[] [Clarification and Explanation in Connection with ASE’s Tender Offer for SPIL Shares The Taiwan Fair Trade Commission (“FTC”) is currently reviewing the antitrust filing in connection with the offer by Advanced Semiconductor Engineering, Inc. (“ASE”) to purchase up to 770,000,000 common shares of Siliconware Precision Industries Co., Ltd. (“SPIL”) (the “Acquisition”). ASE originally did not wish to issue a public]
[JA Solar Announces Preliminary Unaudited Key Operating Results for the Fourth Quarter of 2015 and Schedules Investor Conference Call for March 15, 2016 BEIJING, Feb. 25, 2016 (GLOBE NEWSWIRE) JA Solar Holdings Co., Ltd. (Nasdaq:JASO) (JA Solar or JA), one of the worlds largest manufacturers of high-performance solar power products, today announced that shipments for the fourth quarter of] [JA Solar Holdings Co., Ltd. By]
[SOHU.COM INC. PAGE PART I Item 1 Business 4 Item 1A Risk Factors 42 Item 1B Unresolved Staff Comments 92 Item 2 Properties 92 Item 3 Legal Proceedings 93 Item 4 Mine Safety Disclosures 93 PART II Item 5 93 Item 6 Selected Financial Data 95 Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations 97] [LOAN AGREEMENT The Loan Agreement (hereinafter referred to as the Agreement) was entered into on July 6, 2015 in Beijing, the Peoples Republic of China (China): By and between Party A: Beijing Changyou Gamespace Software Technology Co.,Ltd., Party B: Beijing Changyou Star Digital Technology Co., Ltd., (For the purpose hereof, Party A and Party B are collectively referred to the] [EQUITY INTEREST PURCHASE AGREEMENT The Equity Interest Purchase Agreement (hereinafter referred to as the Agreement) was entered into on July 6, 2015 in Beijing, the Peoples Republic of China (China): Party A: Beijing Changyou Gamespace Software Technology Co.,Ltd., Party B: Beijing Changyou Star Digital Technology Co., Ltd., Party C: Beijing Guanyou Gamespace Digital Technology Co., Ltd., Whereas: 1. Party A] [EQUITY PLEDGE AGREEMENT The Equity Pledge Agreement (hereinafter referred to as the Agreement) was entered into on July 6, 2015 in Beijing, the Peoples Republic of China (China): By and among: The Pledgor: Beijing Changyou Star Digital Technology Co., Ltd., The Pledgee: Beijing Changyou Gamespace Software Technology Co.,Ltd., The Company: Beijing Guanyou Gamespace Digital Technology Co., Ltd. (For the purpose] [BUSINESS OPERATION AGREEMENT The Business Agreement (hereinafter referred to as the Agreement) was entered into on July 6, 2015 in Beijing, the Peoples Republic of China (China): Party A: Beijing Changyou Gamespace Software Technology Co.,Ltd., Party B: Beijing Guanyou Gamespace Digital Technology Co., Ltd., Party C: Beijing Changyou Star Digital Technology Co., Ltd., Whereas: 1. Party A is a wholly] [Power of Attorney The Company, Beijing Changyou Star Digital Technology Co., Ltd., a citizen/registered limited liability company in the Peoples Republic of China (hereinafter referred to as China), has a company registration number 110107019384580, and holds 100% equity of Beijing Guanyou Gamespace Digital Technology Co., Ltd. (the Guanyou Gamespace) as Guanyou Gamespaces shareholder. The Company again agrees to and irrevocably] [Equity Pledge Agreement The Equity Pledge Agreement (hereinafter referred to as the Agreement) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B1: YANG Yongzhi Party B2: Beijing Changyou Star Digital Technology Co., Ltd. For the purpose hereof, Party B1 and Party B2 are referred to Party B and Party] [Exclusive Call Option Agreement The Exclusive Call Option Agreement (hereinafter referred to as the Agreement) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: YANG Yongzhi ID number: 422123197810104218 Party C: Beijing Changyou Star Digital Technology Co., Ltd. Party D: Baina (Wuhan) Information Technology Co., Ltd. For the purpose] [Exclusive Services Agreement The Exclusive Services Agreement (hereinafter referred to as the Agreement) was entered into on September 30, 2015: By and between: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: Baina (Wuhan) Information Technology Co., Ltd. For the purpose hereof, Party A and Party B are referred to as the parties and each a party. Whereas 1] [BUSINESS OPERATION AGREEMENT The Business Agreement (hereinafter referred to as the Agreement) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: Baina (Wuhan) Information Technology Co., Ltd. Party C: YANG Yongzhi ID number: 422123197810104218 Party D: Beijing Changyou Star Digital Technology Co., Ltd. For the purpose hereof, Party A,] [Power of Attorney the Authorized is entitled to on my behalf and as a holder of Wuhan Baina Informations 40% equity exercise all shareholders rights available to me in accordance with the law and the companys articles of association, including but not limited to: the right to propose a shareholders meeting, accept any notice on the convening and proceedings of] [Share Purchase Agreement The Share Purchase Agreement (hereinafter referred to as the Agreement) was entered into on April 16, 2015 in Beijing, China: By and among: (1) Mr. MENG Shuqi, (2) Shanghai Yong Chong Investment Center LP, (3) Beijing Gamease Age Digital Technology Co., Ltd., (4) Shenzhen 7 Road Technology Co., Ltd. The above parties are collectively referred to the] [Direct and Indirect Subsidiaries Jurisdiction of Organization Ownership Sohu.com Limited Cayman Islands 100% Sohu.com (Hong Kong) Ltd. Hong Kong 100% Beijing Sohu New Era Information Technology Co., Ltd. Peoples Republic of China 100% Beijing Sohu New Momentum Information Technology Co., Ltd. Peoples Republic of China 100% Beijing Sohu New Media Information Technology Co., Ltd. Peoples Republic of China 100% Go2Map] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-61814, No. 333-117412, No. 333-125960, No. 333-174955) of Sohu.com Inc. of our report dated February 26, 2016 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears] [Consent of Haiwen & Partners, PRC Counsel February 26, 2016 Sohu.com Inc. 18/F, SOHU.com Media Plaza Block 3, No. 2 Kexueyuan South Road Haidian District Beijing 100190 Peoples Republic of China Subject: Consent of Haiwen & Partners We also hereby consent to the use of our firm name and summaries of our firms opinions under the headings Business Government Regulation] [I, Charles Zhang, certify that: 1. I have reviewed this annual report on Form 10-K of Sohu.com 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 which such statements were made, not] [I, Carol Yu, certify that: 1. I have reviewed this annual report on Form 10-K of Sohu.com 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 which such statements were made, not] [SOHU.COM INC. OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the fiscal year ended December 31, 2015. Charles Zhang, Chief Executive Officer and Chairman of the Board of Directors February] [SOHU.COM INC. OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the fiscal year ended December 31, 2015. Carol Yu, President and Chief Financial Officer February 26, 2016 EX-32.2 19 d86734dex322.htm]
[JA Solar Announces Preliminary Unaudited Key Operating Results for the Fourth Quarter of 2015 and Schedules Investor Conference Call for March 15, 2016 BEIJING, Feb. 25, 2016 (GLOBE NEWSWIRE) JA Solar Holdings Co., Ltd. (Nasdaq:JASO) (JA Solar or JA), one of the worlds largest manufacturers of high-performance solar power products, today announced that shipments for the fourth quarter of] [JA Solar Holdings Co., Ltd. By]
[SOHU.COM INC. PAGE PART I Item 1 Business 4 Item 1A Risk Factors 42 Item 1B Unresolved Staff Comments 92 Item 2 Properties 92 Item 3 Legal Proceedings 93 Item 4 Mine Safety Disclosures 93 PART II Item 5 93 Item 6 Selected Financial Data 95 Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations 97] [LOAN AGREEMENT The Loan Agreement (hereinafter referred to as the Agreement) was entered into on July 6, 2015 in Beijing, the Peoples Republic of China (China): By and between Party A: Beijing Changyou Gamespace Software Technology Co.,Ltd., Party B: Beijing Changyou Star Digital Technology Co., Ltd., (For the purpose hereof, Party A and Party B are collectively referred to the] [EQUITY INTEREST PURCHASE AGREEMENT The Equity Interest Purchase Agreement (hereinafter referred to as the Agreement) was entered into on July 6, 2015 in Beijing, the Peoples Republic of China (China): Party A: Beijing Changyou Gamespace Software Technology Co.,Ltd., Party B: Beijing Changyou Star Digital Technology Co., Ltd., Party C: Beijing Guanyou Gamespace Digital Technology Co., Ltd., Whereas: 1. Party A] [EQUITY PLEDGE AGREEMENT The Equity Pledge Agreement (hereinafter referred to as the Agreement) was entered into on July 6, 2015 in Beijing, the Peoples Republic of China (China): By and among: The Pledgor: Beijing Changyou Star Digital Technology Co., Ltd., The Pledgee: Beijing Changyou Gamespace Software Technology Co.,Ltd., The Company: Beijing Guanyou Gamespace Digital Technology Co., Ltd. (For the purpose] [BUSINESS OPERATION AGREEMENT The Business Agreement (hereinafter referred to as the Agreement) was entered into on July 6, 2015 in Beijing, the Peoples Republic of China (China): Party A: Beijing Changyou Gamespace Software Technology Co.,Ltd., Party B: Beijing Guanyou Gamespace Digital Technology Co., Ltd., Party C: Beijing Changyou Star Digital Technology Co., Ltd., Whereas: 1. Party A is a wholly] [Power of Attorney The Company, Beijing Changyou Star Digital Technology Co., Ltd., a citizen/registered limited liability company in the Peoples Republic of China (hereinafter referred to as China), has a company registration number 110107019384580, and holds 100% equity of Beijing Guanyou Gamespace Digital Technology Co., Ltd. (the Guanyou Gamespace) as Guanyou Gamespaces shareholder. The Company again agrees to and irrevocably] [Equity Pledge Agreement The Equity Pledge Agreement (hereinafter referred to as the Agreement) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B1: YANG Yongzhi Party B2: Beijing Changyou Star Digital Technology Co., Ltd. For the purpose hereof, Party B1 and Party B2 are referred to Party B and Party] [Exclusive Call Option Agreement The Exclusive Call Option Agreement (hereinafter referred to as the Agreement) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: YANG Yongzhi ID number: 422123197810104218 Party C: Beijing Changyou Star Digital Technology Co., Ltd. Party D: Baina (Wuhan) Information Technology Co., Ltd. For the purpose] [Exclusive Services Agreement The Exclusive Services Agreement (hereinafter referred to as the Agreement) was entered into on September 30, 2015: By and between: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: Baina (Wuhan) Information Technology Co., Ltd. For the purpose hereof, Party A and Party B are referred to as the parties and each a party. Whereas 1] [BUSINESS OPERATION AGREEMENT The Business Agreement (hereinafter referred to as the Agreement) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: Baina (Wuhan) Information Technology Co., Ltd. Party C: YANG Yongzhi ID number: 422123197810104218 Party D: Beijing Changyou Star Digital Technology Co., Ltd. For the purpose hereof, Party A,] [Power of Attorney the Authorized is entitled to on my behalf and as a holder of Wuhan Baina Informations 40% equity exercise all shareholders rights available to me in accordance with the law and the companys articles of association, including but not limited to: the right to propose a shareholders meeting, accept any notice on the convening and proceedings of] [Share Purchase Agreement The Share Purchase Agreement (hereinafter referred to as the Agreement) was entered into on April 16, 2015 in Beijing, China: By and among: (1) Mr. MENG Shuqi, (2) Shanghai Yong Chong Investment Center LP, (3) Beijing Gamease Age Digital Technology Co., Ltd., (4) Shenzhen 7 Road Technology Co., Ltd. The above parties are collectively referred to the] [Direct and Indirect Subsidiaries Jurisdiction of Organization Ownership Sohu.com Limited Cayman Islands 100% Sohu.com (Hong Kong) Ltd. Hong Kong 100% Beijing Sohu New Era Information Technology Co., Ltd. Peoples Republic of China 100% Beijing Sohu New Momentum Information Technology Co., Ltd. Peoples Republic of China 100% Beijing Sohu New Media Information Technology Co., Ltd. Peoples Republic of China 100% Go2Map] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-61814, No. 333-117412, No. 333-125960, No. 333-174955) of Sohu.com Inc. of our report dated February 26, 2016 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears] [Consent of Haiwen & Partners, PRC Counsel February 26, 2016 Sohu.com Inc. 18/F, SOHU.com Media Plaza Block 3, No. 2 Kexueyuan South Road Haidian District Beijing 100190 Peoples Republic of China Subject: Consent of Haiwen & Partners We also hereby consent to the use of our firm name and summaries of our firms opinions under the headings Business Government Regulation] [I, Charles Zhang, certify that: 1. I have reviewed this annual report on Form 10-K of Sohu.com 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 which such statements were made, not] [I, Carol Yu, certify that: 1. I have reviewed this annual report on Form 10-K of Sohu.com 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 which such statements were made, not] [SOHU.COM INC. OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the fiscal year ended December 31, 2015. Charles Zhang, Chief Executive Officer and Chairman of the Board of Directors February] [SOHU.COM INC. OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the fiscal year ended December 31, 2015. Carol Yu, President and Chief Financial Officer February 26, 2016 EX-32.2 19 d86734dex322.htm]
[] [Renren Inc. 5/F, North Wing 18 Jiuxianqiao Middle Road Chaoyang District Beijing 100016 People's Republic of China 24 February 2016 Dear Sirs Renren Inc. (the "Company") Commission Registration Statement Act Shares 2011 Plan 2016 Plan Plans Memorandum and Articles Resolutions For the purposes of giving this opinion, we have examined copies of the Registration Statement, and the Plans. We have] [RENREN INC. 2011 SHARE INCENTIVE PLAN (Adopted by the board of directors on April 14, 2011 and approved by the shareholders on April 14, 2011. Amended by Amendment No. 1 to 2011 Share Incentive Plan adopted by the board of directors on January 15, 2016 ) ARTICLE 1 PURPOSE Plan Company The purpose of the Renren Inc. Share Incentive Plan] [RENREN INC. 2016 SHARE INCENTIVE PLAN ARTICLE 1 Plan Company The purpose of this 2016 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 plural where the context so indicates. 2.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements and financial statement schedule of Renren Inc., its subsidiaries, its variable interest entities and the subsidiaries of its variable interest entities (collectively, the "Group"), and the effectiveness of the Group's] [CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 27, 2015 and March 26, 2014 relating to the financial statements of Japan Macro Opportunities Offshore Partners, L.P. and Japan Macro Opportunities Master Fund, L.P. appearing in the Annual Report on Form 20-F of Renren Inc. for]
[] [Clarification and Explanation in Connection with ASE’s Tender Offer for SPIL Shares The Taiwan Fair Trade Commission (“FTC”) is currently reviewing the antitrust filing in connection with the offer by Advanced Semiconductor Engineering, Inc. (“ASE”) to purchase up to 770,000,000 common shares of Siliconware Precision Industries Co., Ltd. (“SPIL”) (the “Acquisition”). ASE originally did not wish to issue a public]
[] [Renren Inc. 5/F, North Wing 18 Jiuxianqiao Middle Road Chaoyang District Beijing 100016 People's Republic of China 24 February 2016 Dear Sirs Renren Inc. (the "Company") Commission Registration Statement Act Shares 2011 Plan 2016 Plan Plans Memorandum and Articles Resolutions For the purposes of giving this opinion, we have examined copies of the Registration Statement, and the Plans. We have] [RENREN INC. 2011 SHARE INCENTIVE PLAN (Adopted by the board of directors on April 14, 2011 and approved by the shareholders on April 14, 2011. Amended by Amendment No. 1 to 2011 Share Incentive Plan adopted by the board of directors on January 15, 2016 ) ARTICLE 1 PURPOSE Plan Company The purpose of the Renren Inc. Share Incentive Plan] [RENREN INC. 2016 SHARE INCENTIVE PLAN ARTICLE 1 Plan Company The purpose of this 2016 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 plural where the context so indicates. 2.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements and financial statement schedule of Renren Inc., its subsidiaries, its variable interest entities and the subsidiaries of its variable interest entities (collectively, the "Group"), and the effectiveness of the Group's] [CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 27, 2015 and March 26, 2014 relating to the financial statements of Japan Macro Opportunities Offshore Partners, L.P. and Japan Macro Opportunities Master Fund, L.P. appearing in the Annual Report on Form 20-F of Renren Inc. for]
[] [Clarification and Explanation in Connection with ASE’s Tender Offer for SPIL Shares The Taiwan Fair Trade Commission (“FTC”) is currently reviewing the antitrust filing in connection with the offer by Advanced Semiconductor Engineering, Inc. (“ASE”) to purchase up to 770,000,000 common shares of Siliconware Precision Industries Co., Ltd. (“SPIL”) (the “Acquisition”). ASE originally did not wish to issue a public]
[JOINT FILING AGREEMENT This Joint Filing Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 26, 2016. Sequoia Capital China II, L.P. Sequoia Capital China Partners Fund II, L.P. Sequoia] [February 17, 2016 The Board of Directors Jumei International Holding Limited (the Company), 20F, Tower B, Central Point Plaza, No.11 Dongzhimen South Avenue, Dongcheng District, 100007 Beijing PRC Dear Sirs: Mr. Leo Ou Chen, Founder, Chairman of the Board of Directors and CEO of the Company, Mr. Yusen Dai, Co-founder, Director and Vice President of Products of the Company, and] [CUSIP No. 48138L107 SCHEDULE 13D Page 2 of 13 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) SEQUOIA CAPITAL CHINA II, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 26-0204241 2. Check the Appropriate Box if a Member of a Group (See Instructions) ¨ x (a) 3. SEC Use Only 4. Source of Funds]
