subsidiaries or Consolidated Entities State or Jurisdiction of Incorporation Beijing AirInbox Information Technologies Co., Ltd. People’s Republic of China Beijing Boya Wuji Technologies Co., Ltd. People’s Republic of China Beijing Chengxitong Information Technology Co., Ltd. People’s Republic of China Beijing Shangshu Boer Culture] [CERTIFICATION I, Leilei Wang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [CERTIFICATION I, Jay Chang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [KONGZHONG CORPORATION Certification Leilei Wang Chief Executive Officer] [kongzhong corporation Certification Jay Chang Chief Financial Officer] [通商律师事务所 Commerce & Finance Law Offices 中国北京市朝阳区建国门外大街甲12号新华保险大厦6层 邮编: 100022 电话 传真 网址 April 15, 2016 Kong Zhong Corporation th 35 No. 168 Xizhimenwai Street Beijing, China 100044 Dear Sirs, Yours faithfully, Commerce & Finance Law Offices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-8 (Nos. 333-122530, 333-132219, 333-140538, 333-156640 and 333-195905) and Form F-3 (No. 333-181459) of our reports dated April 15, 2016, relating to the consolidated financial statements and financial statement schedule of KongZhong Corporation, its subsidiaries and variable interest entities (collectively, the]

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QUNR [Qunar Cayman Islands] 20-F: (Original Filing)

[* Not for trading, but only in connection with the listing on The NASDAQ Global Market of American depositary shares. Currently, one ADS represents three Class B ordinary shares. None (Title of Class) 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] [EXECUTION VERSION NOTE PURCHASE AGREEMENT BY AND AMONG QUNAR CAYMAN ISLANDS LIMITED, SL CAMEL HOLDCO LIMITED, GAOLING FUND, L.P. AND YHG INVESTMENT, L.P. Dated as of June 1, 2015 TABLE OF CONTENTS 1. Definitions 5 2. Authorization, Purchase and Sale of Notes 10 2.1. Authorization, Purchase and Sale 10 2.2. Closing 10 3. 10 3.1. Organization and Power 10 3.2.] [Execution Version REGISTRATION RIGHTS AGREEMENT Agreement Company Silver Lake Gaoling YHG Hillhouse Investors This Registration Rights Agreement (this “ Purchase Agreement Notes Closing WHEREAS, it is a condition to the closing (the “ NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby] [Execution Version QUNAR CAYMAN ISLANDS LIMITED and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of June 17, 2015 2% CONVERTIBLE SENIOR NOTES DUE 2021 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Other Definitions 9 Section 1.03 Rules of Construction] [Execution Copy QUNAR CAYMAN ISLANDS LIMITED and U.S. BANK NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 17, 2015 TO INDENTURE Dated as of June 17, 2015 2% CONVERTIBLE SENIOR NOTES DUE 2021 FIRST SUPPLEMENTAL INDENTURE THIS First Supplemental Indenture Company Trustee WITNESSETH: Indenture WHEREAS, the Company has heretofore delivered to the Trustee an Indenture dated as] [Execution Version QUNAR CAYMAN ISLANDS LIMITED and U.S. BANK NATIONAL ASSOCIATION as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of November 24, 2015 TO INDENTURE Dated as of June 17, 2015 As supplemented by FIRST SUPPLEMENTAL INDENTURE Dated as of August 17, 2015 2% CONVERTIBLE SENIOR NOTES DUE 2021 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture THIS Company Trustee WITNESSETH: Original Indenture] [WAIVER LETTER December 4, 2015 U.S. Bank National Association Qunar Cayman Islands Limited th Ladies and Gentlemen: Indenture Company Convertible Notes Waiving Parties Conversion Right Waiver Period Each Waiving Party, in full understanding of the