[DIRECT DIAL 852-3740 4863 DIRECT FAX 852-3910 4863 PARTNERS 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 KADDEN RPS LATE EAGHER LOM S 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEENS ROAD CENTRAL, HONG KONG TEL:]
[DIRECT DIAL 852-3740 4863 DIRECT FAX 852-3910 4863 PARTNERS 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 KADDEN RPS LATE EAGHER LOM S 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEENS ROAD CENTRAL, HONG KONG TEL:]
[CALCULATION OF REGISTRATION FEE Title of each class of securities (1)(2) to be registered Proposed (3) aggregate Amount of Class A ordinary shares, par value US$0.001 US$ US$ (1) (2) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each] [Company No.: OI-266534 THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED rd Incorporated on the 23 th Third Amended and Restated on the 10 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED (adopted by] [IDREAMSKY TECHNOLOGY LIMITED SHARE INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSE OF THE PLAN 1 2. ADMINISTRATION 1 2.1 Administrator 1 2.2 Plan Awards; Interpretation; Powers of Administrator 2 2.3 Binding Determinations 3 2.4 Reliance on Experts 3 2.5 Delegation 3 3. ELIGIBILITY 3 4. SHARES SUBJECT TO THE PLAN 4 4.1 Shares Available 4] [EMPLOYMENT AGREEMENT Agreement Executive Group This EMPLOYMENT AGREEMENT (the RECITALS 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). The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement. AGREEMENT] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this RECITALS Board of Directors The Board of Directors of the Company (the AGREEMENT In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows: A. DEFINITIONS The following terms shall have the meanings defined below: Expenses Indemnifiable Event Participant] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the Peoples Republic of China (China or the PRC). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties as of March 12, 2014 in Beijing, the Peoples Republic of China (China or the PRC): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the Agreement) is made and entered into by and between the Parties below as of March 12, 2014 in Beijing, the Peoples Republic of China (China or the PRC): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a Party] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on March 12, 2014 in Beijing, the Peoples Republic of China (China or the PRC) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders meetings of Shenzhen iDreamSky; 2) exercise all the shareholders rights and shareholders voting rights I am entitled to under the laws of China] [Spousal Consent Transaction Documents iDreamSky (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the (2) The Exclusive Option Agreement entered into between the WFOE and iDreamSky; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the WFOE. I] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Huaxiu Shenzhen Huaxiu Investment Co., Ltd. ( 4. Company Shenzhen iDreamSky Technology Co., Ltd. (the For the purpose of this Agreement, each of the WFOE, Chen Xiangyu,] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Company Shenzhen iDreamSky Technology Co., Ltd. (the For the purpose of this Agreement, each of the WFOE, Chen Xiangyu and the Company is referred to as] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the Peoples Republic of China (China or the PRC). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties as of March 5, 2014 in Beijing, the Peoples Republic of China (China or the PRC): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd., Party B: CHEN Xiangyu, Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the Agreement) is made and entered into by and between the Parties below as of March 5, 2014 in Beijing, the Peoples Republic of China (China or the PRC): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a Party] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on March 5, 2014 in Beijing, the Peoples Republic of China (China or the PRC) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders meetings of Mengyu; 2) exercise all the shareholders rights and shareholders voting rights I am entitled to under the laws of China and] [Spousal Consent Li Xia Transaction Documents Mengyu (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the (2) The Exclusive Option Agreement entered into between the WFOE and Mengyu; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Guan Song, a Chinese citizen, whose identification number is 4. Company Shenzhen Mengyu Technology Co., Ltd. (the For the purpose of this Agreement, each of the WFOE,] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Guan Song, a Chinese citizen, whose identification number is ; and 4. Company Shenzhen Mengyu Technology Co., Ltd. (the For the purpose of this Agreement, each] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the Peoples Republic of China (China or the PRC). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties as of November 29, 2013 in Beijing, the Peoples Republic of China (China or the PRC): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement, each of] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on November 29, 2013 in Beijing, the Peoples Republic of China (China or the PRC) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement,] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders meetings of Beijing Chuangmeng; 2) exercise all the shareholders rights and shareholders voting rights I am entitled to under the laws of China] [Spousal Consent Li Xia Transaction Documents Beijing Chuangmeng (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the (2) The Exclusive Option Agreement entered into between the WFOE and Beijing Chuangmeng; (3) The Power of Attorney executed by Chen Xiangyu. I hereby undertake not to make] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Li Meiping, a Chinese citizen, whose identification number is 4. Guan Song, a Chinese citizen, whose identification number is 5. Company Beijing Chuangmeng Wuxian Technology Co., Ltd. (the] [Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. KXZLA2(2013)001 Lease Contract of Kexing Science Park Lessor: Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. (Party A) Lessee: Shenzhen iDreamSky Technology Co., Ltd. (Party B) Law of the Peoples Republic of China This Contract is entered into by and between Party A and Party B (collectively, the Parties) under] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement Execution Date THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the (1) Company iDreamSky Technology Limited, an exempted limited liability company organized under the laws of the Cayman Islands (the (2) Beijing DC Beijing Chuangmeng Wuxian Technology Co., Ltd. (3) Chuang Meng Shenzhen iDreamSky Technology Co., Ltd. (4) Mengyu Domestic Enterprises] [ACT IDREAMSKY TECHNOLOGY LIMITED THIS CERTIFIES THAT, Name of Holder as set forth in Annex A [ Holder Company Maximum Aggregate Exercise Price as set forth in Annex A [ Purchase Agreement Certain Definitions. 1. Control Controlling Controlled Exercise Period Exercise Price Per Share Permitted Transferee Person Securities Act Unless otherwise stipulated, the] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the (2) HK Company iDreamSky Technology (HK) Limited (3) WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (4) Beijing DC Beijing Chuangmeng] [REPURCHASE AGREEMENT Agreement Effective Date This Repurchase Agreement (this (1) iDreamSky Technology Limited Company (2) Name and Particulars of the Sole Shareholder of the Seller [ 1 Name and Particulars of the Seller as set forth in Annex A [ Seller [ RECITALS Securities Owned as set forth in Annex A [ Whereas, as of the date of this] [Execution Version IDREAMSKY TECHNOLOGY LIMITED SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the (2) HK Company iDreamSky Technology (HK) Limited (创梦天地科技(香港)有限公司), a limited liability company incorporated under the laws of Hong Kong] [List of Subsidiaries Subsidiaries Name Jurisdiction of Incorporation iDreamSky Technology (HK) Limited Hong Kong Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Peoples Republic of China (PRC) Affiliated Entities Name Jurisdiction of Incorporation Beijing Chuangmeng Wuxian Technology Co., Ltd. PRC Shenzhen iDreamSky Technology Co., Ltd. PRC Shenzhen Mengyu Technology Co., Ltd. PRC Shenzhen Yiyou Technology Limited PRC Shenzhen Zhuoyou Technology]
[Subject to Completion Dated , 2014. American Depositary Shares Jumei International Holding Limited Representing Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Jumei International Holding Limited, or Jumei. Jumei is offering ADSs. The selling shareholders identified in this prospectus are offering an aggregate additional ADSs. Each ADS represents of our Class] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JUMEI INTERNATIONAL HOLDING LIMITED (Adopted by Special Resolution on November 18, 2011) 1. The name of the Company is Jumei International Holding Limited. 