BABA [Alibaba] F-1/A: (Original Filing)

[Subject to Completion, Dated , 2014 American Depositary Shares Representing Ordinary Shares Alibaba Group Holding Limited This is the initial public offering of Alibaba Group Holding Limited, or Alibaba Group. We are offering American Depositary Shares, or ADSs, and the selling shareholders named in this prospectus are offering ADSs. Each ADS represents ordinary shares, par value US$0.000025 per share. We]

By | 2016-03-17T22:29:12+00:00 June 26th, 2014|Categories: BABA, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments

BABA [Alibaba] F-1/A: Subject to Completion, Dated , 2014 American Depositary

[Subject to Completion, Dated , 2014 American Depositary Shares Representing Ordinary Shares Alibaba Group Holding Limited This is the initial public offering of Alibaba Group Holding Limited, or Alibaba Group. We are offering American Depositary Shares, or ADSs, and the selling shareholders named in this prospectus are offering ADSs. Each ADS represents ordinary shares, par value US$0.000025 per share. We]

By | 2016-03-17T22:30:53+00:00 June 26th, 2014|Categories: BABA, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments

XNET [Xunlei] F-1/A: (Original Filing)

[Amendment No. 3 to 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 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.] [XUNLEI LIMITED 7,315,000 American Depositary Shares Representing 36,575,000 Common Shares Underwriting Agreement , 2014 J.P. Morgan Securities LLC Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 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] [CONSENT LETTER OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Xunlei Limited of our report dated March 21, 2014 relating to the consolidated financial statements of Xunlei Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such]

By | 2016-03-25T10:55:03+00:00 June 20th, 2014|Categories: Chinese Stocks, SEC Original, XNET|Tags: , , , , , |0 Comments

XNET [Xunlei] F-1/A: Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT

[Amendment No. 3 to 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 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.] [XUNLEI LIMITED 7,315,000 American Depositary Shares Representing 36,575,000 Common Shares Underwriting Agreement , 2014 J.P. Morgan Securities LLC Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 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] [CONSENT LETTER OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Xunlei Limited of our report dated March 21, 2014 relating to the consolidated financial statements of Xunlei Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such]

By | 2016-03-25T10:56:15+00:00 June 20th, 2014|Categories: Chinese Stocks, Webplus ver, XNET|Tags: , , , , , |0 Comments

XNET [Xunlei] F-1/A: (Original Filing)

[Amendment No. 2 to 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 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.] [SHARE PURCHASE AGREEMENT Agreement This Share Purchase Agreement (this “ (1) Purchaser Xiaomi Venture Limited, a company incorporated in the Cayman Islands (the “ (2) Seller Sellers Party Parties W I T N E S S E T H: Company Registration Statement SEC Offering ADS Common Shares WHEREAS, Xunlei Limited (the “ WHEREAS, the Purchaser wishes to purchase from the] [CONSENT LETTER OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Xunlei Limited of our report dated March 21, 2014 relating to the consolidated financial statements of Xunlei Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such]

By | 2016-03-25T11:06:38+00:00 June 17th, 2014|Categories: Chinese Stocks, SEC Original, XNET|Tags: , , , , , |0 Comments

XNET [Xunlei] F-1/A: Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT

[Amendment No. 2 to 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 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.] [SHARE PURCHASE AGREEMENT Agreement This Share Purchase Agreement (this “ (1) Purchaser Xiaomi Venture Limited, a company incorporated in the Cayman Islands (the “ (2) Seller Sellers Party Parties W I T N E S S E T H: Company Registration Statement SEC Offering ADS Common Shares WHEREAS, Xunlei Limited (the “ WHEREAS, the Purchaser wishes to purchase from the] [CONSENT LETTER OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Xunlei Limited of our report dated March 21, 2014 relating to the consolidated financial statements of Xunlei Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such]

By | 2016-03-25T11:07:44+00:00 June 17th, 2014|Categories: Chinese Stocks, Webplus ver, XNET|Tags: , , , , , |0 Comments

BABA [Alibaba] F-1/A: (Original Filing)