material facts, hereby irrevocably waives and relinquishes its right (the “ This waiver letter is intended to bind any successor, permitted assign, administrator and representative.] [WAIVER LETTER January 4, 2016 U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: B. Scarbrough (Qunar Cayman Islands Limited 2015 Indenture) Qunar Cayman Islands Limited 17 th Haidian District Beijing 10080 China Attention: Yilu Zhao Ladies and Gentlemen: Indenture Company Convertible Notes Waiving Party Exchange Agreement Ctrip Exchange Reference is hereby further made] [QUNAR CAYMAN ISLANDS LIMITED AMENDED AND RESTATED 2007 SHARE PLAN ADOPTED ON NOVEMBER 8, 2007 JULY 30 , 2010 AMENDED ON JUNE 22 , 2011 AMENDED ON DECEMBER 29, 2011 AMENDED ON AUGUST 10, 2012 AMENDED ON SEPTEMBER 24, 2013 AMENDED ON FEBRUARY 12, 2015 TABLE OF CONTENTS Page SECTION 1. Establishment And Purpose 1 SECTION 2. Administration 1 (a)] [Qunar Cayman Islands Limited 2015 SHARE INCENTIVE PLAN ARTICLE I Plan Company The purpose of this 2015 Share Incentive Plan (the “ ARTICLE II Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 2.1 2.2] [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] [Loan Agreement This Loan Agreement (hereinafter referred to as Agreement Party A: Qunar Cayman Islands Limited Address: Party B: C-Travel International Limited Address: Parties Party (collectively, the “ WHEREAS: Party B, in order to fund its daily working capital, intends NOW, THEREFORE, the 1. Loan 1.1 Party A agrees to L oan Account number: Accounting bank: 1.2 2. Purpose of] [Loan Agreement This Loan Agreement (hereinafter referred to as Agreement Party A: Ctrip Travel Network Technology (Shanghai) Co., Ltd. Address: Party B: Beijing Qunar Software Technology Co., Ltd. Address: 17th Floor, Viva Plaza, Yard 29, Suzhou Street, Haidian District Parties Party (collectively, the “ WHEREAS: Party B, in order to fund its working capital, intends NOW, THEREFORE, the 1. Loan] [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 EX-4.22 18 a16-2531_1ex4d22.htm EX-4.22] [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 shall take retroactive effect upon the completion of all formalities required for changes to Beijing Qunar’s shareholders, Wang Hui and] [Place of Incorporation Subsidiaries Queen’s Road Travel Information Limited Hong Kong Beijing Qunar Software Technology Company Limited People’s Republic of China Shanghai Qianlima Network Technology Co., Ltd. People’s Republic of China Variable Interest Entity Qunar.com Beijing Information Technology Company Limited People’s Republic of China Subsidiaries of Variable Interest Entity Beijing Jiaxin Haoyuan Information Technology Company Ltd. People’s Republic of China] [I, Zhenyu Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Qunar Cayman Islands 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 which such] [Certification by the Principal Financial Officer I, Xiaolu Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of Qunar Cayman Islands 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] [(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 23 a16-2531_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 24 a16-2531_1ex13d2.htm EX-13.2] [15.1 Consent of Independent Registered Public Accounting Firm Shanghai, the People’s Republic of China April 14, 2016 EX-15.1 25 a16-2531_1ex15d1.htm EX-15.1] [April 14, 2016 Qunar Cayman Islands Limited 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing 100080 The People’s Republic of China Ladies and Gentlemen, Yours faithfully, EX-15.2 26 a16-2531_1ex15d2.htm EX-15.2]

