2013-10-22 – Page 3 – China Stock Advice

NFEC [NF Energyvingrp] 10-Q/A: (Original Filing)

[EXPLANATORY NOTE This amended filing on Form 10-Q/A is being filed part of a restatement of NF Energyvingrporationsnsolidated statements ofsh flows for (A) the years ended December 31, 2012 and 2011, presented in thempanys Annual Report on Form 10-K for the year ended December 31, 2012, (B) the three months ended March 31, 2013 and] [Certifications I, Gang, Li, certify that: 1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of NF Energyvingrporation. 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certifications I, Lihua Wang, certify that: 1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of NF Energyvingrporation. 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany for the period ended June 30, 2013. NF Energyvingrporation Gang Li ( v357257_ex32-1.htm 4 EX-32.1] [SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany for the period ended June 30, 2013. NF Energyvingrporation Lihua, Wang Principal Financial and Accounting Officer) ( v357257_ex32-2.htm 5]

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NFEC [NF Energyving] 10-K/A: (Original Filing)

[] [CODE OF ETHICS OF NF ENERGY SAVING CORPORATION I. Objectives NF Energy Saving Corporation (the “Company”) is committed to the highest level of ethical behavior. The Company's business success depends upon the reputation of the Company and its directors, officer and employees to perform with the highest level of integrity and principled business conduct. · Honest and ethical conduct, including] [Name Place of incorporation and kind of legal entity Liaoning Nengfa Weiye Energy Technology Co. Ltd. The PRC, a limited liability company Liaoning Nengfa Weiye Tei Fa Sales Co., Ltd. The PRC, a limited liability company] [Consent of Independent Registered Public Accounting Firm The Board of Directors NF Energy Saving Corporation We consent to the incorporation by reference in the Registration Statement of NF Energy Saving Corporation (the “Company”) on Form S-3 (File No. 333-172537) of our report dated March 29, 2013, except for the restatement described in Note 24 to the consolidated financial statements as] [Certification I, Gang Li, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NF Energy Saving Corporation. 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] [Certification I, Lihua Wang certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NF Energy Saving Corporation. 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] [18 U.S.C. SECTION 1350 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 for the fiscal year ended December 31, 2012. Gang Li Chief Executive Officer] [18 U.S.C. SECTION 1350 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 result of operations of the Company for the fiscal year ended December 31, 2012. Lihua Wang Chief Executive Financial Officer Principal Financial Officer ( .]

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NFEC [NF Energyvingrp] 10-K/A: (Original Filing)

[NF ENERGYVINGRPORATION FORM 10-K TABLE OFNTENTS Page No. PART I Item 1 Business 4 Item 1A Risk Factors 18 Item 1B Unresolved Staffmments 31 Item 2 Properties 31 Item 3 Legal Proceedings 32 Item 4 Minefety Disclosure 32 PART II Item 5 33 Item 6 Selected Financialta] [CODE OF ETHICS OF NF ENERGYVINGRPORATION I. Objectives NF Energyvingrporation (thempany) ismmitted to the highest level of ethical behavior. Thempany's business success depends upon the reputation of thempany and its directors, officer and employees to perform with the highest level of integrity and principled businessnduct.] [Name Placeofincorporationandkindoflegalentity Liaoning Nengfa Weiye Energy Technology The a limited liabilitympany Liaoning Nengfa Weiye Tei Fales The a limited liabilitympany v357254_ex21-1.htm 3 EX-21.1] [Consent of Independent Registered Public Accounting Firm The Board of Directors NF Energyvingrporation Wensent to theorporation by reference in the Registration Statement of NF Energyvingrporation (thempany) on Form S-3 (File No. 333-172537) of our reportted March 29, 2013, except for the restatement described in Note 24 to thensolidated financial statements to which thete is October] [Certification I, Gang Li, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NF Energyvingrporation. 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification I, Lihua Wang certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NF Energyvingrporation. 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [18 U.S.C. SECTION 1350 SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany for the fiscal year ended December 31, 2012. Gang Li Chief Executive Officer v357254_ex32-1.htm 7] [18 U.S.C. SECTION 1350 SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and result of operations of thempany for the fiscal year ended December 31, 2012. Lihua Wang Chief Executive Financial Officer Principal Financial Officer]

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NFEC [NF Energyvingrp] 10-K/A: NF ENERGYVINGRPORATION FORM 10-K TABLE OFNTENTS Page No.

