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] [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 | 2016-03-16T14:05:56+00:00 January 10th, 2014|Categories: Chinese Stocks, TEDU, Webplus ver|Tags: , , , , , |0 Comments

GOMO [Sungy Mobile] DRS/A: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum Amount of registration fee Class A ordinary shares, par value US$0.0001 per share(2)(3) (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) Form F-6 American depositary shares issuable] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Schedule 1 Jiubang Subsidiaries Each and all entities listed in (5) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (6) Yuqiang Deng (7) Xiangdong Zhang] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Schedule 1 Jiubang Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Jiubang Digital and each of Jiubang Subsidiaries, a “ RECITALS WHEREAS WHEREAS 1 NOW,] [LOAN AGREEMENT Agreement This Loan Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Yuqiang Deng Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB7,200,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [LOAN AGREEMENT Agreement This Loan Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Xiangdong Zhang Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB1,800,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ Sungy Data Ltd. Sungy Data Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each of Sungy Data, WFOE, Jiubang Digital and each of the] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Jiubang Digital and each of the Shareholders, a “ 1 RECITALS] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Schedule 1 Sanju Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Schedule 1 Sanju Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Sanju Advertising and each of Sanju Subsidiaries, a “ RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and each of the Shareholders, a “] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Sanju Advertising and each of the Shareholders, a “ 1 RECITALS (A) WHEREAS (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Schedule 1 Hengye Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Schedule 1 Hengye Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Guangzhou Hengye and each of Hengye Subsidiaries, a “ RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and each of the Shareholders, a “] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Guangzhou Hengye and each of the Shareholders, a “ RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Zhiteng Computer and each of Zhiteng Subsidiaries, a “ RECITALS (A) WHEREAS 1 (B) WHEREAS NOW, THEREFORE AGREEMENT 1. Provision of] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the Shareholders, a “ 1 RECITALS (A)] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Yuqiang Deng (4) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Zhiteng Computer and each of the Shareholders, a “ RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement (C) WHEREAS Business] [SPOUSAL CONSENT EX-10 24 filename24.htm] [SPOUSAL CONSENT EX-10 25 filename25.htm] [Consent of App Annie Limited 9/26/2013 Sungy Data Ltd. Floor 17, Tower A, China International Center No. 33 Zhongshan 3 rd Road Yuexiu District, Guangzhou 510055 People’s Republic of China Ladies and Gentlemen: Appendix A Registration Statement Company SEC SEC Filings App Annie Limited hereby consents to the inclusion of information, data and statements from the attached Yours faithfully For]

By | 2016-03-26T20:35:44+00:00 September 27th, 2013|Categories: Chinese Stocks, GOMO, SEC Original|Tags: , , , , , |0 Comments

