VIMC [Vimicro International] SC 13D/A: (Original Filing)

[FOUNDER LIMITED GUARANTEE Founder Limited Guarantee Guarantor Founder Guarantor Guarantors Guaranteed Party FOUNDER LIMITED GUARANTEE, dated as of September 15, 2015 (this " GUARANTEE Merger Agreement Parent Merger Sub Merger provided Cap 1. Non-Recourse Party Founder Retained Claims 2. 2 NO WAIVER; CUMULATIVE RIGHTS 3. 4. Section 7 3 NO ASSIGNMENT 5. NOTICES 6. if to the Guarantors: 15/F Shining] [SPONSOR LIMITED GUARANTEE Limited Guarantee Guarantor Sponsor Guarantor Guarantors Guaranteed Party SPONSOR LIMITED GUARANTEE, dated as of September 15, 2015 (this "Sponsor GUARANTEE Merger Agreement Parent Merger Sub Merger provided Cap 1. Non-Recourse Party Sponsor Retained Claims 2. 2 NO WAIVER; CUMULATIVE RIGHTS 3. 4. Section 7 NO ASSIGNMENT 5. 3 NOTICES 6. if to the Guarantors: Alpha Spring Limited] [COMMITMENT LETTER September 15, 2015 Alpha Spring Limited Room 906, Bank of Shanghai Tower, 168 Middle Yincheng Road, Pudong District, Shanghai, People’s Republic of China Fax No.: +8621 6859-1615 Attn: David Lee Ladies and Gentlemen: Sponsor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitment of Alpha Spring Limited, a limited liability company incorporated under] [ROLLOVER AGREEMENT Agreement Parent Merger Sub Company Rollover Shareholder Rollover Shareholders This ROLLOVER AGREEMENT (this “ Merger Agreement WHEREAS, Parent and Merger Sub have entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “ Schedule 1 Rollover Shares Schedule 1 Parent Issued] [VOTING AGREEMENT Agreement Parent Merger Sub Shareholder Indirect Owners This VOTING AGREEMENT (this “ Company Merger Agreement Merger WHEREAS, Parent, Merger Sub and Vimicro International Corporation (the “ WHEREAS, the Shareholder, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement; Securities Rollover Agreement WHEREAS, receipt of the Requisite Shareholder Approval is a condition] [VOTING AGREEMENT Agreement Parent Merger Sub Holdco Mr. Yang Shareholders Shareholder This VOTING AGREEMENT (this “ Company Merger Agreement Merger WHEREAS, Parent, Merger Sub and Vimicro International Corporation (the “ WHEREAS, the Shareholders, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement; Securities Rollover Agreement WHEREAS, receipt of the Requisite Shareholder Approval is] [VOTING AGREEMENT Agreement Parent Merger Sub Holdco Mr. Deng Shareholders Shareholder This VOTING AGREEMENT (this “ Company Merger Agreement Merger WHEREAS, Parent, Merger Sub and Vimicro International Corporation (the “ WHEREAS, the Shareholders, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement; Securities Rollover Agreement WHEREAS, receipt of the Requisite Shareholder Approval is] [VOTING AGREEMENT Agreement Parent Merger Sub Holdco Mr. Jin Shareholders Shareholder This VOTING AGREEMENT (this “ Company Merger Agreement Merger WHEREAS, Parent, Merger Sub and Vimicro International Corporation (the “ WHEREAS, the Shareholders, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement; Securities Rollover Agreement WHEREAS, receipt of the Requisite Shareholder Approval is] []

By | 2016-03-22T19:46:07+00:00 September 25th, 2015|Categories: Chinese Stocks, SEC Original, VIMC|Tags: , , , , , |0 Comments
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KUTV [Ku6 Media] 6-K: Ku6 Media Co., Ltd. Building 6, Zhengtongchuangyi Centre

