[China Sunergy Announces Fourth Quarter and Full-Year 2013 Financial Results Total Shipment of 235.8MW Beats High-end of Outlook NANJING, China, April 4, 2014 - China Sunergy Co., Ltd. (NASDAQ: CSUN) (“China Sunergy” or “the Company”), a specialized solar cell and module manufacturer, today announced its financial results for the fourth quarter and full year Overall, we are satisfied with our] []
[KADDEN RPS LATE EAGHER LOM S DIRECT DIAL +852 3740 4863 DIRECT FAX +852 3910 4863 EMAIL ADDRESS JULIE.GAO@SKADDEN.COM ARTNERS P OHN DEBIYI ¿ J HRISTOPHER ETTS C DWARD AM ¿ E AUL ITCHARD ¿ G.S. P LIVE OUGH ¿ C ONATHAN TONE J LEC RACY A ¿ LSO DMITTED IN NGLAND ALES LSO DMITTED IN EW ORK * (A]
[China Sunergy Announces Fourth Quarter and Full-Year 2013 Financial Results Total Shipment of 235.8MW Beats High-end of Outlook NANJING, China, April 4, 2014 - China Sunergy Co., Ltd. (NASDAQ: CSUN) (“China Sunergy” or “the Company”), a specialized solar cell and module manufacturer, today announced its financial results for the fourth quarter and full year Overall, we are satisfied with our] []
[KADDEN RPS LATE EAGHER LOM S DIRECT DIAL +852 3740 4863 DIRECT FAX +852 3910 4863 EMAIL ADDRESS JULIE.GAO@SKADDEN.COM ARTNERS P OHN DEBIYI ¿ J HRISTOPHER ETTS C DWARD AM ¿ E AUL ITCHARD ¿ G.S. P LIVE OUGH ¿ C ONATHAN TONE J LEC RACY A ¿ LSO DMITTED IN NGLAND ALES LSO DMITTED IN EW ORK * (A]
[SEASPAN CORPORATION $300,000,000 6.375% Senior Notes due 2019 Plus an option to purchase up to $45,000,000 additional principal amount of Senior Notes due 2019 Underwriting Agreement New York, New York March 27, 2014 To the Representative named in Schedule I hereto of the several Underwriters named in Schedule II hereto Ladies and Gentlemen: Company Underwriters Representative Firm Securities Option Securities] [SEASPAN CORPORATION, AS ISSUER, TO THE BANK OF NEW YORK MELLON, AS TRUSTEE INDENTURE DEBT SECURITIES DATED AS OF APRIL 3, 2014 Reconciliation and tie between Trust Indenture Act of 1939 (the Trust Indenture Act) and Indenture Trust Indenture Act of 1939 Section Indenture Section 310 (a)(1) 6.8 (a)(2) 6.8 (a)(3) TIA (a)(4) Not Applicable (a)(5) TIA (b) 6.9 311] [First Supplemental Indenture Company Trustee This FIRST SUPPLEMENTAL INDENTURE (this RECITALS Indenture WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of April 3, 2014 (the WHEREAS, Sections 2.1, 3.1 and 9.1 of the Indenture provide, among other things, that the Company and the Trustee may, without the consent of Holders, enter] [April 3, 2014 Seaspan Corporation Unit 2, 7th Floor, Bupa Centre 141 Connaught Road West Hong Kong, China Re: Seaspan Corporations $345,000,000 6.375% Notes Due 2019 Ladies and Gentlemen: Company Securities Act Rules Securities Registration Statement Prospectus Prospectus Supplement Base Indenture Supplemental Indenture Indenture Underwriting Agreement We have acted as special counsel to Seaspan Corporation, a corporation organized under the] [REEDER & SIMPSON PC ATTORNEYS AT LAW P.O. Box 601 Telephone: +692-625-3602 RRE Commercial Center Email: dreeder@ntamar.net Majuro, MH 96960 r.simpson@simpson.gr April 3, 2014 Seaspan Corporation Unit 2, 7th Floor, Bupa Centre 141 Connaught Road West Hong Kong, China Re: Seaspan Corporation Ladies and Gentlemen: RMI Securities Offering Underwriting Agreement Underwriters Preliminary Final Prospectus Final Prospectus, Prospectus Registration Statement Base] [RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our ratio of earnings to fixed charges for the periods presented. YEAR ENDED DECEMBER 31, 2013 2012 2011 2010 2009 (1) Ratio of earnings to fixed charges 4.7 2.4 (2) (2) 2.6 Dollar amount (in thousands) of deficiency in earnings to fixed charges 94,380 120,707] [] [THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENT OF THE COMPANY: REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-190718) ORIGINALLY FILED WITH THE SEC ON AUGUST 19, 2013 1.1 Underwriting Agreement 4.1 Base Indenture 4.2 First Supplemental Indenture 5.1 5.2 Opinion of Reeder & Simpson, P.C., Marshall Islands counsel to Seaspan Corporation]
