CYOU [Changyou.com] 20-F: (Original Filing)

[INTRODUCTION 1 PART I 2 Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 Item 4. Information on the Company 39 Item 4A. Unresolved Staff Comments 62 Item 5. Operating and Financial Review and Prospects 62 Item 6. Directors, Senior Management and Employees 81 Item 7.] [LOAN AGREEMENT This Loan Agreement (the “Agreement”) is entered into as of April 15, 2015 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd. Party B: Beijing Century High-Tech Investment Co., Ltd (In this Agreement, Party A and Party B are called collectively as the] [EQUITY INTEREST PURCHASE AGREEMENT This Equity Interest Purchase Agreement (this “Agreement”) is entered into as of April 15, 2015 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd. Party B: Beijing Century High-Tech Investment Co., Ltd. Party C: Beijing Gamease Age Digital Technology Co., Ltd.,] [EQUITY INTEREST PLEDGE AGREEMENT This Equity Interest Pledge Agreement (hereinafter “this Agreement”) is entered into in Beijing, People’s Republic of China (“PRC” or “China”) on the day of April 15, 2015 by the following parties: Pledgor: Beijing Century High-Tech Investment Co., Ltd Pledgee: Beijing AmazGame Age Internet Technology Co., Ltd. Company: Beijing Gamease Age Digital Technology Co., Ltd., with the] [BUSINESS OPERATION AGREEMENT This Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Beijing, People’s Republic of China (“China” or “PRC”) as of April 15, 2015: Party A: Beijing AmazGame Age Internet Technology Co., Ltd., Party B: Beijing Gamease Age Digital Technology Co., Ltd. Party C: Beijing Century High-Tech Investment Co., Ltd,] [Power of Attorney The company, Beijing Century High-Tech Investment Co., Ltd, registered in the People’s Republic of China (“China”), with enterprise registration number 110000003484202, is the shareholder of Beijing Gamease Age Digital Technology Co., Ltd. (“Gamease”), holding 100% equity interests of Gamease. The company hereby agrees and irrevocably grants the person (“fiduciary”) who is appointed by the board of Beijing] [LOAN AGREEMENT The Loan Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): By and between Party A: Beijing Changyou Gamespace Software Technology Co.,Ltd., Party B: Beijing Changyou Star Digital Technology Co., Ltd., (For the purpose hereof, Party A and Party B are collectively referred to the] [EQUITY INTEREST PURCHASE AGREEMENT The Equity Interest Purchase Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): Party A: Beijing Changyou Gamespace Software Technology Co.,Ltd. Party B: Beijing Changyou Star Digital Technology Co., Ltd. Party C: Beijing Guanyou Gamespace Digital Technology Co., Ltd., Whereas: 1. Party A] [EQUITY PLEDGE AGREEMENT The Equity Pledge Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): By and among: The Pledgor: Beijing Changyou Star Digital Technology Co., Ltd., The Pledgee: Beijing Changyou Gamespace Software Technology Co., Ltd., The Company: Beijing Guanyou Gamespace Digital Technology Co., Ltd. (For the] [BUSINESS OPERATION AGREEMENT The Business Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): Party A: Beijing Changyou Gamespace Software Technology Co., Ltd., Party B: Beijing Guanyou Gamespace Digital Technology Co., Ltd., Party C: Beijing Changyou Star Digital Technology Co., Ltd., Whereas: 1. Party A is a] [Power of Attorney The Company, Beijing Changyou Star Digital Technology Co., Ltd., a citizen/registered limited liability company in the People’s Republic of China (hereinafter referred to as “China”), has a company registration number 110107019384580, and holds 100% equity of Beijing Guanyou Gamespace Digital Technology Co., Ltd. (the “Guanyou Gamespace”) as Guanyou Gamespace’s shareholder. The Company again agrees to and irrevocably] [English Transalation Equity Pledge Agreement The Equity Pledge Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B1: YANG Yongzhi Party B2: Beijing Changyou Star Digital Technology Co., Ltd. For the purpose hereof, Party B1 and Party B2 are referred to “Party B”] [Exclusive Call Option Agreement The Exclusive Call Option Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: YANG Yongzhi ID number: 422123197810104218 Party C: Beijing Changyou Star Digital Technology Co., Ltd. Party D: Baina (Wuhan) Information Technology Co., Ltd. For the purpose] [Exclusive Services Agreement The Exclusive Services Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and between: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: Baina (Wuhan) Information Technology Co., Ltd. For the purpose hereof, Party A and Party B are referred to as the “parties” and each a “party”. Whereas 1] [BUSINESS OPERATION AGREEMENT The Business Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: Baina (Wuhan) Information Technology Co., Ltd. Party C: YANG Yongzhi ID number: 422123197810104218 Party D: Beijing Changyou Star Digital Technology Co., Ltd. For the purpose hereof, Party A,] [Power of Attorney the Authorized is entitled to on my behalf and as a holder of Wuhan Baina Information’s 40% equity exercise all shareholders’ rights available to me in accordance with the law and the company’s articles of association, including but not limited to: the right to propose a shareholders’ meeting, accept any notice on the convening and proceedings of] [Share Purchase Agreement The Share Transfer Agreement (hereinafter referred to as the “Agreement”) was entered into on April 16, 2015 in Beijing, China: By and among: (1) Mr. MENG Shuqi, (2) Shanghai Yong Chong Investment Center LP, (3) Beijing Gamease Age Digital Technology Co., Ltd., (4) Shenzhen 7 Road Technology Co., Ltd. The above parties are collectively referred to the] [Principal Subsidiaries: • Changyou.com (HK) Limited, incorporated in Hong Kong. • Beijing AmazGame Age Internet Technology Co., Ltd., incorporated in the PRC. • Shanghai Jingmao Culture Communication Co., Ltd, incorporated in the PRC. • Beijing Changyou Gamespace Software Technology Co., Ltd., incorporated in the PRC. • Beijing Yang Fan Jing He Information Consulting Co., Ltd, incorporated in the PRC. •] [I, Carol Yu, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com 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 made, not] [I, Dewen Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com 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 made, not] [I, Jasmine Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com 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 made, not] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the year ended December 31, 2015. Carol Yu Co-Chief Executive Officer February 26, 2016 EX-13.1 22 d62578dex131.htm EX-13.1] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the year ended December 31, 2015. Dewen Chen Co-Chief Executive Officer February 26, 2016 EX-13.2 23 d62578dex132.htm EX-13.2] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the year ended December 31, 2015. Jasmine Zhou Chief Financial Officer February 26, 2016 EX-13.3 24 d62578dex133.htm EX-13.3] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM No. 333-202065) We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-161727 and PricewaterhouseCoopers Zhong Tian LLP Beijing, the People’s Republic of China February 26, 2016 EX-15.1 25 d62578dex151.htm EX-15.1] [February 26, 2016 Changyou.com Limited Changyou Creative Industrial Park 65 Bajiao East Road, Shijingshan District Beijing 100043 People’s Republic of China Consent of Haiwen & Partners Subject: We also hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Business Overview – PRC Regulation” and “Organizational Structure” in the Form 20-F and]

