[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS, DATED , 2011 American Depositary Shares Taomee Holdings Limited Representing Ordinary Shares This is an initial public offering of our American depository shares, or ADSs. We are offering ADSs. Each ADS represents ordinary share[s], par value US$0.00002 per share. The underwriters have an option to purchase up to additional ADSs from us at the initial] [Company No.: 217775 SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Taomee Holdings Limited 淘米控股有限公司 (Adopted by Special Resolution passed on February 14, 2011) INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2010 Revision) Company Limited by Shares SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Taomee Holdings Limited (Adopted by Special Resolution passed on February 14, 2011)] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TAOMEE HOLDINGS LIMITED — (adopted by a Special Resolution passed on [ immediately upon completion of the Company’s initial public offering of ordinary shares represented by American Depositary Shares) THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN] [Dated May 6, 2009 SHAREHOLDERS AGREEMENT Concerning Taomee Holdings Limited (a company incorporated in the Cayman Islands with limited liability) LL RIGHT AW FFICES A Hong Kong Plaza 28th Floor 283 Huaihai Middle Road, Luwan District Shanghai, P. R. China 200021 Telephone: (86 21) 2326-1888; Facsimile: (86 21) 2326-1999 Website: www.allbrightlaw.com INDEX 1. BOARD OF DIRECTORS 3 2. DIVIDENDS 4] [Our ref RDS\661280\4280263v4 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Taomee Holdings Limited 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China 18 May 2011 Dear Sirs Taomee Holdings Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Taomee Holdings Limited (the “ 1 Documents Reviewed For] [Taomee Holdings Limited 16/F, Building No. A-2 No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China Re: Company American Depositary Shares of Taomee Holdings Limited (the “ Ladies and Gentlemen: ADSs Shares Registration Statement Act Commission In connection with the public offering on the date hereof of American Depositary Shares (“ The facts, as we understand them,] [To: Taomee Holdings Limited 16/F, Building No. A-2 No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China Re: Tax Matters in connetion with the Listing of Taomee Holdings Limited May 18, 2011 Dear Sirs, PRC PRC Laws We are qualified lawyers of the People’s Republic of China (the “ Company We are acting as the PRC counsel] [To: Taomee Holdings Limited 16/F, Building No. A-2 No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China Re: the Listing of Taomee Holdings Limited May 18, 2011 Dear Sirs, PRC PRC Laws We are qualified lawyers of the People’s Republic of China (the “ Company Listing We are acting as the PRC counsel for Taomee Holdings Limited] [TAOMEE HOLDINGS LIMITED 2009 STOCK OPTION PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) “ Affiliate Associate (b) “ (c) “ Assumed (d) “ Award (e) “ Award Agreement (f) “ Board (g) “ Cause (h) “ 1 Change in Control (i) “ (ii) a change in the composition of the Board over a period of twelve (12)] [TAOMEE HOLDINGS LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE Plan Company The purpose of the Taomee Holdings Limited 2010 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 This Indemnification Agreement (the “Agreement”) is entered into as of RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to] [EMPLOYMENT AGREEMENT Agreement” Column A Company Column B Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the] [Loan Agreement between Shanghai Shengran Information Technology Co., Ltd. and Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen Signed on June 12, 2009 in Shanghai 1 Loan Agreement this Agreement THIS LOAN AGREEMENT ( Shanghai Shengran Information Technology Co., Ltd. And Zeng Liqing, Wang Haibing, Wei Zhen Cheng Yunpeng Wang Bin, Zeng Liqing, Wang Haibing, Wei Zhen, Cheng] [Proxy Agreement Among Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen and Feng Yuliang Shanghai Shengran