F-1.A – Page 20 – China Stock Advice

FENG [Phoenix New Media] F-1/A: (Original Filing)

[Amendment No. 2 Form F-1 REGISTRATION STATEMENT Phoenix New Media Limited Not Applicable Cayman Islands (State or other jurisdiction of 7389 (Primary Standard Industrial Not Applicable (I.R.S. Employer th Fusheng Building Tower 2, 16 th Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Chris K.H. Lin,] [102,140,000 Class A Ordinary Shares PHOENIX NEW MEDIA LIMITED CLASS A ORDINARY SHARES, PAR VALUE $0.01 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENT May , 2011 May , 2011 Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf London E14 4QA United Kingdom Deutsche Bank Securities Inc. 60 Wall Street New York, New York] [SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 (212) 455-2000 FACSIMILE (212) 455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS May 11, 2011 Phoenix New Media Limited Fusheng Building Tower 2, 16th Floor 4 Hui Xin Dong Jie, Chaoyang District Beijing 100029 Peoples Republic of China Ladies and Gentlemen: relating to the registration of shares of the Companys]

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FENG [Phoenix New Media] F-1/A: Amendment No. 2 Form F-1 REGISTRATION STATEMENT Phoenix

[Amendment No. 2 Form F-1 REGISTRATION STATEMENT Phoenix New Media Limited Not Applicable Cayman Islands (State or other jurisdiction of 7389 (Primary Standard Industrial Not Applicable (I.R.S. Employer th Fusheng Building Tower 2, 16 th Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Chris K.H. Lin,] [102,140,000 Class A Ordinary Shares PHOENIX NEW MEDIA LIMITED CLASS A ORDINARY SHARES, PAR VALUE $0.01 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENT May , 2011 May , 2011 Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf London E14 4QA United Kingdom Deutsche Bank Securities Inc. 60 Wall Street New York, New York] [SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 (212) 455-2000 FACSIMILE (212) 455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS May 11, 2011 Phoenix New Media Limited Fusheng Building Tower 2, 16th Floor 4 Hui Xin Dong Jie, Chaoyang District Beijing 100029 Peoples Republic of China Ladies and Gentlemen: relating to the registration of shares of the Companys]

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DATE [JIAYUAN.COM INTERNATIONAL] F-1/A: (Original Filing)

[AMENDMENT NO. 3 TO FormF-1 REGISTRATION STATEMENT Jiayuan.com International Not Applicableyman Islands 7371 Not Applicable Room1005, Changxin Building CTrporation System (Name,dress,luding zipde, and telephone number,luding areade, ofent for service)pies to:vid S. Wang, Esq.vid T. Zhang, Esq. Approximatete ofmmencement of proposedle to the public:] [L&W Draft May 5, 2011 JIAYUAN.COM INTERNATIONAL 10,650,000 Ordinary Shares (par value US$0.001 per share ) Each represented by American Depositary Shares UNDERWRITINGREEMENT May [ ], 2011 Citigroup Global Markets 388 Greenwich Street New York, New York 10013 and Merrill Lynch, Pierce, Fenner & Smithorporated One Bryant Park] [JIAYUAN.COM INTERNATIONAL May, 2011 Merrill Lynch, Pierce, Fenner& Smithorporated One Bryant Park New York, New York 10036 Re: Jiayuan.com International Reserved Share Program Ladies and Gentlemen: Reference is made to the Underwritingreementted May, 2011 (the Underwritingreement) among Jiayuan.com International (thempany), the Selling Shareholders and the Underwriters listed inhedule I to the Underwritingreement.lpitalized terms used but] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL Room1005, Changxin Building May 6, 2011 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 4. Based upon and subject to the foregoing, we are of the opinion that the statements set forth under theption Taxation in the Registration Statement insofar theynstitute statement of] [CONTRACTSIGNMENTREEMENTreement ThisNTRACTSIGNMENTREEMENT (this BEIJING MIYUAN INFORMATION TECHNOLOGYLTD.signor (the MIYUAN (SHANGHAI) INFORMATION TECHNOLOGYLTD.signee (the BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. Beijing Huaqianshu ( HAIYAN GONG , a Chinese citizen; YONGQIANG QIAN , a Chinese citizen; XU LIU, a Chinese citizen; CHENG LI , a Chinese citizen;] [CONTRACTSIGNMENTREEMENTreement ThisNTRACTSIGNMENTREEMENT (this BEIJING MIYUAN INFORMATION TECHNOLOGYLTD.signor (the MIYUAN (SHANGHAI) INFORMATION TECHNOLOGYLTD.signee (the BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. Shiji Xique ( HAIYAN GONG , a Chinese citizen; YONGQIANG QIAN , a Chinese citizen; XU LIU, a Chinese citizen; CHENG LI] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on FormF-1/A of Jiayuan.com International of our reportted March8, 2011, except for Note 19(c), (e)and (f)which are of April20, 2011, relating to thensolidated financial statements of Jiayuan.com International which appears in such Registration Statement. Wesonsent to the reference to] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL Room1005, Changxin Building No.39 Anding Road, Chaoyang District Beijing 100029 the Peoples Republic of China May 6, 2011 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 2. 3. Documents In so acting, we have examined the Registration Statement, the originals orpies certified or]