By | 2016-03-27T10:18:17+00:00 February 26th, 2016|Categories: Chinese Stocks, CYOU, SEC Original|Tags: , , , , , |0 Comments
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CYOU [Changyou.com] 20-F: INTRODUCTION 1 PART I 2 Item 1. Identity

[INTRODUCTION 1 PART I 2 Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 Item 4. Information on the Company 39 Item 4A. Unresolved Staff Comments 62 Item 5. Operating and Financial Review and Prospects 62 Item 6. Directors, Senior Management and Employees 81 Item 7.] [LOAN AGREEMENT This Loan Agreement (the “Agreement”) is entered into as of April 15, 2015 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd. Party B: Beijing Century High-Tech Investment Co., Ltd (In this Agreement, Party A and Party B are called collectively as the] [EQUITY INTEREST PURCHASE AGREEMENT This Equity Interest Purchase Agreement (this “Agreement”) is entered into as of April 15, 2015 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd. Party B: Beijing Century High-Tech Investment Co., Ltd. Party C: Beijing Gamease Age Digital Technology Co., Ltd.,] [EQUITY INTEREST PLEDGE AGREEMENT This Equity Interest Pledge Agreement (hereinafter “this Agreement”) is entered into in Beijing, People’s Republic of China (“PRC” or “China”) on the day of April 15, 2015 by the following parties: Pledgor: Beijing Century High-Tech Investment Co., Ltd Pledgee: Beijing AmazGame Age Internet Technology Co., Ltd. Company: Beijing Gamease Age Digital Technology Co., Ltd., with the] [BUSINESS OPERATION AGREEMENT This Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Beijing, People’s Republic of China (“China” or “PRC”) as of April 15, 2015: Party A: Beijing AmazGame Age Internet Technology Co., Ltd., Party B: Beijing Gamease Age Digital Technology Co., Ltd. Party C: Beijing Century High-Tech Investment Co., Ltd,] [Power of Attorney The company, Beijing Century High-Tech Investment Co., Ltd, registered in the People’s Republic of China (“China”), with enterprise registration number 110000003484202, is the shareholder of Beijing Gamease Age Digital Technology Co., Ltd. (“Gamease”), holding 100% equity interests of Gamease. The company hereby agrees and irrevocably grants the person (“fiduciary”) who is appointed by the board of Beijing] [LOAN AGREEMENT The Loan Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): By and between Party A: Beijing Changyou Gamespace Software Technology Co.,Ltd., Party B: Beijing Changyou Star Digital Technology Co., Ltd., (For the purpose hereof, Party A and Party B are collectively referred to the] [EQUITY INTEREST PURCHASE AGREEMENT The Equity Interest Purchase Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): Party A: Beijing Changyou Gamespace Software Technology Co.,Ltd. Party B: Beijing Changyou Star Digital Technology Co., Ltd. Party C: Beijing Guanyou Gamespace Digital Technology Co., Ltd., Whereas: 1. Party A] [EQUITY PLEDGE AGREEMENT The Equity Pledge Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): By and among: The Pledgor: Beijing Changyou Star Digital Technology Co., Ltd., The Pledgee: Beijing Changyou Gamespace Software Technology Co., Ltd., The Company: Beijing Guanyou Gamespace Digital Technology Co., Ltd. (For the] [BUSINESS OPERATION AGREEMENT The Business Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): Party A: Beijing Changyou Gamespace Software Technology Co., Ltd., Party B: Beijing Guanyou Gamespace Digital Technology Co., Ltd., Party C: Beijing Changyou Star Digital Technology Co., Ltd., Whereas: 1. Party A is a] [Power of Attorney The Company, Beijing Changyou Star Digital Technology Co., Ltd., a citizen/registered limited liability company in the People’s Republic of China (hereinafter referred to as “China”), has a company registration number 110107019384580, and holds 100% equity of Beijing Guanyou Gamespace Digital Technology Co., Ltd. (the “Guanyou Gamespace”) as Guanyou Gamespace’s