WUBA [58.com] F-1/A: (Original Filing)

[] [24 March, 2014 58.com Inc. Block E, The North American International Business Center Chaoyang District Beijing 100101 People’s Republic of China DIRECT LINE: E-MAIL OUR REF: YOUR REF: 852 2842 9531 Anna.Chong@conyersdill.com AC/al/#6383536 (M#879245) Dear Sirs, 58.com Inc. (the “Company”) Commission Registration Statement Securities Act Ordinary Shares Resolutions Certificate Date For the purposes of giving this opinion, we have examined] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of 58.com Inc. of our report dated March 24, 2014, relating to the consolidated financial statements of 58.com Inc. which appears in such Registration Statement. We also consent to the references to us under the headings “Experts” in such Registration]

By | 2016-03-15T08:26:05+00:00 March 24th, 2014|Categories: Chinese Stocks, SEC Original, WUBA|Tags: , , , , , |0 Comments
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LEJU [Leju] F-1/A: (Original Filing)

[Amendment No. 2 FORM F-1 REGISTRATION STATEMENT Leju Holdings Limited Cayman Islands 7380 Not Applicable 15/F Floor, Shoudong International Plaza, No. 5 Building, Guangqu Home 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. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F,] [EXECUTION VERSION Strategic Cooperation Agreement Agreement This Strategic Cooperation Agreement (this “ th Effective Date day of March 2014 (the “ Party: Shanghai Yi Yue Information Technology Co., Ltd. 上海翊悦信息科技有限公司 (“Leju”) Address: 11/F, Qiushi Building, 383 Guangyan Road, Zhabei District, Shanghai 200072 Contact Person: Li-Lan Cheng Office Phone No.: +86 (21) 6133 0700 Email: chenglilan@ehousechina.com and Party: Shenzhen Tencent Computer] [EXECUTION VERSION SHARE PURCHASE AND SUBSCRIPTION AGREEMENT Agreement This Share Purchase and Subscription Agreement (this “ 1. Parent E-House (China) Holdings Limited, a company incorporated in the Cayman Islands (the “ 2. Company Leju Holdings Limited, a company incorporated in the Cayman Islands (the “ 3. Purchaser THL O Limited, a company incorporated in the British Virgin Islands (the “] [Execution Copy FIRST AMENDMENT TO THE SHARE PURCHASE AND SUBSCRIPTION AGREEMENT Amendment THIS FIRST AMENDMENT (this “ March 21 , 2014, by and among: (1) E-House (China) Holdings Limited Parent , a company incorporated in the Cayman Islands (the “ (2) Leju Holdings Limited Company , a company incorporated in the Cayman Islands (the “ (3) THL O Limited Purchaser] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We also consent to the reference to us under the headings “Experts” in such prospectus. Shanghai, China March 24, 2014 EX-23.1 5 a2219248zex-23_1.htm EX-23.1] [FANGDA PARTNERS 上海 Shanghai ·北京 Beijing ·深圳 Shenzhen ·香港 Hong Kong http://www.fangdalaw.com 中国上海市南京西路 1266 号 电子邮件 E-mail: email@fangdalaw.com 恒隆广场一期 32 楼 电 话 Tel.: 86-21-2208-1166 邮政编码： 200040 传 真 Fax: 86-21-5298-5577 文 号 Ref.: 13CF542 32/F Plaza 66 Tower 1 1266 Nanjing West Road Shanghai 200040, PRC To: Leju Holdings Limited March 24, 2014]

By | 2016-03-14T19:03:30+00:00 March 24th, 2014|Categories: Chinese Stocks, LEJU, SEC Original|Tags: , , , , , |0 Comments
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LEJU [Leju] F-1/A: Amendment No. 2 FORM F-1 REGISTRATION STATEMENT Leju