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DATE [JIAYUAN.COM INTERNATIONAL] F-1/A: AMENDMENT NO. 3 TO FormF-1 REGISTRATION STATEMENT Jiayuan.com

[AMENDMENT NO. 3 TO FormF-1 REGISTRATION STATEMENT Jiayuan.com International Not Applicableyman Islands 7371 Not Applicable Room1005, Changxin Building CTrporation System (Name,dress,luding zipde, and telephone number,luding areade, ofent for service)pies to:vid S. Wang, Esq.vid T. Zhang, Esq. Approximatete ofmmencement of proposedle to the public:] [L&W Draft May 5, 2011 JIAYUAN.COM INTERNATIONAL 10,650,000 Ordinary Shares (par value US$0.001 per share ) Each represented by American Depositary Shares UNDERWRITINGREEMENT May [ ], 2011 Citigroup Global Markets 388 Greenwich Street New York, New York 10013 and Merrill Lynch, Pierce, Fenner & Smithorporated One Bryant Park] [JIAYUAN.COM INTERNATIONAL May, 2011 Merrill Lynch, Pierce, Fenner& Smithorporated One Bryant Park New York, New York 10036 Re: Jiayuan.com International Reserved Share Program Ladies and Gentlemen: Reference is made to the Underwritingreementted May, 2011 (the Underwritingreement) among Jiayuan.com International (thempany), the Selling Shareholders and the Underwriters listed inhedule I to the Underwritingreement.lpitalized terms used but] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL Room1005, Changxin Building May 6, 2011 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 4. Based upon and subject to the foregoing, we are of the opinion that the statements set forth under theption Taxation in the Registration Statement insofar theynstitute statement of] [CONTRACTSIGNMENTREEMENTreement ThisNTRACTSIGNMENTREEMENT (this BEIJING MIYUAN INFORMATION TECHNOLOGYLTD.signor (the MIYUAN (SHANGHAI) INFORMATION TECHNOLOGYLTD.signee (the BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. Beijing Huaqianshu ( HAIYAN GONG , a Chinese citizen; YONGQIANG QIAN , a Chinese citizen; XU LIU, a Chinese citizen; CHENG LI , a Chinese citizen;] [CONTRACTSIGNMENTREEMENTreement ThisNTRACTSIGNMENTREEMENT (this BEIJING MIYUAN INFORMATION TECHNOLOGYLTD.signor (the MIYUAN (SHANGHAI) INFORMATION TECHNOLOGYLTD.signee (the BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. Shiji Xique ( HAIYAN GONG , a Chinese citizen; YONGQIANG QIAN , a Chinese citizen; XU LIU, a Chinese citizen; CHENG LI] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on FormF-1/A of Jiayuan.com International of our reportted March8, 2011, except for Note 19(c), (e)and (f)which are of April20, 2011, relating to thensolidated financial statements of Jiayuan.com International which appears in such Registration Statement. Wesonsent to the reference to] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL Room1005, Changxin Building No.39 Anding Road, Chaoyang District Beijing 100029 the Peoples Republic of China May 6, 2011 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 2. 3. Documents In so acting, we have examined the Registration Statement, the originals orpies certified or]

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NQ [NQ Mobile] F-1/A: (Original Filing)

[] [Our ref DLK\661944\4401727v3 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com NetQin Mobile Inc. 4 May 2011 Dear Sirs NetQin Mobile Inc. Company Registration Statement Commission Offering ADSs New Shares We have acted as Cayman Islands legal advisers to NetQin Mobile Inc. (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals, copies or final] [May 4, 2011 NetQin Mobile Inc. Initial Public Offering of NetQin Mobile Inc. (the Company) Re: Ladies and Gentlemen: In connection with rendering the opinion set forth herein, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and (b) such other documents, certificates, and records as we have deemed necessary or appropriate as] [JINCHENG TONGDA & NEAL 10th Floor, China World Tower, No.1 Jianguo Menwai Avenue, Beijing 100004, China Tel: (86-10) 5706-8585 Fax: (86-10) 6518-5057, 8515-0267 NetQin Mobile Inc. Re: NetQin Mobile Inc. Public Offering May 4, 2011 Dear Sirs, PRC We are qualified lawyers of the Peoples Republic of China (the Company ADSs Ordinary Shares Offering Listing Transaction We are acting] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1/A of NetQin Mobile Inc. of our report dated February 18, 2011, except for Note 19 which is as of April 8, 2011, relating to the consolidated financial statements of NetQin Mobile Inc., which appears in such Registration Statement. We also]

