[] [VIPSHOP HOLDINGS LIMITED 11,176,470 American Depositary Shares Representing 22,352,940 Ordinary Shares UNDERWRITING AGREEMENT March Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center, 2 Queens Road Central, Hong Kong Deutsche Bank Securities Inc. 60 Wall Street, New York, NY 10005, Schedule A As Representatives of the Several Underwriters named in Ladies and Gentlemen: Introductory Company Schedule A Underwriters ADSs Ordinary]
[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED MARCH 9, 2012 11,176,470 American Depositary Shares Representing 22,352,940 Ordinary Shares Vipshop Holdings Limited This is an initial public offering of American depositary shares, or ADSs, of Vipshop Holdings Limited. We are offering 11,176,470 ADSs and each ADS represents two ordinary shares, par value US$0.0001 per share. Prior to this offering, there has been] [THE COMPANIES LAW (2011 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF VIPSHOP HOLDINGS LIMITED Adopted by a Special Resolution passed on March 9, 2012 and effective immediately prior to the completion of the Companys initial public offering of shares represented by American Depositary Shares 1. VIPSHOP HOLDINGS LIMITED The name of] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT Company Depositary W I T N E S S E T H T H A T: WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE ARTICLE I. DEFINITIONS All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: Affiliate SECTION 1.1 Agent SECTION 1.2 American Depositary] [DATE APRIL 11, 2011 (1) DCM VI, L.P. (2) DCM V, L.P. (3) DCM AFFILIATES FUND V, L.P. (4) SEQUOIA CAPITAL 2010 CV HOLDCO, LTD. (5) VIPSHOP HOLDINGS LIMITED (6) VIPSHOP INTERNATIONAL HOLDINGS LIMITED (7) GUANGZHOU VIPSHOP COMPUTER SERVICE CO., LTD. (广州唯品会计算机服务有限公司) (8) GUANGZHOU VIPSHOP INFORMATION TECHNOLOGY CO., LTD.（广州唯品会信息科技有限公司） (9) THE KEY HOLDERS LISTED ON PART A AND PART B] [Office: Mobile: rthorp@thorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The Peoples Republic of China , 2012 Dear Sirs Vipshop Holdings Limited. Company Commission Act Registration Statement Shares We have acted as Cayman Islands legal advisers to Vipshop Holdings Limited (the 1 Documents Reviewed For the purposes of this opinion we have reviewed originals, copies] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 FIRM/AFFILIATE OFFICES _____ BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON _____ BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY _____ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com] [VIPSHOP HOLDINSG LIMITED 2011 STOCK INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) Affiliate Associate (b) (c) Award (d) Award Agreement (e) Board (f) Cause (g) Change in Control (h) Code (i) Committee (j) Company (k) Consultant (l) Continuous Service (m) Director (n) ] [VIPSHOP HOLDINGS LIMITED 2012 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Vipshop Holdings Limited 2012 Share Incentive Plan (the ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [List of the Subsidiaries and Affiliated Entities of Vipshop Holdings Limited Name Jurisdiction of Affiliate Relationship Subsidiaries: Vipshop International Holdings Limited Hong Kong Wholly-owned subsidiary Vipshop (China) Co., Ltd. PRC Wholly-owned subsidiary Vipshop (Kunshan) E-Commerce Co., Ltd. PRC Wholly-owned subsidiary Vipshop (Jianyang) E-Commerce Co., Ltd. PRC Wholly-owned subsidiary Affiliated Entities: Guangzhou Vipshop Information Technology Co., Ltd. PRC Consolidated affiliated entity] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of Vipshop Holdings Limited on Form F-1 (Registration No. 333-179581) of our report dated February 17, 2012 related to the consolidated financial statements of Vipshop Holdings Limited as of December 31, 2009, 2010 and 2011, and for each of the three years in the] [, 2012 To: Vipshop Holdings Limited No. 20 Huahai Street Fang Village Liwan District Guangzhou 510370, PRC Dear Sirs or Madams: PRC China We are qualified lawyers of the Peoples Republic of China (the Company Offering Offered ADSs Ordinary Shares Registration Statement We act as the PRC counsel to Vipshop Holdings Limited (the A. Documents and Assumptions Documents]
[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED MARCH 9, 2012 11,176,470 American Depositary Shares Representing 22,352,940 Ordinary Shares Vipshop Holdings Limited This is an initial public offering of American depositary shares, or ADSs, of Vipshop Holdings Limited. We are offering 11,176,470 ADSs and each ADS represents two ordinary shares, par value US$0.0001 per share. Prior to this offering, there has been] [THE COMPANIES LAW (2011 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF VIPSHOP HOLDINGS LIMITED Adopted by a Special Resolution passed on March 9, 2012 and effective immediately prior to the completion of the Companys initial public offering of shares represented by American Depositary Shares 1. VIPSHOP HOLDINGS LIMITED The name of] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT Company Depositary W I T N E S S E T H T H A T: WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE ARTICLE I. DEFINITIONS All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: Affiliate SECTION 1.1 Agent SECTION 1.2 American Depositary] [DATE APRIL 11, 2011 (1) DCM VI, L.P. (2) DCM V, L.P. (3) DCM AFFILIATES FUND V, L.P. (4) SEQUOIA CAPITAL 2010 CV HOLDCO, LTD. (5) VIPSHOP HOLDINGS LIMITED (6) VIPSHOP INTERNATIONAL HOLDINGS LIMITED (7) GUANGZHOU VIPSHOP COMPUTER SERVICE CO., LTD. (广州唯品会计算机服务有限公司) (8) GUANGZHOU VIPSHOP INFORMATION TECHNOLOGY CO., LTD.