2. th The Registered Office of the Company shall be at P.O. Box 613, 4 3. The] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JUMEI INTERNATIONAL HOLDING LIMITED (adopted by a Special Resolution passed on April 11, 2014 and effective conditional and immediately upon the completion of the initial public offering of the Companys American Depository Shares representing its Class A Ordinary Shares)] [JUMEI INTERNATIONAL HOLDING LIMITED Name of Company: JUMEI INTERNATIONAL HOLDING LIMITED Number: Class A Ordinary Share(s): -[no. of shares]- Issued to: [name of shareholder] Dated Transferred from: Number Class A Ordinary Share(s) -[no. of shares]- Incorporated under the laws of the Cayman Islands Share capital is US$250,000 divided into 1,000,000,000 Shares comprising of (i) 840,000,000 Class A Ordinary Shares of] [JUMEI INTERNATIONAL HOLDING LIMITED SHAREHOLDERS AGREEMENT November 18, 2011 TABLE OF CONTENTS 1. DEFINITIONS 2 2. INFORMATION RIGHTS, INSPECTION RIGHTS AND BOARD REPRESENTATION 7 2.1 Information Rights and Inspection Rights 7 2.2 Board of Directors 9 3. REGISTRATION RIGHTS 10 3.1 Applicability of Rights 10 3.2 Definitions 10 3.3 Demand Registration 12 3.4 Piggyback Registrations 13] [THIS AMENDMENT TO SHAREHOLDERS AGREEMENT Amendment Company (1) Jumei International Holding Limited, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands with its registered address at P.O. Box 613, 4th Floor Harbour Centre, George Town, Grand Cayman KY1-1107, Cayman Islands (the Required Investors (2) K2 Partners L.P., Sequoia Capital China II L.P., Sequoia] [Our ref SSY/688757-000001/6901008v2 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The Peoples Republic of China 11 April 2014 Dear Sirs Jumei International Holding Limited Company Registration Statement Commission Offering ADSs Shares We have acted as Cayman Islands legal advisers to Jumei International] [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE FIRM/AFFILIATE LOS ANGELES, CALIFORNIA 90071-3144 OFFICES 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 April 11, 2014 HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE] [JUMEI INTERNATIONAL HOLDING LIMITED 2011 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) becomes the] [JUMEI INTERNATIONAL HOLDING LIMITED 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Jumei International Holding Limited 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] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this WHEREAS, the Indemnitee has agreed to render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the NOW, THEREFORE,] [JUMEI INTERNATIONAL HOLDING LIMITED DIRECTOR SERVICE AGREEMENT Agreement Company Director This Director Service Agreement (the I. SERVICES Board of Directors Board Effectiveness Date Expiration Date Memorandum and Articles 1.1 Director Services Director Services 1.2 II. COMPENSATION Compensation Schedule I 2.1 III. DUTIES OF DIRECTOR Fiduciary Duties 3.1 Confidentiality Confidential Information 3.2 3.3 Return of the Company Property Company Property] [EMPLOYMENT AGREEMENT Agreement Company Executive Group This EMPLOYMENT AGREEMENT (the 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 terms and conditions of] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B LEO OU CHEN Pledgor Party C: EEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a ] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B: YUSEN DAI Pledgor Party C: REEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a Whereas:] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B: HUI LIU Pledgor Party C: REEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a Whereas:] [LEO OU CHEN and HUI LIU and YUSEN DAI and BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT FOR REEMAKE MEDIA CO., LTD. January 24, 2014 AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT Amended and Restated Exclusive Option Agreement Agreement This 1. Schedule I Each of the Shareholders Listed in LEO OU CHEN (1) HUI LIU (2)] [LEO OU CHEN and HUI LIU and YUSEN DAI and BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. and REEMAKE MEDIA CO., LTD. AMENDED AND RESTATED SHAREHOLDERS VOTING RIGHTS AGREEMENT FOR REEMAKE MEDIA CO., LTD. January 24, 2014 AMENDED AND RESTATED SHAREHOLDERS VOTING RIGHTS AGREEMENT Amended and Restated Shareholders Voting Rights Agreement Agreement This 1. Schedule I Each of the Shareholders Listed] [JUMEI YOUPIN (BEIJING) SCIENCE AND TECHNOLOGY SERVICES CO., LTD. and REEMAKE MEDIA CO., LTD. EXCLUSIVE CONSULTING AND SERVICES AGREEMENT April 8, 2011 EXCLUSIVE CONSULTING AND SERVICES AGREEMENT Exclusive Consulting and Services Agreement Agreement PRC This (1) Jumei Youpin (Beijing) Science and Technology Services Co., Ltd., th Party A (2) Reemake Media Co., Ltd. Party B Party Parties (each a ] [POWER OF ATTORNEY Power of Attorney Proxy This Power of Attorney (the Company I, LEO OU CHEN, hereby grant to the Proxy a general proxy authorizing the Proxy to exercise, as