[Ku6 Media Co., Ltd. Building 6, Zhengtongchuangyi Centre No. 18, Xibahe Xili, Chaoyang District Beijing 100028, People’s Republic of China NOTICE OF 201 5 ANNUAL GENERAL MEETING OF SHAREHOLDERS OCTOBER 29 , 201 5 Important Notice Regarding the Availability of Proxy Materials for the 201 5 Annual General Meeting of Shareholders to be Held on OCTOBER 29 , 201 5] [Ku6 Media Co., Ltd. Building 6, Zhengtongchuangyi Centre No. 18, Xibahe Xili, Chaoyang District Beijing 100028, People’s Republic of China 201 5 ANNUAL GENERAL MEETING OF SHAREHOLDERS OCTOBER 29 , 201 5 PROXY STATEMENT General Board our Board We are soliciting the proxy on behalf of our Board of Directors (the “ Ku6 Company 201 5 AGM This proxy statement] [THIS PROXY IS SOLICITED ON BEHALF OF 5 ANNUAL GENERAL MEETING OF SHAREHOLDERS OCTOBER 29 , 201 5 1 insert name insert address 2 Ku6 Company 201 5 AGM Notice Proxy Statement 3 201 5 AGM PROPOSAL NO. o o o PROPOSAL NO. o o o PROPOSAL NO. o o o PROPOSAL NO. o o o PROPOSAL NO. o o] [Time Sensitive Materials Depositary’s Notice of 2015 Annual General Meeting of Shareholders of Ku6 Media Co., Ltd. ADSs: American Depositary Shares evidenced by American Depositary Receipts (“ADRs”). ADS CUSIP No.: 48274B103. September 21, 2015. Meeting Specifics: 2015 Annual General Meeting of Shareholders to be held on October 29, 2015 at 10:00 A.M. (Hong Kong time) at Boardroom I, Business Centre,] [Ku6 Media Co., Ltd.]

By | 2016-04-01T14:14:04+00:00 September 25th, 2015|Categories: Chinese Stocks, KUTV, Webplus ver|Tags: , , , , , |0 Comments
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VIMC [Vimicro International] SC 13D/A: FOUNDER LIMITED GUARANTEE Founder Limited Guarantee Guarantor Founder

[FOUNDER LIMITED GUARANTEE Founder Limited Guarantee Guarantor Founder Guarantor Guarantors Guaranteed Party FOUNDER LIMITED GUARANTEE, dated as of September 15, 2015 (this " GUARANTEE Merger Agreement Parent Merger Sub Merger provided Cap 1. Non-Recourse Party Founder Retained Claims 2. 2 NO WAIVER; CUMULATIVE RIGHTS 3. 4. Section 7 3 NO ASSIGNMENT 5. NOTICES 6. if to the Guarantors: 15/F Shining] [SPONSOR LIMITED GUARANTEE Limited Guarantee Guarantor Sponsor Guarantor Guarantors Guaranteed Party SPONSOR LIMITED GUARANTEE, dated as of September 15, 2015 (this "Sponsor GUARANTEE Merger Agreement Parent Merger Sub Merger provided Cap 1. Non-Recourse Party Sponsor Retained Claims 2. 2 NO WAIVER; CUMULATIVE RIGHTS 3. 4. Section 7 NO ASSIGNMENT 5. 3 NOTICES 6. if to the Guarantors: Alpha Spring Limited] [COMMITMENT LETTER September 15, 2015 Alpha Spring Limited Room 906, Bank of Shanghai Tower, 168 Middle Yincheng Road, Pudong District, Shanghai, People’s Republic of China Fax No.: +8621 6859-1615 Attn: David Lee Ladies and Gentlemen: Sponsor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitment of Alpha Spring Limited, a limited liability company incorporated under] [ROLLOVER AGREEMENT Agreement Parent Merger Sub Company Rollover Shareholder Rollover Shareholders This ROLLOVER AGREEMENT (this “ Merger Agreement WHEREAS, Parent and Merger Sub have entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “ Schedule 1 Rollover Shares Schedule 1 Parent Issued] [VOTING AGREEMENT Agreement Parent Merger Sub Shareholder Indirect Owners This VOTING AGREEMENT (this “ Company Merger Agreement Merger WHEREAS, Parent, Merger Sub and Vimicro International Corporation (the “ WHEREAS, the Shareholder, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement; Securities Rollover Agreement WHEREAS, receipt of the Requisite Shareholder Approval is a condition] [VOTING AGREEMENT Agreement Parent Merger Sub Holdco Mr. Yang Shareholders Shareholder This VOTING AGREEMENT (this “ Company Merger Agreement Merger WHEREAS, Parent, Merger Sub and Vimicro International Corporation (the “ WHEREAS, the Shareholders, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement; Securities Rollover Agreement WHEREAS, receipt of the Requisite Shareholder Approval is] [VOTING AGREEMENT Agreement Parent Merger Sub Holdco Mr. Deng Shareholders Shareholder This VOTING AGREEMENT (this “ Company Merger Agreement Merger WHEREAS, Parent, Merger Sub and Vimicro International Corporation (the “ WHEREAS, the Shareholders, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement; Securities Rollover Agreement WHEREAS, receipt of the Requisite Shareholder Approval is] [VOTING AGREEMENT Agreement Parent Merger Sub Holdco Mr. Jin Shareholders Shareholder This VOTING AGREEMENT (this “ Company Merger Agreement Merger WHEREAS, Parent, Merger Sub and Vimicro International Corporation (the “ WHEREAS, the Shareholders, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement; Securities Rollover Agreement WHEREAS, receipt of the Requisite Shareholder Approval is] []

By | 2016-03-22T19:48:18+00:00 September 25th, 2015|Categories: Chinese Stocks, VIMC, Webplus ver|Tags: , , , , , |0 Comments
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RCON [Recon Technology] 10-K: (Original Filing)

[RECON TECHNOLOGY, LTD FORM 10-K INDEX PART I 3 Item 1. Business. 3 Item 1A. Risk Factors. 15 Item 1B. Unresolved Staff Comments. 16 Item 2. Properties. 16 Item 3. Legal Proceedings. 16 Item 4. Mine Safety Disclosures. 16 PART II 17 Item 5. 17 Item 6. Selected Financial Data. 18 Item 7. Management’s Discussion and Analysis of Financial Condition] [List of Subsidiaries Recon Technology, Ltd Subsidiary (Hong Kong): Recon Technology Co., Limited Subsidiary (PRC): Recon Technology (Jining) Co., Ltd. VIE affiliates (PRC): Beijing BHD Petroleum Technology Co. Ltd. Nanjing Recon Technology Co., Ltd.] [I, Yin Shenping, certify that: (1) I have reviewed this Form 10-K of Recon Technology, 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 made, not misleading with] [Certification of Principal Financial Officer I, Liu Jia, certify that: (1) I have reviewed this Form 10-K of Recon Technology, 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the this period report fairly presents, in all material respects, the financial condition and results of operations of Recon Technology, Ltd. Yin Shenping] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the this period report fairly presents, in all material respects, the financial condition and results of operations of Recon Technology, Ltd. Liu Jia Chief Financial Officer (Principal Financial Officer)]

By | 2016-04-01T15:55:43+00:00 September 25th, 2015|Categories: Chinese Stocks, RCON, SEC Original|Tags: , , , , , |0 Comments
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RCON [Recon Technology] 10-K: RECON TECHNOLOGY, LTD FORM 10-K INDEX PART I

[RECON TECHNOLOGY, LTD FORM 10-K INDEX PART I 3 Item 1. Business. 3 Item 1A. Risk Factors. 15 Item 1B. Unresolved Staff Comments. 16 Item 2. Properties. 16 Item 3. Legal Proceedings. 16 Item 4. Mine Safety Disclosures. 16 PART II 17 Item 5. 17 Item 6. Selected Financial Data. 18 Item 7. Management’s Discussion and Analysis of Financial Condition] [List of Subsidiaries Recon Technology, Ltd Subsidiary (Hong Kong): Recon Technology Co., Limited Subsidiary (PRC): Recon Technology (Jining) Co., Ltd. VIE affiliates (PRC): Beijing BHD Petroleum Technology Co. Ltd. Nanjing Recon Technology Co., Ltd.] [I, Yin Shenping, certify that: (1) I have reviewed this Form 10-K of Recon Technology, 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 made, not misleading with] [Certification of Principal Financial Officer I, Liu Jia, certify that: (1) I have reviewed this Form 10-K of Recon Technology, 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the this period report fairly presents, in all material respects, the financial condition and results of operations of Recon Technology, Ltd. Yin Shenping] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the this period report fairly presents, in all material respects, the financial condition and results of operations of Recon Technology, Ltd. Liu Jia Chief Financial Officer (Principal Financial Officer)]