Information Technology Co., Ltd. and Shanghai Taomee Network Technology Co., Ltd. December 31, 2009, Shanghai 1 Proxy Agreement THIS PROXY AGREEMENT (“this Agreement”) was entered into by and among the following parties on December 31, 2009: (1) Zeng Liqing, ID card No.] [Option Agreement between Shanghai Shengran Information Technology Co., Ltd. And Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen and Feng Yuliang Signed on December 31, 2009 in Shanghai 1 Option Agreement this Agreement THIS OPTION AGREEMENT (“ Shanghai Shengran Information Technology Co., Ltd. And Zeng Liqing, ID Card No.: 610113197001232130 Wang Haibing, ID Card No.: 342623198009143416 Wei Zhen,] [Business Operation Agreement Among Shanghai Shengran Information Technology Co., Ltd. Shanghai Taomee Network Technology Co., Ltd. And Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen and Feng Yuliang December 31, 2009, Shanghai 1 Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) was entered into by and among the following parties (the “Parties”) in Shanghai, PRC on December] [Commercial Cooperation Agreement Party A: Shanghai Shengran Information Technology Co., Ltd. Party B: Shanghai Taomee Network Technology Co., Ltd. WHEREAS: 1. Party A, a wholly foreign-owned limited liability company legally registered and operating within the territory of China, mainly engages in computer software development, design and production, network technology development and design, sales of self-produced products, and providing relevant technical] [Equity Interest Pledge Agreement Among Zeng Liqing, Wang Bin, Wang Haibing, Cheng Yunpeng, Wei Zhen, Feng Yuliang Shanghai Shengran Information Technology Co., Ltd. and Shanghai Taomee Network Technology Co., Ltd. March 17, 2010, Shanghai 1 Equity Interest Pledge Agreement Agreement Parties THIS EQUITY INTEREST PLEDGE AGREEMENT (the “ Pledgee: Pledgee Shanghai Shengran Information Technology Co., Ltd. (hereinafter referred to as] [Shenzhen Ruigao Information Technology Co., Ltd. Equity Investment Agreement Party A: Shenzhen Decent Investment Limited Shanghai Taomee Network Technology Co., Ltd. Qiu Weimin Party B: Wang Sheng Article 1 Equity Structure 1. Both parties shall hold 70% (hereinafter referred to as the “Contributed Equity”) of total equity of the Invested Company in the form of cash contribution, and the specific] [Joint Operation Agreement for Dandantang Game Zone THIS JOINT OPERATION AGREEMENT for DANDANTANG GAME ZONE (“this Agreement”) was entered into by and between the following two parties on September 9, 2010. Parties hereto: Party A: Shanghai Taomee Network Technology Co., Ltd. Address: 16/F, Building No. A-2, 1528 Gumei Road, Xuhui District, Shanghai Party B: 7th Road Technology Co., Ltd. Address:] [Building Lease Contract THIS BUILDING LEASE CONTRACT (“this Contract”) is entered into in Shanghai, the People’s Republic of China (hereinafter referred to as “China”) by and between: Lessor (Party A): Shanghai Caohejing Development Zone Hi-tech Park Development Co., Ltd. Address: No. 900, Yishan Road, Shanghai, China Legal representative: Chen Qingzhou Postal code: 200233 Tel.: (86) (21) 64850000 Fax: (86) (21)] [Building Lease Contract THIS BUILDING LEASE CONTRACT (“this Contract”) is entered into in Shanghai, the People’s Republic of China (hereinafter referred to as “China”) by and between: Lessor (Party A): Shanghai Caohejing Development Zone Hi-tech Park Development Co., Ltd. Address: No. 900, Yishan Road, Shanghai, China Legal representative: Chen Qingzhou Postal code: 200233 Tel.: (86) (21) 64850000 Fax: (86) (21)] [Building Lease Contract THIS BUILDING LEASE CONTRACT (“this Contract”) is entered into in Shanghai, the People’s Republic of China (hereinafter referred to as “China”) by and between: Lessor (Party A): Shanghai Caohejing Development Zone Hi-tech Park Development Co., Ltd. Address: No. 900, Yishan Road, Shanghai, China Legal representative: Chen Qingzhou Postal code: 200233 Tel.: (86) (21) 64850000 Fax: (86) (21)] [Nationwide Exclusive Agency Agreement for Mole’s World Prepaid Cards Party A: Shanghai Taomee Network