[Subject to Completion, Dated , 2014 American Depositary Shares Representing Ordinary Shares Alibaba Group Holding Limited This is the initial public offering of Alibaba Group Holding Limited, or Alibaba Group. We are offering American Depositary Shares, or ADSs, and the selling shareholders named in this prospectus are offering ADSs. Each ADS represents ordinary shares, par value US$0.000025 per share. We] [Our ref RDS/604743-000013/7052252v3 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Alibaba Group Holding Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong 16 June 2014 Dear Sirs Alibaba Group Holding Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Alibaba Group Holding Limited (the “ 1 Documents Reviewed For the] [[DATE] [NAME] Present Dear [NAME], Re: Offer of Employment We are pleased to extend our offer of employment to you. This letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with 1. Duties 1.1 You shall be employed as 1.2 You shall diligently and faithfully perform all duties required in your position. You shall devote your] [Dated April 8, 2014 Loan Agreement Between Zhejiang Tmall Technology Co., Ltd. (as Lender) and Simon Xie (谢世煌) (as Borrower) Table of Contents 1. Loan Commitment 1 2. Grant of Loan and Purpose 1 3. Term of Loan and Renewal 2 4. Interest and Payment 2 5. Repayment; Voluntary Prepayment; Mandatory Prepayment 3 6. Guarantee 3 7. 3 8. Undertakings] [STRICTLY CONFIDENTIAL EXECUTION VERSION INVESTMENT AGREEMENT dated as of April 28, 2014 by and between YOUKU TUDOU INC., 1LOOK HOLDINGS LTD., ALI YK INVESTMENT HOLDING LIMITED, and Solely for purposes of Sections 11.4, 11.5 and 11.16 hereof, ALIBABA GROUP HOLDING LIMITED TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules] [STRICTLY CONFIDENTIAL EXECUTION VERSION INVESTOR RIGHTS AGREEMENT dated as of April 28, 2014 by and among YOUKU TUDOU INC., ALI YK INVESTMENT HOLDING LIMITED, and Solely for purposes of Sections 7.1 and 7.2 and Article VIII hereof, ALIBABA GROUP HOLDING LIMITED and YF VENUS LTD TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section] [STRICTLY CONFIDENTIAL EXECUTION VERSION SHAREHOLDERS AGREEMENT dated as of April 28, 2014 by and among ALI YK INVESTMENT HOLDING LIMITED and Each of the persons 1 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 9 ARTICLE II VOTING RESTRICTIONS 9 Section 2.1 Shareholder Voting Restrictions 9 Section] [STRICTLY CONFIDENTIAL EXECUTION COPY AMENDED AND RESTATED SHARE PURCHASE AND SHAREHOLDERS AGREEMENT dated as of May 21, 2014 by and among ALI YK INVESTMENT HOLDING LIMITED, YF VENUS LTD, and ALIBABA INVESTMENT LIMITED TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 2 Section 1.1. Definitions 2 Section 1.2. Interpretation and Rules of Construction 7 ARTICLE II PURCHASE AND SALE] [EXECUTION VERSION SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (the “ Purchaser (a) Ali UC Investment Holding Limited, an exempted company organized under the laws of the Cayman Islands (the “ Management (b) He, Xiaopeng, a PRC citizen whose PRC ID number is 440203197711032118, Liang, Jie, a PRC citizen whose PRC ID number is 440106197502111817, Yu, Yongfu, a PRC] [Schedules of Material Differences of Contractual Arrangements of Material Variable Entities I. Loan Agreement Schedule The material differences in the loan agreements by and among the VIE Shareholders and the WFOEs in connection with our material contractual arrangements are set forth below. 1. 2. loan agreement entered into by Jack Ma, Simon Xie (together with Jack Ma, the “VIE Shareholders”)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Alibaba Group Holding Limited of our report dated June 16, 2014 relating to the financial statements of Alibaba Group Holding Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts”] [April 17, 2014 Alibaba Group Holding Limited th 26 Times Square 1 Matheson Street Causeway Bay, Hong Kong Re: Alibaba Group Holding Limited Ladies and Gentlemen, We hereby consent to the references to our name and the inclusion of, summary of and reference to (i) any data or statements contained in the reports and materials and amendments thereto we provided] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 16, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.5 13 d709111dex235.htm EX-23.5] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 16, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.6 14 d709111dex236.htm EX-23.6] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 16, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.7 15 d709111dex237.htm EX-23.7] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 14, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.8 16 d709111dex238.htm EX-23.8] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 15, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.9 17 d709111dex239.htm EX-23.9] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 14, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.10 18 d709111dex2310.htm EX-23.10]