By | 2016-04-15T03:17:09+00:00 April 14th, 2016|Categories: Chinese Stocks, QUNR, SEC Original|Tags: , , , , , |0 Comments
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QUNR [Qunar Cayman Islands] 20-F: * Not for trading, but only in connection

[* Not for trading, but only in connection with the listing on The NASDAQ Global Market of American depositary shares. Currently, one ADS represents three Class B ordinary shares. None (Title of Class) 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] [EXECUTION VERSION NOTE PURCHASE AGREEMENT BY AND AMONG QUNAR CAYMAN ISLANDS LIMITED, SL CAMEL HOLDCO LIMITED, GAOLING FUND, L.P. AND YHG INVESTMENT, L.P. Dated as of June 1, 2015 TABLE OF CONTENTS 1. Definitions 5 2. Authorization, Purchase and Sale of Notes 10 2.1. Authorization, Purchase and Sale 10 2.2. Closing 10 3. 10 3.1. Organization and Power 10 3.2.] [Execution Version REGISTRATION RIGHTS AGREEMENT Agreement Company Silver Lake Gaoling YHG Hillhouse Investors This Registration Rights Agreement (this “ Purchase Agreement Notes Closing WHEREAS, it is a condition to the closing (the “ NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby] [Execution Version QUNAR CAYMAN ISLANDS LIMITED and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of June 17, 2015 2% CONVERTIBLE SENIOR NOTES DUE 2021 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Other Definitions 9 Section 1.03 Rules of Construction] [Execution Copy QUNAR CAYMAN ISLANDS LIMITED and U.S. BANK NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 17, 2015 TO INDENTURE Dated as of June 17, 2015 2% CONVERTIBLE SENIOR NOTES DUE 2021 FIRST SUPPLEMENTAL INDENTURE THIS First Supplemental Indenture Company Trustee WITNESSETH: Indenture WHEREAS, the Company has heretofore delivered to the Trustee an Indenture dated as] [Execution Version QUNAR CAYMAN ISLANDS LIMITED and U.S. BANK NATIONAL ASSOCIATION as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of November 24, 2015 TO INDENTURE Dated as of June 17, 2015 As supplemented by FIRST SUPPLEMENTAL INDENTURE Dated as of August 17, 2015 2% CONVERTIBLE SENIOR NOTES DUE 2021 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture THIS Company Trustee WITNESSETH: Original Indenture] [WAIVER LETTER December 4, 2015 U.S. Bank National Association Qunar Cayman Islands Limited th Ladies and Gentlemen: Indenture Company Convertible Notes Waiving Parties Conversion Right Waiver Period Each Waiving Party, in full understanding of the material facts, hereby irrevocably waives and relinquishes its right (the “ This waiver letter is intended to bind any successor, permitted assign, administrator and representative.] [WAIVER LETTER January 4, 2016 U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: B. Scarbrough (Qunar Cayman Islands Limited 2015 Indenture) Qunar Cayman Islands Limited 17 th Haidian District Beijing 10080 China Attention: Yilu Zhao Ladies and Gentlemen: Indenture Company Convertible Notes Waiving Party Exchange Agreement Ctrip Exchange Reference is hereby further made] [QUNAR CAYMAN ISLANDS LIMITED AMENDED AND RESTATED 2007 SHARE PLAN ADOPTED ON NOVEMBER 8, 2007 JULY 30 , 2010 AMENDED ON JUNE 22 , 2011 AMENDED ON DECEMBER 29, 2011 AMENDED ON AUGUST 10, 2012 AMENDED ON SEPTEMBER 24, 2013 AMENDED ON FEBRUARY 12, 2015 TABLE OF CONTENTS Page SECTION 1. Establishment And Purpose 1 SECTION 2. Administration 1 (a)] [Qunar Cayman Islands Limited 2015 SHARE INCENTIVE PLAN ARTICLE I Plan Company The purpose of this 2015 Share Incentive Plan (the “ ARTICLE II Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 2.1 2.2] [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] [Loan Agreement This Loan Agreement (hereinafter referred to as Agreement Party A: Qunar Cayman Islands Limited Address: Party B: C-Travel International Limited Address: Parties Party (collectively, the “ WHEREAS: Party B, in order to fund its daily working capital, intends NOW, THEREFORE, the 1. Loan 1.1 Party A agrees to L oan Account number: Accounting bank: 1.2 2. Purpose of] [Loan Agreement This Loan Agreement (hereinafter referred to as Agreement Party A: Ctrip Travel Network Technology (Shanghai) Co., Ltd. Address: Party B: Beijing Qunar Software Technology Co., Ltd. Address: 17th Floor, Viva Plaza, Yard 29, Suzhou Street, Haidian District Parties Party (collectively, the “ WHEREAS: Party B, in order to fund its working capital, intends NOW, THEREFORE, the 1. Loan] [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 EX-4.22 18 a16-2531_1ex4d22.htm EX-4.22] [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 shall take retroactive effect upon the completion of all formalities required for changes to Beijing Qunar’s shareholders, Wang Hui and] [Place of Incorporation Subsidiaries Queen’s Road Travel Information Limited Hong Kong Beijing Qunar Software Technology Company Limited People’s Republic of China Shanghai Qianlima Network Technology Co., Ltd. People’s Republic of China Variable Interest Entity Qunar.com Beijing Information Technology Company Limited People’s Republic of China Subsidiaries of Variable Interest Entity Beijing Jiaxin Haoyuan Information Technology Company Ltd. People’s Republic of China] [I, Zhenyu Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Qunar Cayman Islands 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 which such] [Certification by the Principal Financial Officer I, Xiaolu Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of Qunar Cayman Islands 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] [(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 23 a16-2531_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 24 a16-2531_1ex13d2.htm EX-13.2] [15.1 Consent of Independent Registered Public Accounting Firm Shanghai, the People’s Republic of China April 14, 2016 EX-15.1 25 a16-2531_1ex15d1.htm EX-15.1] [April 14, 2016 Qunar Cayman Islands Limited 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing 100080 The People’s Republic of China Ladies and Gentlemen, Yours faithfully, EX-15.2 26 a16-2531_1ex15d2.htm EX-15.2]

By | 2016-04-15T03:18:00+00:00 April 14th, 2016|Categories: Chinese Stocks, QUNR, Webplus ver|Tags: , , , , , |0 Comments
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KUTV [Ku6 Media] 20-F: (Original Filing)

