[FORM 20-F (Mark One) o OR x OR o OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . For the transition period from to ChinaCache International Holdings Ltd. N/A Cayman Islands (Jurisdiction of incorporation or organization) Section A, Building 3] [Loan Assignment Agreement This Loan Assignment Agreement (this “Agreement”) is made and entered into among the Parties below as of the July 1 st , 2013 in Beijing, the People’s Republic of China (the “PRC” or “China”): (1) ChinaCache Network Technology (Beijing) Co., Ltd. (“Lender”), a limited liability company organized and existing under the law of the PRC , with] [Share Pledge Agreement This Share Pledge Agreement (this “Agreement”) has been executed by and among the following Parties on July 1st ,2013, in Beijing, People’s Republic of China (“PRC”): Party A: ChinaCache Network Technology (Beijing) Co., Ltd. (hereinafter “Pledgee”) Address: Floor 6, Tower A, Galaxy Plaza, No.10 Jiu Xian Qiao Middle Road, Chaoyang District, 100016, Beijing Party B: Wang Lei] [Power of Attorney ChinaCache Network Technology (Beijing) Co., Ltd. I, Wang Lei, a citizen of the People’s Republic of China (“China”) with Chinese Identification Card No.: , and a holder of 50% of the entire registered capital in Beijing Jingtian Technology Limited (“Beijing Jingtian”) (“My Shareholding”), hereby irrevocably authorize The WFOE or its designated party is hereby authorized to act] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following P arties as of July 1 st ,2013, in Beijing, People’s Republic of China (“PRC”) : Party A: ChinaCache Network Technology (Beijing) Co., Ltd. , a wholly owned foreign enterprise incorporated and existing under the laws of the PRC , with its address at] [SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Securities Purchase Agreement (this “ RECITALS A. Securities Act Regulation D Commission B. Ordinary Shares Shares Each Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, that aggregate number of ordinary shares, par value US$0.0001 per share (the] [REGISTRATION RIGHTS AGREEMENT Agreement Company Purchaser Purchasers This Registration Rights Agreement (this “ Purchase Agreement NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each of the Purchasers agree as follows: 1. Definitions . Capitalized terms used and] [FORM OF SHARE REPURCHASE AGREEMENT Agreement THIS SHARE REPURCHASE AGREEMENT (the “ , 2014 by and between ChinaCache International Holdings Ltd. Company , a company organized under the laws of the Cayman Islands (the “ and , ( Investors collectively, “ WHEREAS, the Company desires to repurchase from Investors , and Investors desire to sell to the Company, an aggregate] [Subsidiaries PLACE OF ChinaCache North America Inc. California, USA ChinaCache Ireland Limited Ireland ChinaCache Networks (Hong Kong) Limited Hong Kong ChinaCache Network Technology (Beijing) Limited PRC ChinaCache Xin Run Technology (Beijing) Co., Limited] [ChinaCache International Holdings Ltd. 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] [I, Song Wang, certify that: 1. I have reviewed this annual report on Form 20-F of ChinaCache International Holdings, Ltd.; 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] [Certification by the Principal Financial Officer I, Jing An, certify that: 1. I have reviewed this annual report on Form 20-F of ChinaCache International Holdings, Ltd; 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] [1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 13 a14-8169_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 14 a14-8169_1ex13d2.htm EX-13.2] [7 April, 2014 Matter No.879105 Doc Ref: WL/ot/7570072v1 (852) 2842 9532 wynne.lau@conyersdill.com ChinaCache International Holdings Ltd. Section A, Building 3 Dian Tong Creative Square No.7 Jiuxianqiao North Road Chaoyang District Beijing, 100015 People’s Republic of China Dear Sirs, ChinaCache International Holdings Ltd. (the “Company”) Re: We consent to the reference to our firm under the headings “Item 10.E - Additional] [April 7, 2014 ChinaCache International Holdings Ltd. Section A, Building 3 Dian Tong Creative Square No. 7 Jiuxianqiao North Road Chaoyang District Beijing, 100015 People’s Republic of China Dear Sir/Madam: We consent to the reference to our firm name and the summary of our opinion under the headings “Item 3.D.—Risk Factors”, “Item 4.B. —Business Overview—Regulation”, “Item 4.C.—Business Overview—Organizational Structure” and] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-172962) pertaining to the 2007, 2008 and 2010 Share Incentive Plans and the Registration Statement (Form S-8 No. 333-176751) pertaining to the 2011 Share Incentive Plan of ChinaCache International Holdings Ltd. of our report dated April 7, 2014, with]