[FORM 20-F (Mark One) o OR ý For the fiscal year ended December 31, 2014. o For the transition period from to . o Date of event requiring this shell company report: . TAOMEE HOLDINGS LIMITED N/A Cayman Islands (Jurisdiction of incorporation or organization) 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Sam Lawn, Chief Financial Officer (Name,] [Termination Agreement Lessor (Party A): M&G Chenguang Holding (Group) Co., Ltd Address: 3488 Jinqian Rd, Qingcun Town, Fengxian District, Shanghai, China Legal representative: Chen Huxiong Lessee (Party B): Shanghai Taomee Animation Co., Ltd Address: Rm. 1302, F/13, Building No.2, No. 1528 Gumei Road, Xuhui District, Shanghai Legal representative: Wang Haibing Lease Contract Room 1302, F/13, Building No.2, No. 1528 Gumei] [Agreement on Termination of Contract Party A: M&G Chenguang Holding (Group) Co., Ltd Party B: Shanghai Shengran Information Technology Co., Ltd. Lease Contract Based on the 2 . The two parties hereto agreed that the lease term shall commence on July 1, 2012 and end on June 30, 2015 and the rents shall accrue as of July 1, 2012. Whereas,] [Housing Lease Contract This Housing Lease Contract (hereinafter referred to as this “Contract”) is made by and between the following two parties in Shanghai, P.R. China (hereinafter “China”) Lessor (Party A): M&G Chenguang Holding (Group) Co., Ltd. Address: 3488 Jinqian Road, Qingcun Town, Fengxian District, Shanghai Legal representative: Chen Huxiong Postal code: 201406 Tel.: 021-57474488 Fax: Business license no.: 310226000797609] [Housing Lease Contract This Housing Lease Contract (hereinafter referred to as this “Contract”) is made by and between the following two parties in Shanghai, P.R. China (hereinafter “China”) on Jan 23th in 2015: Lessor (Party A): M&G Chenguang Holding (Group) Co., Ltd. Address: 3488 Jinqian Road, Qingcun Town, Fengxian District, Shanghai Legal representative: Chen Huxiong Postal code: 201406 Tel.: 021-57474488] [Contract No.: JOINT INVESTMENT CONTRACT FOR ANIMATED FILM “SEER IV:Magic Stone Wars “ , 2014 THIS JOINT INVESTMENT CONTRACT (this “Contract”) is made as of (1) Party A: Shanghai Taomee Animation Co., Ltd. Address: 14F, A2, No.1528 Gumei Road, Xuhui District, Shanghai Tel.: 021-61280056 Fax: 021-33674012 Postal code: 200233 (2) Party B: Beijing Enlight Pictures Co., Ltd. Address: 3F, No.3] [Special Notice I. Real Rights Law of the People’s Republic of China Contract Law of the People’s Republic of China Land Administration Law of the People’s Republic of China Urban Real Estate Administration Law of the People’s Republic of China Rules on the Implementation of the Land Administration Law of the People’s Republic of China, Measures of the Shanghai Municipality] [Contract on Transfer of Rights to Use State-owned Construction Land Planning and Land Resources Contract on Transfer of Rights to Use State-owned Construction Land in Shanghai Municipality Hu Song GuiTu (2014) Chu Rang He Tong No. 37 (1.0 version) Songjiang Planning and Land Administration Bureau of Shanghai Municipality December 3, 2014 Contract on Transfer of the Right to Use State-owned] [List of Subsidiaries of Taomee Holdings Limited Beneficially Owned Subsidiaries Name of Company Jurisdiction of Percentage of 1. Taomee Holdings (HK) Limited Hong Kong 100 % 2. Shanghai Shengran Information Technology Co., Ltd. PRC 100 % 3. Shanghai Xinsheng Information Technology Co., Ltd. PRC 93 % 4. Shanghai Taomee Property Service Co., Ltd. PRC 99 % 5. Shanghai Taomee Wireless] [Certification by the Chief Executive Officer I, Benson Haibing Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Taomee Holdings Limited (the “Company”); 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] [Certification by the Chief Financial Officer I, Sam Lawn, certify that: 1. I have reviewed this annual report on Form 20-F of Taomee Holdings Limited (the “Company”); 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Benson Haibing Wang Chief Executive Officer EX-13.1 12 a2222697zex-13_1.htm EX-13.1] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Sam Lawn Chief Financial Officer EX-13.2 13 a2222697zex-13_2.htm EX-13.2] [上海市淮海中路 283 号香港广场 28 楼 邮编： 200021 电话： +86-21-2326-1888 传真： +86-21-2326-1999 28 Floor, Hong Kong Plaza, No. 283 Huai Hai Middle Road, Shanghai P.R. China 200021 Tel: +86-21-2326-1888 Fax: +86-21-2326-1999 April 15 , 201 5 Taomee Holdings Limited 1 6 /F, Building No. A-2, No. 1528 Gumei Road Xuhui District , Shanghai 200233 People’s Republic of China Dear Sirs, We] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333- 183651 on Form S-8 of our report dated April 15, 2015, relating to the consolidated financial statements and financial statement schedule of Taomee Holdings Limited, its subsidiaries and its variable interest entities, appearing in the Annual Report on Form 20-F of] [Our ref SHF/661280-000001/8081578v1 Direct tel +852 3690 7507 Email shirley.fu@maplesandcalder.com Taomee Holdings Limited No. 1528 Gumei Road Xuhui District Shanghai 200233 People’s Republic of China 15 April 2015 Dear Sirs Taomee Holdings Limited Yours faithfully, Maples and Calder EX-15.3 16 a2222697zex-15_3.htm EX-15.3]