[* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed]
[SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS 世達國際律師事務所 AFFILIATE OFFICES JOHN ADEBIYI ¨ 42/F, EDINBURGH TOWER, THE LANDMARK CHRISTOPHER W. BETTS 15 QUEENS ROAD CENTRAL, HONG KONG BOSTON EDWARD H.P. LAM ¨ * CHICAGO G.S. PAUL MITCHARD QC ¨ TEL: (852) 3740-4700 HOUSTON CLIVE W. ROUGH ¨ FAX: (852) 3740-4727 LOS ANGELES JONATHAN B. STONE * www.skadden.com NEW YORK ALEC]
[PROSPECTUS SUPPLEMENT (To Prospectus dated April 19, 2013) File No. 333-188039 606,000 Shares of Common Stock Kandi Technologies Group, Inc. $ Per Unit Total Public offering price of units $ 18.24 $ 11,053,440 Placement agency fees* $ 1.09 $ 660,540 Proceeds, before other expenses, to us $ 17.15 $ 10,392,900 _____________________________________________ Risk Factors Risk Factors Investing in our securities involves]
[SCHEDULE 13D (Amendment No. 4)* National CineMedia, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 635309107 (CUSIP Number) Matthew D. Bloch, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 212-310-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 30, 2012; March 14,]
[AMENDMENT NO. 1 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JD.com, Inc. Not Applicable Cayman Islands (State or other jurisdiction of 5990 (Primary Standard Industrial Not Applicable (I.R.S. Employer 10th Floor, Building A, North Star Century Center Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service)] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JD.COM, INC. (Adopted by special resolution passed on March 6, 2014 and effective on March 10, 2014) 1. JD.com, Inc The name of the Company is 2. The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF JD.COM, INC. (To become effective immediately prior to the completion of the Companys initial public offering of its Class A Ordinary Shares represented by American Depository Shares) THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED] [EXECUTION VERSION DATED THE 10 th DAY OF MARCH 2014 JD.COM, INC. and MAX SMART LIMITED and BEIJING JINGDONG CENTURY TRADING CO. , LTD. ( 北京京 东世纪贸易有限公司 ) and BEIJING JINGDONG 360 DEGREE E-COMMERCE CO., LTD. ( 北京京 东叁佰陆拾度电子商务有限公司 ) and JIANGSU YUANZHOU E-COMMERCE CO., LTD. ( 江苏圆周电子商务有限公司 ) and SHANGHAI SHENGDAYUAN INFORMATION TECHNOLOGY CO., LTD. ( 上海晟达元信息技术有限公司 ) and] [Our ref RDS/688087-000001/6906177v1 Direct tel +852 2971 3046 Email richard .spooner@maplesandcalder.com JD.com, Inc. 10th Floor, Building A, North Star Century Center No. 8 Beichen West Street, Chaoyang District Beijing 100101 Peoples Republic of China 19 March 2014 Dear Sirs JD.com, Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to JD.com, Inc. (the 1] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] March 19, 2014 JD.com, Inc. 10th Floor, Building A, North Star Century Center Re: American Depositary Shares of JD.com, Inc. (the Company) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and] [JD.COM, INC. 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the 2013 Share Incentive Plan (the a company incorporated under the laws of the Cayman Islands Company (the (360buy Jingdong Inc. ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context] [INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT Agreement Company Indemnitee (this RECITALS A. The Company and the Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors and officers, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. B. The Company and the Indemnitee further recognize the substantial increase in] [Execution Version DATED NOVEMBER 1, 2012 360BUY JINGDONG INC. and MAX SMART LIMITED and BEIJING JINGDONG CENTURY TRADING CO. LTD. ( 北京京 东世纪贸易有限公司 ) and BEIJING JINGDONG 360 DEGREE E-COMMERCE CO., LTD. ( 北京京 东叁佰陆拾度电子商务有限公司 ) and JIANGSU YUANZHOU E-COMMERCE CO., LTD. ( 江 苏圆周电子商务有限公司 ) and SHANGHAI YUANMAI TRADING CO., LTD. ( 上海 圆迈贸易有限公司 ) and GUANGZHOU JINGDONG TRADING] [EXECUTION VERSION DATED January 23, 2013 360BUY JINGDONG INC. and and ( 北京京东世纪贸易有限公司 ) and ( 北京京东叁佰陆拾度电子商务有限公司 ) and JIANGSU YUANZHOU E-COMMERCE CO., LTD. ( 江苏圆周电子商务有限公司 ) and ( 上海圆迈贸易有限公司 ) ( 广州晶东贸易有限公司 ) and ( 江苏京东信息技术有限公司 ) CHENGDU JINGDONG CENTURY TRADING CO., LTD. ( 成都京东世纪贸易有限公司 ) and BEIJING JINGDONG CENTURY INFORMATION TECHNOLOGY CO., LTD 北京京东世纪信息技术有限公司 ) and JIANGSU YUANMAI] [EXECUTION VERSION DATED FEBRUARY 6, 2013 360BUY JINGDONG INC. and and ( 北京京东世纪贸易有限公司 ) and ( 北京京东叁佰陆拾度电子商务有限公司 ) and JIANGSU YUANZHOU E-COMMERCE CO., LTD. ( 江苏圆周电子商务有限公司 ) and ( 上海圆迈贸易有限公司 ) ( 广州晶东贸易有限公司 ) and ( 江苏京东信息技术有限公司 ) CHENGDU JINGDONG CENTURY TRADING CO., LTD. ( 成都京东世纪贸易有限公司 ) and BEIJING JINGDONG CENTURY INFORMATION TECHNOLOGY CO., LTD 北京京东世纪信息技术有限公司 ) and JIANGSU YUANMAI] [EXECUTION VERSION SHARE SUBSCRIPTION AGREEMENT DATED March 10, 2014 BY AND BETWEEN TENCENT HOLDINGS LIMITED HUANG RIVER INVESTMENT LIMITED AND JD.COM, INC. TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Additional Defined Terms 7 ARTICLE II. CERTAIN TRANSACTIONS 9] [EXECUTION VERSION SHARE SUBSCRIPTION AGREEMENT dated as of March 10, 2014 by and between JD.COM, INC. and TENCENT HOLDINGS LIMITED and HUANG RIVER INVESTMENT LIMITED TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS . Section 1.01 Definitions 1 . Section 1.02 Other Definitional And Interpretive Provisions 6 ARTICLE 2 SALE AND PURCHASE OF THE SUBSCRIPTION SHARES AND ADDITIONAL SUBSCRIPTION SHARES .] [Strategic Cooperation Agreement Between Tencent Holdings Limited and JD.com, Inc. Dated as of March 10, 2014 CONTENT 1. Definitions 4 2. Territory of Business Cooperation 5 3. Content of Business Cooperation 5 4. 