WH [WSP] UPLOAD: (Original Filing)
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KNDI [Kandi Technologies] S-3: Registration No. 333-_________ FORM S-3 REGISTRATION STATEMENT UNDER
[Registration No. 333-_________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kandi Technologies Group, Inc. Delaware 90-0363723 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) Jinhua City Industrial Zone Jinhua, Zhejiang Province Peoples Republic of China Post Code 321016 (86 - 579) 82239856 Hu Xiaoming, Chief Executive Officer Kandi Technologies Group, Inc. Jinhua City] [Albany mckennalong.com Northern Virginia April 19, 2013 Board of Directors Re: Primary Registration Statement on Form S-3 Gentlemen: Company Registration Statement Commission Act Common Stock Preferred Stock Debt Securities Units Security Securities We have acted as counsel to Kandi Technologies Group, Inc., a Delaware corporation (the Certificate of Incorporation Bylaws Board of Directors Board of Directors Based upon the] [ALBERT WONG & CO. ALBERT WONG B.Soc., Sc., ACA., LL.B., C.P.A.(Practising) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors]
IDI [IDI] 6-K: (Original Filing)
[Tiger Media Reports Full Year of 2012 Results Full Year 2012 Financial Highlights Net profit was $8.7 million compared to a net loss of $13.4 million in 2011 mainly as a result of a $9.4 million net gain from the disposal of subsidiaries. Adjusted net loss (non-GAAP) was $8.4 million compared to an adjusted net loss (non-GAAP) of] [IGER EDIA NC T Peter W. H. Tan Chief Executive Officer 6-K 1 d525972d6k.htm FORM 6-K]
ACH [ALUMINUM OF CHINA] 6-K: (Original Filing)
[FORM 6-K Aluminum Corporation of China Limited People's Republic of China 100082 No. 62 North Xizhimen Street X Form 20-F X Yes Aluminum Corporation of China Limited Date April 19, 2013 By About the Company Our contact information of this release is: * Business address: No. 62 North Xizhimen Street, Haidian District, Beijing, People's Republic of China, 100082 * Telephone]
IDI [IDI] 6-K: Tiger Media Reports Full Year of 2012 Results
[Tiger Media Reports Full Year of 2012 Results Full Year 2012 Financial Highlights Net profit was $8.7 million compared to a net loss of $13.4 million in 2011 mainly as a result of a $9.4 million net gain from the disposal of subsidiaries. Adjusted net loss (non-GAAP) was $8.4 million compared to an adjusted net loss (non-GAAP) of] [IGER EDIA NC T Peter W. H. Tan Chief Executive Officer 6-K 1 d525972d6k.htm FORM 6-K]
ACH [ALUMINUM OF CHINA] 6-K: FORM 6-K Aluminum Corporation of China Limited People’s
[FORM 6-K Aluminum Corporation of China Limited People's Republic of China 100082 No. 62 North Xizhimen Street X Form 20-F X Yes Aluminum Corporation of China Limited Date April 19, 2013 By About the Company Our contact information of this release is: * Business address: No. 62 North Xizhimen Street, Haidian District, Beijing, People's Republic of China, 100082 * Telephone]
IDI [IDI] 20-F: TABLE OF CONTENTS Page 1 PART I 3
[TABLE OF CONTENTS Page 1 PART I 3 Item 1 Identity of Directors, Senior Management and Advisers 3 Item 2 Offer Statistics and Expected Timetable 3 Item 3 Key Information 3 Item 4 Information on the Company 13 Item 4A Unresolved Staff Comments 21 Item 5 Operating and Financial Review and Prospects 22 Item 6 Directors, Senior Management and Employees] [WK-232639 Certificate of Incorporation on Change of Name I DO HEREBY CERTIFY that SearchMedia Holdings Limited having by Special resolution dated 14th day of December Two Thousand Twelve changed its name, is now incorporated under name of Tiger Media, Inc. Given under my hand and Seal at George Town in the Island of Grand Cayman this 