shareholder. The Company again agrees to and irrevocably] [English Transalation Equity Pledge Agreement The Equity Pledge Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B1: YANG Yongzhi Party B2: Beijing Changyou Star Digital Technology Co., Ltd. For the purpose hereof, Party B1 and Party B2 are referred to “Party B”] [Exclusive Call Option Agreement The Exclusive Call Option Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: YANG Yongzhi ID number: 422123197810104218 Party C: Beijing Changyou Star Digital Technology Co., Ltd. Party D: Baina (Wuhan) Information Technology Co., Ltd. For the purpose] [Exclusive Services Agreement The Exclusive Services Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and between: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: Baina (Wuhan) Information Technology Co., Ltd. For the purpose hereof, Party A and Party B are referred to as the “parties” and each a “party”. Whereas 1] [BUSINESS OPERATION AGREEMENT The Business Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: Baina (Wuhan) Information Technology Co., Ltd. Party C: YANG Yongzhi ID number: 422123197810104218 Party D: Beijing Changyou Star Digital Technology Co., Ltd. For the purpose hereof, Party A,] [Power of Attorney the Authorized is entitled to on my behalf and as a holder of Wuhan Baina Information’s 40% equity exercise all shareholders’ rights available to me in accordance with the law and the company’s articles of association, including but not limited to: the right to propose a shareholders’ meeting, accept any notice on the convening and proceedings of] [Share Purchase Agreement The Share Transfer Agreement (hereinafter referred to as the “Agreement”) was entered into on April 16, 2015 in Beijing, China: By and among: (1) Mr. MENG Shuqi, (2) Shanghai Yong Chong Investment Center LP, (3) Beijing Gamease Age Digital Technology Co., Ltd., (4) Shenzhen 7 Road Technology Co., Ltd. The above parties are collectively referred to the] [Principal Subsidiaries: • Changyou.com (HK) Limited, incorporated in Hong Kong. • Beijing AmazGame Age Internet Technology Co., Ltd., incorporated in the PRC. • Shanghai Jingmao Culture Communication Co., Ltd, incorporated in the PRC. • Beijing Changyou Gamespace Software Technology Co., Ltd., incorporated in the PRC. • Beijing Yang Fan Jing He Information Consulting Co., Ltd, incorporated in the PRC. •] [I, Carol Yu, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com 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 made, not] [I, Dewen Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com 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 made, not] [I, Jasmine Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com 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 made, not] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the year ended December 31, 2015. Carol Yu Co-Chief Executive Officer February 26, 2016 EX-13.1 22 d62578dex131.htm EX-13.1] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the year ended December 31, 2015. Dewen Chen Co-Chief Executive Officer February 26, 2016 EX-13.2 23 d62578dex132.htm EX-13.2] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the year ended December 31, 2015. Jasmine Zhou Chief Financial Officer February 26, 2016 EX-13.3 24 d62578dex133.htm EX-13.3] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM No. 333-202065) We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-161727 and PricewaterhouseCoopers Zhong Tian LLP Beijing, the People’s Republic of China February 26, 2016 EX-15.1 25 d62578dex151.htm EX-15.1] [February 26, 2016 Changyou.com Limited Changyou Creative Industrial Park 65 Bajiao East Road, Shijingshan District Beijing 100043 People’s Republic of China Consent of Haiwen & Partners Subject: We also hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Business Overview – PRC Regulation” and “Organizational Structure” in the Form 20-F and]