[Amendment No. 3 FORM F-1 REGISTRATION STATEMENT Leju Holdings Limited Cayman Islands 7380 Not Applicable 15/F Floor, Shoudong International Plaza, No. 5 Building, Guangqu Home Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F,] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order] [EXECUTION VERSION INVESTOR RIGHTS AGREEMENT Agreement E-House Tencent Company Section 1.1 INVESTOR RIGHTS AGREEMENT, dated as of March 31, 2014 (this WITNESSETH: WHEREAS, the parties entered into a share purchase and subscription agreement, dated as of March 21, 2014, Share Purchase and Subscription Agreement Ordinary Shares WHEREAS, after giving effect to the transactions contemplated by the Share Purchase and] [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 FIRM/AFFILIATE OFFICES TEL: (213) 687-5000 FAX: (213) 687-5600 BOSTON www.skadden.com CHICAGO HOUSTON] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We also consent to the reference to us under the headings Experts in such prospectus. Shanghai, China April 4, 2014 EX-23.1 5 a2219449zex-23_1.htm EX-23.1] [Jones Lang LaSalle Corporate Appraisal and Advisory Limited 6/F Three Pacific Place 1 Queens Road East Hong Kong Tel: +852 2846 5000 Fax: +852 2169 6001 www.joneslanglasalle.com 24 March, 2014 Leju Holdings Limited 15/F Shoudong International Plaza, No. 5 Building, Guanqu Home Dongcheng District, Beijing 100022 Peoples Republic of China Leju Holdings Limited Re: Ladies and Gentlemen, We hereby consent] [March 12, 2014 Leju Holdings Limited 15/F Floor, Shoudong International Plaza No. 5 Building, Guangqu Home Dongcheng District Beijing 100022 The Peoples Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.6 7 a2219449zex-23_6.htm EX-23.6] [March 12, 2014 Leju Holdings Limited 15/F Floor, Shoudong International Plaza No. 5 Building, Guangqu Home Dongcheng District Beijing 100022 The Peoples Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.7 8 a2219449zex-23_7.htm EX-23.7] [March 12, 2014 Leju Holdings Limited 15/F Floor, Shoudong International Plaza No. 5 Building, Guangqu Home Dongcheng District Beijing 100022 The Peoples Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.8 9 a2219449zex-23_8.htm EX-23.8] [March 12, 2014 Leju Holdings Limited 15/F Floor, Shoudong International Plaza No. 5 Building, Guangqu Home Dongcheng District Beijing 100022 The Peoples Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.9 10 a2219449zex-23_9.htm EX-23.9] [March 12, 2014 Leju Holdings Limited 15/F Floor, Shoudong International Plaza No. 5 Building, Guangqu Home Dongcheng District Beijing 100022 The Peoples Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.10 11 a2219449zex-23_10.htm EX-23.10] [FANGDA PARTNERS 上海 Shanghai · 北京 Beijing · 深圳 Shenzhen · 香港 Hong Kong http://www.fangdalaw.com 电子邮件 E-mail: email@fangdalaw.com 中国上海市南京西路 1266 号 电 话 Tel.: 86-21-2208-1166 恒隆广场一期 32 楼 传 真 Fax: 86-21-5298-5577 邮政编码： 200040 文 号 Ref.: 13CF542 32/F Plaza 66 Tower 1 1266 Nanjing West Road]
[¨ CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed (1) offering price Amount of registration fee (2)(3) Class A ordinary shares, par value US$0.0001 per share US$120,000,000 US$15,456.00 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act. (2) (3) PROSPECTUS (Subject] [THE COMPANIES LAW REVISED OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Tuniu Corporation (Amended and Restated by Special Resolution dated August 16, 2013) THE COMPANIES LAW REVISED OF THE CAYMAN ISLANDS EXEMPTED COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Tuniu Corporation (Amended and Restated] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TUNIU CORPORATION (adopted by a Special Resolution passed on April 4, 2014 and effective conditional and immediately upon completion of the initial public offering of the Companys American Depository Shares representing its Class A Ordinary Shares) THE] [TUNIU CORPORATION Number Shares [ ] - [ ] Class A Ordinary Shares - Incorporated under the laws of the Cayman Islands US$100 ,000 780,000,000 US$ 0.0001 Share capital is 120,000,000 US$0.0001 100,000,000 US$0.0001 (ii) [ ] [ ] THIS IS TO CERTIFY THAT DIRECTOR EX-4.2 4 d652797dex42.htm EX-4.2] [TUNIU CORPORATION THIRD AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT August 28, 2013 TABLE OF CONTENTS Page 1. Registration Rights. 