By | 2016-03-17T22:45:02+00:00 June 16th, 2014|Categories: BABA, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments

BABA [Alibaba] F-1/A: Subject to Completion, Dated , 2014 American Depositary

[Subject to Completion, Dated , 2014 American Depositary Shares Representing Ordinary Shares Alibaba Group Holding Limited This is the initial public offering of Alibaba Group Holding Limited, or Alibaba Group. We are offering American Depositary Shares, or ADSs, and the selling shareholders named in this prospectus are offering ADSs. Each ADS represents ordinary shares, par value US$0.000025 per share. We] [Our ref RDS/604743-000013/7052252v3 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Alibaba Group Holding Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong 16 June 2014 Dear Sirs Alibaba Group Holding Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Alibaba Group Holding Limited (the “ 1 Documents Reviewed For the] [[DATE] [NAME] Present Dear [NAME], Re: Offer of Employment We are pleased to extend our offer of employment to you. This letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with 1. Duties 1.1 You shall be employed as 1.2 You shall diligently and faithfully perform all duties required in your position. You shall devote your] [Dated April 8, 2014 Loan Agreement Between Zhejiang Tmall Technology Co., Ltd. (as Lender) and Simon Xie (谢世煌) (as Borrower) Table of Contents 1. Loan Commitment 1 2. Grant of Loan and Purpose 1 3. Term of Loan and Renewal 2 4. Interest and Payment 2 5. Repayment; Voluntary Prepayment; Mandatory Prepayment 3 6. Guarantee 3 7. 3 8. Undertakings] [STRICTLY CONFIDENTIAL EXECUTION VERSION INVESTMENT AGREEMENT dated as of April 28, 2014 by and between YOUKU TUDOU INC., 1LOOK HOLDINGS LTD., ALI YK INVESTMENT HOLDING LIMITED, and Solely for purposes of Sections 11.4, 11.5 and 11.16 hereof, ALIBABA GROUP HOLDING LIMITED TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules] [STRICTLY CONFIDENTIAL EXECUTION VERSION INVESTOR RIGHTS AGREEMENT dated as of April 28, 2014 by and among YOUKU TUDOU INC., ALI YK INVESTMENT HOLDING LIMITED, and Solely for purposes of Sections 7.1 and 7.2 and Article VIII hereof, ALIBABA GROUP HOLDING LIMITED and YF VENUS LTD TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section] [STRICTLY CONFIDENTIAL EXECUTION VERSION SHAREHOLDERS AGREEMENT dated as of April 28, 2014 by and among ALI YK INVESTMENT HOLDING LIMITED and Each of the persons 1 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 9 ARTICLE II VOTING RESTRICTIONS 9 Section 2.1 Shareholder Voting Restrictions 9 Section] [STRICTLY CONFIDENTIAL EXECUTION COPY AMENDED AND RESTATED SHARE PURCHASE AND SHAREHOLDERS AGREEMENT dated as of May 21, 2014 by and among ALI YK INVESTMENT HOLDING LIMITED, YF VENUS LTD, and ALIBABA INVESTMENT LIMITED TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 2 Section 1.1. Definitions 2 Section 1.2. Interpretation and Rules of Construction 7 ARTICLE II PURCHASE AND SALE] [EXECUTION VERSION SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (the “ Purchaser (a) Ali UC Investment Holding Limited, an exempted company organized under the laws of the Cayman Islands (the “ Management (b) He, Xiaopeng, a PRC citizen whose PRC ID number is 440203197711032118, Liang, Jie, a PRC citizen whose PRC ID number is 440106197502111817, Yu, Yongfu, a PRC] [Schedules of Material Differences of Contractual Arrangements of Material Variable Entities I. Loan Agreement Schedule The material differences in the loan agreements by and among the VIE Shareholders and the WFOEs in connection with our material contractual arrangements are set forth below. 1. 2. loan agreement entered into by Jack Ma, Simon Xie (together with Jack Ma, the “VIE Shareholders”)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Alibaba Group Holding Limited of our report dated June 16, 2014 relating to the financial statements of Alibaba Group Holding Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts”] [April 17, 2014 Alibaba Group Holding Limited th 26 Times Square 1 Matheson Street Causeway Bay, Hong Kong Re: Alibaba Group Holding Limited Ladies and Gentlemen, We hereby consent to the references to our name and the inclusion of, summary of and reference to (i) any data or statements contained in the reports and materials and amendments thereto we provided] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 16, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.5 13 d709111dex235.htm EX-23.5] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 16, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.6 14 d709111dex236.htm EX-23.6] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 16, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.7 15 d709111dex237.htm EX-23.7] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 14, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.8 16 d709111dex238.htm EX-23.8] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 15, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.9 17 d709111dex239.htm EX-23.9] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 14, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.10 18 d709111dex2310.htm EX-23.10]