GOMO [Sungy Mobile] 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 Amount of registration fee Class A ordinary shares, par value US$0.0001 per share(2)(3) (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) Form F-6 American depositary shares issuable] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Schedule 1 Jiubang Subsidiaries Each and all entities listed in (5) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (6) Yuqiang Deng (7) Xiangdong Zhang] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (4) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Schedule 1 Jiubang Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Jiubang Digital and each of Jiubang Subsidiaries, a “ RECITALS WHEREAS WHEREAS 1 NOW,] [LOAN AGREEMENT Agreement This Loan Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Yuqiang Deng Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB7,200,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [LOAN AGREEMENT Agreement This Loan Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. Party A China (2) Xiangdong Zhang Party B (3) Guangzhou Jiubang Digital Technology Co., Ltd. Party C 1. Loan RMB1,800,000 Loan 1.1 Subject to the terms and conditions of this Agreement, Party A agrees to provide to Party B a loan at the principal amount] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ Sungy Data Ltd. Sungy Data Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders 1 Party Parties (Each of Sungy Data, WFOE, Jiubang Digital and each of the] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Jiubang Digital Technology Co., Ltd. Jiubang Digital (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Jiubang Digital and each of the Shareholders, a “ 1 RECITALS] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Schedule 1 Sanju Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Schedule 1 Sanju Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Sanju Advertising and each of Sanju Subsidiaries, a “ RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Sanju Advertising and each of the Shareholders, a “] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Sanju Advertising Media Co., Ltd. Sanju Advertising (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Sanju Advertising and each of the Shareholders, a “ 1 RECITALS (A) WHEREAS (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Schedule 1 Hengye Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang (7) Yingming Chang Shareholders 1 Party Parties (Each of] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement This Master Exclusive Service Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Schedule 1 Hengye Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Guangzhou Hengye and each of Hengye Subsidiaries, a “ RECITALS WHEREAS WHEREAS 1 NOW,] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (4) Yuqiang Deng (5) Xiangdong Zhang (6) Yingming Chang Shareholders Party Parties (Each of Sungy Data, WFOE, Guangzhou Hengye and each of the Shareholders, a “] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Hengye Software Technology Co., Ltd. Guangzhou Hengye (3) Yuqiang Deng (4) Xiangdong Zhang (5) Yingming Chang Shareholders Party Parties (Each of WFOE, Guangzhou Hengye and each of the Shareholders, a “ RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement] [BUSINESS COOPERATION AGREEMENT Agreement This Business Cooperation Agreement (the “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in (5) Yuqiang Deng (6) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng] [PROXY AGREEMENT AND POWER OF ATTORNEY Agreement This Proxy Agreement and Power of Attorney (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the] [MASTER EXCLUSIVE SERVICE AGREEMENT Agreement (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Schedule 1 Zhiteng Subsidiaries Each and all entities listed in Party Parties (Each of WFOE, Zhiteng Computer and each of Zhiteng Subsidiaries, a “ RECITALS (A) WHEREAS 1 (B) WHEREAS NOW, THEREFORE AGREEMENT 1. Provision of] [EXCLUSIVE OPTION AGREEMENT Agreement This Exclusive Option Agreement (this “ (1) Sungy Data Ltd. Sungy Data (2) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (3) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (4) Yuqiang Deng (5) Xiangdong Zhang Shareholders Party Parties (Each of Sungy Data, WFOE, Zhiteng Computer and each of the Shareholders, a “ 1 RECITALS (A)] [EQUITY PLEDGE AGREEMENT Agreement This Equity Pledge Agreement (this “ (1) Jiubang Computer Technology (Guangzhou) Co., Ltd. WFOE China (2) Guangzhou Zhiteng Computer Technology Co., Ltd. Zhiteng Computer (3) Yuqiang Deng (4) Xiangdong Zhang Shareholders Party Parties (Each of WFOE, Zhiteng Computer and each of the Shareholders, a “ RECITALS (A) WHEREAS 1 (B) WHEREAS Service Agreement (C) WHEREAS Business] [SPOUSAL CONSENT EX-10 24 filename24.htm] [SPOUSAL CONSENT EX-10 25 filename25.htm] [Consent of App Annie Limited 9/26/2013 Sungy Data Ltd. Floor 17, Tower A, China International Center No. 33 Zhongshan 3 rd Road Yuexiu District, Guangzhou 510055 People’s Republic of China Ladies and Gentlemen: Appendix A Registration Statement Company SEC SEC Filings App Annie Limited hereby consents to the inclusion of information, data and statements from the attached Yours faithfully For]

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WBAI [500.com] DRS/A: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering (2) price Amount of registration fee (1)(3) Class A Ordinary Shares, par value US$0.00005 per share, offered by 500wan.com Limited US$ US$ (1)(3) Class A Ordinary Shares, par value US$0.00005 per share, offered by selling shareholders US$ US$ (1) (2) (3) Form F-6]

WBAI [500.com] 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 aggregate offering (2) price Amount of registration fee (1)(3) Class A Ordinary Shares, par value US$0.00005 per share, offered by 500wan.com Limited US$ US$ (1)(3) Class A Ordinary Shares, par value US$0.00005 per share, offered by selling shareholders US$ US$ (1) (2) (3) Form F-6]

ATHM [Autohome] 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 $0.01 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) F-6]

ATHM [Autohome] 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 $0.01 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) F-6]

QUNR [Qunar Cayman Islands] DRS/A: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) (2) Proposed Maximum Amount Of Class B Ordinary shares, par value US$0.001 per share (3) US$ US$ (1) (2) (3) American depositary shares issuable upon deposit of the Class B ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 filed] [Place of Incorporation Subsidiaries Queen’s Road Investment Management Limited Hong Kong Beijing Qunar Software Technology Company Limited People’s Republic of China Shanghai Qianlima Network Technology Co. Ltd. People’s Republic of China Variable Interest Entity Beijing Qu Na Information Technology Company Limited People’s Republic of China Subsidiaries of Variable Interest Entity Beijing Jia Xin Hao Yuan Information Technology Company Ltd. People’s] [Qunar Cayman Islands Limited 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing 100080 The People’s Republic of China Dear Sirs/Madams: Re: Qunar Cayman Islands Limited PRC Company Registration Statement Offering ADSs Ordinary Shares Offered Securities We are qualified lawyers of the People’s Republic of China (the “ Opinion With respect to the Offering, you have]