[FORM 20-F (Mark One) o OR x OR o OR o Ku6 Media Co., Ltd. N/A Cayman Islands (Jurisdiction of incorporation or organization) Building 6, Zhengtongchuangyi Centre No. 18, Xibahe Xili, Chaoyang District Beijing 100028, People’s Republic of China Jason (Zhensong) Ma Acting Chief Financial Officer Telephone: +86-10-5758-6813 Fax number: +86-10-5758-6834 Building 6, Zhengtongchuangyi Centre No. 18, Xibahe Xili, Chaoyang] [KU6 MEDIA CO., LTD. 2016 EQUITY COMPENSATION PLAN 1. PURPOSE OF PLAN The purpose of this Plan is to promote the success of the Corporation and to increase shareholder value by providing an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons of the Company. Defined terms are set forth] [Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this “ th Ku6 (Beijing) Technology Co., Ltd. Ku6 Technology Wenna Liu Borrower Party Parties (Ku6 Technology and the Borrower hereinafter individually referred to as a “ Whereas, 1. Company th 2. 3. Call Option Agreement Accordingly, through friendly consultation, based on the principle of equality and] [Amended and Restated Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this “ th Ku6 (Beijing) Technology Co., Ltd. Ku6 Technology Mingfeng Chen Borrower Party Parties (Ku6 Technology and the Borrower hereinafter individually referred to as a “ Whereas, 1. th 2012 Loan Agreement Company 2. Company th 3. 4. Call Option Agreement Accordingly, through] [Business Operations Agreement Agreement This Business Operations Agreement (this “ th China PRC Party A Ku6 (Beijing) Technology Co., Ltd. Address: Room B-02, First floor underground, No. 4 Huayuan Road, Haidian District, Beijing; Party B Ku6 (Beijing) Information Technology Co., Ltd. Address: Room 818-009, 8 th Party C Wenna Liu Residence: Party D Mingfeng Chen Residence: Party Parties (Party A,] [Power of Attorney I, Mingfeng Chen, a citizen of the People’s Republic of China (ID Card No.: Company My Equity Interest Authorized Person The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights with respect to My Equity Interest in accordance with the PRC laws and the articles of] [Power of Attorney I, Wenna Liu, a citizen of the People’s Republic of China (ID Card No.: Company My Equity Interest Authorized Person The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights with respect to My Equity Interest in accordance with the PRC laws and the articles of] [Share Pledge Agreement Agreement This Share Pledge Agreement (hereinafter referred to as this “ th China PRC Party A: Ku6 (Beijing) Technology Co., Ltd. Address: Party B: Wenna Liu ( Residence: Party C: Mingfeng Chen ( ) Residence: Party Parties (Party A, Party B and Party C hereinafter individually referred to as a “ Whereas, 1. PRC 2. Company 3.] [Amended and Restated Exclusive Call Option Agreement Agreement This Amended and Restated Exclusive Call Option Agreement (this “ th China PRC Party A: Ku6 (Beijing) Technology Co., Ltd. Address: Party B: Wenna Liu Residence: Party C: Mingfeng Chen Residence: Party D: Ku6 (Beijing) Information Technology Co., Ltd. Address: Room 818-009, 8 th Party Parties (Party A, Party B, Party C] [Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this “ th China PRC WeiMoSanYi (Tianjin) Technology Co., Ltd. WeiMoSanYi Technology PRC Wenna Liu Borrower Party Parties (WeiMoSanYi Technology and the Borrower hereinafter individually referred to as a “ Whereas, 1. Company th 2. 3. Call Option Agreement Accordingly, through friendly consultation, based on the principle] [Amended and Restated Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this “ th China PRC WeiMoSanYi (Tianjin) Technology Co., Ltd. WeiMoSanYi Technology Mingfeng Chen Borrower Party Parties (WeiMoSanYi Technology and the Borrower hereinafter individually referred to as a “ Whereas, 1. th 2012 Loan Agreement Company 2. Company th 3. 4. Call Option Agreement] [Share Pledge Agreement Agreement This Share Pledge Agreement (hereinafter referred to as this “ th China PRC Party A: WeiMoSanYi (Tianjin) Technology Co., Ltd. Address: Party B: Wenna Liu ( ) Residence: Party C: Mingfeng Chen ( ) Residence: Party Parties (Party A, Party B and Party C hereinafter individually referred to as a “ Whereas, 1. PRC 2. Company] [Exclusive Call Option Agreement Agreement This Amended and Restated Exclusive Call Option Agreement (this “ th China PRC Party A: WeiMoSanYi (Tianjin) Technology Co., Ltd. Address: Party B: Wenna Liu Residence: Party C: Mingfeng Chen Residence: Party D: Ku6 (Beijing) Cultural Media Co., Ltd. Address: 6th Single-storey House, No.18, Xibahe Xili, Chaoyang District, Beijing Party Parties (Party A, Party B,] [Business Operations Agreement Agreement This Business Operations Agreement (this “ th China PRC Party A WeiMoSanYi (Tianjin) Technology Co., Ltd. Address: Room 2-3111, No. 88 Huanhe South Road, Tianjin Airport Logistics and Processing Zone; Party B Ku6 (Beijing) Cultural Media Co., Ltd. Address: 6th Single-storey House, No. 18, Xibahe Xili, Chaoyang District, Beijing; Party C Wenna Liu Residence: Party D] [Power of Attorney I, Wenna Liu, a citizen of the People’s Republic of China (ID Card No.: Company My Equity Interest Authorized Person The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights with respect to My Equity Interest in accordance with the PRC laws and the articles of] [Power of Attorney I, Mingfeng Chen, a citizen of the People’s Republic of China (ID Card No.: Company My Equity Interest Authorized Person The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights with respect to My Equity Interest in accordance with the PRC laws and the articles of] [Loan Agreement This loan agreement (hereinafter referred to as this Contract) is made and entered into by and between the following parties on September 15, 2015 in Beijing, China. (1) (2) The Lender and the Borrower are respectively referred to as One Party and collectively referred to as the Parties. Whereas: 1. 