LEJU [Leju] DRS/A: FORM F-1 REGISTRATION STATEMENT Leju Holdings Limited Cayman

[FORM F-1 REGISTRATION STATEMENT Leju Holdings Limited Cayman Islands 7380 Not Applicable 15/F Floor, Shoudong International Plaza, No. 5 Building, Guangqu Home (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen's Road Central] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated February 26, 2014 relating to the consolidated financial statements of Leju Holdings Limited and its subsidiaries, appearing in the Prospectus, which is part of the Registration Statement. We also consent to the reference to us under the] [Jones Lang LaSalle Corporate Appraisal and Advisory Limited 6/F Three Pacific Place 1 Queen’s Road East Hong Kong Tel: +852 2846 5000 Fax:+852 2169 6001 www.joneslanglasalle.com 26 February, 2014 Leju Holdings Limited 15/F Shoudong International Plaza, No. 5 Building, Guanqu Home Dongcheng District, Beijing 100022 People’s Republic of China Leju Holdings Limited Re: Ladies and Gentlemen, We hereby consent to]

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TEDU [Tarena International] DRS/A: (Original Filing)

[PROSPECTUS (SUBJECT TO COMPLETION) DATED , 2014 American Depositary Shares Tarena International, Inc. Representing Class A Ordinary Shares Tarena International, Inc. is offering American depositary shares, or ADSs[, and the selling shareholders are offering ADSs]. Each ADS represents Class A ordinary shares, par value $0.001 per share. [We will not receive any proceeds from the ADSs sold by the selling] [Consent of Independent Registered Public Accounting Firm The Board of Directors Tarena International, Inc.: We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the registration statement. Beijing, China February 18, 2014 EX-23 2 filename2.htm]

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TEDU [Tarena International] DRS/A: PROSPECTUS (SUBJECT TO COMPLETION) DATED , 2014 American

[PROSPECTUS (SUBJECT TO COMPLETION) DATED , 2014 American Depositary Shares Tarena International, Inc. Representing Class A Ordinary Shares Tarena International, Inc. is offering American depositary shares, or ADSs[, and the selling shareholders are offering ADSs]. Each ADS represents Class A ordinary shares, par value $0.001 per share. [We will not receive any proceeds from the ADSs sold by the selling] [Consent of Independent Registered Public Accounting Firm The Board of Directors Tarena International, Inc.: We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the registration statement. Beijing, China February 18, 2014 EX-23 2 filename2.htm]

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XNET [Xunlei] DRS/A: (Original Filing)

[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] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED SKYLINE GLOBAL COMPANY HOLDINGS LIMITED And CERTAIN OTHER PARTIES HERETO Dated as of January 31, 2012 SHARE PURCHASE AGREEMENT Agreement Company Primavera Investor Parties Party THIS SHARE PURCHASE AGREEMENT (this “ RECITALS WHEREAS the Company is an exempted company with limited liability established under the laws of the Cayman Islands on February] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED XIAOMI VENTURES LIMITED Dated as of February 13, 2014 SHARE PURCHASE AGREEMENT Agreement THIS 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] [GIGANOLOGY LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Giganology Limited 2010 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan or an Award Agreement, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [XUNLEI LIMITED 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Xunlei Limited 2013 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan or an Award Agreement, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [Series E Preferred Shares (subject to adjustment) [ ], 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) [], 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Skyline Global Company Holdings Limited (the “ Definitions Section 1. 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 Grant] [Place of Incorporation Subsidiaries Giganology (Shenzhen) Co. Ltd. PRC Xunlei Network Technologies Limited British Virgin Islands Xunlei Network Technologies Limited Hong Kong Xunlei Computer (Shenzhen) Co., Ltd. PRC Variable Interest Entity] [Consent of iResearch Consulting Group February 7, 2014 Xunlei Limited No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 People’s Republic of China Ladies and Gentlemen: Registration Statement Company SEC iResearch Consulting Group hereby consents to references to its name in (i) the registration statement on Form F-1 (together with any amendments thereto, the “ SEC Filings any written correspondences with] [Consent of Analysys International February 7, 2014 Xunlei Limited No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 People’s Republic of China Ladies and Gentlemen: Registration Statement Company SEC Analysys International hereby consents to references to its name in (i) the registration statement on Form F-1 (together with any amendments thereto, the “ SEC Filings any written correspondences with the SEC] [In connection with this waiver request, the Company represents to the Commission that: 1. The Company is not currently a public reporting company in any jurisdiction. 2. 3. Compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company. 4. The Company does not anticipate that its audited financial statements for the year]