my proxy and on my behalf, the following rights enjoyed by myself in my capacity as a shareholder of Reemake Media Co., Ltd. (the (1) to propose] [List of Subsidiaries and Consolidated Affiliated Entities of Jumei International Holding Limited Place of Incorporation Subsidiaries Jumei Hongkong Limited Hong Kong Shanghai Paddy Commerce and Trade Co., Ltd. PRC Chengdu Jumei Youpin Science and Technology Co., Ltd. PRC Tianjin Cycil Information Technology Co., Ltd. PRC Tianjin Darren Trading Co., Ltd. PRC Beijing Silvia Technology Service Co., Ltd. PRC Consolidated Affiliated] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Jumei International Holding Limited of our report dated March 20, 2014, except for Note 18, which is as of April 11, 2014, relating to the financial statements of Jumei International Holding Limited, which appears in such Registration Statement. We] [April 11, 2014 Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The Peoples Republic of China Re: Jumei International Holding Limited Ladies and Gentlemen, We hereby consent to the references to our name and the inclusion of information, data and statements from our research reports and amendments thereto, including but] [JUMEI INTERNATIONAL HOLDING LIMITED CODE OF BUSINESS CONDUCT AND ETHICS I. 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; SEC prompt internal] [Jumei International Holding Limited April 11, 2014 Re: Legal Opinion on Certain PRC Law Matters Dear Sirs, PRC We are lawyers qualified in the Peoples Republic of China (the Company Registration Statement SEC Offering ADSs We have acted as PRC legal counsel to Jumei International Holding Limited (the Appendix A VIE Agreements Documents In so acting, we have] [Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The Peoples Republic of China January 30, 2014 Confidential 100 F Street, N.E. Re: Jumei International Holding Limited Dear Sir/Madam, Company Draft Registration Statement ADSs Commission The Company has included in the Draft Registration Statement its audited consolidated financial statements as of]
[CALCULATION OF REGISTRATION FEE Title of each class of securities (1)(2) to be registered Proposed (3) aggregate Amount of Class A ordinary shares, par value US$0.001 US$ US$ (1) (2) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each] [Company No.: OI-266534 THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED rd Incorporated on the 23 th Third Amended and Restated on the 10 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED (adopted by] [IDREAMSKY TECHNOLOGY LIMITED SHARE INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSE OF THE PLAN 1 2. ADMINISTRATION 1 2.1 Administrator 1 2.2 Plan Awards; Interpretation; Powers of Administrator 2 2.3 Binding Determinations 3 2.4 Reliance on Experts 3 2.5 Delegation 3 3. ELIGIBILITY 3 4. SHARES SUBJECT TO THE PLAN 4 4.1 Shares Available 4] [EMPLOYMENT AGREEMENT Agreement Executive Group This EMPLOYMENT AGREEMENT (the RECITALS 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). The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement. AGREEMENT] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this RECITALS Board of Directors The Board of Directors of the Company (the AGREEMENT In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows: A. DEFINITIONS The following terms shall have the meanings defined below: Expenses Indemnifiable Event Participant] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the Peoples Republic of China (China or the PRC). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties as of March 12, 2014 in Beijing, the Peoples Republic of China (China or the PRC): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the Agreement) is made and entered into by and between the Parties below as of March 12, 2014 in Beijing, the Peoples Republic of China (China or the PRC): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a Party] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on March 12, 2014 in Beijing, the Peoples Republic of China (China or the PRC) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders meetings of Shenzhen iDreamSky; 2) exercise all the shareholders rights and shareholders voting rights I am entitled to under the laws of China] [Spousal Consent Transaction Documents iDreamSky (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the (2) The Exclusive Option Agreement entered into between the WFOE and iDreamSky; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the WFOE. I] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Huaxiu Shenzhen Huaxiu Investment Co., Ltd. ( 4. Company Shenzhen iDreamSky Technology Co., Ltd. (the For the purpose of this Agreement, each of the WFOE, Chen Xiangyu,] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Company Shenzhen iDreamSky Technology Co., Ltd. (the For the purpose of this Agreement, each of the WFOE, Chen Xiangyu and the Company is referred to as] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the Peoples Republic of China (China or the PRC). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties as of March 5, 2014 in Beijing, the Peoples Republic of China (China or the PRC): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd., Party B: CHEN Xiangyu, Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the Agreement) is made and entered into by and between the Parties below as of March 5, 2014 in Beijing, the Peoples Republic of China (China or the PRC): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a Party] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on March 5, 2014 in Beijing, the Peoples Republic of China (China or the PRC) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders meetings of Mengyu; 2) exercise all the shareholders rights and shareholders voting rights I am entitled to under the laws of China and] [Spousal Consent Li Xia Transaction Documents Mengyu (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the (2) The Exclusive Option Agreement entered into between the WFOE and Mengyu; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Guan Song, a Chinese citizen, whose identification number is 4. Company Shenzhen Mengyu Technology Co., Ltd. (the For the purpose of this Agreement, each of the WFOE,] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Guan Song, a Chinese citizen, whose identification number is ; and 4. Company Shenzhen Mengyu Technology Co., Ltd. (the For the purpose of this Agreement, each] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the Peoples Republic of China (China or the PRC). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties as of November 29, 2013 in Beijing, the Peoples Republic of China (China or the PRC): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement, each of] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on November 29, 2013 in Beijing, the Peoples Republic of China (China or the PRC) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement,] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders meetings of Beijing Chuangmeng; 2) exercise all the shareholders rights and shareholders voting rights I am entitled to under the laws of China] [Spousal Consent Li Xia Transaction Documents Beijing Chuangmeng (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the (2) The Exclusive Option Agreement entered into between the WFOE and Beijing Chuangmeng; (3) The Power of Attorney executed by Chen Xiangyu. I hereby undertake not to make] [Framework Agreement Agreement This Framework Agreement (the 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Li Meiping, a Chinese citizen, whose identification number is 4. Guan Song, a Chinese citizen, whose identification number is 5. Company Beijing Chuangmeng Wuxian Technology Co., Ltd. (the] [Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. KXZLA2(2013)001 Lease Contract of Kexing Science Park Lessor: Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. (Party A) Lessee: Shenzhen iDreamSky Technology Co., Ltd. (Party B) Law of the Peoples Republic of China This Contract is entered into by and between Party A and Party B (collectively, the Parties) under] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement Execution Date THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the (1) Company iDreamSky Technology Limited, an exempted limited liability company organized under the laws of the Cayman Islands (the (2) Beijing DC Beijing Chuangmeng Wuxian Technology Co., Ltd. (3) Chuang Meng Shenzhen iDreamSky Technology Co., Ltd. (4) Mengyu Domestic Enterprises] [ACT IDREAMSKY TECHNOLOGY LIMITED THIS CERTIFIES THAT, Name of Holder as set forth in Annex A [ Holder Company Maximum Aggregate Exercise Price as set forth in Annex A [ Purchase Agreement Certain Definitions. 