14th day of December] [SEARCHMEDIA HOLDINGS LIMITED (THE COMPANY) CERTIFICATION OF THE COMPANY SECRETARY DATED 14 DECEMBER 2012 The Annual Meeting of Shareholders of the Company at its Annual General Meeting dated 14 December 2012 resolved by SPECIAL RESOLUTION to amend the Articles of Association of the Company to reduce the minimum notice for a Director meeting from seven to two days. As a] [AMENDMENT TO SEARCHMEDIA HOLDINGS LIMITED AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN On August 13, 2010, the Companys Board of Directors approved an amendment to Section 3.1(a) of the Plan. On September 13, 2011, the Companys stockholders approved the following amendment to Section 3.1(a) of the Plan. EX-4.3 4 d481899dex43.htm EX-4.3] [AMENDMENT TO SEARCHMEDIA HOLDINGS LIMITED AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN On October 18, 2012, the Companys Board of Directors approved an amendment to Section 3.1(a) of the Plan. On December 14, 2012, the Companys stockholders approved the following amendment to Section 3.1(a) of the Plan. EX-4.4 5 d481899dex44.htm EX-4.4] [STOCK PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Stock Purchase Agreement is dated as of August 17, 2012 (this Common Stock Transaction WHEREAS, the Company desires to sell to each Purchaser, and each Purchaser desires to purchase from the Company, shares of the Companys common stock, par value $0.0001 per share (the NOW, THEREFORE, in consideration of the] [STOCK PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Stock Purchase Agreement is dated as of September 19, 2012 (this Common Stock Transaction WHEREAS, the Company desires to sell to each Purchaser, and each Purchaser desires to purchase from the Company, shares of the Companys common stock, par value $0.0001 per share (the NOW, THEREFORE, in consideration of the] [DATED December 31, 2012 (1) TIGER MEDIA, INC. as Seller (2) PARTNER VENTURE HOLDINGS LIMITED as Purchaser SHARE PURCHASE AGREEMENT TABLE OF CONTENTS CLAUSE PAGE 1. INTERPRETATION 1 2. SALE AND PURCHASE 1 3. CONSIDERATION 2 4. COMPLETION 2 5. 2] [TIGER MEDIA, INC. (formerly known as SearchMedia Holdings Limited) AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN OPTION GRANT AGREEMENT Plan: Tiger Media, Inc. (fka SearchMedia Holdings Limited) Amended and Restated 2008 Share Incentive Plan Grant: Option to purchase 75,000 shares of Tiger Media, Inc. (the Company) Exercise Price: Because you are a valuable member of the Company, effective on the] [TIGER MEDIA, INC. (formerly known as SearchMedia Holdings Limited) AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN OPTION GRANT AGREEMENT Plan: Tiger Media, Inc. (fka SearchMedia Holdings Limited) Amended and Restated 2008 Share Incentive Plan Grant: Option to purchase shares of Tiger Media, Inc. (the Company) Exercise Price: Because you are a valuable member of the Company, effective on the Grant] [Name Jurisdiction Tiger Media Global Limited BVI Shanghai Tiger Shangda Management Consulting Co., Ltd. China Shanghai Tiger Yaoyang Advertising Co., Ltd. China EX-8.1 11 d481899dex81.htm EX-8.1] [CERTIFICATIONS I, Peter Tan, certify that: 1. I have reviewed this annual report on Form 20-F of Tiger Media, Inc.; 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] [CERTIFICATIONS I, Steve Ye, certify that: 1. I have reviewed this annual report on Form 20-F of Tiger Media, Inc.; 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] [SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Peter Tan Chief Executive Officer EX-13.1 14 d481899dex131.htm EX-13.1] [SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Steve Ye Chief Financial Officer EX-13.2 15 d481899dex132.htm EX-13.2] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS CONSENT We consent to the incorporation by reference in the Registration Statements of Tiger Media, Inc (formerly SearchMedia Holdings Limited) (the Company) on Form F-3 (Registration No. 333-176634) and Form S-8 (Registration No. 333-177025) of our report dated April 19, 2013 with respect to our audits of the consolidated financial statements of the Company as]