[NF ENERGYVINGRPORATION FORM 10-K TABLE OFNTENTS Page No. PART I Item 1 Business 4 Item 1A Risk Factors 18 Item 1B Unresolved Staffmments 31 Item 2 Properties 31 Item 3 Legal Proceedings 32 Item 4 Minefety Disclosure 32 PART II Item 5 33 Item 6 Selected Financialta] [CODE OF ETHICS OF NF ENERGYVINGRPORATION I. Objectives NF Energyvingrporation (thempany) ismmitted to the highest level of ethical behavior. Thempany's business success depends upon the reputation of thempany and its directors, officer and employees to perform with the highest level of integrity and principled businessnduct.] [Name Placeofincorporationandkindoflegalentity Liaoning Nengfa Weiye Energy Technology The a limited liabilitympany Liaoning Nengfa Weiye Tei Fales The a limited liabilitympany v357254_ex21-1.htm 3 EX-21.1] [Consent of Independent Registered Public Accounting Firm The Board of Directors NF Energyvingrporation Wensent to theorporation by reference in the Registration Statement of NF Energyvingrporation (thempany) on Form S-3 (File No. 333-172537) of our reportted March 29, 2013, except for the restatement described in Note 24 to thensolidated financial statements to which thete is October] [Certification I, Gang Li, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NF Energyvingrporation. 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification I, Lihua Wang certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NF Energyvingrporation. 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [18 U.S.C. SECTION 1350 SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany for the fiscal year ended December 31, 2012. Gang Li Chief Executive Officer v357254_ex32-1.htm 7] [18 U.S.C. SECTION 1350 SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and result of operations of thempany for the fiscal year ended December 31, 2012. Lihua Wang Chief Executive Financial Officer Principal Financial Officer]

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XRS [TAL Education] SC 13D/A: (Original Filing)

[CUSIP No. 874080104 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OFOVE PERSONS (ENTITIES ONLY) Chinas Tiger Global Five Chinas (" 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS]

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XRS [TAL Education] SC 13D/A: CUSIP No. 874080104 1. NAME OF REPORTING PERSONS

[CUSIP No. 874080104 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OFOVE PERSONS (ENTITIES ONLY) Chinas Tiger Global Five Chinas (" 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS]

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NFEC [NF Energyvingrp] 10-Q/A: FORM 10-Q/A (Amendment No. 1) x March 31

[FORM 10-Q/A (Amendment No. 1) x March 31 , 2013 NF Energyvingrporation Delaware 02-0563302 (State or Other Jurisdiction oforporation or organization) (I.R.S. Employer Identification No.) Room 3106 Block C, 390 Qingnian Avenue, Heping District Shenyang, P. R. China 110002 (8624) 8563-1159 x Yes x Yes Large accelerated filer] [Certifications I, Gang, Li, certify that: 1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of NF Energyvingrporation. 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certifications I, Lihua Wang, certify that: 1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of NF Energyvingrporation. 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany for the period ended March 31, 2013. NF Energyvingrporation Gang Li ( v357260_ex32-1.htm 4 EX-32.1] [SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany for the period ended March 31, 2013. NF Energyvingrporation Lihua, Wang Principal Financial and Accounting Officer) ( v357260_ex32-2.htm 5]

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NFEC [NF Energyvingrp] CORRESP: (Original Filing)

