[BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON BEIJING BRUSSELS FRANKFURT LONDON MOSCOW MUNICH PARIS SÃO PAULO 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEENS ROAD CENTRAL, HONG KONG TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com]
[January 21, 2014 Jiayuan.com International Ltd. Room 1005, Changxin Building No. 39 Anding Road Chaoyang District, Beijing 100029 Peoples Republic of China Ladies and Gentlemen: SEC Annual Reports Yours faithfully, Zhong Lun Law Firm 1 EX-15.2 2 a13-27196_1ex15d2.htm EX-15.2] [January 2014 333-173619 JIAYUAN.COM INTERNATIONAL LTD. F/15, Anhua Development Building No. 35 Anding Road Chaoyang District, Beijing The Peoples Republic of China (8610) 6113-6312 Form 20-F x Form 40-F o o o Yes o No x 2]
[January 21, 2014 Jiayuan.com International Ltd. Room 1005, Changxin Building No. 39 Anding Road Chaoyang District, Beijing 100029 Peoples Republic of China Ladies and Gentlemen: SEC Annual Reports Yours faithfully, Zhong Lun Law Firm 1 EX-15.2 2 a13-27196_1ex15d2.htm EX-15.2] [January 2014 333-173619 JIAYUAN.COM INTERNATIONAL LTD. F/15, Anhua Development Building No. 35 Anding Road Chaoyang District, Beijing The Peoples Republic of China (8610) 6113-6312 Form 20-F x Form 40-F o o o Yes o No x 2]
[SCHEDULE 13G CUSIP NO. 918076100 PAGE 2 OF 8 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only). SoftBank America Inc. 2 Check the Appropriate Box if a Member of a Group ¨ (a) x (b) 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH]
[JOINT FILING AGREEMENT Gabriel Li Orchid Asia III, L.P. Gabriel Li Director OAIII Holdings, L.P. Gabriel Li Director Orchid Asia Group Management, Limited Gabriel Li Director Orchid Asia Co-Investment Limited Gabriel Li Director Orchid Asia Group, Limited Gabriel Li Director YM Investment Limited] [Execution version NORMAN ACQUISITION Share Purchase Agreement Dated 27 June 2008 The parties listed in schedule 1.1 Sequel Limited Telstra Holdings Pty Ltd Mallesons Stephen Jaques 37th Floor Two International Finance Centre 8 Finance Street Central Hong Kong T +852 3443 1000 F +852 3443 1299 www.mallesons.com Share Purchase Agreement] [SHARE TRANSFER AGREEMENT, Agreement Orchid Asia Co-Investment Orchid Asia III Purchaser Purchasers Seller Shareholders Agreement Unless otherwise indicated, all capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings ascribed thereto in the Amended and Restated Sequel Shareholders Agreement, dated June 30, 2011 among the Parties named therein (the RECITALS: Company WHEREAS, the Seller] [SHARE TRANSFER AGREEMENT, Agreement Orchid Asia Co-Investment Orchid Asia III Purchaser Purchasers West Crest Stong Bond Eight Dragon Success New Access Capital Seller Sellers Shareholders Agreement Unless otherwise indicated, all capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings ascribed thereto in the Amended and Restated Sequel Shareholders Agreement, dated June 30, 2011 among] [SHARE TRANSFER AGREEMENT, Agreement Purchaser Seller Shareholders Agreement Unless otherwise indicated, all capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings ascribed thereto in the Amended and Restated Sequel Shareholders Agreement, dated June 30, 2011 among the Parties named therein (the RECITALS: Company WHEREAS, the Seller owns Shares in Autohome Inc. (formerly known] [CUSIP No. 05278C 107 -2- (1) Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Gabriel Li (2) Check the appropriate box if a member of a group (see instructions) ¨ ¨ (a) (3) SEC use only (4) Source of funds N/A (5) ¨ (6) Citizenship or place of organization Hong Kong Number of shares beneficially owned]
[SCHEDULE 13G CUSIP NO. 918076100 PAGE 2 OF 8 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only). SoftBank America Inc. 2 Check the Appropriate Box if a Member of a Group ¨ (a) x (b) 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH]
[JOINT FILING AGREEMENT Gabriel Li Orchid Asia III, L.P. Gabriel Li Director OAIII Holdings, L.P. Gabriel Li Director Orchid Asia Group Management, Limited Gabriel Li Director Orchid Asia Co-Investment Limited Gabriel Li Director Orchid Asia Group, Limited Gabriel Li Director YM Investment Limited] [Execution version NORMAN ACQUISITION Share Purchase Agreement Dated 27 June 2008 The parties listed in schedule 1.1 Sequel Limited Telstra Holdings Pty Ltd Mallesons Stephen Jaques 37th Floor Two International Finance Centre 8 Finance Street Central Hong Kong T +852 3443 1000 F +852 3443 1299 www.mallesons.com Share Purchase Agreement] [SHARE TRANSFER AGREEMENT, Agreement Orchid Asia Co-Investment Orchid Asia III Purchaser Purchasers Seller Shareholders Agreement Unless otherwise indicated, all capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings ascribed thereto in the Amended and Restated Sequel Shareholders Agreement, dated June 30, 2011 among the Parties named therein (the RECITALS: Company WHEREAS, the Seller] [SHARE TRANSFER AGREEMENT, Agreement Orchid Asia Co-Investment Orchid Asia III Purchaser Purchasers West Crest Stong Bond Eight Dragon Success New Access Capital Seller Sellers Shareholders Agreement Unless otherwise indicated, all capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings ascribed thereto in the Amended and Restated Sequel Shareholders Agreement, dated June 30, 2011 among] [SHARE TRANSFER AGREEMENT, Agreement Purchaser Seller Shareholders Agreement Unless otherwise indicated, all capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings ascribed thereto in the Amended and Restated Sequel Shareholders Agreement, dated June 30, 2011 among the Parties named therein (the RECITALS: Company WHEREAS, the Seller owns Shares in Autohome Inc. (formerly known] [CUSIP No. 05278C 107 -2- (1) Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Gabriel Li (2) Check the appropriate box if a member of a group (see instructions) ¨ ¨ (a) (3) SEC use only (4) Source of funds N/A (5) ¨ (6) Citizenship or place of organization Hong Kong Number of shares beneficially owned]
[(1) Names of reporting persons: Shah Capital Management (2) Check the appropriate box if a member of a group: (a) (b) (3) SEC use only (4) Source of funds (see instructions) OO to Items 2(d) or 2(e) of Schedule 13D N/A (6) Citizenship or place of organization NORTH CAROLINA Number of shares beneficially owned by each reporting person with: (7)]