7 5. Support from JD for Tencent 8] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of JD.com, Inc. of our report dated March 19, 2014 relating to the consolidated financial statements of JD.com, Inc. , which appears in such Registration Statement. We also consent to the reference to us under the heading Experts in such] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of JD.com, Inc. of our report dated March 19, 2014 relating to the combined financial statements of two e-Commerce platforms, www.paipai.com website and www.wanggou.com website of Tencent Holdings Limited , which appears in such Registration Statement. We also consent to] [March 19, 2014 JD.com, Inc. 10th Floor, Building A, North Star Century Center Ladies and Gentlemen: Sincerely yours, EX-23.6 17 a2218967zex-23_6.htm EX-23.6]
[Final Version [ KANDI TECHNOLOGIES GROUP, INC. W ARRANT T O P URCHASE C OMMON S TOCK Issuance Date Company Holder Subscription Date Buyers Securities Purchase Agreement Kandi Technologies Group, Inc., a Delaware corporation (the 1. Mechanics of Exercise Exercise Notice Aggregate Exercise Price st Transfer Agent rd DTC (a) Exercise Price Exercise Price (b) Company’s Failure to Timely] [Execution Version SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT Agreement Company Buyer Buyers This RECITALS Registration Statement 1933 Act SEC Common Stock Common Shares B. Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms stated in this Agreement, (i) the aggregate number of shares of common stock, $0.001 par value per share, of the Company (the] [Kandi Technologies Announces Entry into Agreement for Registered Direct Placement of th JINHUA, China, March 19 The net proceeds from this offering will be used for general working capital purposes. The completion of the placement is expected to occur on or about March 24th, 2014, subject to the satisfaction of customary closing conditions. FT Global Capital, Inc. acted as the] [FORM 8-K CURRENT REPORT Date of Report (Date of earliest event reported): March 19, 2014 KANDI TECHNOLOGIES GROUP, INC. Delaware 001-33997 90-0363723 (State of Incorporation) (IRS Employer Identification) Jinhua City Industrial Zone (86-579) 8223-9700 Item 1.01 Entry into a Material Definitive Agreement $ , Per the terms of the Purchase Agreement, the Company has agreed with the Buyers the following:]
[SCHEDULE 13D (Amendment No. 4)* National CineMedia, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 635309107 (CUSIP Number) Matthew D. Bloch, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 212-310-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 30, 2012; March 14,]
[Final Version [ KANDI TECHNOLOGIES GROUP, INC. W ARRANT T O P URCHASE C OMMON S TOCK Issuance Date Company Holder Subscription Date Buyers Securities Purchase Agreement Kandi Technologies Group, Inc., a Delaware corporation (the 1. Mechanics of Exercise Exercise Notice Aggregate Exercise Price st Transfer Agent rd DTC (a) Exercise Price Exercise Price (b) Company’s Failure to Timely] [Execution Version SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT Agreement Company Buyer Buyers This RECITALS Registration Statement 1933 Act SEC Common Stock Common Shares B. Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms stated in this Agreement, (i) the aggregate number of shares of common stock, $0.001 par value per share, of the Company (the] [Kandi Technologies Announces Entry into Agreement for Registered Direct Placement of th JINHUA, China, March 19 The net proceeds from this offering will be used for general working capital purposes. The completion of the placement is expected to occur on or about March 24th, 2014, subject to the satisfaction of customary closing conditions. FT Global Capital, Inc. acted as the] [FORM 8-K CURRENT REPORT Date of Report (Date of earliest event reported): March 19, 2014 KANDI TECHNOLOGIES GROUP, INC. Delaware 001-33997 90-0363723 (State of Incorporation) (IRS Employer Identification) Jinhua City Industrial Zone (86-579) 8223-9700 Item 1.01 Entry into a Material Definitive Agreement $ , Per the terms of the Purchase Agreement, the Company has agreed with the Buyers the following:]
[YY INC. PRICES OFFERING OF US$400 MILLION CONVERTIBLE SENIOR NOTES GUANGZHOU, CHINA March 18, 2014: YY Inc. (NASDAQ: YY), a revolutionary rich communication social platform (YY or the Company), today announced the pricing of US$ 400 million in aggregate principal amount of convertible senior notes due 2019 60 million principal amount of notes. The notes will be convertible into] [001-35729 YY INC. Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 The Peoples Republic of China Form 20-F x Form 40-F o o o YY INC.]
[Page 1.1 Announcement of annual results for the year ended 31 December 2013, dated March 19, 2014 A-1 our business and operating strategies and our ability to successfully execute these strategies; our network expansion and capital expenditure plans; our operations and business prospects; the expected benefit of any acquisitions or other strategic transactions; our financial]
