[New Oriental Education & Technology Group Inc. Louis T. Hsieh President and Chief Financial Officer 2 3 New Oriental Announces Results for the Third Fiscal Quarter Ended February 28, 2011 Net Revenues Increased by 48.6% Year-Over-Year Net Income Attributable to New Oriental Increased by 68.1% Year-Over-Year BEIJING, April 27, 2011 /PRNewswire-Asia/ New Oriental Education and Technology Group Inc. (the]
[New Oriental Education & Technology Group Inc. Louis T. Hsieh President and Chief Financial Officer 2 3 New Oriental Announces Results for the Third Fiscal Quarter Ended February 28, 2011 Net Revenues Increased by 48.6% Year-Over-Year Net Income Attributable to New Oriental Increased by 68.1% Year-Over-Year BEIJING, April 27, 2011 /PRNewswire-Asia/ New Oriental Education and Technology Group Inc. (the]
[¨ ¨ CALCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of Securities to be Registered (3) Proposed Maximum Aggregate (4) Amount of Ordinary shares, par value US$0.0001 per ordinary share US$250,000,000 US$29,025 (1) American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-173588).] [12,900,000 American Depositary Shares representing 51,600,000 Ordinary Shares, par value US$0.0001 per Ordinary Share China Zenix Auto International Limited UNDERWRITING AGREEMENT May , 2011 May , 2011 Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf London, E14 4QA United Kingdom Schedule I As Representative of the several Underwriters named in Ladies and Gentlemen: Company Schedule I Underwriters] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We also consent to the reference to us under the heading Selected Consolidated Financial Data and Experts in such Prospectus. Hong Kong April 27, 2011 EX-23.1 3 dex231.htm CONSENT OF DELOITTE TOUCH TOHMATSU]
[FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Jiayuan.com International Ltd. Cayman Islands Not Applicable (State of incorporation or organization) (I.R.S. Employer Identification No.) Room 1005, Changxin Building Title of each class Name of each exchange on which each to be so registered class is to be registered American depositary shares, each two American depositary shares representing three ordinary]
[FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Jiayuan.com International Ltd. Cayman Islands Not Applicable (State of incorporation or organization) (I.R.S. Employer Identification No.) Room 1005, Changxin Building Title of each class Name of each exchange on which each to be so registered class is to be registered American depositary shares, each two American depositary shares representing three ordinary]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS JIAYUAN.COM INTERNATIONAL LTD. (Exact name of issuer of deposited securities as specified in its charter) N/A The Cayman Islands ) (Jurisdiction of incorporation or organization of issuer CITIBANK, N.A. ) (Exact name of depositary as specified in its charter 399 Park] [DEPOSIT AGREEMENT by and among JIAYUAN.COM INTERNATIONAL LTD. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of ________, 2011 TABLE OF CONTENTS Page No. ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 2 Section 1.4] [April 27, 2011 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Registration Statement SEC Securities Act ADSs Company Deposit Agreement ADR Shares We refer to the Registration Statement on Form F-6 (the “ IRS Assuming that, at the time of their issuance, the Registration Statement will have been declared effective by the]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS JIAYUAN.COM INTERNATIONAL LTD. (Exact name of issuer of deposited securities as specified in its charter) N/A The Cayman Islands ) (Jurisdiction of incorporation or organization of issuer CITIBANK, N.A. ) (Exact name of depositary as specified in its charter 399 Park] [DEPOSIT AGREEMENT by and among JIAYUAN.COM INTERNATIONAL LTD. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of ________, 2011 TABLE OF CONTENTS Page No. ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 2 Section 1.4] [April 27, 2011 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Registration Statement SEC Securities Act ADSs Company Deposit Agreement ADR Shares We refer to the Registration Statement on Form F-6 (the “ IRS Assuming that, at the time of their issuance, the Registration Statement will have been declared effective by the]