By | 2016-03-27T10:19:26+00:00 February 26th, 2016|Categories: Chinese Stocks, CYOU, Webplus ver|Tags: , , , , , |0 Comments
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SEED [Origin Agritech] 20-F: (Original Filing)

[ORIGIN AGRITECH LIMITED TABLE OF CONTENTS INTRODUCTION 3 PART I 6 Item 1. Identity of Directors, Senior Management and Advisors 6 Item 2.] [List of Subsidiaries Date of Place of Percentage Incorporation Incorporation of Principal Name or Establishment or Establishment Ownership Activity Subsidiaries: State Harvest Holdings Limited(“State Harvest”) October 6, 2004 British Virgin Islands 100 Investment holding Beijing Origin State Harvest Biotechnology Limited (“BioTech”) December 1, 2004 People’s Republic of China (“PRC”) 100 Hybrid seed technology development Variable interest entity:] [CERTIFICATION I, Gengchen Han, certify that: 1. I have reviewed this annual report on Form 20-F of Origin Agritech 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 I, James Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Origin Agritech 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] [ORIGIN AGRITECH LIMITED Certification] [ORIGIN AGRITECH LIMITED Certification] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Origin Agritech Limited No. 21 Sheng Ming Yuan Road Changping District Beijing 102206 China We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-202947, 333-166226 and 333-145865) of Origin Agritech Limited and its subsidiaries and variable interest entities (the “Company”) of our reports dated January]

By | 2016-03-31T19:55:43+00:00 January 28th, 2016|Categories: Chinese Stocks, SEC Original, SEED|Tags: , , , , , |0 Comments
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SEED [Origin Agritech] 20-F: ORIGIN AGRITECH LIMITED TABLE OF CONTENTS INTRODUCTION 3

[ORIGIN AGRITECH LIMITED TABLE OF CONTENTS INTRODUCTION 3 PART I 6 Item 1. Identity of Directors, Senior Management and Advisors 6 Item 2.] [List of Subsidiaries Date of Place of Percentage Incorporation Incorporation of Principal Name or Establishment or Establishment Ownership Activity Subsidiaries: State Harvest Holdings Limited(“State Harvest”) October 6, 2004 British Virgin Islands 100 Investment holding Beijing Origin State Harvest Biotechnology Limited (“BioTech”) December 1, 2004 People’s Republic of China (“PRC”) 100 Hybrid seed technology development Variable interest entity:] [CERTIFICATION I, Gengchen Han, certify that: 1. I have reviewed this annual report on Form 20-F of Origin Agritech 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 I, James Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Origin Agritech 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] [ORIGIN AGRITECH LIMITED Certification] [ORIGIN AGRITECH LIMITED Certification] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Origin Agritech Limited No. 21 Sheng Ming Yuan Road Changping District Beijing 102206 China We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-202947, 333-166226 and 333-145865) of Origin Agritech Limited and its subsidiaries and variable interest entities (the “Company”) of our reports dated January]