By | 2016-03-17T22:46:47+00:00 June 16th, 2014|Categories: BABA, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments

XNET [Xunlei] F-1/A: (Original Filing)

[Amendment No. 1 to 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 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.] [Company No.: CR-144719 EIGHTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND SEVENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF XUNLEI LIMITED 迅雷有限公司 Adopted by Special Resolution passed on June 11, 2014 and effective conditional and immediately upon the completion of the Company’s initial public offering of Common Shares represented by American Depositary Shares INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES] [Name of Company: XUNLEI LIMITED XUNLEI LIMITED Number: Number Common Share( s) [cert. no. issued] [cert. no. issued] -[no. of shares] - Incorporated under the laws of the Cayman Islands Common Share( s) : - [no. of shares] - Share capital is US$250,000 divided into 1,000,000,000 Common Shares US$0.00025 of a par value of Issued to: [name of shareholder]] [XUNLEI LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2014 DEPOSIT AGREEMENT DEPOSIT AGREEMENT dated as of , 2014, among XUNLEI LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New] [Execution Version XUNLEI LIMITED SEVEN TH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT THIS SEVENTH Agreement AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ April 24 , 201 4 by and among : (i) Company Xunlei Limited (formerly known as Giganology Limited), an exempted limited liability company organized under the laws of the Cayman Islands (the “ (ii) BVI Subsidiary Xunlei Network Technologies] [Our ref SSY/660874-000001/7109439v1 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Xunlei Limited 4/F, Hans Innovation Mansion, North Ring Road No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 People’s Republic of China 12 June 2014 Dear Sirs Xunlei Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Xunlei Limited (the “ 1 Documents Reviewed For] [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE FIRM/AFFILIATE OFFICES LOS ANGELES, CALIFORNIA 90071-3144 BOSTON TEL: (213) 687-5000 CHICAGO FAX: (213) 687-5600 HOUSTON www.skadden.com NEW YORK PALO ALTO WILMINGTON BEIJING June 12, 2014 BRUSSELS] [XUNLEI LIMITED 201 4 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the Xunlei Limited 2014 Share Incentive Plan (the “ the Cayman Islands Company (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.] [FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as a director/an executive officer of the Company and in such capacity will render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the] [EMPLOYMENT AGREEMENT Agreement” Effective Date Company Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company as its during the term of Employment and] [CONTENT PROTECTION AGREEMENT This Content Protection Agreement (“Agreement”) is entered into on this 22 nd day of May, 2014 (“Effective Date”), by and between Shenzhen Xunlei Networking Technologies Co., Ltd. , Shenzhen Xunlei Kankan Information Technologies Co., Ltd., and Xunlei Software (Shenzhen) Co., Ltd. (collectively, “Xunlei”), on the one hand, and the Motion Picture Association of America, Inc. (“MPAA”), Sony] [CONSENT LETTER OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Xunlei Limited of our report dated March 21, 2014 relating to the consolidated financial statements of Xunlei Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such] [XUNLEI LIMITED CODE OF BUSINESS CONDUCT AND ETHICS Adopted by the Board of Directors of Xunlei Limited on June 11, 2014 effective upon the effectiveness of the Company’s registration statement on Form F-1 relating to the Company’s initial public offering (“Effective Time”) I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to] [LEGAL OPINION To: XUNLEI LIMITED 4/F, Hans Innovation Mansion No. 9018 North Ring Road, High-Tech Park, Nanshan District Shenzhen 518057 People’s Republic of China June 12, 2014 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Common Shares Offered Securities” Registration Statement SEC We act as the PRC] [June 12, 2014 Xunlei Limited 4/F, Hans Innovation Mansion, North Ring Road No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-99.3 15 a2220429zex-99_3.htm EX-99.3] [June 12, 2014 Xunlei Limited 4/F, Hans Innovation Mansion, North Ring Road No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-99.4 16 a2220429zex-99_4.htm EX-99.4]