（广州唯品会信息科技有限公司） (9) THE KEY HOLDERS LISTED ON PART A AND PART B] [Office: Mobile: rthorp@thorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The Peoples Republic of China , 2012 Dear Sirs Vipshop Holdings Limited. Company Commission Act Registration Statement Shares We have acted as Cayman Islands legal advisers to Vipshop Holdings Limited (the 1 Documents Reviewed For the purposes of this opinion we have reviewed originals, copies] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 FIRM/AFFILIATE OFFICES _____ BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON _____ BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY _____ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com] [VIPSHOP HOLDINSG LIMITED 2011 STOCK INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) Affiliate Associate (b) (c) Award (d) Award Agreement (e) Board (f) Cause (g) Change in Control (h) Code (i) Committee (j) Company (k) Consultant (l) Continuous Service (m) Director (n) ] [VIPSHOP HOLDINGS LIMITED 2012 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Vipshop Holdings Limited 2012 Share Incentive Plan (the ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [List of the Subsidiaries and Affiliated Entities of Vipshop Holdings Limited Name Jurisdiction of Affiliate Relationship Subsidiaries: Vipshop International Holdings Limited Hong Kong Wholly-owned subsidiary Vipshop (China) Co., Ltd. PRC Wholly-owned subsidiary Vipshop (Kunshan) E-Commerce Co., Ltd. PRC Wholly-owned subsidiary Vipshop (Jianyang) E-Commerce Co., Ltd. PRC Wholly-owned subsidiary Affiliated Entities: Guangzhou Vipshop Information Technology Co., Ltd. PRC Consolidated affiliated entity] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of Vipshop Holdings Limited on Form F-1 (Registration No. 333-179581) of our report dated February 17, 2012 related to the consolidated financial statements of Vipshop Holdings Limited as of December 31, 2009, 2010 and 2011, and for each of the three years in the] [, 2012 To: Vipshop Holdings Limited No. 20 Huahai Street Fang Village Liwan District Guangzhou 510370, PRC Dear Sirs or Madams: PRC China We are qualified lawyers of the Peoples Republic of China (the Company Offering Offered ADSs Ordinary Shares Registration Statement We act as the PRC counsel to Vipshop Holdings Limited (the A. Documents and Assumptions Documents]
[Amendment No. 3 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 7/F, Building 11, Shenzhen Software Park II Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. James] [XUNLEI LIMITED 7,600,000 American Depositary Shares Representing 22,800,000 Common Shares Underwriting Agreement , 2011 J.P. Morgan Securities LLC Deutsche Bank Securities Inc. 60 Wall Street New York, N.Y. 10005 As Representatives of the Several Underwriters Ladies and Gentlemen: Xunlei Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Company), proposes to issue and] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Amendment No. 3 to the Registration Statement on Form F-1 of our report dated May 16, 2011, except for Notes 21 and 23, which are as of June 8, 2011, relating to the financial statements of Xunlei Limited (formerly known as Giganology Limited), which appears]
[Amendment No. 3 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 7/F, Building 11, Shenzhen Software Park II Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. James] [XUNLEI LIMITED 7,600,000 American Depositary Shares Representing 22,800,000 Common Shares Underwriting Agreement , 2011 J.P. Morgan Securities LLC Deutsche Bank Securities Inc. 60 Wall Street New York, N.Y. 10005 As Representatives of the Several Underwriters Ladies and Gentlemen: Xunlei Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Company), proposes to issue and] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Amendment No. 3 to the Registration Statement on Form F-1 of our report dated May 16, 2011, except for Notes 21 and 23, which are as of June 8, 2011, relating to the financial statements of Xunlei Limited (formerly known as Giganology Limited), which appears]
[Amendment No. 2 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 7/F, Building 11, Shenzhen Software Park II Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. James] [EXECUTION VERSION SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company Xunlei Limited, a company incorporated in the Cayman Islands (the (2) Purchaser Sohu.com Limited, a company incorporated in the Cayman Islands (the Party, Parties The Purchaser and the Company are sometimes each referred to herein as a W I T N E S S E] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of our report dated May 16, 2011, except for Notes 21 and 23, which are as of June 8, 2011, relating to the financial statements of Xunlei Limited (formerly known as Giganology Limited), which appears in such Registration Statement. We]
