CMCM [Cheetah Mobile] 8-A12B: INFORMATION REQUIRED IN REGISTRATION STATEMENT 2 Cheetah Mobile
[INFORMATION REQUIRED IN REGISTRATION STATEMENT 2 Cheetah Mobile Inc.]
[INFORMATION REQUIRED IN REGISTRATION STATEMENT 2 Cheetah Mobile Inc.]
[PROSPECTUS (Subject to Completion) Issued April 25, 2014 12,000,000 American Depositary Shares Cheetah Mobile Inc. REPRESENTING 120,000,000 CLASS A ORDINARY SHARES Cheetah Mobile Inc., formerly known as Kingsoft Internet Software Holdings Limited, is offering 12,000,000 American depositary shares, or ADSs. Each ADS represents ten of our Class A ordinary shares, par value US$0.000025 per share. This is our initial public] [12,000,000 Class A Ordinary Shares Cheetah Mobile Inc. CLASS A ORDINARY SHARES, PAR VALUE US$0.000025 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENT , 2014 Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf London E14 4QA United Kingdom J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 As Representatives of the several] [TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 SECTION 1.01 American Depositary Shares 1 SECTION 1.02 Commission 2 SECTION 1.03 Company 2 SECTION 1.04 Custodian 2 SECTION 1.05 Deliver; Surrender 2 SECTION 1.06 Deposit Agreement 3 SECTION 1.07 Depositary; Corporate Trust Office 3 SECTION 1.08 Deposited Securities 3 SECTION 1.09 Dollars 3] [Dated , 2014 Non-Competition Deed Between Kingsoft Corporation Limited and Cheetah Mobile Inc. CONTENTS 1. DEFINITIONS AND INTERPRETATION 1 2. NON-COMPETITION UNDERTAKINGS BY CMI 3 3. NON-COMPETITION UNDERTAKINGS BY THE COMPANY 3 4. THE COMPANYS RIGHT OF FIRST REFUSAL 4 5. CMIS RIGHT OF FIRST REFUSAL 4 6. FURTHER UNDERTAKINGS 5 7. INVALIDITY 5 9.] [CHEETAH MOBILE INC. 2014 RESTRICTED SHARES PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Cheetah Mobile Inc. 2014 Restricted Shares 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] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company Cheetah Mobile Inc., a company incorporated in the Cayman Islands (the (2) Purchaser Purchasers Party Parties each of the parties set forth in W I T N E S S E T H: Registration Statement SEC Offering ADS Ordinary Shares WHEREAS, the Company has filed a registration statement on] [REGISTRATION RIGHTS AGREEMENT Agreement REGISTRATION RIGHTS AGREEMENT (this (1) Company Cheetah Mobile Inc., a company incorporated in the Cayman Islands (the (2) Investor Investors Party Parties RECITALS (A) Subscription Agreement The Company and the Investors have entered into a Subscription Agreement dated as of April 25, 2014 (the (B) In connection with the Subscription Agreement and in] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption Experts and to the use of our report dated March 6, 2014, in Amendment No. 2 to the Registration Statement (Form F-1 No. 333-194996) and related Prospectus of Cheetah Mobile Inc. dated April 25, 2014 for the registration of its Class A]
[] [] [THE BANK OF NEW YORK MELLON Depositary Receipts Division 101 Barclay Street New York, New York 10286 ____________, 2014 Cheetah Mobile Inc. 12/F, Fosun International Center Towe No. 237 Chaoyang North Road Chaoyang District, Beijing 100022, People’s Republic of China Re: Deposit Agreement dated as of ________, 2014 (the “Deposit Agreement”) among Cheetah Mobile Inc. (the “Company”), The Bank of] [7121805_1 Writer’s Direct Dial Emmet, Marvin & Martin, llp Counsellors at Law _____ 120 Broadway New York, New York 10271 _____ (212) 238-3000 (212) 653-1760 _____ Fax: (212) 238-3100 Fax: (212) 653-1730 http://www.emmetmarvin.com 177 Madison Avenue Morristown, New Jersey 07960 (973) 538-5600 Fax: (973) 538-6448 April 25, 2014 The Bank of New York Mellon as Depositary 101 Barclay Street New]
[] [] [THE BANK OF NEW YORK MELLON Depositary Receipts Division 101 Barclay Street New York, New York 10286 ____________, 2014 Cheetah Mobile Inc. 12/F, Fosun International Center Towe No. 237 Chaoyang North Road Chaoyang District, Beijing 100022, People’s Republic of China Re: Deposit Agreement dated as of ________, 2014 (the “Deposit Agreement”) among Cheetah Mobile Inc. (the “Company”), The Bank of] [7121805_1 Writer’s Direct Dial Emmet, Marvin & Martin, llp Counsellors at Law _____ 120 Broadway New York, New York 10271 _____ (212) 238-3000 (212) 653-1760 _____ Fax: (212) 238-3100 Fax: (212) 653-1730 http://www.emmetmarvin.com 177 Madison Avenue Morristown, New Jersey 07960 (973) 538-5600 Fax: (973) 538-6448 April 25, 2014 The Bank of New York Mellon as Depositary 101 Barclay Street New]
[SINA Announces Receipt of Government Notices SHANGHAI, April 25, 2014 /PRNewswire/ SINA Corporation (the Company or SINA) (NASDAQ GS: SINA), a leading Internet media company serving China and the global Chinese communities, today announced that it had received three notices from Beijing M unicipal Cultural Market Administrative Law Enforcement Unit concerning alleged violations of PRC regulations on the Companys]
[SINA Announces Receipt of Government Notices SHANGHAI, April 25, 2014 /PRNewswire/ SINA Corporation (the Company or SINA) (NASDAQ GS: SINA), a leading Internet media company serving China and the global Chinese communities, today announced that it had received three notices from Beijing M unicipal Cultural Market Administrative Law Enforcement Unit concerning alleged violations of PRC regulations on the Companys]
[JOINT FILING AGREEMENT CBC Mobile Venture Limited China Broadband Capital Partners, L.P. CBC Partners L.P.] [SCHEDULE 13G (Rule 13d-102) RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED Sungy Mobile Limited (Name of Issuer) Class B Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) 86737M 100 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) o o x *The remainder of this cover page shall be]
[FORM F-1 REGISTRATION STATEMENT XUNLEI LIMITED Not Applicable Cayman Islands (State or other jurisdiction of 7370 (Primary Standard Industrial Not Applicable (I.R.S. Employer 4/F, Hans Innovation Mansion, North Ring Road (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. James C. Lin, Esq. Approximate date of commencement of] [Series E Preferred Shares (subject to adjustment) March 5, 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Xiaomi Ventures Limited (the Section 1. Definitions . As used herein, the following terms shall have the following meanings: (a) Affiliate (b) beneficial owner (c) Commission (d) Company (e) Change of Control (f) control controlled by under] [Series E Preferred Shares (subject to adjustment) March 5, 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Skyline Global Company Holdings Limited (the Section 1. Definitions Affiliate (a) beneficial owner (b) Commission (c) Company (d) Change of Control (e) control controlled by under common control with (f) Current Holder (g) Date of] [SUPPLEMENTAL AGREEMENT Amendment THIS AMENDMENTS TO SHARE PURCHASE AGREEMENT (this 1. Company Xunlei Limited, an exempted company incorporated under the laws of the Cayman Islands (the 2. BVI Co. Xunlei Network Technologies Limited, a company organized under the laws of the British Virgin Islands (the 3. HK Co. Xunlei Network Technologies Limited, a company organized under the] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED KING VENTURE HOLDINGS LIMITED MORNINGSIDE CHINA TMT SPECIAL OPPORTUNITY FUND, L.P. MORNINGSIDE CHINA TMT FUND III CO-INVESTMENT, L.P. IDG TECHNOLOGY VENTURE INVESTMENT V, L.P. Dated as of April 3 , 201 4 SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this April 3 , 201 4 , is entered into by] [[Letter head of Leading Advice] LETTER AGREEMENT March 20 , 2014 To: Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 Peoples Republic of China Re: 2013 Share Incentive Plan Dear Sirs, Reference is made to the 2013 Share Incentive Plan dated November 18 th , 2013 (the Plan) of Xunlei Limited, an exempted company] [Proprietary Technology License Contract Agreement This Proprietary Technology License Contract (this (1) Giganology (Shenzhen) Ltd. Licensor a wholly foreign owned enterprise established under laws of the PRC, with registered address located at Room 802, Building 11, Shenzhen Software Park, Central District of High-tech Park, Nanshan District, Shenzhen, Guangdong, PRC. (the (2) Shenzhen Xunlei Networking Technologies Co., Ltd. Licensee] [Intellectual Properties Purchase Option Agreement This Intellectual Properties Purchase Option Agreement (this Agreement) is entered into on March 1, 2012 in Shenzhen, by and between: Party A: Shenzhen Xunlei Networking Technologies Co., Ltd. Legal Address: 7th and 8th Floor, Building 11, Shenzhen Software Park, Ke Ji Zhong Er Road, Nanshan District, Shenzhen, Guangdong, PRC. Party B: Giganology (Shenzhen) Ltd. Legal]
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[FORM F-1 REGISTRATION STATEMENT XUNLEI LIMITED Not Applicable Cayman Islands (State or other jurisdiction of 7370 (Primary Standard Industrial Not Applicable (I.R.S. Employer 4/F, Hans Innovation Mansion, North Ring Road (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. James C. Lin, Esq. Approximate date of commencement of] [Series E Preferred Shares (subject to adjustment) March 5, 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Xiaomi Ventures Limited (the Section 1. Definitions . As used herein, the following terms shall have the following meanings: (a) Affiliate (b) beneficial owner (c) Commission (d) Company (e) Change of Control (f) control controlled by under] [Series E Preferred Shares (subject to adjustment) March 5, 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Skyline Global Company Holdings Limited (the Section 1. Definitions Affiliate (a) beneficial owner (b) Commission (c) Company (d) Change of Control (e) control controlled by under common control with (f) Current Holder (g) Date of] [SUPPLEMENTAL AGREEMENT Amendment THIS AMENDMENTS TO SHARE PURCHASE AGREEMENT (this 1. Company Xunlei Limited, an exempted company incorporated under the laws of the Cayman Islands (the 2. BVI Co. Xunlei Network Technologies Limited, a company organized under the laws of the British Virgin Islands (the 3. HK Co. Xunlei Network Technologies Limited, a company organized under the] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED KING VENTURE HOLDINGS LIMITED MORNINGSIDE CHINA TMT SPECIAL OPPORTUNITY FUND, L.P. MORNINGSIDE CHINA TMT FUND III CO-INVESTMENT, L.P. IDG TECHNOLOGY VENTURE INVESTMENT V, L.P. Dated as of April 3 , 201 4 SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this April 3 , 201 4 , is entered into by] [[Letter head of Leading Advice] LETTER AGREEMENT March 20 , 2014 To: Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 Peoples Republic of China Re: 2013 Share Incentive Plan Dear Sirs, Reference is made to the 2013 Share Incentive Plan dated November 18 th , 2013 (the Plan) of Xunlei Limited, an exempted company] [Proprietary Technology License Contract Agreement This Proprietary Technology License Contract (this (1) Giganology (Shenzhen) Ltd. Licensor a wholly foreign owned enterprise established under laws of the PRC, with registered address located at Room 802, Building 11, Shenzhen Software Park, Central District of High-tech Park, Nanshan District, Shenzhen, Guangdong, PRC. (the (2) Shenzhen Xunlei Networking Technologies Co., Ltd. Licensee] [Intellectual Properties Purchase Option Agreement This Intellectual Properties Purchase Option Agreement (this Agreement) is entered into on March 1, 2012 in Shenzhen, by and between: Party A: Shenzhen Xunlei Networking Technologies Co., Ltd. Legal Address: 7th and 8th Floor, Building 11, Shenzhen Software Park, Ke Ji Zhong Er Road, Nanshan District, Shenzhen, Guangdong, PRC. Party B: Giganology (Shenzhen) Ltd. Legal]