By | 2016-03-25T11:16:09+00:00 June 12th, 2014|Categories: Chinese Stocks, SEC Original, XNET|Tags: , , , , , |0 Comments

XNET [Xunlei] F-1/A: Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT

[Amendment No. 1 to 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 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.] [Company No.: CR-144719 EIGHTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND SEVENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF XUNLEI LIMITED 迅雷有限公司 Adopted by Special Resolution passed on June 11, 2014 and effective conditional and immediately upon the completion of the Company’s initial public offering of Common Shares represented by American Depositary Shares INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES] [Name of Company: XUNLEI LIMITED XUNLEI LIMITED Number: Number Common Share( s) [cert. no. issued] [cert. no. issued] -[no. of shares] - Incorporated under the laws of the Cayman Islands Common Share( s) : - [no. of shares] - Share capital is US$250,000 divided into 1,000,000,000 Common Shares US$0.00025 of a par value of Issued to: [name of shareholder]] [XUNLEI LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2014 DEPOSIT AGREEMENT DEPOSIT AGREEMENT dated as of , 2014, among XUNLEI LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New] [Execution Version XUNLEI LIMITED SEVEN TH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT THIS SEVENTH Agreement AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ April 24 , 201 4 by and among : (i) Company Xunlei Limited (formerly known as Giganology Limited), an exempted limited liability company organized under the laws of the Cayman Islands (the “ (ii) BVI Subsidiary Xunlei Network Technologies] [Our ref SSY/660874-000001/7109439v1 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Xunlei Limited 4/F, Hans Innovation Mansion, North Ring Road No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 People’s Republic of China 12 June 2014 Dear Sirs Xunlei Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Xunlei Limited (the “ 1 Documents Reviewed For] [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE FIRM/AFFILIATE OFFICES LOS ANGELES, CALIFORNIA 90071-3144 BOSTON TEL: (213) 687-5000 CHICAGO FAX: (213) 687-5600 HOUSTON www.skadden.com NEW YORK PALO ALTO WILMINGTON BEIJING June 12, 2014 BRUSSELS] [XUNLEI LIMITED 201 4 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the Xunlei Limited 2014 Share Incentive Plan (the “ the Cayman Islands Company (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.] [FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as a director/an executive officer of the Company and in such capacity will render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the] [EMPLOYMENT AGREEMENT Agreement” Effective Date Company Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company as its during the term of Employment and] [CONTENT PROTECTION AGREEMENT This Content Protection Agreement (“Agreement”) is entered into on this 22 nd day of May, 2014 (“Effective Date”), by and between Shenzhen Xunlei Networking Technologies Co., Ltd. , Shenzhen Xunlei Kankan Information Technologies Co., Ltd., and Xunlei Software (Shenzhen) Co., Ltd. (collectively, “Xunlei”), on the one hand, and the Motion Picture Association of America, Inc. (“MPAA”), Sony] [CONSENT LETTER OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Xunlei Limited of our report dated March 21, 2014 relating to the consolidated financial statements of Xunlei Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such] [XUNLEI LIMITED CODE OF BUSINESS CONDUCT AND ETHICS Adopted by the Board of Directors of Xunlei Limited on June 11, 2014 effective upon the effectiveness of the Company’s registration statement on Form F-1 relating to the Company’s initial public offering (“Effective Time”) I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to] [LEGAL OPINION To: XUNLEI LIMITED 4/F, Hans Innovation Mansion No. 9018 North Ring Road, High-Tech Park, Nanshan District Shenzhen 518057 People’s Republic of China June 12, 2014 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Common Shares Offered Securities” Registration Statement SEC We act as the PRC] [June 12, 2014 Xunlei Limited 4/F, Hans Innovation Mansion, North Ring Road No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-99.3 15 a2220429zex-99_3.htm EX-99.3] [June 12, 2014 Xunlei Limited 4/F, Hans Innovation Mansion, North Ring Road No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-99.4 16 a2220429zex-99_4.htm EX-99.4]

By | 2016-03-25T11:17:15+00:00 June 12th, 2014|Categories: Chinese Stocks, Webplus ver, XNET|Tags: , , , , , |0 Comments
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