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RENN [Renren] F-1/A: (Original Filing)

[PROSPECTUS (SUBJECT TO COMPLETION) ISSUED May 4, 2011 53,100,000 American Depositary Shares Renren Inc. Representing 159,300,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Renren Inc. Each ADS represents three Class A ordinary shares of Renren Inc., par value US$0.001 per share. We are offering 42,898,711 ADSs, and the selling shareholders] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 6 to Registration Statement (Registration No. 333-173548) on Form F-1 of our report dated April 15, 2011 relating to the consolidated financial statements of Renren Inc. and its subsidiaries and variable interest entities as of December 31, 2009 and 2010, and for the each]

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NQ [NQ Mobile] F-1/A:

[] [Our ref DLK\661944\4401727v3 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com NetQin Mobile Inc. 4 May 2011 Dear Sirs NetQin Mobile Inc. Company Registration Statement Commission Offering ADSs New Shares We have acted as Cayman Islands legal advisers to NetQin Mobile Inc. (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals, copies or final] [May 4, 2011 NetQin Mobile Inc. Initial Public Offering of NetQin Mobile Inc. (the Company) Re: Ladies and Gentlemen: In connection with rendering the opinion set forth herein, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and (b) such other documents, certificates, and records as we have deemed necessary or appropriate as] [JINCHENG TONGDA & NEAL 10th Floor, China World Tower, No.1 Jianguo Menwai Avenue, Beijing 100004, China Tel: (86-10) 5706-8585 Fax: (86-10) 6518-5057, 8515-0267 NetQin Mobile Inc. Re: NetQin Mobile Inc. Public Offering May 4, 2011 Dear Sirs, PRC We are qualified lawyers of the Peoples Republic of China (the Company ADSs Ordinary Shares Offering Listing Transaction We are acting] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1/A of NetQin Mobile Inc. of our report dated February 18, 2011, except for Note 19 which is as of April 8, 2011, relating to the consolidated financial statements of NetQin Mobile Inc., which appears in such Registration Statement. We also]

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RENN [Renren] F-1/A: PROSPECTUS (SUBJECT TO COMPLETION) ISSUED May 4, 2011

[PROSPECTUS (SUBJECT TO COMPLETION) ISSUED May 4, 2011 53,100,000 American Depositary Shares Renren Inc. Representing 159,300,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Renren Inc. Each ADS represents three Class A ordinary shares of Renren Inc., par value US$0.001 per share. We are offering 42,898,711 ADSs, and the selling shareholders] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 6 to Registration Statement (Registration No. 333-173548) on Form F-1 of our report dated April 15, 2011 relating to the consolidated financial statements of Renren Inc. and its subsidiaries and variable interest entities as of December 31, 2009 and 2010, and for the each]

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DATE [JIAYUAN.COM INTERNATIONAL] F-1/A: (Original Filing)