ACH [ALUMINUM OF CHINA] 6-K: (Original Filing)
[FORM 6-K Aluminum Corporation of China Limited People's Republic of China 100082 No. 62 North Xizhimen Street X Form 20-F X Yes Aluminum Corporation of China Limited Date April 19, 2013 By About the Company Our contact information of this release is: * Business address: No. 62 North Xizhimen Street, Haidian District, Beijing, People's Republic of China, 100082 * Telephone]
QIHU [Qihoo 360 Technology Co] 20-F: (Original Filing)
[] [] [Agreement No.: 121200102034 International Electronic Headquarters of the Electronic Zone Qihu 360 Headquarters Program Purchase Agreement for Floors 1-4 of Tower A Beijing Electronic Zone Co., Ltd. Beijing Qichuang Yousheng Keji Co., Ltd. August 31, 2012 Beijing Party A: Beijing Electronic Zone Co., Ltd. Address: A 12 Jiuxianqiao Road, Chaoyang District, Beijing Zip Code: 100015 Business License No: 110000005030270 Legal] [Agreement No.: 121200102035 International Electronic Headquarters of the Electronic Zone Qihu 360 Headquarters Program Purchase Agreement for Floors 5-19 of Tower A Beijing Electronic Zone Co., Ltd. Qifei Xiangyi (Beijing) Software Co., Ltd. August 31, 2012 Beijing Party A: Beijing Electronic Zone Co., Ltd. Address: A 12 Jiuxianqiao Road, Chaoyang District, Beijing Zip Code: 100015 Business License No: 110000005030270 Legal] [Agreement No.: 121180102032 International Electronic Headquarters of the Electronic Zone Qihu 360 Headquarters Program Purchase Agreement for Ground Floor of Tower B Beijing Electronic Zone Co., Ltd. Beijing Qichuang Yousheng Keji Co., Ltd. August 31, 2012 Beijing Party A: Beijing Electronic Zone Co., Ltd. Address: A 12 Jiuxianqiao Road, Chaoyang District, Beijing Zip Code: 100015 Business License No: 110000005030270 Legal] [Agreement No.: 121190102033 International Electronic Headquarters of the Electronic Zone Qihu 360 Headquarters Program Purchase Agreement for Floors 2-17 of Tower B Beijing Electronic Zone Co., Ltd. Qizhi Software (Beijing) Co., Ltd. August 31, 2012 Beijing Party A: Beijing Electronic Zone Co., Ltd. Address: A 12 Jiuxianqiao Road, Chaoyang District, Beijing Zip Code: 100015 Business License No: 110000005030270 Legal Representative] [Supplementary Agreement to the Technology Development Agreement This agreement is made and entered into by and among: Principal: Party A Beijing Qihu Technology Company Limited (“ Grantor: Party B Qizhi Software (Beijing) Co., Ltd. (“ Execution Venue: Chaoyang District, Beijing January 1, 2011 WHEREAS, 1. Original Agreement Party A and Party B entered into Technology Development Agreement on December 1,] [Supplementary Agreement to the Technology Development Agreement This agreement is made and entered into by and among: Principal: Party A Beijing Qihu Technology Company Limited (“ Grantor: Party B Qizhi Software (Beijing) Co., Ltd. (“ Execution Venue: Chaoyang District, Beijing January 1, 2011 WHEREAS, 1. Original Agreement Party A and Party B entered into Technology Development Agreement on March 15,] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT this Agreement th Parties Party A: Qizhi Software (Beijing) Co., Ltd. Party B: Beijing Star World Technology Company Limited Party C: Zhenyu Xie, identity card number: Jianming Dong, identity card