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XNET [Xunlei] DRS/A: FORM F-1 REGISTRATION STATEMENT XUNLEI LIMITED Not Applicable

[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] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED SKYLINE GLOBAL COMPANY HOLDINGS LIMITED And CERTAIN OTHER PARTIES HERETO Dated as of January 31, 2012 SHARE PURCHASE AGREEMENT Agreement Company Primavera Investor Parties Party THIS SHARE PURCHASE AGREEMENT (this “ RECITALS WHEREAS the Company is an exempted company with limited liability established under the laws of the Cayman Islands on February] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED XIAOMI VENTURES LIMITED Dated as of February 13, 2014 SHARE PURCHASE AGREEMENT Agreement THIS 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] [GIGANOLOGY LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Giganology Limited 2010 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan or an Award Agreement, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [XUNLEI LIMITED 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Xunlei Limited 2013 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan or an Award Agreement, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [Series E Preferred Shares (subject to adjustment) [ ], 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) [], 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Skyline Global Company Holdings Limited (the “ Definitions Section 1. 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 Grant] [Place of Incorporation Subsidiaries Giganology (Shenzhen) Co. Ltd. PRC Xunlei Network Technologies Limited British Virgin Islands Xunlei Network Technologies Limited Hong Kong Xunlei Computer (Shenzhen) Co., Ltd. PRC Variable Interest Entity] [Consent of iResearch Consulting Group February 7, 2014 Xunlei Limited No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 People’s Republic of China Ladies and Gentlemen: Registration Statement Company SEC iResearch Consulting Group hereby consents to references to its name in (i) the registration statement on Form F-1 (together with any amendments thereto, the “ SEC Filings any written correspondences with] [Consent of Analysys International February 7, 2014 Xunlei Limited No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 People’s Republic of China Ladies and Gentlemen: Registration Statement Company SEC Analysys International hereby consents to references to its name in (i) the registration statement on Form F-1 (together with any amendments thereto, the “ SEC Filings any written correspondences with the SEC] [In connection with this waiver request, the Company represents to the Commission that: 1. The Company is not currently a public reporting company in any jurisdiction. 2. 3. Compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company. 4. The Company does not anticipate that its audited financial statements for the year]