2. 3. Accordingly, through friendly consultation, based on] [Share Pledge Agreement Agreement This Share Pledge Agreement (hereinafter referred to as this “ th China PRC Party A: Kusheng (Tianjin) Technology Co., Ltd. Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco City, Tianjin, PRC. Party B: Dongxu Wang ( Residence: Party C: Mingfeng Chen ( Residence: Party Parties (Party A, Party B and] [Amended and Restated Exclusive Call Option Agreement Agreement This Amended and Restated Exclusive Call Option Agreement (this “ th China PRC Party A: Kusheng (Tianjin) Technology Co., Ltd. Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco City, Tianjin, PRC. Party B: Dongxu Wang Residence: Party C: Mingfeng Chen Residence: Party D: Ku6 Network Communication] [Business Operations Agreement Agreement This Business Operations Agreement (this “ th China PRC Kusheng (Tianjin) Technology Co., Ltd. Party A: Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco City, Tianjin, PRC. Tianjin Ku6 Network Communication Technology Co., Ltd. Party B: Address: Room 201-369, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco] [Power of Attorney Company My Equity Interest Authorized Person I, Dongxu Wang, a citizen of the People’s Republic of China (ID Card No.: ##################, holding 90% of the equity interest in Ku6 Network Communication Technology Co., Ltd. (the “ The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights] [Power of Attorney Company My Equity Interest Authorized Person I, Mingfeng Chen, a citizen of the People’s Republic of China (ID Card No.: ##################), holding 10% of the equity interest in Ku6 Network Communication Technology Co., Ltd. (the “ The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights] [The Second Supplementary Agreement to the Ku6.com Advertisement Agency Agreement CN: tjkb-os-2014-009-supplementary Party A: Huzhong Advertising (Shanghai) Ltd. Party B: Tianjin Ku6 Network Communication Technology Co., Ltd. Whereas Ku 6.com Advertisement Agency Agreement Supplementary Agreement to the Ku 6.com Advertisement Agency Agreement Party A and Party B have entered into the 1. All of the commercial advertisement slots(except for otherwise] [Loan Agreement CN: kmcm-O-2016-001 This Loan Agreement (hereinafter referred to as this “Agreement”) is entered into on January 5, 2016 in Pudong, Shanghai by and between: Shanda Technology Overseas Capital Company Limited, (hereinafter referred to as “Party A”), and Ku6 Media Co., Ltd. (hereinafter referred to as “Party B”) Party A and Party B are hereinafter referred to collectively as] [Loan Contract CN:KMCM-O-2016-001 This Loan Contract (hereinafter referred to as the “Contract”) dated March 2, 2016 is made by and between the following parties in Beijing: Shanda Computer (Shanghai) Co., Ltd. (hereinafter referred to as “Party A”), a limited liability company incorporated and validly existing according to the laws of the People’s Republic of China (hereinafter referred to as “PRC”),] [List of Significant Subsidiaries and Affiliates of Ku6 Media Co., Ltd. Name of Subsidiary or Affiliate State or Jurisdiction of Incorporation Ku6 Holding Limited Cayman Islands Ku6 (Beijing) Technology Co., Ltd. People’s Republic of China WeiMoSanYi (Tianjin) Technology Co., Ltd. People’s Republic of China Kusheng (Tianjin) Technology Co., Ltd. People’s Republic of China Ku6 (Beijing) Information Technology Co., Ltd. People’s] [I, Feng Gao, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Feng Gao Chief Executive Officer EX-12.1 27 a15-25305_1ex12d1.htm EX-12.1] [I, Jason (Zhensong) Ma, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Jason (Zhensong) Ma Acting Chief Financial Officer EX-12.2 28 a15-25305_1ex12d2.htm EX-12.2] [April 13, 2016 I, Feng Gao, Chief Executive Officer of Ku6 Media Co., Ltd., certify that, to the best of my knowledge: 1. 2. Feng Gao Chief Executive Officer EX-13.1 29 a15-25305_1ex13d1.htm EX-13.1] [April 13, 2016 I, Jason (Zhensong) Ma, Acting Chief Financial Officer of Ku6 Media Co., Ltd., certify that, to the best of my knowledge: 1. 2. Jason (Zhensong) Ma Acting Chief Financial Officer EX-13.2 30 a15-25305_1ex13d2.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm Shanghai, the People’s Republic of China April 13, 2016 EX-15.1 31 a15-25305_1ex15d1.htm EX-15.1] [April Ku6 Media Co., Ltd. To: Building 6, Zhengtongchuangyi Centre Re: 2015 Annual Report on Form 20-F of Ku6 Media Co., Ltd. Dear Sir/Madam, Annual Report Yours Sincerely, EX-15.2 32 a15-25305_1ex15d2.htm EX-15.2]