[AMENDMENT NO. 2 TO Form F-1 REGISTRATION STATEMENT Jiayuan.com International Ltd. Not Applicable Cayman Islands 7371 Not Applicable Room 1005, Changxin Building CT Corporation System (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David S. Wang, Esq. David T. Zhang, Esq. Approximate date of commencement of proposed sale to the public:] [LOAN AGREEMENT Agreement This LOAN AGREEMENT (this 1. JIAYUAN HONG KONG CORPORATION LIMITED Borrower , a limited liability company incorporated under the laws of Hong Kong, with the registered address at Suite 1505, World-wide House, 19 Des Voeus Road Central, Hong Kong (hereinafter referred to as the 2. HAIYAN GONG Lender , Chinese ID No.: [*****************]* (hereinafter referred] [Confidential EXCLUSIVE PURCHASE OPTION AGREEMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU AND OTHERS BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. And BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. February 17 , 2011 1 EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement China PRC This EXCLUSIVE PURCHASE OPTION AGREEMENT (this 1. HAIYAN GONG , a] [Confidential EQUITY PLEDGE AGREEMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU and others And BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. February 17, 2011 1 EQUITY PLEDGE AGREEMENT This EQUITY PLEDGE AGREEMENT Agreement China PRC (this (1) HAIYAN GONG Chinese ID No.: [*****************]* (2) XU LIU Chinese ID No.: [*****************]* (3) YONGQIANG] [Confidential SHAREHOLDERS VOTING RIGHTS ENTRUSTMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. By and among BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. And HAIYAN GONG And XU LIU And Others February 17, 2011 1 SHAREHOLDERS VOTING RIGHTS ENTRUSTMENT AGREEMENT This Agreement China PRC SHAREHOLDERS VOTING RIGHTS ENTRUSTMENT AGREEMENT (the (1) BEIJING MIYUAN] [Confidential LOAN AGREEMENT By and among HAIYAN GONG YU ZHANG And BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. February 17, 2011 1 LOAN AGREEMENT Agreement This LOAN AGREEMENT (this 1. HAIYAN GONG , a citizen of China (Chinese ID No.: [*****************]*) 2. YU ZHANG, a citizen of China (Chinese ID No.: [*****************]*); Borrower Borrowers (Hereinafter individually referred to as a] [Confidential Contract Transfer Agreement BY AND BETWEEN: Haiyan Gong, Xu Liu, Yu Zhang, etc. and Beijing Miyuan Information Technology Co., Ltd. and Miyuan (Shanghai) Information Technology Co., Ltd. April 5, 2011 Contract Transfer Agreement this Agreement PRC THIS CONTRACT TRANSFER AGREEMENT ( 1. Gong Haiyan, a PRC citizen (ID number: [*****************]*); 2. Liu Xu, a PRC citizen (ID number: [*****************]*);]

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DATE [JIAYUAN.COM INTERNATIONAL] F-1/A: AMENDMENT NO. 2 TO Form F-1 REGISTRATION STATEMENT

[AMENDMENT NO. 2 TO Form F-1 REGISTRATION STATEMENT Jiayuan.com International Ltd. Not Applicable Cayman Islands 7371 Not Applicable Room 1005, Changxin Building CT Corporation System (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David S. Wang, Esq. David T. Zhang, Esq. Approximate date of commencement of proposed sale to the public:] [LOAN AGREEMENT Agreement This LOAN AGREEMENT (this 1. JIAYUAN HONG KONG CORPORATION LIMITED Borrower , a limited liability company incorporated under the laws of Hong Kong, with the registered address at Suite 1505, World-wide House, 19 Des Voeus Road Central, Hong Kong (hereinafter referred to as the 2. HAIYAN GONG Lender , Chinese ID No.: [*****************]* (hereinafter referred] [Confidential EXCLUSIVE PURCHASE OPTION AGREEMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU AND OTHERS BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. And BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. February 17 , 2011 1 EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement China PRC This EXCLUSIVE PURCHASE OPTION AGREEMENT (this 1. HAIYAN GONG , a] [Confidential EQUITY PLEDGE AGREEMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU and others And BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. February 17, 2011 1 EQUITY PLEDGE AGREEMENT This EQUITY PLEDGE AGREEMENT Agreement China PRC (this (1) HAIYAN GONG Chinese ID No.: [*****************]* (2) XU LIU Chinese ID No.: [*****************]* (3) YONGQIANG] [Confidential SHAREHOLDERS VOTING RIGHTS ENTRUSTMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. By and among BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. And HAIYAN GONG And XU LIU And Others February 17, 2011 1 SHAREHOLDERS VOTING RIGHTS ENTRUSTMENT AGREEMENT This Agreement China PRC SHAREHOLDERS VOTING RIGHTS ENTRUSTMENT AGREEMENT (the (1) BEIJING MIYUAN] [Confidential LOAN AGREEMENT By and among HAIYAN GONG YU ZHANG And BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. February 17, 2011 1 LOAN AGREEMENT Agreement This LOAN AGREEMENT (this 1. HAIYAN GONG , a citizen of China (Chinese ID No.: [*****************]*) 2. YU ZHANG, a citizen of China (Chinese ID No.: [*****************]*); Borrower Borrowers (Hereinafter individually referred to as a] [Confidential Contract Transfer Agreement BY AND BETWEEN: Haiyan Gong, Xu Liu, Yu Zhang, etc. and Beijing Miyuan Information Technology Co., Ltd. and Miyuan (Shanghai) Information Technology Co., Ltd. April 5, 2011 Contract Transfer Agreement this Agreement PRC THIS CONTRACT TRANSFER AGREEMENT ( 1. Gong Haiyan, a PRC citizen (ID number: [*****************]*); 2. Liu Xu, a PRC citizen (ID number: [*****************]*);]

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