[Amendment No. 2 FORM F-1 REGISTRATION STATEMENT Leju Holdings Limited Cayman Islands 7380 Not Applicable 15/F Floor, Shoudong International Plaza, No. 5 Building, Guangqu Home 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. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F,] [EXECUTION VERSION Strategic Cooperation Agreement Agreement This Strategic Cooperation Agreement (this “ th Effective Date day of March 2014 (the “ Party: Shanghai Yi Yue Information Technology Co., Ltd. 上海翊悦信息科技有限公司 (“Leju”) Address: 11/F, Qiushi Building, 383 Guangyan Road, Zhabei District, Shanghai 200072 Contact Person: Li-Lan Cheng Office Phone No.: +86 (21) 6133 0700 Email: chenglilan@ehousechina.com and Party: Shenzhen Tencent Computer] [EXECUTION VERSION SHARE PURCHASE AND SUBSCRIPTION AGREEMENT Agreement This Share Purchase and Subscription Agreement (this “ 1. Parent E-House (China) Holdings Limited, a company incorporated in the Cayman Islands (the “ 2. Company Leju Holdings Limited, a company incorporated in the Cayman Islands (the “ 3. Purchaser THL O Limited, a company incorporated in the British Virgin Islands (the “] [Execution Copy FIRST AMENDMENT TO THE SHARE PURCHASE AND SUBSCRIPTION AGREEMENT Amendment THIS FIRST AMENDMENT (this “ March 21 , 2014, by and among: (1) E-House (China) Holdings Limited Parent , a company incorporated in the Cayman Islands (the “ (2) Leju Holdings Limited Company , a company incorporated in the Cayman Islands (the “ (3) THL O Limited Purchaser] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We also consent to the reference to us under the headings “Experts” in such prospectus. Shanghai, China March 24, 2014 EX-23.1 5 a2219248zex-23_1.htm EX-23.1] [FANGDA PARTNERS 上海 Shanghai ·北京 Beijing ·深圳 Shenzhen ·香港 Hong Kong http://www.fangdalaw.com 中国上海市南京西路 1266 号 电子邮件 E-mail: email@fangdalaw.com 恒隆广场一期 32 楼 电 话 Tel.: 86-21-2208-1166 邮政编码： 200040 传 真 Fax: 86-21-5298-5577 文 号 Ref.: 13CF542 32/F Plaza 66 Tower 1 1266 Nanjing West Road Shanghai 200040, PRC To: Leju Holdings Limited March 24, 2014]

By | 2016-03-14T19:05:04+00:00 March 24th, 2014|Categories: Chinese Stocks, LEJU, Webplus ver|Tags: , , , , , |0 Comments
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KANG [iKang Healthcare] F-1/A: (Original Filing)