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HIMX [Himax Technologies] 20-F: (Original Filing)

[TABLE OF CONTENTS Page 4 CERTAIN CONVENTIONS 4 PART I 6 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 6 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 6 ITEM 3. KEY INFORMATION 6 3.A. Selected Financial Data 6 3.B. Capitalization and Indebtedness 8 3.C. Reason for the Offer and Use of Proceeds 8 3.D. Risk Factors 9 ITEM 4.] [Himax Technologies, Inc. List of Subsidiaries Subsidiary Jurisdiction of Percentage of Himax Technologies Limited ROC 100.0 % Himax Technologies Korea Ltd. South Korea 100.0 % Himax Semiconductor, Inc. ROC 100.0 % Himax Technologies (Samoa), Inc. Samoa 100.0 (1) % Himax Technologies (Suzhou) Co., Ltd. PRC 100.0 (2) % Himax Technologies (Shenzhen) Co., Ltd. PRC 100.0 (2) % Himax Display, Inc.] [Certification I, Jordan Wu, certify that: 1. I have reviewed this annual report on Form 20-F of Himax Technologies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [Certification I, Jackie Chang, certify that: 1. I have reviewed this annual report on Form 20-F of Himax Technologies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [Certification April 13, 2016 Jordan Wu, the President and Chief Executive Officer of Himax Technologies, Inc., and Jackie Chang, the Chief Financial Officer of Himax Technologies, Inc., each certifies that, to the best of his or her knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained] [Consent of Independent Registered Public Accounting Firm The Board of Directors We consent to the incorporation by reference in the registration statements (No. 333-137585 and No. 333-176863) on Form S-8 and the registration statements (No. 333-188253 and No. 333-189052) on Form F-3 of Himax Technologies, Inc. and subsidiaries of our reports dated April 13, 2016, with respect to the consolidated]

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MPEL [Melco Crown Entertainment] 20-F: (Original Filing)

[Page INTRODUCTION 1 GLOSSARY 5 7 PART I 8 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 8 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 8 ITEM 3. KEY INFORMATION 9 A. SELECTED FINANCIAL DATA 9 B. CAPITALIZATION AND INDEBTEDNESS 12 C. REASONS FOR THE OFFER AND USE OF PROCEEDS 12 D. RISK FACTORS 13 ITEM 4. INFORMATION ON] [OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MELCO CROWN ENTERTAINMENT LIMITED 1 (ADOPTED BY SPECIAL RESOLUTION PASSED ON 25 MARCH 2015) 1 TABLE OF CONTENTS TABLE A 2 INTERPRETATION 2 PRELIMINARY 6 SHARE CAPITAL 6 ISSUE OF SHARES 7 REGISTER OF MEMBERS AND SHARE CERTIFICATES 7 TRANSFER OF SHARES 7] [MELCO CROWN ENTERTAINMENT LIMITED SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 2006 Share Incentive Plan 2.1 “ Amendment Effective Date 2.2 “] [Execution Version SECOND AMENDMENT AND RESTATEMENT AGREEMENT (Seventh Amendment Agreement in respect of the Senior Facilities Agreement) dated 19 June 2015 between, amongst others, MELCO CROWN (MACAU) LIMITED as the Company and DEUTSCHE BANK AG, HONG KONG BRANCH acting as Agent DB TRUSTEES (HONG KONG) LIMITED acting as Security Agent White & Case 9th Floor Central Tower 28 Queen’s Road] [Studio City Company Limited Studio City Investments Limited From: Borrower Studio City Company Limited (as the “ Obligors’ Agent Studio City Investments Limited (as “ To: Deutsche Bank AG, Hong Kong Branch, in its capacity as Agent Level 52, International Commerce Centre 1 Austin Road West, Kowloon Hong Kong Attention: Stuart Harding, Trust and Securities Services (Fax: +852 2203 7320)] [From: Borrower Studio City Company Limited (as the “ Obligors’ Agent Studio City Investments Limited (as “ To: Deutsche Bank AG, Hong Kong Branch, in its capacity as Agent Level 52, International Commerce Centre 1 Austin Road West, Kowloon Hong Kong Attention: Stuart Harding, Trust and Securities Services (Fax: +852 2203 7320) Copy to: Jimmy Ng/Sara Wong (Fax: + 852] [List of Subsidiaries 1. Altira Developments Limited, incorporated in the Macau Special Administrative Region of the People’s Republic of China 2. Altira Hotel Limited, incorporated in the Macau Special Administrative Region of the People’s Republic of China 3. COD Theatre Limited, incorporated in the Macau Special Administrative Region of the People’s Republic of China 4. Golden Future (Management Services) Limited,] [Certification by the Chief Executive Officer I, Lawrence Yau Lung Ho, certify that: 1. I have reviewed this annual report on Form 20-F of Melco Crown Entertainment 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] [Certification by the Chief Financial Officer I, Geoffrey Stuart Davis, certify that: 1. I have reviewed this annual report on Form 20-F of Melco Crown Entertainment Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification 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. EX-13.1 10 d215050dex131.htm EX-13.1] [Certification by the Chief Financial Officer 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 11 d215050dex132.htm EX-13.2] [Partners: Paul Aherne Tim Haynes Kristen Kwok Arwel Lewis Andy Randall Denise Wong * *** * * ** * 12 April 2016 Our Ref: DW/AH/M4237-H01577 The Board of Directors Melco Crown Entertainment Limited 36th Floor The Centrium 60 Wyndham Street Central Hong Kong Dear Sirs FORM 20-F Commission Exchange Act Yours faithfully WALKERS Walkers Suite 1501-1507, Alexandra House, 18 Chater] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements Nos. 333-185477 and 333-143866 on Form S-8 of our reports dated April 12, 2016, relating to the consolidated financial statements and financial statement schedule of Melco Crown Entertainment Limited and its subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over]

