[FORM 20-F (Mark One) o OR x OR o FOR THE TRANSITION PERIOD FROM to OR o Date of event requiring this shell company report.................... ChinaCache International Holdings Ltd. N/A Cayman Islands (Jurisdiction of incorporation or organization) 6/F, Block A, Galaxy Plaza No. 10 Jiuxianqiao Road Middle, Chaoyang District Beijing, 100015 People’s Republic of China Jackie You Kazmerzak, Chief Financial] [AGREEMENT T his AGREEMENT (th e “Agreement”) is entered into on December 26, 2011 by and among the following parties: (1) CHINACACHE INTERNATIONAL HOLDINGS LTD. ( the “Buyer”), incorporated and existing under the laws of the Cayman Islands ; (2) SUNDREAM HOLDINGS LIMITED SMART ASIA HOLDINGS LIMITED, and British Virgin Islands ( collectively the “Sellers” and individually, a “Seller”) ;] [TERMINATION AGREEMENT This TERMINATION AGREEMENT (the “Agreement”), dated December 26, 2011, is made in Beijing by and among: Party A: ChinaCache Network Technology (Beijing) Co., Ltd., Party A a wholly foreign owned enterprise incorporated and existing under the laws of the People’s Republic of China, with address at Floor 6, Tower A, Galaxy Plaza, No.10 Jiu Xian Qiao Middle Road,] [EQUITY INTERESTS PLEDGE CANCELLATION AGREEMENT This Equity Pledge Cancellation Agreement (hereinafter referred to as the “Agreement”) is executed by and among the following parties on December 26, 2011 in Beijing, the People’s Republic of China (hereinafter referred to as “China”): 1. Pledgee: ChinaCache Network Technology (Beijing) Limited Pledgee Party A (hereinafter referred to as “ Address: Floor 6, Tower A,] [SHARE TRANSFER AGREEMENT This SHARE TRANSFER AGREEMENT (hereinafter referred to as the “Agreement”) is executed on December 26, 2011 in Shanghai by and between the following Parties: Transferor Sha Yong : Address: No. 18A, Unit 3, 212 Building, Metro Atlantic, Chaoyang District, Beijing I.D. Number: 120106197103165530 Ying Huiling (hereinafter referred to as “Party B”) Address: No. 8 Houju Compound, Dongcheng] [SHARE TRANSFER AGREEMENT This SHARE TRANSFER AGREEMENT (hereinafter referred to as the “Agreement”) is executed on December 26, 2011 in Shanghai by and between the following Parties: Transferor Yin Hao : Address: Department of Computer Science and Technology, No. 1 Tsinghua Park, Haidian District, Beijing I.D. Number: 420111197410107375 Transferee Mei Xiuli : Address: Room 601, No. 6 Lane 1564, Linfen] [Subsidiaries PLACE OF ChinaCache North America Inc. California, USA ChinaCache Networks (Hong Kong) Limited Hong Kong ChinaCache Network Technology (Beijing) Limited PRC ChinaCache Xin Run Technology (Beijing) Co., Limited PRC Affiliated Entities] [I, Song Wang, certify that: 1. I have reviewed this annual report on Form 20-F of ChinaCache International Holdings, 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 were] [Certification by the Principal Financial Officer I, Jackie You Kazmerzak, certify that: 1. I have reviewed this annual report on Form 20-F of ChinaCache International Holdings, 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] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Song Wang Chairman and Chief Executive Officer 1 EX-13.1 10 a12-2067_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. Jackie You Kazmerzak Chief Financial Officer 1 EX-13.2 11 a12-2067_1ex13d2.htm EX-13.2] [24 April, 2012 Matter No.876961 Doc Ref: WL/ot/1139111 (852) 2842 9532 wynne.lau@conyersdill.com ChinaCache International Holdings Ltd. 6/F., Block A, Galaxy Plaza No.10 Jiuxianqiao Road Middle Chaoyang District Beijing, 100015 People’s Republic of China Dear Sirs, ChinaCache International Holdings Ltd. Re: We consent to the reference to our firm under the headings “Item 10.E - Additional Information - Taxation” in ChinaCache] [漢 坤 律 師 事 務 所 HAN KUN LAW OFFICES Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China TEL: (86 10) 8525 5500; FAX: (86 10) 8525 5511 / 8525 5522 April 24, 2012 ChinaCache International Holdings Ltd. Scotia Center, 4th Floor, P.O. Box 2804, George Town, Cayman Islands, British] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-172962) pertaining to the 2007, 2008 and 2010 Share Incentive Plans and the Registration Statement (Form S-8 No. 333-176751) pertaining to the 2011 Share Incentive Plan of ChinaCache International Holdings Ltd. of our report dated April 24, 2012, with]