[] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF NETQIN MOBILE INC. (Adopted by Special Resolution on December 15, 2010) 1. NETQIN MOBILE INC. The name of the Company is 2. The Registered Office of the Company shall be at the offices of CARD Corporate Services Ltd. of] [THE COMPANIES LAW (2010 REVISION) SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF NETQIN MOBILE INC. (Adopted by a Special Resolution 1. The name of the Company is NetQin Mobile Inc. 2. The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands, or at] [TRANSFER I (the Transferor) for the value received DO HEREBY transfer to (the Transferee) the Class A Common Shares standing in my name in the undertaking called NETQIN MOBILE INC. To hold the same unto the Transferee Dated Signed by the Transferor in the presence of: Witness Transferor EX-4.2 4 h04742a1exv4w2.htm EX-4.2] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT Company Depositary W I T N E S S E T H T H A T: WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE ARTICLE I. DEFINITIONS All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: Affiliate SECTION 1.1 “ Agent SECTION 1.2 “ American Depositary] [THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement THIS THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ (1) NETQIN MOBILE INC. Company (2) RPL HOLDINGS LIMITED, Founders’ HoldCo ; (3) NETQIN MOBILE (BEIJING) TECHNOLOGY CO., LTD PRC PRC Subsidiary (4) BEIJING NETQIN TECHNOLOGY CO., LTD Domestic Enterprise” Group Companies Group Company (5) Founders Founder the persons listed on (6) Series A] [NETQIN MOBILE INC. THIRD AMENDED AND RESTATED VOTING AGREEMENT “Agreement” “Company” “Investor,” “Investors” “Founder,” “Founders” “Founders’ HoldCo” “Domestic Enterprise” “PRC Subsidiary”, “Group Companies” “Shareholders”. THIS THIRD AMENDED AND RESTATED VOTING AGREEMENT (this RECITALS “Common Shares” A. The Founders, indirectly through their respective ownership interests in the Founders’ HoldCo, are the holders of 50,352,941 common shares of the Company, par value] [SERIES C PREFERRED SHARE PURCHASE AGREEMENT DATED THIS 26 th DAY OF APRIL, 2010 BY AND AMONG NETQIN MOBILE INC. (as “Company”) BEIJING NETQIN TECHNOLOGY CO., LTD (as “Domestic Enterprise”) NETQIN MOBILE (BEIJING) TECHNOLOGY CO., LTD (as “PRC Subsidiary”) the Persons listed on (as “Investors”) the Persons listed on (as “Founders”) AND RPL HOLDINGS LIMITED (as “Founders’ HoldCo”) SERIES C] [SERIES C-1 PREFERRED SHARE PURCHASE AGREEMENT th DATED THIS 12 BY AND AMONG NETQIN MOBILE INC. (as “Company”) BEIJING NETQIN TECHNOLOGY CO., LTD (as “Domestic Enterprise”) NETQIN MOBILE (BEIJING) TECHNOLOGY CO., LTD (as “PRC Subsidiary”) the Persons listed on (as “Investors”) the Persons listed on (as “Founders”) AND RPL HOLDINGS LIMITED (as “Founders’ HoldCo”) SERIES C-1 PREFERRED SHARE PURCHASE AGREEMENT] [Our ref DLK\661944\4401727v2 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com Subject to review and amendment NetQin Mobile Inc. 2011 Dear Sirs NetQin Mobile Inc. Company Registration Statement Commission Offering ADSs New Shares Selling Shareholders Sale Shares We have acted as Cayman Islands legal advisers to NetQin Mobile Inc. (the “ 1 Documents Reviewed For the purposes of this opinion, we] [, 2011 NetQin Mobile Inc. Initial Public Offering of NetQin Mobile Inc. (the “Company”) Re: Ladies and Gentlemen: In connection with rendering the opinion set forth herein, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and NetQin Mobile Inc. (b) such other documents, certificates, and records as we have deemed necessary or] [JINCHENG TONGDA & NEAL 10th Floor, China World Tower, No.1 Jianguo Menwai Avenue, Beijing 100004, China Tel :(86-10) 5706-8585 Fax :(86-10) 6518-5057, 8515-0267 NetQin Mobile Inc. Re: NetQin Mobile Inc. Public Offering March______, 2011 Dear Sirs, PRC We are qualified lawyers of the People’s Republic of China (the “ Company ADSs Ordinary Shares Offering Listing Transaction We are acting as] [NETQIN MOBILE INC. AMENDED AND RESTATED 2007 GLOBAL SHARE PLAN (Adopted by the Company’s Board of Directors on December 15, 2007, Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Award Agreement (e) “ Board (f) “ Change in Control (g) “ (i) any “person” (as such term] [NETQIN MOBILE INC. 2011 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the NetQin Mobile Inc. 2011 Share Incentive Plan (the “ 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] [INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as a director/an executive officer of the Company and in such capacity will render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee] [EMPLOYMENT AGREEMENT Agreement” Effective Date Company Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its B. The