[] [TENDER OFFER PROSPECTUS 1. Purchaser Purchaser: Advanced Semiconductor Engineering Inc. (the “ 2. Target Company SPIL Target Company: Siliconware Precision Industries Co., Ltd. (the “ 3. Common Shares ADSs Offerees Type of securities to be acquired: Common shares (the “ 4. Offer Cap ≒ Minimum Shares ROC Offer Number of securities to be acquired: 779,000,000 shares (including numbers of Common]
[SIMPSON THACHER & BARTLETT ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD HONG KONG (852) 2514-7600 FACSIMILE (852) 2869-7694 DIRECT DIAL NUMBER E-MAIL ADDRESS +852-2514-7660 DFERTIG@STBLAW.COM August 26, 2015 VIA EDGAR Division of Corporation Finance Re: Alibaba Group Holding Limited Registration Statement on Form F-4 Ladies and Gentlemen On behalf of our client, Please note that wire transfers totaling US$929,600 in]
[] [TENDER OFFER PROSPECTUS 1. Purchaser Purchaser: Advanced Semiconductor Engineering Inc. (the “ 2. Target Company SPIL Target Company: Siliconware Precision Industries Co., Ltd. (the “ 3. Common Shares ADSs Offerees Type of securities to be acquired: Common shares (the “ 4. Offer Cap ≒ Minimum Shares ROC Offer Number of securities to be acquired: 779,000,000 shares (including numbers of Common]
[FORM F-4 Under Alibaba Group Holding Limited Cayman Islands 5961 Not Applicable c/o Alibaba Group Services Limited Corporation Service Company (Name, address and telephone number of agent for service) Copies of communications to: Leiming Chen, Esq. William H. Hinman, Jr., Esq. Approximate date of commencement of proposed sale to the public: o o CALCULATION OF REGISTRATION FEE Title of each] [EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated November 28, 2014 (the Agreement) is entered into by and among Alibaba Group Holding Limited, an exempted company incorporated in the Cayman Islands (the Company), and Morgan Stanley & Co. International plc, Citigroup Global Markets Inc., Deutsche Bank AG, Singapore Branch and J.P. Morgan Securities LLC as representatives (the Representatives)] [COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our unaudited consolidated ratio of earnings to fixed charges for each of the periods indicated. The ratio of earnings to fixed charges is calculated by dividing earnings by fixed charges on a historical basis, in each case for the period indicated. For this purpose, fixed charges consist] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-4 of Alibaba Group Holding Limited of our report dated June 25, 2015 relating to the financial statements of Alibaba Group Holding Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading Experts]
[Execution Version TERMINATION AGREEMENT THIS TERMINATION AGREEMENT Agreement BETWEEN: (1) BRILLIANT CHINA HEALTHCARE INVESTMENT LIMITED Seller (2) GOLDEN MEDITECH HOLDINGS LIMITED Purchaser Party Parties RECITALS: (A) Purchase Agreement The Parties entered into a purchase agreement, dated as of May 4, 2015 (the " (B) The Parties wish to terminate the Purchase Agreement upon the terms and subject to the conditions] [Execution Version TERMINATION DEED THIS TERMINATION DEED Deed AMONG: (1) Mr. KAM YUEN ( 甘源 ) , Mr. Kam (2) BIO GARDEN INC. Bio Garden") (3) BRILLIANT CHINA HEALTHCARE INVESTMENT LIMITED Seller Party Parties RECITALS: (A) Purchaser Purchase Agreement Transaction The Seller and Golden Meditech Holdings Limited (the " (B) Voting Deed Mr. Kam, Bio Garden and the Seller entered] [Execution Version SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT Agreement BETWEEN: (1) BRILLIANT CHINA HEALTHCARE INVESTMENT LIMITED Seller (2) MAGNUM OPUS 2 INTERNATIONAL HOLDINGS LIMITED Purchaser Party Parties RECITALS: (A) SPV Sale Shares Shares SPV The Seller owns all the issued and outstanding shares (the " (B) Notes CCBC (C) CCBC Shares NYSE The Notes are convertible into ordinary shares] [Dated this 26 August 2015 B Y : Magnum Opus 2 International Holdings Limited IN FAVOUR OF: BRILLIANT CHINA HEALTHCARE INVESTMENT LIMITED CHARGE OVER SHARES IN EXCELLENT CHINA HEALTHCARE INVESTMENT LIMITED Conyers Dill & Pearman Attorneys at Law Cayman Islands TABLE OF CONTENTS 1 INTERPRETATION 3 2 5 3 CHARGOR’S COVENANTS 6 4 SECURITY 7 5 DEALINGS WITH CHARGED PROPERTY] [Execution Version Letter of Undertaking to Seller PO Box 309, Ugland House, Grand Cayman KY1-1104 Cayman Islands Dear Sirs, Re: Purchase of SPV Sale Shares Background MO2 GM SPV Notes CCBC Excellent China Healthcare Investment Limited (' The Notes are convertible into the ordinary shares of CCBC of par value US$0.0001 per share. KKR SPV Share Agreement SPV Share Agreement] [Was h i n g t o n , D . C . 2 05 4 9 SCHEDULE 13D (Rule 13d-1 and Rule 13d-2) (Amendment No. 3) CHINA CORD BLOOD CORPORATION (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Securities) G21107100 (CUSIP Number) David J. Sorkin, Esq. Kohlberg Kravis Roberts & Co. L.P. 9 West 57th]
[FORM F-4 Under Alibaba Group Holding Limited Cayman Islands 5961 Not Applicable c/o Alibaba Group Services Limited Corporation Service Company (Name, address and telephone number of agent for service) Copies of communications to: Leiming Chen, Esq. William H. Hinman, Jr., Esq. Approximate date of commencement of proposed sale to the public: o o CALCULATION OF REGISTRATION FEE Title of each] [EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated November 28, 2014 (the Agreement) is entered into by and among Alibaba Group Holding Limited, an exempted company incorporated in the Cayman Islands (the Company), and Morgan Stanley & Co. International plc, Citigroup Global Markets Inc., Deutsche Bank AG, Singapore Branch and J.P. Morgan Securities LLC as representatives (the Representatives)] [COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our unaudited consolidated ratio of earnings to fixed charges for each of the periods indicated. The ratio of earnings to fixed charges is calculated by dividing earnings by fixed charges on a historical basis, in each case for the period indicated. For this purpose, fixed charges consist] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-4 of Alibaba Group Holding Limited of our report dated June 25, 2015 relating to the financial statements of Alibaba Group Holding Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading Experts]
[Execution Version TERMINATION AGREEMENT THIS TERMINATION AGREEMENT Agreement BETWEEN: (1) BRILLIANT CHINA HEALTHCARE INVESTMENT LIMITED Seller (2) GOLDEN MEDITECH HOLDINGS LIMITED Purchaser Party Parties RECITALS: (A) Purchase Agreement The Parties entered into a purchase agreement, dated as of May 4, 2015 (the " (B) The Parties wish to terminate the Purchase Agreement upon the terms and subject to the conditions] [Execution Version TERMINATION DEED THIS TERMINATION DEED Deed AMONG: (1) Mr. KAM YUEN ( 甘源 ) , Mr. Kam (2) BIO GARDEN INC. Bio Garden") (3) BRILLIANT CHINA HEALTHCARE INVESTMENT LIMITED Seller Party Parties RECITALS: (A) Purchaser Purchase Agreement Transaction The Seller and Golden Meditech Holdings Limited (the " (B) Voting Deed Mr. Kam, Bio Garden and the Seller entered] [Execution Version SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT Agreement BETWEEN: (1) BRILLIANT CHINA HEALTHCARE INVESTMENT LIMITED Seller (2) MAGNUM OPUS 2 INTERNATIONAL HOLDINGS LIMITED Purchaser Party Parties RECITALS: (A) SPV Sale Shares Shares SPV The Seller owns all the issued and outstanding shares (the " (B) Notes CCBC (C) CCBC Shares NYSE The Notes are convertible into ordinary shares] [Dated this 26 August 2015 B Y : Magnum Opus 2 International Holdings Limited IN FAVOUR OF: BRILLIANT CHINA HEALTHCARE INVESTMENT LIMITED CHARGE OVER SHARES IN EXCELLENT CHINA HEALTHCARE INVESTMENT LIMITED Conyers Dill & Pearman Attorneys at Law Cayman Islands TABLE OF CONTENTS 1 INTERPRETATION 3 2 5 3 CHARGOR’S COVENANTS 6 4 SECURITY 7 5 DEALINGS WITH CHARGED PROPERTY] [Execution Version Letter of Undertaking to Seller PO Box 309, Ugland House, Grand Cayman KY1-1104 Cayman Islands Dear Sirs, Re: Purchase of SPV Sale Shares Background MO2 GM SPV Notes CCBC Excellent China Healthcare Investment Limited (' The Notes are convertible into the ordinary shares of CCBC of par value US$0.0001 per share. KKR SPV Share Agreement SPV Share Agreement] [Was h i n g t o n , D . C . 2 05 4 9 SCHEDULE 13D (Rule 13d-1 and Rule 13d-2) (Amendment No. 3) CHINA CORD BLOOD CORPORATION (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Securities) G21107100 (CUSIP Number) David J. Sorkin, Esq. Kohlberg Kravis Roberts & Co. L.P. 9 West 57th]
[Joint Filing Agreement [Remainder of Page Intentionally Left Blank] GOLDEN MEDITECH STEM CELLS (BVI) COMPANY LIMITED GOLDEN MEDITECH HOLDINGS LIMITED BIO GARDEN INC.] [Execution Version SHARE PURCHASE A THIS SHARE PURCHASE A Agreement BETWEEN : (1) BRILLIANT CHINA HEALTHCARE INVESTMENT LIMITED Seller (2) MAGNUM OPUS 2 INTERNATIONAL HOLDINGS LIMITED Purchaser Party Parties RECITALS: (A) SPV Sale Share s Share s SPV (B) Notes CCBC (C) CCBC Share s NYSE (D) (E) GM 1 AGREEMENT: SECTION 1 INTERPRETATION 1.1 Definitions A cquisition A] [Dated this 26 August 2015 B Y : Magnum Opus 2 International Holdings Limited IN FAVOUR OF: BRILLIANT CHINA HEALTHCARE INVESTMENT LIMITED CHARGE OVER SHARES IN EXCELLENT CHINA HEALTHCARE INVESTMENT LIMITED Conyers Dill & Pearman Attorneys at Law Cayman Islands TABLE OF CONTENTS 1 INTERPRETATION 3 2 5 3 CHARGORS COVENANTS 6 4 SECURITY] [Letter of Undertaking Golden Meditech Holdings Limited (GM) 48/F, Bank of China Tower 1 Garden Road Central Hong Kong Dear Sirs, Re: grant of option to acquire the Notes Background MO2 KKR SPV Notes CCBC Excellent China Healthcare Investment Limited ( Underlying CCBC Shares The Notes are convertible into the ordinary shares of CCBC of par value US$0.0001 per share] [Execution Version Letter of Undertaking to Seller BRILLIANT CHINA HEALTHCARE INVESTMENT LIMITED PO Box 309, Ugland House, Grand Cayman KY1-1104 Cayman Islands Dear Sirs, Re: Purchase of SPV Sale Shares Background MO2 GM Excellent China Healthcare Investment Limited SPV Notes CCBC The Notes are convertible into the ordinary shares of CCBC of par value US$0.0001 per share. KKR SPV Share] [Execution Version TERMINATION A THIS TERMINATION A Agreement BETWEEN : (1) BRILLIANT CHINA HEALTHCARE INVESTMENT LIMITED Seller (2) GOLDEN MEDITECH HOLDINGS LIMITED Purchaser Party Parties RECITALS: (A) Purchase Agreement ( AGREEMENT: 1. Termination of the Purchase Agreement 2. Governing Law and Dispute Resolution 3. Amendment 4. Counterparts [ ] 1 IN WITNESS WHEREOF this Agreement has been executed on the] [Execution Version TERMINATION DEED THIS TERMINATION DEED Deed AMONG : (1) Mr. KAM YUEN ( 甘源 ) Mr. Kam (2) BIO GARDEN INC. Bio Garden) (3) BRILLIANT CHINA HEALTHCARE INVESTMENT LIMITED Seller Party Parties RECITALS: (A) Purchaser Purchase Agreement Transaction (B) Voting Deed (B) (B) NOW THIS DEED WITNESSES 1. Termination of the Voting Deed 2. Governing Law and Dispute] []