By | 2016-03-31T19:56:47+00:00 January 28th, 2016|Categories: Chinese Stocks, SEED, Webplus ver|Tags: , , , , , |0 Comments
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DL [China Distance Education] 20-F: (Original Filing)

[Page INTRODUCTION 1 1 PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 34 ITEM 4A. UNRESOLVED STAFF COMMENTS 60 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 60 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 82 ITEM] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (this “ Party A: Address: Room 1810, 18/F, 1 Zhichun Road, Haidian District, Beijing Party B: Address: Room 303A, 3/F, 1 Zhichun Road, Haidian District, Beijing Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and collectively as the “Parties”. Whereas, 1.] [Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is executed by and among the following parties on December 28, 2015 in Beijing, the People’s Republic of China (the “PRC”): Party A : (hereinafter “Pledgee”) Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd., a wholly foreign owned enterprise incorporated and existing under the laws of the PRC with its address] [Exclusive Option Agreement Agreement PRC This Exclusive Option Agreement (this “ Party A: Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd., a wholly foreign owned enterprise, incorporated and existing under the laws of the PRC, with its address at Room 1810, 18/F, 1 Zhichun Road, Haidian District, Beijing; Party B: Zhengdong Zhu, a PRC citizen with PRC Identification No.: 320102196806142439] [Power of Attorney 79 Domestic Company WFOE My Shareholding I, Zhengdong Zhu, a PRC citizen with PRC Identification Card No.: 320102196806142439, and a holder of WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to 1) attend shareholders’ meetings of Domestic Company;] [Power of Attorney 21 Domestic Company WFOE My Shareholding I, Baohong Yin, a PRC citizen with PRC Identification Card No.: 320102196710242849, and a holder of WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to 1) attend shareholders’ meetings of Domestic Company;] [LETTER OF UNDERTAKING Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd. To: We, Zhu Zhengdong and Yin Baohong, respectively and irrevocably, hereby covenant with and undertake to Zhongxi Healthcare Education as at the date hereof that: (a) If, as a shareholder of Beijing Champion Healthcare Education Technology Co., Ltd. (“Champion Healthcare Education”), I receive any dividends, interests, other distributions or] [Beijing Champion Healthcare Education Technology Co., Ltd. To: I refer to the Exclusive Business Cooperation Agreement (the “Agreement”) entered into by and between us as of December 28, 2015. According to Article 2.5 of the Agreement, I, Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd., shall provide you financial support, if any operating loss or critical operation adversity occurs in] [Tri-party Agreement re VIE Structure This Tri-party Agreement (“Agreement”) is entered into as of December 28, 2015 in Beijing by and among the following parties: (1) Party A: Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd., a wholly foreign-owned enterprise legally incorporated in Beijing and duly exists under the laws of the People’s Republic of China (“PRC”, for purpose of] [Spouse Consent Transaction Documents Domestic Company (1) WFOE The Equity Pledge Agreement entered into by and among Baohong Yin, Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd. (“ (2) The Exclusive Option Agreement entered into by and among Baohong Yin, WFOE, Domestic Company and other relevant party on the date of this consent letter; (3) The Power of Attorney executed] [Spouse Consent Transaction Documents Domestic Company (1) WFOE The Equity Pledge Agreement entered into by and among Zhengdong Zhu, Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd. (“ (2) The Exclusive Option Agreement entered into by and among Zhengdong Zhu, WFOE, Domestic Company and other relevant party on the date of this consent letter; (3) The Power of Attorney executed] [Wholly Owned Subsidiaries: Place of Incorporation 1. China Healthcare Investment Limited British Virgin Islands 2. DL Education Service, LLC U.S. 3. China Distance Education Ltd. Hong Kong 4. China Healthcare Education Limited Hong Kong 5. Practice Enterprises Network China International Links Ltd. Hong Kong 6. Beijing Champion Distance Education Technology Co., Ltd. PRC 7. Beijing Champion Education Technology Co., Ltd.] [Certification by the Chief Executive Officer I, Zhengdong Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education 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] [Certification by the Chief Financial Officers We, Mark Marostica and Philip Chan, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education 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,] [Certification by the Chief Executive Officer Zhengdong Zhu Chief Executive Officer EX-13.1 15 d29700dex131.htm EX-13.1] [Certification by the Co-Chief Financial Officers Mark Marostica Co-Chief Financial Officer Philip Chan Co-Chief Financial Officer EX-13.2 16 d29700dex132.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-157129 on Form S-8 of our reports dated January 27, 2016 relating to the consolidated financial statements and financial statement schedule of China Distance Education Holdings Limited, its subsidiaries, variable interest entity and the subsidiaries of its variable interest entity (collectively, the] [January 27, 2016 Company China Distance Education Holdings Limited (the “ 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Ladies and Gentlemen: Sincerely yours, Jingtian & Gongcheng EX-15.2 18 d29700dex152.htm EX-15.2]