[Amendment No. 1 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 7/F, Building 11, Shenzhen Software Park II Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. James] [Company No.: CR-144719 FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF XUNLEI LIMITED 迅雷有限公司 Adopted by Special Resolution passed on June 14, 2011 and effective conditional and immediately upon the completion of the Companys initial public offering of Class A Common Shares represented by American Depositary Shares INCORPORATED IN THE CAYMAN ISLANDS] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT [DATE] Company Depositary , dated as of W I T N E S S E T H T H A T : WHEREAS inter alia , the Company desires to establish with the Depositary an ADR facility to provide WHEREAS WHEREAS WHEREAS , WHEREAS NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency] [Our ref RDS\660874\4362554v5 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Xunlei Limited 1 July, 2011 Dear Sirs Xunlei Limited Company Registration Statement Commission Offering ADSs Shares We have acted as Cayman Islands legal advisers to Xunlei Limited (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of our report dated May 16, 2011, except for Notes 21 and 23, which are as of June 8, 2011, relating to the financial statements of Xunlei Limited (formerly known as Giganology Limited), which appears in such Registration Statement. We]
[Amendment No. 1 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 7/F, Building 11, Shenzhen Software Park II Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. James] [Company No.: CR-144719 FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF XUNLEI LIMITED 迅雷有限公司 Adopted by Special Resolution passed on June 14, 2011 and effective conditional and immediately upon the completion of the Companys initial public offering of Class A Common Shares represented by American Depositary Shares INCORPORATED IN THE CAYMAN ISLANDS] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT [DATE] Company Depositary , dated as of W I T N E S S E T H T H A T : WHEREAS inter alia , the Company desires to establish with the Depositary an ADR facility to provide WHEREAS WHEREAS WHEREAS , WHEREAS NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency] [Our ref RDS\660874\4362554v5 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Xunlei Limited 1 July, 2011 Dear Sirs Xunlei Limited Company Registration Statement Commission Offering ADSs Shares We have acted as Cayman Islands legal advisers to Xunlei Limited (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of our report dated May 16, 2011, except for Notes 21 and 23, which are as of June 8, 2011, relating to the financial statements of Xunlei Limited (formerly known as Giganology Limited), which appears in such Registration Statement. We]
[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS, DATED May 24, 2011 7,187,500 American Depositary Shares Taomee Holdings Limited Representing 143,750,000 Ordinary Shares This is an initial public offering of our American depository shares, or ADSs. We are offering 7,187,500 ADSs. Each ADS represents 20 ordinary shares, par value US$0.00002 per share. The underwriters have an option to purchase up to 1,078,125 additional] [TAOMEE HOLDINGS LIMITED [ ] American Depositary Shares Representing [ ] Ordinary Shares FORM OF UNDERWRITING AGREEMENT [ CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, N.Y. 10010-3629 U.S.A. DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, N.Y. 10005 U.S.A. As Representatives of the Several Underwriters Dear Sirs: Introductory Company Schedule A Underwriters Representatives] [Name of Company: TAOMEE HOLDINGS LIMITED TAOMEE HOLDINGS LIMITED Number: Number Ordinary Share(s) - [no. of shares] - Share(s): - [no. of shares] - Issued to: [name of shareholder] Dated Transferred from: Incorporated under the laws of the Cayman Islands US$20,000 1,000,000,000 Ordinary Shares US$ 0.00002 Share capital is [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 2 to Registration Statement No. 333-174293 on Form F-1 of our report dated April 27, 2011, relating to the consolidated combined financial statements and financial statement schedule of Taomee Holdings Limited and its subsidiaries and variable interest entities, appearing in the Prospectus, which is]
[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS, DATED May 24, 2011 7,187,500 American Depositary Shares Taomee Holdings Limited Representing 143,750,000 Ordinary Shares This is an initial public offering of our American depository shares, or ADSs. We are offering 7,187,500 ADSs. Each ADS represents 20 ordinary shares, par value US$0.00002 per share. The underwriters have an option to purchase up to 1,078,125 additional] [TAOMEE HOLDINGS LIMITED [ ] American Depositary Shares Representing [ ] Ordinary Shares FORM OF UNDERWRITING AGREEMENT [ CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, N.Y. 10010-3629 U.S.A. DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, N.Y. 10005 U.S.A. As Representatives of the Several Underwriters Dear Sirs: Introductory Company Schedule A Underwriters Representatives] [Name of Company: TAOMEE HOLDINGS LIMITED TAOMEE HOLDINGS LIMITED Number: Number Ordinary Share(s) - [no. of shares] - Share(s): - [no. of shares] - Issued to: [name of shareholder] Dated Transferred from: Incorporated under the laws of the Cayman Islands US$20,000 1,000,000,000 Ordinary Shares US$ 0.00002 Share capital is [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 2 to Registration Statement No. 333-174293 on Form F-1 of our report dated April 27, 2011, relating to the consolidated combined financial statements and financial statement schedule of Taomee Holdings Limited and its subsidiaries and variable interest entities, appearing in the Prospectus, which is]