1. Control Controlling Controlled Exercise Period Exercise Price Per Share Permitted Transferee Person Securities Act Unless otherwise stipulated, the] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the (2) HK Company iDreamSky Technology (HK) Limited (3) WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (4) Beijing DC Beijing Chuangmeng] [REPURCHASE AGREEMENT Agreement Effective Date This Repurchase Agreement (this (1) iDreamSky Technology Limited Company (2) Name and Particulars of the Sole Shareholder of the Seller [ 1 Name and Particulars of the Seller as set forth in Annex A [ Seller [ RECITALS Securities Owned as set forth in Annex A [ Whereas, as of the date of this] [Execution Version IDREAMSKY TECHNOLOGY LIMITED SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the (2) HK Company iDreamSky Technology (HK) Limited (创梦天地科技(香港)有限公司), a limited liability company incorporated under the laws of Hong Kong] [List of Subsidiaries Subsidiaries Name Jurisdiction of Incorporation iDreamSky Technology (HK) Limited Hong Kong Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Peoples Republic of China (PRC) Affiliated Entities Name Jurisdiction of Incorporation Beijing Chuangmeng Wuxian Technology Co., Ltd. PRC Shenzhen iDreamSky Technology Co., Ltd. PRC Shenzhen Mengyu Technology Co., Ltd. PRC Shenzhen Yiyou Technology Limited PRC Shenzhen Zhuoyou Technology]
[Subject to Completion Dated , 2014. American Depositary Shares Jumei International Holding Limited Representing Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Jumei International Holding Limited, or Jumei. Jumei is offering ADSs. The selling shareholders identified in this prospectus are offering an aggregate additional ADSs. Each ADS represents of our Class] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JUMEI INTERNATIONAL HOLDING LIMITED (Adopted by Special Resolution on November 18, 2011) 1. The name of the Company is Jumei International Holding Limited. 2. th The Registered Office of the Company shall be at P.O. Box 613, 4 3. The] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JUMEI INTERNATIONAL HOLDING LIMITED (adopted by a Special Resolution passed on April 11, 2014 and effective conditional and immediately upon the completion of the initial public offering of the Companys American Depository Shares representing its Class A Ordinary Shares)] [JUMEI INTERNATIONAL HOLDING LIMITED Name of Company: JUMEI INTERNATIONAL HOLDING LIMITED Number: Class A Ordinary Share(s): -[no. of shares]- Issued to: [name of shareholder] Dated Transferred from: Number Class A Ordinary Share(s) -[no. of shares]- Incorporated under the laws of the Cayman Islands Share capital is US$250,000 divided into 1,000,000,000 Shares comprising of (i) 840,000,000 Class A Ordinary Shares of] [JUMEI INTERNATIONAL HOLDING LIMITED SHAREHOLDERS AGREEMENT November 18, 2011 TABLE OF CONTENTS 1. DEFINITIONS 2 2. INFORMATION RIGHTS, INSPECTION RIGHTS AND BOARD REPRESENTATION 7 2.1 Information Rights and Inspection Rights 7 2.2 Board of Directors 9 3. REGISTRATION RIGHTS 10 3.1 Applicability of Rights 10 3.2 Definitions 10 3.3 Demand Registration 12 3.4 Piggyback Registrations 13] [THIS AMENDMENT TO SHAREHOLDERS AGREEMENT Amendment Company (1) Jumei International Holding Limited, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands with its registered address at P.O. Box 613, 4th Floor Harbour Centre, George Town, Grand Cayman KY1-1107, Cayman Islands (the Required Investors (2) K2 Partners L.P., Sequoia Capital China II L.P., Sequoia] [Our ref SSY/688757-000001/6901008v2 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The Peoples Republic of China 11 April 2014 Dear Sirs Jumei International Holding Limited Company Registration Statement Commission Offering ADSs Shares We have acted as Cayman Islands legal advisers to Jumei International] [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE FIRM/AFFILIATE LOS ANGELES, CALIFORNIA 90071-3144 OFFICES 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 April 11, 2014 HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE] [JUMEI INTERNATIONAL HOLDING LIMITED 2011 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) becomes the] [JUMEI INTERNATIONAL HOLDING LIMITED 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Jumei International Holding Limited 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] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this WHEREAS, the Indemnitee has agreed to render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the NOW, THEREFORE,] [JUMEI INTERNATIONAL HOLDING LIMITED DIRECTOR SERVICE AGREEMENT Agreement Company Director This Director Service Agreement (the I. SERVICES Board of Directors Board Effectiveness Date Expiration Date Memorandum and Articles 1.1 Director Services Director Services 1.2 II. COMPENSATION Compensation Schedule I 2.1 III. DUTIES OF DIRECTOR Fiduciary Duties 3.1 Confidentiality Confidential Information 3.2 3.3 Return of the Company Property Company Property] [EMPLOYMENT AGREEMENT Agreement Company Executive Group This EMPLOYMENT AGREEMENT (the 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 terms and conditions of] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B LEO OU CHEN Pledgor Party C: EEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a ] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B: YUSEN DAI Pledgor Party C: REEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a Whereas:] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B: HUI LIU Pledgor Party C: REEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a Whereas:] [LEO OU CHEN and HUI LIU and YUSEN DAI and BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT FOR REEMAKE MEDIA CO., LTD. January 24, 2014 AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT Amended and Restated Exclusive Option Agreement Agreement This 1. Schedule I Each of the Shareholders Listed in LEO OU CHEN (1) HUI LIU (2)] [LEO OU CHEN and HUI LIU and YUSEN DAI and BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. and REEMAKE MEDIA CO., LTD. AMENDED AND RESTATED SHAREHOLDERS VOTING RIGHTS AGREEMENT FOR REEMAKE MEDIA CO., LTD. January 24, 2014 AMENDED AND RESTATED SHAREHOLDERS VOTING RIGHTS AGREEMENT Amended and Restated Shareholders Voting Rights Agreement Agreement This 1. Schedule I Each of the Shareholders Listed] [JUMEI YOUPIN (BEIJING) SCIENCE AND TECHNOLOGY SERVICES CO., LTD. and REEMAKE MEDIA CO., LTD. EXCLUSIVE CONSULTING AND SERVICES AGREEMENT April 8, 2011 EXCLUSIVE CONSULTING AND SERVICES AGREEMENT Exclusive Consulting and Services Agreement Agreement PRC This (1) Jumei Youpin (Beijing) Science and Technology Services Co., Ltd., th Party A (2) Reemake Media Co., Ltd. Party B Party Parties (each a ] [POWER OF ATTORNEY Power of Attorney Proxy This Power of Attorney (the Company I, LEO OU CHEN, hereby grant to the Proxy a general proxy authorizing the Proxy to exercise, as my proxy and on my behalf, the following rights enjoyed by myself in my capacity as a shareholder of Reemake Media Co., Ltd. (the (1) to propose] [List of Subsidiaries and Consolidated Affiliated Entities of Jumei International Holding Limited Place of Incorporation Subsidiaries Jumei Hongkong Limited Hong Kong Shanghai Paddy Commerce and Trade Co., Ltd. PRC Chengdu Jumei Youpin Science and Technology Co., Ltd. PRC Tianjin Cycil Information Technology Co., Ltd. PRC Tianjin Darren Trading Co., Ltd. PRC Beijing Silvia Technology Service Co., Ltd. PRC Consolidated Affiliated] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Jumei International Holding Limited of our report dated March 20, 2014, except for Note 18, which is as of April 11, 2014, relating to the financial statements of Jumei International Holding Limited, which appears in such Registration Statement. We] [April 11, 2014 Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The Peoples Republic of China Re: Jumei International Holding Limited Ladies and Gentlemen, We hereby consent to the references to our name and the inclusion of information, data and statements from our research reports and amendments thereto, including but] [JUMEI INTERNATIONAL HOLDING LIMITED CODE OF BUSINESS CONDUCT AND ETHICS I. 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; SEC prompt internal] [Jumei International Holding Limited April 11, 2014 Re: Legal Opinion on Certain PRC Law Matters Dear Sirs, PRC We are lawyers qualified in the Peoples Republic of China (the Company Registration Statement SEC Offering ADSs We have acted as PRC legal counsel to Jumei International Holding Limited (the Appendix A VIE Agreements Documents In so acting, we have] [Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The Peoples Republic of China January 30, 2014 Confidential 100 F Street, N.E. Re: Jumei International Holding Limited Dear Sir/Madam, Company Draft Registration Statement ADSs Commission The Company has included in the Draft Registration Statement its audited consolidated financial statements as of]
[SINOPEC SHANGHAI PETROCHEMICAL COMPANY LIMITED Form 6-K Page 3 Announcement on Estimated Loss in the First Quarter of 2014 4 2 SINOPEC SHANGHAI PETROCHEMICAL COMPANY LIMITED]
[Dehaier Medical Appoints New Chief Financial Officer BEIJING, April 11, 2014 - Dehaier Medical Systems Ltd. Mr. Ping Chen, Chief Executive Officer of the Company, stated, “During his service as our Chief Financial Officer and director, Charles has supported stability and development in our financial systems. We are grateful for his contributions to Dehaier and wish him success in the] []
[DATE OF BOARD MEETING The board (the “Board”) of directors of China Southern Airlines Company Limited (the “Company”) hereby announces that a Board meeting will be held on Monday, 28 April 2014 for the purpose of considering and approving, inter alia, the first quarterly results of the Company for three months ended 31 March 2014. By Order of the Board] []
