[Execution Version NOTE SUBSCRIPTION AGREEMENT among COM COMPANY LIMITED and GOLDEN MEDITECH HOLDINGS LIMITED and MR. KAM YUEN and BLUE OCEAN STRUCTURE INVESTMENT COMPANY LTD Dated December 4, 2015 TABLE OF CONTENTS 1. Interpretations 2 2. The Notes 8 3.] []
[After the Merger is completed, Mr. Linguang Wu, director and chief executive officer of the Company, will serve as co-chairman and co-chief executive officer of the Surviving Company Barclays Bank PLC is serving as financial advisor to the Special Committee. Davis Polk & Wardwell is serving as U.S. legal advisor to the Special Committee and Walkers is serving as Cayman] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of December 7, 2015 among JIAYUAN.COM INTERNATIONAL LTD., LOVEWORLD INC. and FUTUREWORLD INC. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS . Definitions Section 1.01 2 . Other Definitional and Interpretative Provisions Section 1.02 8 ARTICLE 2 THE MERGER] [EXECUTION VERSION SPONSOR GUARANTEE GUARANTEE AGREEMENT Agreement Guarantor Company W I T N E S S E T H : Parent Merger Subsidiary Obligor Merger Agreement WHEREAS, LoveWorld Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands and an indirect wholly-owned subsidiary of Guarantor ( WHEREAS, as a condition precedent to entering into the] [001-35157 JIAYUAN.COM INTERNATIONAL LTD. F/15, Anhua Development Building No. 35 Anding Road Chaoyang District, Beijing The Peoples Republic of China (8610) 6113-6312 Form 20-F x o o o Yes o x JIAYUAN.COM INTERNATIONAL LTD.]
[After the Merger is completed, Mr. Linguang Wu, director and chief executive officer of the Company, will serve as co-chairman and co-chief executive officer of the Surviving Company Barclays Bank PLC is serving as financial advisor to the Special Committee. Davis Polk & Wardwell is serving as U.S. legal advisor to the Special Committee and Walkers is serving as Cayman] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of December 7, 2015 among JIAYUAN.COM INTERNATIONAL LTD., LOVEWORLD INC. and FUTUREWORLD INC. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS . Definitions Section 1.01 2 . Other Definitional and Interpretative Provisions Section 1.02 8 ARTICLE 2 THE MERGER] [EXECUTION VERSION SPONSOR GUARANTEE GUARANTEE AGREEMENT Agreement Guarantor Company W I T N E S S E T H : Parent Merger Subsidiary Obligor Merger Agreement WHEREAS, LoveWorld Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands and an indirect wholly-owned subsidiary of Guarantor ( WHEREAS, as a condition precedent to entering into the] [001-35157 JIAYUAN.COM INTERNATIONAL LTD. F/15, Anhua Development Building No. 35 Anding Road Chaoyang District, Beijing The Peoples Republic of China (8610) 6113-6312 Form 20-F x o o o Yes o x JIAYUAN.COM INTERNATIONAL LTD.]