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WB [WEIBO] DRS/A: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum (1) offering price Amount of registration fee (2)(3) Class A ordinary shares, par value $0.00025 per share $ $ (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2) (3)] [Company No.: 241654 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF WEIBO CORPORATION (As adopted by Special Resolution dated 29 April 2013) Incorporated on the 7th day of June 2010 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 REVISION) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF WEIBO CORPORATION (As adopted by Special Resolution dated] [Our ref SSY/688185-000001/6814757v2 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China [ ] 2014 Dear Sirs Weibo Corporation Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Weibo Corporation (the “ 1 Documents Reviewed For the purposes of] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] [DATE] Weibo Corporation 7/F, Shuohuang Development Plaza No. 6 Caihefang Road Haidian District, Beijing, 100080 People’s Republic of China Re: American Depositary Shares of Weibo Corporation (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the] [T. CN CORPORATION 2010 SHARE INCENTIVE PLAN TABLE OF CONTENTS Page SECTION 1. INTRODUCTION 1 SECTION 2. DEFINITIONS 1 (a) “Affiliate” 1 (b) 1 (c) “Award” 1 (d) “Award Agreement” 1 (e) “Award Shares” 1 (f) “Board” 1 (g) “Call Right” 1 (h) “Cashless Exercise” 2 (i) “Cause” 2] [Loan Agreement This agreement is signed and entered in by and between the following parties on [Execution Date] in Haidian District, Beijing. Party A: [Name of Borrower] (hereinafter referred to as “the borrower”) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as “Weibo Technology”) Address: Room 701, No. 10 Haidian North Second Street, Haidian District,] [Loan Repayment Agreement This Agreement is entered into on [Execution Date], by and between the following two parties: Party A: [Name of Borrower] (hereinafter referred to as the “Borrower”) Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as “Weibo Technology”) Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Borrower and Weibo Technology hereinafter] [Share Transfer Agreement This agreement (this “Agreement”) is entered into by and between the following parties on [Execution Date] in Haidian District: Party A: [Name of Borrower] (hereinafter referred to as “the borrower”) ID Number: Party B: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing. WHEREAS, — (1) Party A] [Agreement on Authorization to Exercise Shareholder’s Voting Power This agreement is concluded by and between the following parties on [Execution Date] in Haidian District, Beijing: Party A: [Name of Authorizer] (hereinafter referred to as “the Authorizer”) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as “Weibo Technology”) Address: Room 701, No. 10 Haidian North Second] [Share Pledge Agreement This Share Pledge Agreement is entered into in Haidian District, Beijing between the following parties on [Execution Date]: Party A: [Name of Pledgor] (hereinafter referred to as the “Pledgor”) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”) Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing] [Exclusive Technical Service Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section] [Exclusive Sales Agency Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section] [Trademark License Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section of] [List of Principal Subsidiaries and Consolidated Affiliated Entities of Weibo Corporation Subsidiaries: Weibo Hong Kong Limited, a Hong Kong company Weibo Internet Technology (China) Co., Ltd., a PRC company Consolidated Affiliated Entity: Beijing Weimeng Technology Co., Ltd., a PRC company Beijing Weibo Interactive Internet Technology Co., Ltd., a PRC company EX-21 14 filename14.htm] [, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers EX-23 15 filename15.htm] [, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China Dear Sirs/Madams: Re: Weibo Corporation PRC Company Registration Statement Offering ADSs Ordinary Shares We are lawyers qualified in the People’s Republic of China (“ Opinion With respect to the Offering, you have requested us to furnish an opinion (the “]

By | 2016-03-10T13:51:01+00:00 February 18th, 2014|Categories: Chinese Stocks, SEC Original, WB|Tags: , , , , , |0 Comments
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WB [WEIBO] DRS/A: CALCULATION OF REGISTRATION FEE Title of each class