number: Zhengyu Chen, identity card number: 1. Party A is a wholly foreign-owned enterprise incorporated and validly existing under the laws of the] [Exclusive Technology Consulting and Service Agreement THIS EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT Party A Qizhi Software (Beijing) Co., Ltd. Registered address: East Unit, 4F, Zhaowei Building, No.14 Jiuxianqiao Road, Chaoyang District, Beijing Party B Beijing Star World Technology Company Limited Registered address: Room 201, 2/Fl, 2 Building, 17 Xijing Lu,Shijingshan District, Beijing WHEREAS: 1. Party A is a wholly] [EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Jianming Dong TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 3 ARTICLE 2 PLEDGE 4 ARTICLE 3 COMPLETION 4 4 ARTICLE 5 RIGHTS AND REMEDIES 4 ARTICLE 6 CONFIDENTIALITY 5 ARTICLE 7 EARLIER TERMINATION 5 ARTICLE 8 INDEMNITY 5 ARTICLE 9 DURATION 5 ARTICLE 10 LIABILITIES FOR BREACH OF CONTRACT 6 ARTICLE] [EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Zhengyu Chen TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 3 ARTICLE 2 PLEDGE 3 ARTICLE 3 COMPLETION 4 4 ARTICLE 5 RIGHTS AND REMEDIES 4 ARTICLE 6 CONFIDENTIALITY 5 ARTICLE 7 EARLIER TERMINATION 5 ARTICLE 8 INDEMNITY 5 ARTICLE 9 DURATION 5 ARTICLE 10 LIABILITIES FOR BREACH OF CONTRACT 6 ARTICLE] [EQUITY PLEDGE AGREEMENT Among Qizhi Software (Beijing) Co., Ltd. And Zhenyu Xie TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 3 ARTICLE 2 PLEDGE 4 ARTICLE 3 COMPLETION 4 4 ARTICLE 5 RIGHTS AND REMEDIES 4 ARTICLE 6 CONFIDENTIALITY 5 ARTICLE 7 EARLIER TERMINATION 5 ARTICLE 8 INDEMNITY 5 ARTICLE 9 DURATION 5 ARTICLE 10 LIABILITIES FOR BREACH OF CONTRACT 6 ARTICLE] [EQUITY DISPOSITION AGREEMENT THIS EQUITY DISPOSITION AGREEMENT Agreement th Parties Party A: Qizhi Software (Beijing) Co., Ltd. Party B: Zhenyu Xie Jianming Dong Zhenyu Chen Party C: Beijing Star World Technology Co., Ltd. WHEREAS 1. Party A is a wholly foreign owned enterprise duly established and validly existing within the territory of People’s Republic of China; 2. Party C is] [Loan Agreement Among Qizhi Software (Beijing) Co., Ltd. And Jianming Dong Loan Agreement This Agreement is signed on April 26, 2012. Parties to this Agreement: (1) Lender: Qizhi Software (Beijing) Co., Ltd. Qizhi Software Registered Address: East Suite, 4/F, C&W Plaza, No.14 Jiu Xian Qiao Road, Chaoyang District, Legal Representative: Hongyi Zhou Tel: 010-58781299 (2) Borrower: Jianming Dong (identification card] [Loan Agreement Among Qizhi Software (Beijing) Co., Ltd. And Zhengyu Chen Loan Agreement This Agreement is signed on April 26, 2012. Parties to this Agreement: (1) Lender: Qizhi Software (Beijing) Co., Ltd. Qizhi Software Registered Address: East Suite, 4/F, C&W Plaza, No.14 Jiu Xian Qiao Road, Chaoyang District, Legal Representative: Hongyi Zhou Tel: 010-58781299 (2) Borrower: Zhengyu Chen (identification card] [Loan Agreement Among Qizhi Software (Beijing) Co., Ltd. And Zhenyu Xie Loan Agreement This Agreement is signed on April 26, 2012. Parties to this Agreement: (1) Lender: Qizhi Software (Beijing) Co., Ltd. Qizhi Software Registered Address: East Suite, 4/F, C&W Plaza, No.14 Jiu Xian Qiao Road, Chaoyang District, Legal Representative: Hongyi Zhou Tel: 010-58781299 (2) Borrower: Zhenyu Xie (identification card] [Power of Attorney Beijing Star World Qizhi Software I, Jiangming Dong, the shareholder of Beijing Star World Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 35% equity interest in Beijing Star World in accordance with laws and the Articles of Association of Beijing] [Power of Attorney Beijing Star World Qizhi Software I, Zhengyu Chen, the shareholder of Beijing Star World Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 30% equity interest in Beijing Star World in accordance with laws and the Articles of Association of Beijing] [Power of Attorney Beijing Star World Qizhi Software I, Zhenyu Xie, the shareholder of Beijing Star World Technology Company Limited (“ I hereby authorize Qizhi Software, as my attorney-in-fact, to exercise on my behalf, all the shareholder rights in connection with my 35% equity interest in Beijing Star World in accordance with laws and the Articles of Association of Beijing] [Spousal Consent Letter I, Chunxia He (ID No: ), as the legal spouse of Jianming Dong (ID No: ), hereby unconditionally agree that the equity interests of Beijing Qihu Technology Company Limited, owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity Pledge Agreement dated] [Spousal Consent Letter I, Xun Guo (ID No: ), as the legal spouse of Xiaohong Shi (ID No: ), hereby unconditionally agree that the equity interests of Beijing Qihu Technology Company Limited, owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity Pledge Agreement dated] [Spousal Consent Letter I, Jianxin Gao He (ID No: ), as the legal spouse of Xiangdong Qi (ID No: ), hereby unconditionally agree that the equity interests of Beijing Qihu Technology Company Limited, owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity Pledge Agreement] [Spousal Consent Letter I, Chunxia He (ID No: ), as the legal spouse of Jianming Dong (ID No: ), hereby unconditionally agree that the equity interests of Beijing Star World Technology Company Limited, owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity Pledge Agreement] [Spousal Consent Letter I, Lie Deng He (ID No: ), as the legal spouse of Zhengyu Chen (ID No: ), hereby unconditionally agree that the equity interests of Beijing Star World Technology Company Limited , owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity] [Spousal Consent Letter I, Chunchao Zheng (ID No: ), as the legal spouse of Zhenyu Xie (ID No: ), hereby unconditionally agree that the equity interests of Beijing Star World Technology Company Limited , owned by and registered under name of my spouse, is disposed in accordance with the arrangements under Loan Agreement, Equity, Equity Disposition Agreement and Equity Pledge] [As of December 31, 2012 Wholly-Owned Subsidiaries 1. Qizhi Software (Beijing) Co., Ltd., a PRC company 2. Tianjin Qisi Technology Co., Ltd., a PRC company 3. Qifei Xiangyi (Beijing) Software Co., Ltd., a PRC company 4. Beijing Qichuang Yousheng Keji Co., Ltd., a PRC company 5. Qiji International Development Limited, a HK company 6. Qifei International Development Co. Limited, a] [CERTIFICATIONS I, Hongyi Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Qihoo 360 Technology Co. Ltd. (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] [CERTIFICATIONS I, Alex Zuoli Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Qihoo 360 Technology Co. Ltd. (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] [CERTIFICATIONS I, Jue Yao, certify that: 1. I have reviewed this annual report on Form 20-F of Qihoo 360 Technology Co. Ltd. (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] [CERTIFICATIONS (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CERTIFICATIONS (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CERTIFICATIONS (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333-174444 on Form S-8, of our reports dated April 19, 2013, relating to the consolidated financial statements and financial statement schedule of Qihoo 360 Technology Co. Ltd., and its subsidiaries, variable interest entities and variable interest entities’ subsidiaries (collectively, the “Group”)]