[JOINT FILING AGREEMENT [ BTG Hotels (Group) Co., Ltd. BTG Hotels Group (HONGKONG) Holdings Co., Limited Beijing Tourism Group Co., Ltd. Poly Victory Investments Limited Ctrip.com International, Ltd. C-Travel International Limited] [Execution Version INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH 725 Fifth Avenue, 20/F CONFIDENTIAL December 6, 2015 BTG Hotels (Group) Co., Ltd. 51 Fuxingmennei Avenue BTG Hotels Group (HONGKONG) Holdings Co., Limited 51 Fuxingmennei Avenue Project H Ladies and Gentlemen: ICBC NY we us Commitment Party Initial Lender HoldCo Sponsor Transaction Description Term Sheet Commitment Letter You] [Agreement for Assets Purchase by Share Issue among BTG Hotels (Group) Co., Ltd. and Beijing Tourism Group Co., Ltd. and Relevant Shareholders of Homeinns Hotel Group December 2015 1 Contents Article 1 Definitions 6 Article 2 Structure of the Transaction 8 Article 3 Price of the Target Assets and Pricing Basis 11 Article 4 Employee Resettlement and Debt Disposal 12] [EXECUTION VERSION SUPPORT AGREEMENT Agreement Parent Holdco Company Schedule A Shareholder Shareholders This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger Surviving Company WHEREAS, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd Shares ADSs Rollover Shares Schedule A Securities WHEREAS, as of the date hereof, each Shareholder is the owner of record of certain ordinary shares, par value US$0.005] [EXECUTION VERSION CONSORTIUM AGREEMENT by and among BTG HOTELS (GROUP) CO., LTD., POLY VICTORY INVESTMENTS LIMITED, CTRIP.COM INTERNATIONAL, LTD., Neil Nanpeng Shen, JAMES JIANZHANG LIANG and DAVID JIAN SUN Dated as of December 6, 2015 TABLE OF CONTENTS Article I Participation in Transaction; Advisors; Approvals 1 Section 1.01 Transaction Process 1 Section 1.02 Information Sharing and Roles 1 Section 1.03] []
[JOINT FILING AGREEMENT [ BTG Hotels (Group) Co., Ltd. BTG Hotels Group (HONGKONG) Holdings Co., Limited Beijing Tourism Group Co., Ltd. Poly Victory Investments Limited Ctrip.com International, Ltd. C-Travel International Limited] [Execution Version INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH 725 Fifth Avenue, 20/F CONFIDENTIAL December 6, 2015 BTG Hotels (Group) Co., Ltd. 51 Fuxingmennei Avenue BTG Hotels Group (HONGKONG) Holdings Co., Limited 51 Fuxingmennei Avenue Project H Ladies and Gentlemen: ICBC NY we us Commitment Party Initial Lender HoldCo Sponsor Transaction Description Term Sheet Commitment Letter You] [Agreement for Assets Purchase by Share Issue among BTG Hotels (Group) Co., Ltd. and Beijing Tourism Group Co., Ltd. and Relevant Shareholders of Homeinns Hotel Group December 2015 1 Contents Article 1 Definitions 6 Article 2 Structure of the Transaction 8 Article 3 Price of the Target Assets and Pricing Basis 11 Article 4 Employee Resettlement and Debt Disposal 12] [EXECUTION VERSION SUPPORT AGREEMENT Agreement Parent Holdco Company Schedule A Shareholder Shareholders This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger Surviving Company WHEREAS, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd Shares ADSs Rollover Shares Schedule A Securities WHEREAS, as of the date hereof, each Shareholder is the owner of record of certain ordinary shares, par value US$0.005] [EXECUTION VERSION CONSORTIUM AGREEMENT by and among BTG HOTELS (GROUP) CO., LTD., POLY VICTORY INVESTMENTS LIMITED, CTRIP.COM INTERNATIONAL, LTD., Neil Nanpeng Shen, JAMES JIANZHANG LIANG and DAVID JIAN SUN Dated as of December 6, 2015 TABLE OF CONTENTS Article I Participation in Transaction; Advisors; Approvals 1 Section 1.01 Transaction Process 1 Section 1.02 Information Sharing and Roles 1 Section 1.03] []
[] [AGREEMENT AND PLAN OF MERGER among BTG Hotels Group (HONGKONG) Holdings Co., Limited, BTG Hotels Group (CAYMAN) Holding Co., Ltd, Homeinns Hotel Group and, solely for the purposes of Section 6.02(e), Section 6.08, Section 6.09, Section 8.06, Section 9.09 and Section 9.10, BTG Hotels (Group) Co., Ltd. Dated as of December 6, 2015 TABLE OF CONTENTS Page Article I THE] []
[Taiwan Semiconductor Manufacturing Company Ltd. By Lora Ho Senior Vice President & Chief Financial Officer TSMC Applies for 12-inch Wafer Fab and Design Service Center in China Hsinchu, Taiwan, R.O.C. December 7, 2015 - The planned capacity of the facility is 20,000 12-inch wafers per month , and would be scheduled to begin volume production of 16nm process technology]
[] [AGREEMENT AND PLAN OF MERGER among BTG Hotels Group (HONGKONG) Holdings Co., Limited, BTG Hotels Group (CAYMAN) Holding Co., Ltd, Homeinns Hotel Group and, solely for the purposes of Section 6.02(e), Section 6.08, Section 6.09, Section 8.06, Section 9.09 and Section 9.10, BTG Hotels (Group) Co., Ltd. Dated as of December 6, 2015 TABLE OF CONTENTS Page Article I THE] []
[Taiwan Semiconductor Manufacturing Company Ltd. By Lora Ho Senior Vice President & Chief Financial Officer TSMC Applies for 12-inch Wafer Fab and Design Service Center in China Hsinchu, Taiwan, R.O.C. December 7, 2015 - The planned capacity of the facility is 20,000 12-inch wafers per month , and would be scheduled to begin volume production of 16nm process technology]
[股份购买协议 Share Purchase Agreement 本协议由以下各方于 年 月 1 日在北京市签订： This Agreement is executed in Beijing, China on this day of December 1, 2015 by and among: 甲方 ： Party A （研控科技有限公司） 授权代表 ： Authorized representative 银燊平 乙方 ： Party B 乙方一： 乙方二： 乙方三： 婧 丙方 ： Party C 青海华油井下石油技术有限公司 Qinghai Hua You Downhole Technology Co., Ltd 授权代表 ： Authorized representative] [EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT Agreement Party A: Recon HengdaTechnology (Beijing) Co.,Ltd. Room 5771, Floor 5, Shenchang Building, Courtyard 51, Zhichun Road, Haidian District, Beijing, China. Party B: HUANG Baokun, SHI Jing, LI Suzhen. HUANG Baokun SHI Jing LI Suzhen Party C: Qinghai Hua You Downhole Technology Co., Ltd. Registered Address: Courtyard 0467, Huancheng] [EQUITY INTEREST PLEDGE AGREEMENT THIS EQUITY INTEREST PLEDGE AGREEMENT （ Agreement ） Pledgee: Recon Hengda Technology (Beijing) Co., Ltd. (“Party A”) Registered Address: Room5771, Floor 5, Shenchang Building, Courtyard 51, Zhichun Road, Haidian District, Beijing, China. Pledgor: HUANG Baokun, SHI Jing, LI Suzhen. HUANG Baokun SHI Jing LI Suzhen WHEREAS: 1. Party A is a wholly foreign-owned enterprise duly established] [Power of Attorney QINGHAI HUAYOU RECON HENGDA . (“ RECON HENGDA is entitled to execute the Transfer Agreement mentioned in the Exclusive Equity Interest Purchase Agreement within its authority and duly perform the Equity Interest Pledge Agreement and the Exclusive Equity Interest Purchase Agreement that are entered into simultaneously with this Power of Attorney by me. The execution of the] [Power of Attorney QINGHAI HUAYOU RECON HENGDA . (“ RECON HENGDA is entitled to execute the Transfer Agreement mentioned in the Exclusive Equity Interest Purchase Agreement within its authority and duly perform the Equity Interest Pledge Agreement and the Exclusive Equity Interest Purchase Agreement that are entered into simultaneously with this Power of Attorney by me. The execution of the] [Power of Attorney QINGHAI HUAYOU LI Suzhen, Chinese nationality, ID Num.: hold 7% equity interest in Qinghai Hua You Downhole Technology Co., Ltd. (“ RECON HENGDA . (“ RECON HENGDA is entitled to execute the Transfer Agreement mentioned in the Exclusive Equity Interest Purchase Agreement within its authority and duly perform the Equity Interest Pledge Agreement and the Exclusive Equity] [EXCLUSIVE TECHNICAL CONSULTING AND SERVICE AGREEMENT THIS EXCLUSIVE TECHINCAL CONSULTING AND SERVICE AGREEMENT Agreement Party A: Recon Hengda Technology (Beijing) Co.,Ltd. Registered Address: Room5771, Floor 5, Shenchang Building, Courtyard 51, Zhichun Road, Haidian District, Beijing, China. Party B: Qinghai Hua You Downhole Technology Co., Ltd. Registered Address: Courtyard 0467, Huancheng Road, Huatugou town, Mangya District, Qinghai, China. WHEREAS, 1. Party] [Recon Technology, Ltd. Announces Acquisition of New Business to Expand Service Chain and Strengthen its Operation in West China BEIJING, Dec. 7, 2015 /PRNewswire/ -- Recon Technology, Ltd. (NASDAQ: RCON), ("Recon" or the "Company"), a leading independent oilfield services provider operating primarily in China, today announced that the Company will acquire a 100% equity interest in Qinghai Hua You Downhole] []