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum (1) offering price Amount of registration fee (2)(3) Class A ordinary shares, par value $0.00025 per share $ $ (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2) (3)] [Company No.: 241654 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF WEIBO CORPORATION (As adopted by Special Resolution dated 29 April 2013) Incorporated on the 7th day of June 2010 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 REVISION) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF WEIBO CORPORATION (As adopted by Special Resolution dated] [Our ref SSY/688185-000001/6814757v2 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China [ ] 2014 Dear Sirs Weibo Corporation Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Weibo Corporation (the “ 1 Documents Reviewed For the purposes of] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] [DATE] Weibo Corporation 7/F, Shuohuang Development Plaza No. 6 Caihefang Road Haidian District, Beijing, 100080 People’s Republic of China Re: American Depositary Shares of Weibo Corporation (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the] [T. CN CORPORATION 2010 SHARE INCENTIVE PLAN TABLE OF CONTENTS Page SECTION 1. INTRODUCTION 1 SECTION 2. DEFINITIONS 1 (a) “Affiliate” 1 (b) 1 (c) “Award” 1 (d) “Award Agreement” 1 (e) “Award Shares” 1 (f) “Board” 1 (g) “Call Right” 1 (h) “Cashless Exercise” 2 (i) “Cause” 2] [Loan Agreement This agreement is signed and entered in by and between the following parties on [Execution Date] in Haidian District, Beijing. Party A: [Name of Borrower] (hereinafter referred to as “the borrower”) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as “Weibo Technology”) Address: Room 701, No. 10 Haidian North Second Street, Haidian District,] [Loan Repayment Agreement This Agreement is entered into on [Execution Date], by and between the following two parties: Party A: [Name of Borrower] (hereinafter referred to as the “Borrower”) Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as “Weibo Technology”) Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Borrower and Weibo Technology hereinafter] [Share Transfer Agreement This agreement (this “Agreement”) is entered into by and between the following parties on [Execution Date] in Haidian District: Party A: [Name of Borrower] (hereinafter referred to as “the borrower”) ID Number: Party B: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing. WHEREAS, — (1) Party A] [Agreement on Authorization to Exercise Shareholder’s Voting Power This agreement is concluded by and between the following parties on [Execution Date] in Haidian District, Beijing: Party A: [Name of Authorizer] (hereinafter referred to as “the Authorizer”) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as “Weibo Technology”) Address: Room 701, No. 10 Haidian North Second] [Share Pledge Agreement This Share Pledge Agreement is entered into in Haidian District, Beijing between the following parties on [Execution Date]: Party A: [Name of Pledgor] (hereinafter referred to as the “Pledgor”) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”) Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing] [Exclusive Technical Service Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section] [Exclusive Sales Agency Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section] [Trademark License Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section of] [List of Principal Subsidiaries and Consolidated Affiliated Entities of Weibo Corporation Subsidiaries: Weibo Hong Kong Limited, a Hong Kong company Weibo Internet Technology (China) Co., Ltd., a PRC company Consolidated Affiliated Entity: Beijing Weimeng Technology Co., Ltd., a PRC company Beijing Weibo Interactive Internet Technology Co., Ltd., a PRC company EX-21 14 filename14.htm] [, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers EX-23 15 filename15.htm] [, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China Dear Sirs/Madams: Re: Weibo Corporation PRC Company Registration Statement Offering ADSs Ordinary Shares We are lawyers qualified in the People’s Republic of China (“ Opinion With respect to the Offering, you have requested us to furnish an opinion (the “]

By | 2016-03-10T13:52:20+00:00 February 18th, 2014|Categories: Chinese Stocks, WB, Webplus ver|Tags: , , , , , |0 Comments
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KANG [iKang Healthcare] DRS/A: CONFIDENTIAL TREATMENT REQUESTED BY IKANG GUOBIN HEALTHCARE GROUP,

[CONFIDENTIAL TREATMENT REQUESTED BY IKANG GUOBIN HEALTHCARE GROUP, INC. SUBJECT TO COMPLETION, DATED , 2014 PRELIMINARY PROSPECTUS American Depositary Shares iKang Guobin Healthcare Group, Inc. Representing Class A Common Shares This is an initial public offering of American depositary shares, or ADSs, of iKang Guobin Healthcare Group, Inc. We are offering ADSs. Each ADS represents Class A common shares, par] [Equity Transfer Contract “Contract” This Equity Transfer Contract (the The Transferor: He Boquan ID No.: 440620196011075452 Address: No. 18, Lane 1, Yinglong Street, Xiaolan Town, Zhongshan City, Guangdong Province The Transferee: Shanghai iKang Guobin Holding Co., Ltd. Address: Room 3182, No. 2123, Pudong Avenue, Shanghai WHEREAS: “Guobin Healthcare Center” 1. Shanghai Guobin Healthcare Center Co., Ltd. ( 2. The Transferor] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (hereinafter the “ Party A: Address: th 701, 7 Party B: Address: 708, Tower A, Pengrun Mansion, No. 26 Xiaoyun Road, Chaoyang District, Beijing. Party Parties Party A and Party B are hereinafter individually referred to as a “ WHEREAS, 1. Party A is a wholly-owned subsidiary registered in] [Equity Pledge Agreement “Agreement This Equity Pledge Agreement (the Party A: Pledgee th st Address: 701, 7 Party B: ID Number: 320102198102151619 Party C: Address: 708, Tower A, Pengrun Mansion, No. 26 Xiaoyun Road, Chaoyang District, Beijing. the Party the Parties For the purpose of this Agreement, the Pledgee, Pledgors and Party C are individually referred to as “ Whereas:] [Exclusive Call Option Agreement THIS EXCLUSIVE OPTION AGREEMENT this Agreement PRC Party A: Party B: Party C: Party Parties In this Agreement, Party A, Party B and Party C are referred to as a “ WHEREAS: Party B, Hu Haiqing holds 80% of the equity interest in Party C on behalf of Party A; Party A regularly provides Party C] [Power of Attorney I, Hu Haiqing, with ID number of 320102198102151619, being a shareholder of 80% of the equity (“My Equity”) of Jiandatong Health Technology (Beijing) Co., Ltd., hereby irrevocably authorize ShanghaiMed iKang, Inc. to exercise the following rights with respect to My Equity within the term of this Power of Attorney: ShanghaiMed iKang, Inc. is hereby authorized to act] [Statement and Acknowledgment I, as the shareholder of the 20% equity interest in Jiandatong Health Technology (Beijing) Co., Ltd. (hereinafter referred to as “Company”), hereby state and acknowledge that, in the event that Mr. Hu Haiqing transfers, in whole or in part, the 80% equity interest in the Company held by him to any third party, I agree to such] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated February 14, 2014 relating to the consolidated financial statements of iKang Guobin Healthcare Group, Inc. its subsidiaries, its variable interest entities (“VIEs”), and its VIEs’ subsidiaries as of and for the years ended March 31, 2011, 2012]