Technology Co., Ltd. Address: Rome 1008-1009, Building 20, Gem Tower, 487 Tianlin Road, Shanghai Tel: 021- 60901055 Fax: 021- 33674012 Postal Code: Party B: Guangzhou New Fanlian Digital Technology Co., Ltd. Address: 20/F, Fengwei Building, No. 108, Shiyouxin Road, Guangzhou Tel: 020-22372999 Fax: 020-22372999 – 807] [Agency Sales Cooperation Agreement for Taomee Internet Physical Cards (Guangdong and Hainan) AGENCY SALES COOPERATION AGREEMENT FOR TAOMEE INTERNET PHYSICAL CARDS Agreement THIS Party A: Shanghai Taomee Network Technology Co., Ltd. Address: 24/F, Building 20, Gem Tower, 487, Tianlin Road, Xuhui District, Shanghai, Zip code: 200233 Tel.: 021-61280056 Fax: 021-33674311 Bank A/C No.: 3100 1613 4020 5000 7213 Opening bank:] [Agency Sales Cooperation Agreement for Taomee Internet Physical Cards (Hunan) AGENCY SALES COOPERATION AGREEMENT FOR TAOMEE INTERNET PHYSICAL CARDS Agreement THIS Party A: Shanghai Taomee Network Technology Co., Ltd. Address: 24/F, Building 20, Gem Tower, 487, Tianlin Road, Xuhui District, Shanghai, Zip code: 200233 Tel.: 021-61280056 Fax: 021-33674311 Bank A/C No.: 3100 1613 4020 5000 7213 Opening bank: China Construction] [Agency Sales Cooperation Agreement for Taomee Internet Virtual Cards THIS AGENCY SALES COOPERATION AGREEMENT FOR TAOMEE INTERNET VIRTUAL CARDS (hereinafter referred to as “this Agreement”) is entered into in Shanghai on December 20, 2009 by and between: Party A: Shanghai Taomee Network Technology Co., Ltd. Address: 24/F, Building 20, Gem Tower, 487 Tianlin Road, Xuhui District, Shanghai Zip Code: 200233] [TAOMEE HOLDINGS LIMITED DIRECTOR AGREEMENT Agreement Company Director This Director Agreement (the “ I. SERVICES Board of Directors Board “Effective Date” Expiration Date Articles 1.1 Director Services Director Services 1.2 II. COMPENSATION Expense Reimbursement 2.1 Fees to Director 2.2 Share Option Plan Option Option Agreement 2.3 Director and Officer Liability Insurance 2.4 III. DUTIES OF DIRECTOR Fiduciary Duties 3.1 Confidentiality] [EXECUTION VERSION REGISTRATION RIGHTS ADDENDUM Addendum Company Transferee THIS REGISTRATION RIGHTS ADDENDUM (this “ RECITALS Schedule A SPA WHEREAS, the Persons (as defined below) set forth in Shareholders Agreement Board WHEREAS, the Company believes it is in its best interest to grant the Transferee a right to designate an observer to the board of directors of the Company (the “] [List of Subsidiaries of Taomee Holdings Limited Beneficially Owned Subsidiaries Name of Company Jurisdiction of Percentage of 1. Taomee Holdings (HK) Limited Hong Kong 100 % 2. Shanghai Shengran Information Technology Co., Ltd. PRC 100 % Name of Company Jurisdiction of 1. Shanghai Taomee Network Technology Co., Ltd. PRC 2.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated April 27, 2011, relating to the consolidated combined financial statements and financial statement schedule of Taomee Holdings Limited and its subsidiaries and variable interest entities, appearing in the Prospectus, which is part of this Registration Statement. We] [iResearch Consulting Group January 7, 2011 To: Taomee Holdings Limited 16/F, Building No. A-2 No. 1528 Gumei Road, Xuhui District Shanghai 200233, People’s Republic of China Tel: (86-21) 6128-0056 Attention: Tiffany Qiang Dear Ms. Qiang: iResearch Consulting Group [seal: iResearch Consulting Group] EX-23.5 32 dex235.htm CONSENT OF IRESEARCH CONSULTING GROUP] [February 15, 2011 Taomee Holdings Limited 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.6 33 dex236.htm CONSENT OF QI JI, AN INDEPENDENT DIRECTOR APPOINTEE] [February 15, 2011 Taomee Holdings Limited 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.7 34 dex237.htm CONSENT OF SHENGWEN RONG, AN INDEPENDENT DIRECTOR APPOINTEE] [Code Code of Business Conduct and Ethics INTRODUCTION Purpose Company This Code contains general guidelines for conducting the business of Taomee Holdings Limited and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “ Company employees employees principal financial officers This Code applies to all of the directors, officers and employees of the Company. We]