By | 2016-03-18T08:39:08+00:00 January 27th, 2016|Categories: Chinese Stocks, DL, SEC Original|Tags: , , , , , |0 Comments
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DL [China Distance Education] 20-F: Page INTRODUCTION 1 1 PART I ITEM 1.

[Page INTRODUCTION 1 1 PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 34 ITEM 4A. UNRESOLVED STAFF COMMENTS 60 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 60 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 82 ITEM] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (this “ Party A: Address: Room 1810, 18/F, 1 Zhichun Road, Haidian District, Beijing Party B: Address: Room 303A, 3/F, 1 Zhichun Road, Haidian District, Beijing Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and collectively as the “Parties”. Whereas, 1.] [Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is executed by and among the following parties on December 28, 2015 in Beijing, the People’s Republic of China (the “PRC”): Party A : (hereinafter “Pledgee”) Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd., a wholly foreign owned enterprise incorporated and existing under the laws of the PRC with its address] [Exclusive Option Agreement Agreement PRC This Exclusive Option Agreement (this “ Party A: Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd., a wholly foreign owned enterprise, incorporated and existing under the laws of the PRC, with its address at Room 1810, 18/F, 1 Zhichun Road, Haidian District, Beijing; Party B: Zhengdong Zhu, a PRC citizen with PRC Identification No.: 320102196806142439] [Power of Attorney 79 Domestic Company WFOE My Shareholding I, Zhengdong Zhu, a PRC citizen with PRC Identification Card No.: 320102196806142439, and a holder of WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to 1) attend shareholders’ meetings of Domestic Company;] [Power of Attorney 21 Domestic Company WFOE My Shareholding I, Baohong Yin, a PRC citizen with PRC Identification Card No.: 320102196710242849, and a holder of WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to 1) attend shareholders’ meetings of Domestic Company;] [LETTER OF UNDERTAKING Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd. To: We, Zhu Zhengdong and Yin Baohong, respectively and irrevocably, hereby covenant with and undertake to Zhongxi Healthcare Education as at the date hereof that: (a) If, as a shareholder of Beijing Champion Healthcare Education Technology Co., Ltd. (“Champion Healthcare Education”), I receive any dividends, interests, other distributions or] [Beijing Champion Healthcare Education Technology Co., Ltd. To: I refer to the Exclusive Business Cooperation Agreement (the “Agreement”) entered into by and between us as of December 28, 2015. According to Article 2.5 of the Agreement, I, Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd., shall provide you financial support, if any operating loss or critical operation adversity occurs in] [Tri-party Agreement re VIE Structure This Tri-party Agreement (“Agreement”) is entered into as of December 28, 2015 in Beijing by and among the following parties: (1) Party A: Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd., a wholly foreign-owned enterprise legally incorporated in Beijing and duly exists under the laws of the People’s Republic of China (“PRC”, for purpose of] [Spouse Consent Transaction Documents Domestic Company (1) WFOE The Equity Pledge Agreement entered into by and among Baohong Yin, Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd. (“ (2) The Exclusive Option Agreement entered into by and among Baohong Yin, WFOE, Domestic Company and other relevant party on the date of this consent letter; (3) The Power of Attorney executed] [Spouse Consent Transaction Documents Domestic Company (1) WFOE The Equity Pledge Agreement entered into by and among Zhengdong Zhu, Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd. (“ (2) The Exclusive Option Agreement entered into by and among Zhengdong Zhu, WFOE, Domestic Company and other relevant party on the date of this consent letter; (3) The Power of Attorney executed] [Wholly Owned Subsidiaries: Place of Incorporation 1. China Healthcare Investment Limited British Virgin Islands 2. DL Education Service, LLC U.S. 3. China Distance Education Ltd. Hong Kong 4. China Healthcare Education Limited Hong Kong 5. Practice Enterprises Network China International Links Ltd. Hong Kong 6. Beijing Champion Distance Education Technology Co., Ltd. PRC 7. Beijing Champion Education Technology Co., Ltd.] [Certification by the Chief Executive Officer I, Zhengdong Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education 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] [Certification by the Chief Financial Officers We, Mark Marostica and Philip Chan, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education 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,] [Certification by the Chief Executive Officer Zhengdong Zhu Chief Executive Officer EX-13.1 15 d29700dex131.htm EX-13.1] [Certification by the Co-Chief Financial Officers Mark Marostica Co-Chief Financial Officer Philip Chan Co-Chief Financial Officer EX-13.2 16 d29700dex132.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-157129 on Form S-8 of our reports dated January 27, 2016 relating to the consolidated financial statements and financial statement schedule of China Distance Education Holdings Limited, its subsidiaries, variable interest entity and the subsidiaries of its variable interest entity (collectively, the] [January 27, 2016 Company China Distance Education Holdings Limited (the “ 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Ladies and Gentlemen: Sincerely yours, Jingtian & Gongcheng EX-15.2 18 d29700dex152.htm EX-15.2]