By | 2016-04-01T15:57:08+00:00 September 25th, 2015|Categories: Chinese Stocks, RCON, Webplus ver|Tags: , , , , , |0 Comments
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RCON [Recon Technology] 8-K: (Original Filing)

[Recon Technology, Ltd. Reports Fiscal Year 2015 Financial Results BEIJING, Sept. 25, 2015 /PRNewswire/ — Recon Technology, Ltd. (NASDAQ: RCON), ("Recon" or the "Company"), a leading independent oilfield services provider operating primarily in China, today reported its financial results for the fiscal year 2015, which ended June 30, 2015. FY2015 Financial Highlights: • Total revenues for FY2015 were RMB51.5 million] []

By | 2016-04-01T15:58:14+00:00 September 25th, 2015|Categories: Chinese Stocks, RCON, SEC Original|Tags: , , , , , |0 Comments
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EDU [New Oriental Education & Technology] 20-F: (Original Filing)

[INTRODUCTION 1 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4 ITEM 3. KEY INFORMATION 4 ITEM 4. INFORMATION ON THE COMPANY 34 ITEM 4A. UNRESOLVED STAFF COMMENTS 60 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 60 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 86 ITEM 7. MAJOR SHAREHOLDERS] [List of Subsidiaries and Variable Interest Entities Subsidiaries: Jurisdiction of Direct Parent Company of the Subsidiary and its Jurisdiction of Incorporation Beijing Decision Education & Consulting Co., Ltd. PRC Elite Concept Holdings Limited (Hong Kong) Beijing Judgment Education & Consulting Co., Ltd. PRC Winner Park Limited (Hong Kong) Beijing Hewstone Technology Co., Ltd. PRC Elite Concept Holdings Limited (Hong Kong)] [NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. AMENDED AND RESTATED CODE OF BUSINESS CONDUCT AND ETHICS Purpose 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 violations of the Code; and] [I, Michael Minhong Yu, certify that: 1. I have reviewed this annual report on Form 20-F of New Oriental Education & Technology Group Inc.; 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] [Certification by the Principal Financial Officer I, Zhihui Yang, certify that: 1. I have reviewed this annual report on Form 20-F of New Oriental Education & Technology Group Inc.; 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Michael Minhong Yu Chief Executive Officer EX-13.1 6 d43716dex131.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. Zhihui Yang Chief Financial Officer EX-13.2 7 d43716dex132.htm EX-13.2] [TIAN YUAN LAW FIRM 10/F, CPIC Plaza, No. 28 FengSheng Hutong, Xicheng District, Beijing, 100032, P.R.China Tel: (8610) 5776-3888; Fax: (8610) 5776-3777. New Oriental Education & Technology Group Inc. No. 6 Hai Dian Zhong Street Haidian District, Beijing 100080 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-15.1 8 d43716dex151.htm EX-15.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333-172020 and 333-140083 on Form S-8 of our reports dated September 25, 2015, relating to the consolidated financial statements and financial statement schedule of New Oriental Education & Technology Group Inc., its subsidiaries, variable interest entities and their schools and subsidiaries]

By | 2016-03-26T21:59:34+00:00 September 25th, 2015|Categories: Chinese Stocks, EDU, SEC Original|Tags: , , , , , |0 Comments
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RCON [Recon Technology] 8-K: Recon Technology, Ltd. Reports Fiscal Year 2015 Financial

[Recon Technology, Ltd. Reports Fiscal Year 2015 Financial Results BEIJING, Sept. 25, 2015 /PRNewswire/ — Recon Technology, Ltd. (NASDAQ: RCON), ("Recon" or the "Company"), a leading independent oilfield services provider operating primarily in China, today reported its financial results for the fiscal year 2015, which ended June 30, 2015. FY2015 Financial Highlights: • Total revenues for FY2015 were RMB51.5 million] []

By | 2016-04-01T15:59:10+00:00 September 25th, 2015|Categories: Chinese Stocks, RCON, Webplus ver|Tags: , , , , , |0 Comments
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