Executive desires to be employed by the Company as its AGREEMENT The parties hereto agree as follows: 1. POSITION Employment The Executive hereby accepts a position of 2. TERM 3. PROBATION No probationary period.] [Business Operations Agreement June 5, 2007 This Business Operations Agreement (the “Agreement”) is made and entered into by and between the following parties (the “Parties”) in Beijing on Party A: NetQin Mobile (Beijing) Technology Co., Ltd. (“NetQin Beijing”) Address: Room 1238-1, Building 1-B, Enterprise Incubator, Zhongguancun Software Industrial Park, Dongbeiwang, Haidian District, Beijing, China Legal Representative: Lin Yu Party B:] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (hereinafter referred to as the “Agreement”) is executed on August 6th, 2007 in Beijing by the following parties: Party A: NetQin Mobile (Beijing) Technology Co., Ltd. Party B: Lin Yu, ID number: 352124197612060013 Zhou Xu, ID number: 110104690310301 Shi Wenyong, ID number: 352124197711280513 Wheareas: 1. Party A is an existing wholly] [Exclusive Technical Consulting Services Agreement This Exclusive Technical Consulting Services Agreement (the “Agreement”) has been signed by the following two parties on June 5, 2007 in Beijing, China. Party A: NetQin Mobile (Beijing) Technology Co., Ltd (“NetQin Beijing”) Party B: Beijing NetQin Technology Co., Ltd (“NetQin Technology”) Whereas: 1. Party A is a foreign-owned enterprise incorporated and existing in the] [Equity Disposition Agreement This Equity Disposition Agreement (the “Agreement”) is executed in Beijing of China on June 5, 2007 by the following parties (the “Parties”): Party A: NetQin Mobile (Beijing) Technology Co., Ltd. (“NetQin Beijing”) Party B: Lin Yu (ID: 352124197612060013) Zhou Xu (ID: 110104690310301) Shi Wenyong (ID: 352124197711280513) Party C: Beijing NetQin Technology Co., Limited (“NetQin Technology”) Whereas: 1.] [Loan Agreement This Loan Agreement (this “Agreement”) dated June 5, 2007 is made in Beijing by and between: Party A: NetQin Mobile (Beijing) Co., Ltd. Registered Address: Unit B-1328-1, Tower #1, Beijing Zhongguancun Software Park Incubator, Beijing Legal Representative: Lin Yu Party B: Lin Yu ID No.: 352124197612060013 Address:, Grade-98 Post-graduate, 10 Western Tucheng Road, Haidian District, Beijing Zhou Xu] [Value-added Information Services Channel Cooperation Agreement (Overseas) Party A: Tianjin Yidatong Technology Development Co., Ltd. Postal Code: 100055 Contact Person: Xu Rong And Party B: NetQin Mobile Inc. Address: 4 Building, 11 Hepingli East Street, Dongcheng District, Beijing Postal Code: 100013 Contact Person: Dang Jingfeng (Collectively, the “Parties”) Through thorough negotiations, the Parties hereby agree as follows regarding the cooperation] [WIRELESS VALUE-ADDED APPLICATION SERVICES CHANNEL COOPERATION AGREEMENT (Domestic) Between Beijing NetQin Technology Co., Ltd. And Tianjin Yidatong Technology Development Co., Ltd. 1 Party A: Tianjin Yidatong Technology Development Co., Ltd. Party B: Beijing NetQin Technology Co., Ltd. Legal representative: XU Rong Legal representative: LIN Yu Address: 502-2, Block 1, Haowei Building, 8 Dasan Dajie, Tianjin Development Zone Address: 27/F, Tower] [Y.Y.X.J. Contract [2008] No.3 Framework Agreement on Value Added Services Between China Mobile Communications Corporation And Beijing NetQin Technology Co., Limited January, 2008 Beijing, China Security Classification: Private and Confidential Contract No.: Framework Agreement on Value Added Services for Mobile Party A Party B WHEREAS Party A is a super-large telecommunication company, the mobile telecommunication service partner for the 2008] [Business Cooperation Agreement Party A: China Mobile Group Beijing Co., Ltd. Address: 7 Dongzhimen South Avenue, Dongcheng District, Beijing Postal Code: 100007 Tel: 86-10-52186699 Facsimile: 86-10-65541330 Bank: Chang’an Sub-branch, Beijing Branch, Industrial and Commercial Bank of China Account No.: * Party B: Beijing NetQin Technology Co., Ltd. Address: Building #4, 11 Heping East Street, Dongcheng District, Beijing Postal Code: 100013] [Place of Incorporation Subsidiaries NetQin US Inc. NetQin International Ltd. Hong Kong NetQin Mobile (Beijing) Co., Ltd. PRC Variable Interest Entity Beijing NetQin Technology Co., Ltd. PRC Subsidiary of Variable Interest Entity PRC 1 EX-21.1 26 h04742a1exv21w1.htm EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1/A of NetQin Mobile Inc. of our report dated February 18, 2011, except for Note 19 which is as of March 16, 2011, relating to the consolidated financial statements of NetQin Mobile Inc., which appears in such Registration Statement. We also] [NETQIN MOBILE INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting]