[FORM 20-F (Mark One) o OR x OR o OR o Ku6 Media Co., Ltd. N/A Cayman Islands (Jurisdiction of incorporation or organization) Building 6, Zhengtongchuangyi Centre No. 18, Xibahe Xili, Chaoyang District Beijing 100028, People’s Republic of China Jason (Zhensong) Ma Acting Chief Financial Officer Telephone: +86-10-5758-6813 Fax number: +86-10-5758-6834 Building 6, Zhengtongchuangyi Centre No. 18, Xibahe Xili, Chaoyang] [KU6 MEDIA CO., LTD. 2016 EQUITY COMPENSATION PLAN 1. PURPOSE OF PLAN The purpose of this Plan is to promote the success of the Corporation and to increase shareholder value by providing an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons of the Company. Defined terms are set forth] [Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this “ th Ku6 (Beijing) Technology Co., Ltd. Ku6 Technology Wenna Liu Borrower Party Parties (Ku6 Technology and the Borrower hereinafter individually referred to as a “ Whereas, 1. Company th 2. 3. Call Option Agreement Accordingly, through friendly consultation, based on the principle of equality and] [Amended and Restated Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this “ th Ku6 (Beijing) Technology Co., Ltd. Ku6 Technology Mingfeng Chen Borrower Party Parties (Ku6 Technology and the Borrower hereinafter individually referred to as a “ Whereas, 1. th 2012 Loan Agreement Company 2. Company th 3. 4. Call Option Agreement Accordingly, through] [Business Operations Agreement Agreement This Business Operations Agreement (this “ th China PRC Party A Ku6 (Beijing) Technology Co., Ltd. Address: Room B-02, First floor underground, No. 4 Huayuan Road, Haidian District, Beijing; Party B Ku6 (Beijing) Information Technology Co., Ltd. Address: Room 818-009, 8 th Party C Wenna Liu Residence: Party D Mingfeng Chen Residence: Party Parties (Party A,] [Power of Attorney I, Mingfeng Chen, a citizen of the People’s Republic of China (ID Card No.: Company My Equity Interest Authorized Person The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights with respect to My Equity Interest in accordance with the PRC laws and the articles of] [Power of Attorney I, Wenna Liu, a citizen of the People’s Republic of China (ID Card No.: Company My Equity Interest Authorized Person The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights with respect to My Equity Interest in accordance with the PRC laws and the articles of] [Share Pledge Agreement Agreement This Share Pledge Agreement (hereinafter referred to as this “ th China PRC Party A: Ku6 (Beijing) Technology Co., Ltd. Address: Party B: Wenna Liu ( Residence: Party C: Mingfeng Chen ( ) Residence: Party Parties (Party A, Party B and Party C hereinafter individually referred to as a “ Whereas, 1. PRC 2. Company 3.] [Amended and Restated Exclusive Call Option Agreement Agreement This Amended and Restated Exclusive Call Option Agreement (this “ th China PRC Party A: Ku6 (Beijing) Technology Co., Ltd. Address: Party B: Wenna Liu Residence: Party C: Mingfeng Chen Residence: Party D: Ku6 (Beijing) Information Technology Co., Ltd. Address: Room 818-009, 8 th Party Parties (Party A, Party B, Party C] [Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this “ th China PRC WeiMoSanYi (Tianjin) Technology Co., Ltd. WeiMoSanYi Technology PRC Wenna Liu Borrower Party Parties (WeiMoSanYi Technology and the Borrower hereinafter individually referred to as a “ Whereas, 1. Company th 2. 3. Call Option Agreement Accordingly, through friendly consultation, based on the principle] [Amended and Restated Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this “ th China PRC WeiMoSanYi (Tianjin) Technology Co., Ltd. WeiMoSanYi Technology Mingfeng Chen Borrower Party Parties (WeiMoSanYi Technology and the Borrower hereinafter individually referred to as a “ Whereas, 1. th 2012 Loan Agreement Company 2. Company th 3. 4. Call Option Agreement] [Share Pledge Agreement Agreement This Share Pledge Agreement (hereinafter referred to as this “ th China PRC Party A: WeiMoSanYi (Tianjin) Technology Co., Ltd. Address: Party B: Wenna Liu ( ) Residence: Party C: Mingfeng Chen ( ) Residence: Party Parties (Party A, Party B and Party C hereinafter individually referred to as a “ Whereas, 1. PRC 2. Company] [Exclusive Call Option Agreement Agreement This Amended and Restated Exclusive Call Option Agreement (this “ th China PRC Party A: WeiMoSanYi (Tianjin) Technology Co., Ltd. Address: Party B: Wenna Liu Residence: Party C: Mingfeng Chen Residence: Party D: Ku6 (Beijing) Cultural Media Co., Ltd. Address: 6th Single-storey House, No.18, Xibahe Xili, Chaoyang District, Beijing Party Parties (Party A, Party B,] [Business Operations Agreement Agreement This Business Operations Agreement (this “ th China PRC Party A WeiMoSanYi (Tianjin) Technology Co., Ltd. Address: Room 2-3111, No. 88 Huanhe South Road, Tianjin Airport Logistics and Processing Zone; Party B Ku6 (Beijing) Cultural Media Co., Ltd. Address: 6th Single-storey House, No. 18, Xibahe Xili, Chaoyang District, Beijing; Party C Wenna Liu Residence: Party D] [Power of Attorney I, Wenna Liu, a citizen of the People’s Republic of China (ID Card No.: Company My Equity Interest Authorized Person The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights with respect to My Equity Interest in accordance with the PRC laws and the articles of] [Power of Attorney I, Mingfeng Chen, a citizen of the People’s Republic of China (ID Card No.: Company My Equity Interest Authorized Person The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights with respect to My Equity Interest in accordance with the PRC laws and the articles of] [Loan Agreement This loan agreement (hereinafter referred to as this Contract) is made and entered into by and between the following parties on September 15, 2015 in Beijing, China. (1) (2) The Lender and the Borrower are respectively referred to as One Party and collectively referred to as the Parties. Whereas: 1. 2. 3. Accordingly, through friendly consultation, based on] [Share Pledge Agreement Agreement This Share Pledge Agreement (hereinafter referred to as this “ th China PRC Party A: Kusheng (Tianjin) Technology Co., Ltd. Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco City, Tianjin, PRC. Party B: Dongxu Wang ( Residence: Party C: Mingfeng Chen ( Residence: Party Parties (Party A, Party B and] [Amended and Restated Exclusive Call Option Agreement Agreement This Amended and Restated Exclusive Call Option Agreement (this “ th China PRC Party A: Kusheng (Tianjin) Technology Co., Ltd. Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco City, Tianjin, PRC. Party B: Dongxu Wang Residence: Party C: Mingfeng Chen Residence: Party D: Ku6 Network Communication] [Business Operations Agreement Agreement This Business Operations Agreement (this “ th China PRC Kusheng (Tianjin) Technology Co., Ltd. Party A: Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco City, Tianjin, PRC. Tianjin Ku6 Network Communication Technology Co., Ltd. Party B: Address: Room 201-369, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco] [Power of Attorney Company My Equity Interest Authorized Person I, Dongxu Wang, a citizen of the People’s Republic of China (ID Card No.: ##################, holding 90% of the equity interest in Ku6 Network Communication Technology Co., Ltd. (the “ The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights] [Power of Attorney Company My Equity Interest Authorized Person I, Mingfeng Chen, a citizen of the People’s Republic of China (ID Card No.: ##################), holding 10% of the equity interest in Ku6 Network Communication Technology Co., Ltd. (the “ The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights] [The Second Supplementary Agreement to the Ku6.com Advertisement Agency Agreement CN: tjkb-os-2014-009-supplementary Party A: Huzhong Advertising (Shanghai) Ltd. Party B: Tianjin Ku6 Network Communication Technology Co., Ltd. Whereas Ku 6.com Advertisement Agency Agreement Supplementary Agreement to the Ku 6.com Advertisement Agency Agreement Party A and Party B have entered into the 1. All of the commercial advertisement slots(except for otherwise] [Loan Agreement CN: kmcm-O-2016-001 This Loan Agreement (hereinafter referred to as this “Agreement”) is entered into on January 5, 2016 in Pudong, Shanghai by and between: Shanda Technology Overseas Capital Company Limited, (hereinafter referred to as “Party A”), and Ku6 Media Co., Ltd. (hereinafter referred to as “Party B”) Party A and Party B are hereinafter referred to collectively as] [Loan Contract CN:KMCM-O-2016-001 This Loan Contract (hereinafter referred to as the “Contract”) dated March 2, 2016 is made by and between the following parties in Beijing: Shanda Computer (Shanghai) Co., Ltd. (hereinafter referred to as “Party A”), a limited liability company incorporated and validly existing according to the laws of the People’s Republic of China (hereinafter referred to as “PRC”),] [List of Significant Subsidiaries and Affiliates of Ku6 Media Co., Ltd. Name of Subsidiary or Affiliate State or Jurisdiction of Incorporation Ku6 Holding Limited Cayman Islands Ku6 (Beijing) Technology Co., Ltd. People’s Republic of China WeiMoSanYi (Tianjin) Technology Co., Ltd. People’s Republic of China Kusheng (Tianjin) Technology Co., Ltd. People’s Republic of China Ku6 (Beijing) Information Technology Co., Ltd. People’s] [I, Feng Gao, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Feng Gao Chief Executive Officer EX-12.1 27 a15-25305_1ex12d1.htm EX-12.1] [I, Jason (Zhensong) Ma, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Jason (Zhensong) Ma Acting Chief Financial Officer EX-12.2 28 a15-25305_1ex12d2.htm EX-12.2] [April 13, 2016 I, Feng Gao, Chief Executive Officer of Ku6 Media Co., Ltd., certify that, to the best of my knowledge: 1. 2. Feng Gao Chief Executive Officer EX-13.1 29 a15-25305_1ex13d1.htm EX-13.1] [April 13, 2016 I, Jason (Zhensong) Ma, Acting Chief Financial Officer of Ku6 Media Co., Ltd., certify that, to the best of my knowledge: 1. 2. Jason (Zhensong) Ma Acting Chief Financial Officer EX-13.2 30 a15-25305_1ex13d2.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm Shanghai, the People’s Republic of China April 13, 2016 EX-15.1 31 a15-25305_1ex15d1.htm EX-15.1] [April Ku6 Media Co., Ltd. To: Building 6, Zhengtongchuangyi Centre Re: 2015 Annual Report on Form 20-F of Ku6 Media Co., Ltd. Dear Sir/Madam, Annual Report Yours Sincerely, EX-15.2 32 a15-25305_1ex15d2.htm EX-15.2]