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ZPIN [Zhaopin] 20-F: (Original Filing)

[TABLE OF CONTENTS INTRODUCTION] [List of Significant Subsidiaries and Affiliated Entities of Zhaopin Limited Name Jurisdiction of Incorporation Subsidiaries: Zhilian Wangpin (Beijing) Technology Co., Ltd. PRC Zhilian Yipin (Beijing) Technology Co., Ltd. PRC Guangdong Zhilian Culture & Media Co., Ltd. PRC Beijing Wangpin Consulting Co., Ltd. PRC Affiliated Entities: Beijing Zhilian Sanke Human Resources Service Co., Ltd. PRC Shenyang Zhilian Wangpin Advertising Co., Ltd.] [I, Evan Sheng Guo, certify that: 1. I have reviewed this annual report on Form 20-F of Zhaopin 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 statements] [Certification by the Principal Financial Officer I, James Jianmin Guo, certify that: 1. I have reviewed this annual report on Form 20-F of Zhaopin 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. November 16, 2015 Evan Sheng Guo Chief Executive Officer] [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. November 16, 2015 James Jianmin Guo Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-198778) of Zhaopin Limited of our report dated November 16, 2015 Beijing, the People’s Republic of China November 16, 2015 普华永道中天会计师事务所 特殊普通合伙 北京分所 ( PricewaterhouseCoopers Zhong Tian LLP, Beijing Branch, 26/F Office Tower A Beijing Fortune Plaza,] [通 商 律 師 事 務 所 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 November 16, 2015 Zhaopin Limited 5/F, Shoukai Plaza No.10 Furong Street Wangjing, Chaoyang District, Beijing People’s Republic of China Dear Sir,]

By | 2016-03-16T14:50:32+00:00 November 16th, 2015|Categories: Chinese Stocks, SEC Original, ZPIN|Tags: , , , , , |0 Comments
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ZPIN [Zhaopin] 20-F: TABLE OF CONTENTS INTRODUCTION

[TABLE OF CONTENTS INTRODUCTION] [List of Significant Subsidiaries and Affiliated Entities of Zhaopin Limited Name Jurisdiction of Incorporation Subsidiaries: Zhilian Wangpin (Beijing) Technology Co., Ltd. PRC Zhilian Yipin (Beijing) Technology Co., Ltd. PRC Guangdong Zhilian Culture & Media Co., Ltd. PRC Beijing Wangpin Consulting Co., Ltd. PRC Affiliated Entities: Beijing Zhilian Sanke Human Resources Service Co., Ltd. PRC Shenyang Zhilian Wangpin Advertising Co., Ltd.] [I, Evan Sheng Guo, certify that: 1. I have reviewed this annual report on Form 20-F of Zhaopin 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 statements] [Certification by the Principal Financial Officer I, James Jianmin Guo, certify that: 1. I have reviewed this annual report on Form 20-F of Zhaopin 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. November 16, 2015 Evan Sheng Guo Chief Executive Officer] [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. November 16, 2015 James Jianmin Guo Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-198778) of Zhaopin Limited of our report dated November 16, 2015 Beijing, the People’s Republic of China November 16, 2015 普华永道中天会计师事务所 特殊普通合伙 北京分所 ( PricewaterhouseCoopers Zhong Tian LLP, Beijing Branch, 26/F Office Tower A Beijing Fortune Plaza,] [通 商 律 師 事 務 所 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 November 16, 2015 Zhaopin Limited 5/F, Shoukai Plaza No.10 Furong Street Wangjing, Chaoyang District, Beijing People’s Republic of China Dear Sir,]