[NF ENERGYVINGSRPORATION ROOM 3106, BLOCK C, 390 QINGNIAN AVENUE HEPING DISTRICT SHENYANG, P.R. CHINA 110002 October 22, 2013 Mr. Johnsh Branch Chief Re: NF Energyvingrporation Form 10-K for the year ended December 31, 2012 Filed March 29, 2013 File No. 1-34890 Dear Mr.sh: I am responding to themments on behalf of NF Energyvingrporation (thempany) sent]

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NFEC [NF Energyvingrp] CORRESP: NF ENERGYVINGSRPORATION ROOM 3106, BLOCK C, 390 QINGNIAN

[NF ENERGYVINGSRPORATION ROOM 3106, BLOCK C, 390 QINGNIAN AVENUE HEPING DISTRICT SHENYANG, P.R. CHINA 110002 October 22, 2013 Mr. Johnsh Branch Chief Re: NF Energyvingrporation Form 10-K for the year ended December 31, 2012 Filed March 29, 2013 File No. 1-34890 Dear Mr.sh: I am responding to themments on behalf of NF Energyvingrporation (thempany) sent]

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GOMO [Sungy Mobile] F-1: (Original Filing)

[SUBJECT TO COMPLETION, DATED , 2013 American Depositary Shares Sungy Mobile Limited Representing Class A Ordinary Shares This is an initial public offering of American Depositary Shares, or ADSs, of Sungy Mobile Limited. Sungy Mobile Limited is offering ADSs[, and the selling shareholders are offering ADSs]. Each ADS represents Class A ordinary shares, par value US$0.0001 per share. We are] [THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUNGY MOBILE LIMITED (adopted by special resolutions passed on October 8, 2013) THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SUNGY MOBILE LIMITED (adopted] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUNGY MOBILE LIMITED (adopted by a Special Resolution passed on October 18, 2013 and effective conditional and immediately upon the effectiveness of the Registration Statement on Form F-1 relating to the initial public offering of the Companys American] [TRANSFER I (the Transferor) for the value received DO HEREBY transfer to (the Transferee) the shares standing in my name in the undertaking called SUNGY MOBILE LIMITED To hold the same unto the Transferee Dated Signed by the Transferor in the presence of: Witness Transferor EX-4.2 4 d573845dex42.htm EX-4.2] [GO INNOVATION INC. THE SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Dated as of September ____1______, 2013 TABLE OF CONTENTS 1. Certain Definitions 5 2. Financial Statements and Reports and Information and Inspection Rights 12 3. Election of Directors; Management 13 4. Right of Participation 15 5. Right of First Refusal; Co-Sale Right 17 6. 25] [Our ref SSY/683638-000001/6469746v2 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 Peoples Republic of China [ Dear Sirs Sungy Mobile Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Sungy Mobile Limited (the 1] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 OFFICES FIRM/AFFILIATE TEL: (213) 687-5000 BOSTON FAX: (213) 687-5600 CHICAGO www.skadden.com HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT October 22, 2013 HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY Sungy Mobile Limited Floor 17, Tower A,] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com Confidential To: SUNGY MOBILE LIMITED Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 Peoples Republic of China October 22, 2013 Dear Sir or Madam, We are qualified lawyers of the Peoples Republic of China (the] [SUNGY MOBILE LIMITED AMENDED AND RESTATED 2006 GLOBAL SHARE PLAN 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 is used in Sections 13(d) and 14(d) of the Exchange Act)] [SUNGY MOBILE LIMITED AMENDED AND RESTATED 2010 GLOBAL SHARE PLAN 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 is used in Sections 13(d) and 14(d) of the Exchange Act)] [FORM OF DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this Agreement) is made as of 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 WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee] [FORM OF EMPLOYMENT AGREEMENT Group This EMPLOYMENT AGREEMENT (the Agreement) is entered into as of 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] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Schedule 1 Jiubang Subsidiaries Each and all entities listed in (5) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (6) Yuqiang Deng (7) Xiangdong Zhang] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Schedule 1 Jiubang Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Jiubang Digital and each of Jiubang