3 1.1 Definitions. 3 1.2 Request for Registration. 6 1.3 Company Registration. 8 1.4 Form S-3 or F-3 Registration. 8 1.5 9 1.6 Furnish Information. 11] [Direct: +852 2801 6066 Cell: +852 6621 8994 E-mail: rthorp@traversthorpalberga.com Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 Peoples Republic of China 4 April 2014 Dear Sirs Tuniu Corporation Company Commission Act Registration Statement Selling Shareholders Shares We have acted as Cayman Islands legal advisers to Tuniu Corporation (the 1 Documents Reviewed For the] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com April 4, 2014 FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO Tuniu Corporation Tuniu Building, No. 699-32] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com April 4, 2014 To: Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 Peoples Republic of China Dear Sir or Madam, PRC We are lawyers qualified in the Peoples Republic of China (the Company Registration Statement Offering ADSs] [TUNIU CORPORATION 2008 INCENTIVE COMPENSATION PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) Affiliate (b) (c) Award (d) Board (e) Cashless Exercise (f) Cause (g) Code (h) Committee (i) Company (j) Consultant (k) Continuous Service Status (l) Director (m) Disability (n) Employee (o)] [TUNIU CORPORATION 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Tuniu Corporation 2014 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 the context] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this RECITALS The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors and officers, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general,] [COOPERATION AGREEMENT (2014 Amendment) Agreement This Cooperation Agreement (2014 Amendment) (this (1) Party A Nanjing Tuniu Technology Co., Ltd., with its registered address at 3-5/F Building No.6, Southeast University Science Park, 6 Changjianghou Street, Xuanwu District, Nanjing and its legal representative being Yu Dunde ( (2) Party B Beijing Tuniu Technology Co., Ltd., with its registered address at R1006] [SHAREHOLDERS VOTING RIGHTS AGREEMENT This Agreement is entered into on September 17, 2008 by and among: (1) Wholly-owned Company Beijing Tuniu Technology Co., Ltd., with its registered address at Suite 1050, Shangdi Xingang Office Building, Suite 1050, 30 East Anningzhuang Road, Qinghe, Haidian District, Beijing, and legal representative being Yu Dunde ( (2) Nanjing Tuniu Nanjing Tuniu Technology Co., Ltd.,] [POWER OF ATTORNEY Power of Attorney Attorney-in-fact This Power of Attorney ( Nanjing Tuniu I, Yu Dunde, hereby irrevocably entrusts the Attorney-in-fact with full power and authority to act as the Attorney-in-fact to exercise on my behalf all rights conferred to me as a shareholder of Nanjing Tuniu Technology Co., Ltd. ( (1) acting as the Attorney-in-fact to attend the] [Equity Interest Pledge Agreement by and between Beijing Tuniu Technology Co., Ltd. as one party and Yu Dunde, Yan Haifeng, Wang Tong, Wang Jiping, Wen Xin, Tan Yongquan and Wang Haifeng collectively as the other party September 17, 2008 Equity Interest Pledge Agreement Agreement This Equity Interest Pledge Agreement (this (1) Pledgee Beijing Tuniu Technology Co., Ltd., with its] [Purchase Option Agreement (2014 Second Amendment) by and between Beijing Tuniu Technology Co., Ltd. as one party and Yu Dunde, Yan Haifeng, Wang Tong, Wang Jiping, Wen Xin, Tan Yongquan and Wang Haifeng collectively as the other party March 19, 2014 Purchase Option Agreement (2014 Second Amendment) Agreement This Purchase Option Agreement (this (1) Party A Beijing Tuniu Technology] [Supplemental Agreement to Equity Interest Pledge Agreement Supplemental Agreement th This Supplemental Agreement to Equity Interest Pledge Agreement (this (1) Pledgee Beijing Tuniu Technology Co., Ltd., with its registered address at ***, and legal representative being Yu Dunde ( (2) Yu Dunde, with his domicile at ***, and ID number being ***; (3) Yan Haifeng, with his domicile at] [List of Principal Subsidiaries and Consolidated Affiliated Entities of Tuniu