By | 2016-04-13T02:35:57+00:00 April 12th, 2016|Categories: Chinese Stocks, MPEL, SEC Original|Tags: , , , , , |0 Comments
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MPEL [Melco Crown Entertainment] 20-F: Page INTRODUCTION 1 GLOSSARY 5 7 PART I

[Page INTRODUCTION 1 GLOSSARY 5 7 PART I 8 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 8 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 8 ITEM 3. KEY INFORMATION 9 A. SELECTED FINANCIAL DATA 9 B. CAPITALIZATION AND INDEBTEDNESS 12 C. REASONS FOR THE OFFER AND USE OF PROCEEDS 12 D. RISK FACTORS 13 ITEM 4. INFORMATION ON] [OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MELCO CROWN ENTERTAINMENT LIMITED 1 (ADOPTED BY SPECIAL RESOLUTION PASSED ON 25 MARCH 2015) 1 TABLE OF CONTENTS TABLE A 2 INTERPRETATION 2 PRELIMINARY 6 SHARE CAPITAL 6 ISSUE OF SHARES 7 REGISTER OF MEMBERS AND SHARE CERTIFICATES 7 TRANSFER OF SHARES 7] [MELCO CROWN ENTERTAINMENT LIMITED SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 2006 Share Incentive Plan 2.1 “ Amendment Effective Date 2.2 “] [Execution Version SECOND AMENDMENT AND RESTATEMENT AGREEMENT (Seventh Amendment Agreement in respect of the Senior Facilities Agreement) dated 19 June 2015 between, amongst others, MELCO CROWN (MACAU) LIMITED as the Company and DEUTSCHE BANK AG, HONG KONG BRANCH acting as Agent DB TRUSTEES (HONG KONG) LIMITED acting as Security Agent White & Case 9th Floor Central Tower 28 Queen’s Road] [Studio City Company Limited Studio City Investments Limited From: Borrower Studio City Company Limited (as the “ Obligors’ Agent Studio City Investments Limited (as “ To: Deutsche Bank AG, Hong Kong Branch, in its capacity as Agent Level 52, International Commerce Centre 1 Austin Road West, Kowloon Hong Kong Attention: Stuart Harding, Trust and Securities Services (Fax: +852 2203 7320)] [From: Borrower Studio City Company Limited (as the “ Obligors’ Agent Studio City Investments Limited (as “ To: Deutsche Bank AG, Hong Kong Branch, in its capacity as Agent Level 52, International Commerce Centre 1 Austin Road West, Kowloon Hong Kong Attention: Stuart Harding, Trust and Securities Services (Fax: +852 2203 7320) Copy to: Jimmy Ng/Sara Wong (Fax: + 852] [List of Subsidiaries 1. Altira Developments Limited, incorporated in the Macau Special Administrative Region of the People’s Republic of China 2. Altira Hotel Limited, incorporated in the Macau Special Administrative Region of the People’s Republic of China 3. COD Theatre Limited, incorporated in the Macau Special Administrative Region of the People’s Republic of China 4. Golden Future (Management Services) Limited,] [Certification by the Chief Executive Officer I, Lawrence Yau Lung Ho, certify that: 1. I have reviewed this annual report on Form 20-F of Melco Crown Entertainment 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] [Certification by the Chief Financial Officer I, Geoffrey Stuart Davis, certify that: 1. I have reviewed this annual report on Form 20-F of Melco Crown Entertainment Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification 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. EX-13.1 10 d215050dex131.htm EX-13.1] [Certification by the Chief Financial Officer 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 11 d215050dex132.htm EX-13.2] [Partners: Paul Aherne Tim Haynes Kristen Kwok Arwel Lewis Andy Randall Denise Wong * *** * * ** * 12 April 2016 Our Ref: DW/AH/M4237-H01577 The Board of Directors Melco Crown Entertainment Limited 36th Floor The Centrium 60 Wyndham Street Central Hong Kong Dear Sirs FORM 20-F Commission Exchange Act Yours faithfully WALKERS Walkers Suite 1501-1507, Alexandra House, 18 Chater] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements Nos. 333-185477 and 333-143866 on Form S-8 of our reports dated April 12, 2016, relating to the consolidated financial statements and financial statement schedule of Melco Crown Entertainment Limited and its subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over]