Subsidiaries, a RECITALS WHEREAS WHEREAS 1 NOW,] [LOAN AGREEMENT Agreement This Loan Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Yuqiang Deng Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB7,200,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [LOAN AGREEMENT Agreement This Loan Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Xiangdong Zhang Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB1,800,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this Sungy Data Ltd. Sungy Data Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each of Sungy Data, WFOE, Jiubang Digital and each of the] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Jiubang Digital and each of the Shareholders, a 1 RECITALS] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Schedule 1 Sanju Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Schedule 1 Sanju Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Sanju Advertising and each of Sanju Subsidiaries, a RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and each of the Shareholders, a ] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Sanju Advertising and each of the Shareholders, a 1 RECITALS (A) WHEREAS (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Schedule 1 Hengye Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Schedule 1 Hengye Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Guangzhou Hengye and each of Hengye Subsidiaries, a RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and each of the Shareholders, a ] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Guangzhou Hengye and each of the Shareholders, a RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Zhiteng Computer and each of Zhiteng Subsidiaries, a RECITALS (A) WHEREAS 1 (B) WHEREAS NOW, THEREFORE AGREEMENT 1. Provision of] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the Shareholders, a 1 RECITALS (A)] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Yuqiang Deng (4) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Zhiteng Computer and each of the Shareholders, a RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement (C) WHEREAS Business] [SPOUSAL CONSENT EX-10.27 35 d573845dex1027.htm EX-10.27] [SPOUSAL CONSENT EX-10.28 36 d573845dex1028.htm EX-10.28] [SUPPLEMENTARY AGREEMENT TO CERTAIN DOCUMENTS IN RELATION TO VARIABLE INTEREST ENTITIES Agreement This Supplementary Agreement (the (1) Sungy Mobile Limited Sungy (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (6) Guangzhou] [SUNGY MOBILE LIMITED 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Sungy Mobile Limited 2013 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] [List of Significant Subsidiaries of Sungy Mobile Limited Name Jurisdiction of incorporation Relationship with the Jiubang Computer Technology (Guangzhou) Co., Ltd. PRC Wholly-owned subsidiary XMedia Technologies Ltd Cayman Islands Wholly-owned subsidiary XMedia Technologies Limited Hong Kong Wholly-owned subsidiary Beijing XMedia Science and Technology Co., Ltd. PRC Wholly-owned subsidiary Guangzhou Jiubang Digital Technology Co., Ltd. PRC Variable interest entity Guangzhou Sanju] [Consent of Independent Registered Public Accounting Firm The Board of Directors Sungy Mobile Limited: We consent to the use of our report included herein and to the reference to our firm under the heading Experts in the registration statement. Beijing, China October 22, 2013 EX-23.1 40 d573845dex231.htm EX-23.1] [Consent of App Annie Limited 10/17/2013 Sungy Mobile Limited Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 Peoples Republic of China Ladies and Gentlemen: Yours faithfully For and on behalf of App Annie Limited Bertrand Schmitt Director 1 Appendix A 1. We were one of the top three publishers worldwide on Google] [Sungy Mobile Limited Code of Business Conduct and Ethics 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; prompt internal reporting of violations] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com Confidential To: SUNGY MOBILE LIMITED Floor 17, Tower A, China International Center No. 33 Zhongshan 3rd Road Yuexiu District, Guangzhou 510055 Peoples Republic of China October 22, 2013 Dear Sir or Madam, We are qualified lawyers of the Peoples Republic of China (the]

By info| 2016-03-26T20:22:38+00:00 October 22nd, 2013|Categories: Chinese Stocks, GOMO, SEC Original|Tags: 0001584133, 2013-10-22, 7372, F-1, GOMO, SERVICES-PREPACKAGED SOFTWARE|0 Comments