Corporation Place of Incorporation Subsidiaries Tuniu (HK) Limited Hong Kong Tuniu (Nanjing) Information Technology Co., Ltd. PRC Beijing Tuniu Technology Co., Ltd. PRC Consolidated Affiliated Entities Nanjing Tuniu Technology Co., Ltd. PRC Beijing Tuniu International Travel Service Co., Ltd. PRC Nanjing Tuniu International Travel Service Co. Ltd. PRC Shanghai Tuniu] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Tuniu Corporation of our report dated March 6, 2014 , except for the stock options granted as of April 1, 2014 and 2014 Share Incentive Plan described in Note 15 (b) as to which the date is April 4,] [April 3, 2014 Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 Peoples Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.4 20 d652797dex234.htm EX-23.4] [April 2, 2014 Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 Peoples Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.5 21 d652797dex235.htm EX-23.5] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com April 4, 2014 To: Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 Peoples Republic of China Re: PRC Legal Opinion on Certain PRC Law Matters PRC We are lawyers qualified in the Peoples Republic of China (the ] [Consent of iResearch Consulting Group March 4, 2014 Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 Peoples Republic of China Ladies and Gentlemen: Company Yours faithfully iResearch Consulting Group EX-99.3 23 d652797dex993.htm EX-99.3]
[SEASPAN CORPORATION $300,000,000 6.375% Senior Notes due 2019 Plus an option to purchase up to $45,000,000 additional principal amount of Senior Notes due 2019 Underwriting Agreement New York, New York March 27, 2014 To the Representative named in Schedule I hereto of the several Underwriters named in Schedule II hereto Ladies and Gentlemen: Company Underwriters Representative Firm Securities Option Securities] [SEASPAN CORPORATION, AS ISSUER, TO THE BANK OF NEW YORK MELLON, AS TRUSTEE INDENTURE DEBT SECURITIES DATED AS OF APRIL 3, 2014 Reconciliation and tie between Trust Indenture Act of 1939 (the Trust Indenture Act) and Indenture Trust Indenture Act of 1939 Section Indenture Section 310 (a)(1) 6.8 (a)(2) 6.8 (a)(3) TIA (a)(4) Not Applicable (a)(5) TIA (b) 6.9 311] [First Supplemental Indenture Company Trustee This FIRST SUPPLEMENTAL INDENTURE (this RECITALS Indenture WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of April 3, 2014 (the WHEREAS, Sections 2.1, 3.1 and 9.1 of the Indenture provide, among other things, that the Company and the Trustee may, without the consent of Holders, enter] [April 3, 2014 Seaspan Corporation Unit 2, 7th Floor, Bupa Centre 141 Connaught Road West Hong Kong, China Re: Seaspan Corporations $345,000,000 6.375% Notes Due 2019 Ladies and Gentlemen: Company Securities Act Rules Securities Registration Statement Prospectus Prospectus Supplement Base Indenture Supplemental Indenture Indenture Underwriting Agreement We have acted as special counsel to Seaspan Corporation, a corporation organized under the] [REEDER & SIMPSON PC ATTORNEYS AT LAW P.O. Box 601 Telephone: +692-625-3602 RRE Commercial Center Email: dreeder@ntamar.net Majuro, MH 96960 r.simpson@simpson.gr April 3, 2014 Seaspan Corporation Unit 2, 7th Floor, Bupa Centre 141 Connaught Road West Hong Kong, China Re: Seaspan Corporation Ladies and Gentlemen: RMI Securities Offering Underwriting Agreement Underwriters Preliminary Final Prospectus Final Prospectus, Prospectus Registration Statement Base] [RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our ratio of earnings to fixed charges for the periods presented. YEAR ENDED DECEMBER 31, 2013 2012 2011 2010 2009 (1) Ratio of earnings to fixed charges 4.7 2.4 (2) (2) 2.6 Dollar amount (in thousands) of deficiency in earnings to fixed charges 94,380 120,707] [] [THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENT OF THE COMPANY: REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-190718) ORIGINALLY FILED WITH THE SEC ON AUGUST 19, 2013 1.1 Underwriting Agreement 4.1 Base Indenture 4.2 First Supplemental Indenture 5.1 5.2 Opinion of Reeder & Simpson, P.C., Marshall Islands counsel to Seaspan Corporation]