QUNR [Qunar Cayman Islands] DRS/A: CALCULATION OF REGISTRATION FEE Title of Each Class

[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) (2) Proposed Maximum Amount Of Class B Ordinary shares, par value US$0.001 per share (3) US$ US$ (1) (2) (3) American depositary shares issuable upon deposit of the Class B ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 filed] [Place of Incorporation Subsidiaries Queen’s Road Investment Management Limited Hong Kong Beijing Qunar Software Technology Company Limited People’s Republic of China Shanghai Qianlima Network Technology Co. Ltd. People’s Republic of China Variable Interest Entity Beijing Qu Na Information Technology Company Limited People’s Republic of China Subsidiaries of Variable Interest Entity Beijing Jia Xin Hao Yuan Information Technology Company Ltd. People’s] [Qunar Cayman Islands Limited 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing 100080 The People’s Republic of China Dear Sirs/Madams: Re: Qunar Cayman Islands Limited PRC Company Registration Statement Offering ADSs Ordinary Shares Offered Securities We are qualified lawyers of the People’s Republic of China (the “ Opinion With respect to the Offering, you have]

WUBA [58.com] DRS/A: (Original Filing)

[FORM F-1 58.com Inc. Not Applicable Cayman Islands 7370 Not Applicable (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer Block E, The North American International Business Center (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. th David Roberts, Esq. Approximate date of commencement of proposed sale] [[ ] 201 3 OUR REF: AC/al/#3795406v1 (M#87 87500 ) 58.com Inc. Block E, The North American International Business Center Yi 108 Beiyuan Road Chaoyang District Beijing 100101 The People’s Republic of China Dear Sirs, 58.com Inc. (the “Company”) Commission or about [ ] 2013 Registration Statement Securities Act (the “ 000 Ordinary Shares 1 each (the “ For the] [[ ] 2013 Matter No.:87 8500 Doc Ref: AC/al /# 3795412v1 58.com Inc. Block E, The North American International Business Center Yi 108 Beiyuan Road Chaoyang District Beijing 100101 The People’s Republic of China Dear Sirs, Re: 58.com Inc. (t he “Company”) We have acted as special legal counsel in the Cayman Islands to the Company in connection with a] [[ · ], 2013 58.com Inc. Block E The North American International Business Center Yi 108 Beiyuan Road Chaoyang District, Beijing 100101 People’s Republic of China RE: American Depositary Shares of 58.com Inc. Ladies and Gentlemen: · ], 2013 (the “Registration Statement”). In rendering the opinion stated herein, we have examined and relied upon the following: (a) the Registration Statement.] [Amended and Restated Equity Interest Pledge Agreement This Amended and Restated Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 28, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Chengshi Wanglin Information Technology Co., Ltd. (hereinafter “Pledgee”), a wholly foreign owned enterprise, organized and existing] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the following P arties as of the 28th day of June 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”) : Party A: Beijing Chengshi Wanglin Information Technology Co., Ltd. , a wholly foreign owned enterprise, organized] [Power of Attorney I, Jinbo Yao, a Chinese citizen with Chinese Identification Card No.: , and a holder of 37.8% of the entire registered capital in Beijing 58 Information Technology Co., Ltd. (“58.com”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Chengshi Wanglin Information Technology Co., Ltd. (“WFOE”) to exercise the following rights] [Loan Agreement This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of December 1, 2011 in Beijing, China: (1) Beijing Chengshi Wanglin Information Technology Co., Ltd. (“Lender”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at No.6 Building, Yi 108, Beiyuan Road, Chaoyang] [漢 坤 律 師 事 務 所 HAN KUN LAW OFFICES Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China TEL: (86 10) 8525 5500; FAX: (86 10) 8525 5511 / 8525 5522 , 2013 58.com Inc. To: Block E, the North American International Business Center Yi 108 Beiyuan Road, Chaoyang District]

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