[AMENDMENT NO. 1 TO Form F-1 REGISTRATION STATEMENT Jiayuan.com International Ltd. Not Applicable Cayman Islands 7371 Not Applicable Room 1005, Changxin Building CT Corporation System (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David S. Wang, Esq. David T. Zhang, Esq. Approximate date of commencement of proposed sale to the public:] [SHAREHOLDERS AGREEMENT DATED THIS 14TH DAY OF MAY 2007 BY AND AMONG HARPER CAPITAL INC. (as Company) each of the Persons listed on Schedule 1 hereto (as Investors) each of the Persons listed on Schedule 2 hereto (as Key Holders) SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. (as Domestic Company) FLOWER TREE LIMITED (as Flower Tree) and MI YUAN (SHANGHAI) INFORMATION] [PREFERRED SHARE PURCHASE AGREEMENT DATED THIS 16TH DAY OF APRIL 2007 BY AND AMONG HARPER CAPITAL INC. (as Company) SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. (as Domestic Company) SOUYUAN (SHANGHAI) TECHNOLOGY CO., LTD. (as WFOE) the Persons listed on Schedule 1 (as Purchasers) AND the Persons listed on Schedule 2 (as Founders) TABLE OF CONTENTS Page 1. PURCHASE AND SALE] [LOAN AGREEMENT This LOAN AGREEMENT is entered into on July 10, 2007 in Beijing by and between the following parties: 1. The Lender: MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. , a limited liability company established and existing under the laws of the PRC, with the registered address at Room 1701-9, No. 98 Songhu Road, Yangpu District, Shanghai 2. The Borrower:] [Confidential RESTATED LOAN AGREEMENT By and among HAIYAN GONG XU LIU And MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. January 25, 2011 1 RESTATED LOAN AGREEMENT Agreement This RESTATED LOAN AGREEMENT RESTATEMENT (this 1. HAIYAN GONG , a citizen of China (Chinese ID No.: [*****************]*); 2. XU LIU, a citizen of China (Chinese ID No.: [*****************]*); Borrowers Borrower (Haiyan Gong] [Confidential AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU AND OTHERS MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. And SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. January 25, 2011 1 AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement China PRC This AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT (this] [Confidential AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU and OTHERS And MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. January 25, 2011 1 AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT Agreement Beijing China PRC This AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT (this (1) HAIYAN GONG Chinese ID No.: [*****************]*] [Confidential AMENDED AND RESTATED SHAREHOLDERS VOTING RIGHTS ENTRUSTMENT AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. And HAIYAN GONG XU LIU AND OTHERS January 25, 2011 1 AMENDED AND RESTATED SHAREHOLDERS VOTING RIGHTS ENTRUSTMENT AGREEMENT Agreement China PRC This AMENDED AND RESTATED (1) MIYUAN (SHANGHAI)] [Confidential EXCLUSIVE EQUITY TRANSFER OPTION AGREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU AND OTHERS BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. And BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. February 17 , 2011 1 EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement China PRC This EXCLUSIVE PURCHASE OPTION AGREEMENT (this 1. HAIYAN GONG , a citizen] [Confidential EQUITY PLEDGE AGREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU and others And BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. February 17, 2011 1 EQUITY PLEDGE AGREEMENT Agreement Beijing China PRC This EQUITY PLEDGE AGREEMENT (this (1) HAIYAN GONG Chinese ID No.: [*****************]* (2) XU LIU Chinese ID No.: [*****************]* (3) YONGQIANG] [Confidential SHAREHOLDERS VOTING RIGHTS ENTRUSTMENT AGREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. HAIYAN GONG And XU LIU And Others February 17, 2011 1 SHAREHOLDERS VOTING RIGHTS ENTRUSTMENT AGREEMENT Agreement China PRC This SHAREHOLDERS VOTING RIGHTS ENTRUSTMENT AGREEMENT (the (1) BEIJING MIYUAN INFORMATION TECHNOLOGY] [Confidential LOAN AGREEMENT By and among HAIYAN GONG YU ZHANG And BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. February 17, 2011 1 LOAN AGREEMENT Agreement This LOAN AGREEMENT (this 1. HAIYAN GONG , a citizen of China (Chinese ID No.: [*****************]*) 2. YU ZHANG, a citizen of China (Chinese ID No.: [*****************]*); Borrower Borrowers (Hereinafter individually referred to as a] [2011 Cooperation Agreement Contract No.: ON-C-111011-01 Party A: Shanghai Huaqianshu Information Technology Co., Ltd. Address: Room 1114, No.1 Lane 27, Guotai Road, Yangpu District, Shanghai Legal representative: Qian Yongqiang Tel.: 010-64428783 Fax: 010-64422942 Contact person: Yang Xiaojing Email: yangxiaojing@jiayuan.com Party B: Beijing Angran Times Advertising Co., Ltd. Address: Room 203, No.4 Building, Zijin Digital Park, Zhichun Road, Haidian District, Beijing] [CONTRACT FOR ADVERTISEMENT PUBLISHING AT WWW.HAO123.COM Contract No.: 20101227 PARTY A: SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. PARTY B: BEIJING TONGZHOU KUXUN MEDIA ADVERTISING CO., LTD. Based on the principles of efficiency and promptness, with regard to matters related to Party As advertisement publishing on the website www.hao123.com, the parties hereby agree to the following terms. ARTICLE I. DETAILS OF] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1/A of Jiayuan.com International Ltd. of our report dated March 8, 2011, except for Note 19(c), (e) and (f) which are as of April 20, 2011, relating to the consolidated financial statements of Jiayuan.com International Ltd., which appears in such Registration]