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HOLI [Hollysys Automation Technologies] 20-F: (Original Filing)

[HOLLYSYS AUTOMATION TECHNOLOGIES LTD. ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED JUNE 30, 2015 TABLE OF CONTENTS Page PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE] [LIST OF SUBSIDIARIES OF HOLLYSYS AUTOMATION TECHNOLOGIES LTD. Subsidiaries Jurisdiction of incorporation Hollysys International Pte. Limited Singapore Hollysys (Asia Pacific) Pte. Limited Singapore Hollysys Automation India Private Limited India Gifted Time Holdings Limited British Virgin Islands Clear Mind Limited British Virgin Islands World Hope Enterprises Limited Hong Kong Concord Solution (HK) Limited Hong Kong Hollycon (Italy) Pte. Ltd. S.R.L Italy] [CERTIFICATIONS I, Baiqing Shao, certify that: 1. I have reviewed this annual report on Form 20-F of Hollysys Automation Technologies Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATIONS I, Herriet Qu, certify that: 1. I have reviewed this annual report on Form 20-F of Hollysys Automation Technologies Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of June 30, 2015 and results of operations of the Company for the year ended June 30, 2015. Baiqing Shao Chief Executive Officer September 25, 2015] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of June 30, 2015 and results of operations of the Company for the year ended June 30, 2015. Herriet Qu Chief Financial Officer (Principal Financial Officer) September 25, 2015] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-170811) pertaining to the 2006 Stock Plan of Hollysys Automation Technologies Ltd. of our reports dated September 25, 2015, with respect to the consolidated financial statements of Hollysys Automation Technologies Ltd., and the effectiveness of internal control over financial]

By | 2016-03-31T16:20:49+00:00 September 25th, 2015|Categories: Chinese Stocks, HOLI, SEC Original|Tags: , , , , , |0 Comments
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HOLI [Hollysys Automation Technologies] 20-F: HOLLYSYS AUTOMATION TECHNOLOGIES LTD. ANNUAL REPORT ON FORM

[HOLLYSYS AUTOMATION TECHNOLOGIES LTD. ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED JUNE 30, 2015 TABLE OF CONTENTS Page PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE] [LIST OF SUBSIDIARIES OF HOLLYSYS AUTOMATION TECHNOLOGIES LTD. Subsidiaries Jurisdiction of incorporation Hollysys International Pte. Limited Singapore Hollysys (Asia Pacific) Pte. Limited Singapore Hollysys Automation India Private Limited India Gifted Time Holdings Limited British Virgin Islands Clear Mind Limited British Virgin Islands World Hope Enterprises Limited Hong Kong Concord Solution (HK) Limited Hong Kong Hollycon (Italy) Pte. Ltd. S.R.L Italy] [CERTIFICATIONS I, Baiqing Shao, certify that: 1. I have reviewed this annual report on Form 20-F of Hollysys Automation Technologies Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATIONS I, Herriet Qu, certify that: 1. I have reviewed this annual report on Form 20-F of Hollysys Automation Technologies Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of June 30, 2015 and results of operations of the Company for the year ended June 30, 2015. Baiqing Shao Chief Executive Officer September 25, 2015] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of June 30, 2015 and results of operations of the Company for the year ended June 30, 2015. Herriet Qu Chief Financial Officer (Principal Financial Officer) September 25, 2015] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-170811) pertaining to the 2006 Stock Plan of Hollysys Automation Technologies Ltd. of our reports dated September 25, 2015, with respect to the consolidated financial statements of Hollysys Automation Technologies Ltd., and the effectiveness of internal control over financial]

By | 2016-03-31T16:21:52+00:00 September 25th, 2015|Categories: Chinese Stocks, HOLI, Webplus ver|Tags: , , , , , |0 Comments
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