By | 2016-03-22T18:17:15+00:00 February 14th, 2014|Categories: Chinese Stocks, KANG, Webplus ver|Tags: , , , , , |0 Comments
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KANG [iKang Healthcare] DRS/A: (Original Filing)

[CONFIDENTIAL TREATMENT REQUESTED BY IKANG GUOBIN HEALTHCARE GROUP, INC. SUBJECT TO COMPLETION, DATED , 2014 PRELIMINARY PROSPECTUS American Depositary Shares iKang Guobin Healthcare Group, Inc. Representing Class A Common Shares This is an initial public offering of American depositary shares, or ADSs, of iKang Guobin Healthcare Group, Inc. We are offering ADSs. Each ADS represents Class A common shares, par] [Equity Transfer Contract “Contract” This Equity Transfer Contract (the The Transferor: He Boquan ID No.: 440620196011075452 Address: No. 18, Lane 1, Yinglong Street, Xiaolan Town, Zhongshan City, Guangdong Province The Transferee: Shanghai iKang Guobin Holding Co., Ltd. Address: Room 3182, No. 2123, Pudong Avenue, Shanghai WHEREAS: “Guobin Healthcare Center” 1. Shanghai Guobin Healthcare Center Co., Ltd. ( 2. The Transferor] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (hereinafter the “ Party A: Address: th 701, 7 Party B: Address: 708, Tower A, Pengrun Mansion, No. 26 Xiaoyun Road, Chaoyang District, Beijing. Party Parties Party A and Party B are hereinafter individually referred to as a “ WHEREAS, 1. Party A is a wholly-owned subsidiary registered in] [Equity Pledge Agreement “Agreement This Equity Pledge Agreement (the Party A: Pledgee th st Address: 701, 7 Party B: ID Number: 320102198102151619 Party C: Address: 708, Tower A, Pengrun Mansion, No. 26 Xiaoyun Road, Chaoyang District, Beijing. the Party the Parties For the purpose of this Agreement, the Pledgee, Pledgors and Party C are individually referred to as “ Whereas:] [Exclusive Call Option Agreement THIS EXCLUSIVE OPTION AGREEMENT this Agreement PRC Party A: Party B: Party C: Party Parties In this Agreement, Party A, Party B and Party C are referred to as a “ WHEREAS: Party B, Hu Haiqing holds 80% of the equity interest in Party C on behalf of Party A; Party A regularly provides Party C] [Power of Attorney I, Hu Haiqing, with ID number of 320102198102151619, being a shareholder of 80% of the equity (“My Equity”) of Jiandatong Health Technology (Beijing) Co., Ltd., hereby irrevocably authorize ShanghaiMed iKang, Inc. to exercise the following rights with respect to My Equity within the term of this Power of Attorney: ShanghaiMed iKang, Inc. is hereby authorized to act] [Statement and Acknowledgment I, as the shareholder of the 20% equity interest in Jiandatong Health Technology (Beijing) Co., Ltd. (hereinafter referred to as “Company”), hereby state and acknowledge that, in the event that Mr. Hu Haiqing transfers, in whole or in part, the 80% equity interest in the Company held by him to any third party, I agree to such] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated February 14, 2014 relating to the consolidated financial statements of iKang Guobin Healthcare Group, Inc. its subsidiaries, its variable interest entities (“VIEs”), and its VIEs’ subsidiaries as of and for the years ended March 31, 2011, 2012]