By | 2016-04-13T02:36:46+00:00 April 12th, 2016|Categories: Chinese Stocks, MPEL, Webplus ver|Tags: , , , , , |0 Comments
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VNET [21Vianet] 20-F: (Original Filing)

[INTRODUCTION 1 1 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 45 ITEM 4A. UNRESOLVED STAFF COMMENTS 67 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 67 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 96 ITEM] [List of Significant Subsidiaries and Principal Consolidated Affiliated Entities* Significant Subsidiaries Jurisdiction of Incorporation 21ViaNet Group Limited Hong Kong 21Vianet Mobile Limited Hong Kong Hongkong Fastweb Holdings Co., Limited Hong Kong Diyixian.com Limited Hong Kong DYXNet Limited Hong Kong Dermot Holdings Limited British Virgin Islands WiFire Group Inc. British Virgin Islands Fastweb International Holdings Cayman Islands 21Vianet Data Center Co.,] [I, Steve Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of 21Vianet Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [Certification by the Principal Financial Officer I, Terry Wang, certify that: 1. I have reviewed this annual report on Form 20-F of 21Vianet Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Steve Zhang Chief Executive Officer EX-13.1 5 d124901dex131.htm EX-13.1] [Certification by the Principal 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. Terry Wang Chief Financial Officer EX-13.2 6 d124901dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements: i) Form S-8 No. 333-177273, pertaining to the 2010 Share Incentive Plan; iii) Form S-8 No.333-197495, pertaining to the 2014 Share Incentive Plan; and (Form 20-F) of 21Vianet Group, Inc. of our reports dated April 12, 2016, with respect to the consolidated] [Consent of Beijing DHH Law Firm To: 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road Chaoyang District, Beijing 100016 the People’s Republic of China Date Dear Sirs, Yours faithfully, Beijing DHH Law Firm EX-15.2 8 d124901dex152.htm EX-15.2]

By | 2016-04-13T02:58:33+00:00 April 12th, 2016|Categories: Chinese Stocks, SEC Original, VNET|Tags: , , , , , |0 Comments
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VNET [21Vianet] 20-F: INTRODUCTION 1 1 PART I 3 ITEM 1.

[INTRODUCTION 1 1 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 45 ITEM 4A. UNRESOLVED STAFF COMMENTS 67 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 67 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 96 ITEM] [List of Significant Subsidiaries and Principal Consolidated Affiliated Entities* Significant Subsidiaries Jurisdiction of Incorporation 21ViaNet Group Limited Hong Kong 21Vianet Mobile Limited Hong Kong Hongkong Fastweb Holdings Co., Limited Hong Kong Diyixian.com Limited Hong Kong DYXNet Limited Hong Kong Dermot Holdings Limited British Virgin Islands WiFire Group Inc. British Virgin Islands Fastweb International Holdings Cayman Islands 21Vianet Data Center Co.,] [I, Steve Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of 21Vianet Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [Certification by the Principal Financial Officer I, Terry Wang, certify that: 1. I have reviewed this annual report on Form 20-F of 21Vianet Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Steve Zhang Chief Executive Officer EX-13.1 5 d124901dex131.htm EX-13.1] [Certification by the Principal 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. Terry Wang Chief Financial Officer EX-13.2 6 d124901dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements: i) Form S-8 No. 333-177273, pertaining to the 2010 Share Incentive Plan; iii) Form S-8 No.333-197495, pertaining to the 2014 Share Incentive Plan; and (Form 20-F) of 21Vianet Group, Inc. of our reports dated April 12, 2016, with respect to the consolidated] [Consent of Beijing DHH Law Firm To: 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road Chaoyang District, Beijing 100016 the People’s Republic of China Date Dear Sirs, Yours faithfully, Beijing DHH Law Firm EX-15.2 8 d124901dex152.htm EX-15.2]

By | 2016-04-13T02:59:28+00:00 April 12th, 2016|Categories: Chinese Stocks, VNET, Webplus ver|Tags: , , , , , |0 Comments
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