By | 2016-03-22T18:16:17+00:00 February 14th, 2014|Categories: Chinese Stocks, KANG, SEC Original|Tags: , , , , , |0 Comments
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TEDU [Tarena International] DRS/A: (Original Filing)

[PROSPECTUS (SUBJECT TO COMPLETION) DATED , 2014 American Depositary Shares Tarena International, Inc. Representing Class A Ordinary Shares Tarena International, Inc. is offering American depositary shares, or ADSs[, and the selling shareholders are offering ADSs]. Each ADS represents Class A ordinary shares, par value $0.001 per share. [We will not receive any proceeds from the ADSs sold by the selling] [SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED THIS SEPTEMBER 6, 2011 BY AND AMONG TARENA INTERNATIONAL, INC. (as “Company”) Schedule 1 each of the Persons listed on (as “Investors”) Schedule 2 the Person listed on (as “Founder”) CONNION CAPITAL LIMITED (as “Key Holder”) ZHAO MEI (as “Existing Holder”) Schedule 3 each of the Persons listed on (as “Domestic Companies”) AND] [TARENA INTERNATIONAL, INC. 2008 SHARE PLAN (Adopted by the members of the Company on September 22, 2008; and adopted by the Company’s Board of Directors on September 22, 2008; amended on November 28, 2012; share information has reflected the 10-for-1 share split effective on December 16, 2008) Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b)] [Amended and Restated Exclusive Business Cooperation Agreement This Amended and Restated Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Han Shaoyun, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 70% of the entire] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Li Jianguang, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 30% of the entire] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena International, Inc. Address: Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B: Tarena] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena International, Inc. Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B: Tarena Technologies] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Han Shaoyun Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Li Jianguang Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Spousal Consent Transaction Documents Beijing Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Han Shaoyun, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Han Shaoyun, the WFOE, Beijing Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Han Shaoyun; (4) Amended and] [Spousal Consent Transaction Documents Beijing Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Li Jianguang, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Li Jianguang, the WFOE, Beijing Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Li Jianguang; (4) Amended and] [Amended and Restated Exclusive Business Cooperation Agreement This Amended and Restated Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Han Shaoyun, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 49% of the entire] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Li Jianguang, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 51% of the entire] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena International, Inc. Address: Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B: Tarena] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A : Tarena International, Inc. Address: Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B:] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Han Shaoyun Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Li Jianguang Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Spousal Consent Transaction Documents Shanghai Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Han Shaoyun, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Han Shaoyun, the WFOE, Shanghai Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Han Shaoyun; (4) Amended and] [Spousal Consent Transaction Documents Shanghai Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Li Jianguang, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Li Jianguang, the WFOE, Shanghai Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Li Jianguang; (4) Amended and] [List of Subsidiaries Name Jurisdiction of Affiliate Relationship with Tarena Hong Kong Limited Hong Kong Wholly-owned subsidiary Tarena Software Technology (Hangzhou) Co., Ltd. PRC Wholly-owned subsidiary Tarena Technologies Inc. PRC Wholly-owned subsidiary Shenyang Tarena Technology Co., Ltd. PRC Wholly-owned subsidiary Jinan Tarena Software Co., Ltd. PRC Wholly-owned subsidiary Qingdao Tarena Software Technology Co., Ltd. PRC Wholly-owned subsidiary Tarena (Wuhan) Technology] [Consent of Independent Registered Public Accounting Firm The Board of Directors Tarena International, Inc.: We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the registration statement. Beijing, China January 10, 2014 EX-23 27 filename27.htm]

By | 2016-03-16T14:05:00+00:00 January 10th, 2014|Categories: Chinese Stocks, SEC Original, TEDU|Tags: , , , , , |0 Comments
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