[SUBJECT TO COMPLETION, DATED , 2014 PRELIMINARY PROSPECTUS American Depositary Shares iKang Healthcare Group, Inc. Representing Class A Common Shares This is an initial public offering of American depositary shares, or ADSs, of iKang Healthcare Group, Inc. We are offering ADSs and the selling shareholders identified in this prospectus are offering an additional ADSs. Each ADS represents Class A common] [iKang Healthcare Group, Inc. (a Cayman Islands company) — [ — Each Representing [ — (Par Value US$[ FORM OF UNDERWRITING AGREEMENT [ — ], 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 UBS Securities LLC 299 Park Avenue New York, New York 10171 as Representatives of the several Underwriters Ladies and] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IKANG HEALTHCARE GROUP, INC. (adopted by way of special resolution passed on 1 March, 2014) 1. iKang Healthcare Group, Inc. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket] [The Companies Law (Revised) Company Limited by Shares THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF iKang Healthcare Group, Inc. (Adopted by way of a special resolution passed on March 1, 2014 conditionally upon consummation of the IPO) 1. The name of the Company is iKang Healthcare Group, Inc. 2. The Registered Office of the Company shall be at the] [Incorporated in the Cayman Islands iKang Healthcare Group, Inc. This is to certify that is / are the registered shareholders of: No. of Shares Type of Share Par Value Class A Common Shares USD 0.01 Date of Record Certificate Number % Paid The above shares are subject to the Memorandum and Articles of Association of the Company and transferrable in] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions 1 (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1] [SHAREHOLDERS’ AGREEMENT Agreement Company iKang BVI Schedule A Preferred A Holder Schedule B Preferred B Holder Schedule C Preferred C Holder Schedule D-1 Schedule D-2 Preferred D Holder Schedule E Preferred E Holder Preferred F-1 Holder Schedule F Preferred F-2 Holder Preferred F Holders Schedule G Common A Holder Schedule H Common B Holder THIS SHAREHOLDERS’ AGREEMENT (this “ RECITALS] [AMENDMENT NO.1 TO SHAREHOLDERS’ AGREEMENT Amendment Company iKang BVI Schedules A, B, C, D-1, D-2 , E, F, G and H Existing Holders THIS AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENT (this “ RECITALS A. Shareholders’ Agreement The Company, iKang BVI, the Company Group Holdcos, the Founders and the Existing Holders entered into a Shareholders’ Agreement dated as of March 1,] [Dated the day of March 1, 2014 THE PERSONS NAMED IN SCHEDULE 1 (as the “Transferors”) and IKANG HEALTHCARE GROUP, INC. (as the “Company”) and IKANG GUOBIN HEALTHCARE GROUP, INC. SHARE SWAP AGREEMENT 1 THIS AGREEMENT is made the day of March 1, 2014 BETWEEN: (1) Transferor Transferors The persons whose names and addresses are set out in the first] [Option Award Arrangement Agreement This Option Award Arrangement Agreement (the “Agreement”), dated as of December 30, 2013, is entered into in Shanghai between: Qian Hui, PRC ID No. 340102196811301522; iKang Guobin Healthcare Group, Inc., a limited company incorporated under the laws of the British Virgin Islands whose registered address is Palm Grove House, P.O. Box 3186, Wickhams Cay I, Road] [19 March 2014 iKang Healthcare Group, Inc. B-6F, Shimao Tower 92A Jianguo Road Chaoyang District, Beijing 100022 People’s Republic of China OUR REF: AC/al/#5983081(M#894889) Dear Sirs, iKang Healthcare Group, Inc. (the “Company”) Commission Registration Statement Securities Act Common Shares For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the] [19 March 2014 Matter No.:894889 Doc Ref: AC/al/#5983285 iKang Healthcare Group, Inc. B-6F, Shimao Tower 92A Jianguo Road Chaoyang District, Beijing 100022 People’s Republic of China Dear Sirs, iKang Healthcare Group, Inc. he “Company”) Commission Registration Statement Securities Act Common Shares For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i)] [March 21, 2014 iKang Healthcare Group, Inc. B-6F, Shimao Tower 92A Jianguo Road Chaoyang District, Beijing 100022 People’s Republic of China We have examined such matters of fact and law as we have deemed necessary or advisable for the purpose of our opinion. We hereby confirm that our opinion as to the material U.S. federal income tax consequences to “U.S.] [IKANG HEALTHCARE GROUP, INC. SHARE INCENTIVE PLAN (effective as of February 26, 2013 and as subsequently amended) Section 1 The purpose of the iKang Healthcare Group, Inc. Share Incentive Plan is to enhance the ability of iKang Healthcare Group, Inc. to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and] [IKANG HEALTHCARE GROUP, INC. SHARE INCENTIVE PLAN (effective as of April 28, 2013 and as subsequently amended) Section 1 The purpose of the iKang Healthcare Group, Inc. Share Incentive Plan is to enhance the ability of iKang Healthcare Group, Inc. to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and] [IKANG HEALTHCARE GROUP, INC. 2014 SHARE INCENTIVE PLAN Section 1 The purpose of the iKang Healthcare Group, Inc. Share Incentive Plan is to enhance the ability of iKang Healthcare Group, Inc. to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of the Company. Section 2 Definitions As used] [FORM OF INDEMNIFICATION AGREEMENT IKANG HEALTHCARE GROUP, INC. Agreement Company Indemnitee This Indemnification Agreement (this “ W I T N E S S E T H: WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or executive officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and] [EMPLOYMENT AGREEMENT Agreement This Employment Agreement (the “ WHEREAS, the Company and Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below; NOW, THEREFORE, the parties hereby agree as follows: ARTICLE 1 MPLOYMENT UTIES ND ESPONSIBILITIES E . Employment. Section 1.01 . Duties and] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated December 4, 2013 relating to the consolidated financial statements of iKang Guobin Healthcare Group, Inc., its subsidiaries, its variable interest entities (“VIEs”), and its VIEs’ subsidiaries as of and for the years ended March 31, 2011, 2012] [IKANG HEALTHCARE GROUP, INC. Code of Business Conduct and Ethics Adopted March 21, 2014 Introduction Code This Code of Business Conduct and Ethics (the “ We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities, including, but not limited to,] [Form of PRC Legal Opinion [ — ] To: iKang Guobin Healthcare Group, Inc. (the “Company”) B-6F, Shimao Tower 92A Jianguo Road, Chaoyang District Beijing 100022, People’s Republic of China Re: Legal Opinion PRC We are qualified lawyers of the People’s Republic of China (the “ Offering ADSs Registration Statement Commission We have acted as PRC counsel for the Company]

By | 2016-03-22T18:00:04+00:00 March 21st, 2014|Categories: Chinese Stocks, KANG, SEC Original|Tags: , , , , , |0 Comments
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KANG [iKang Healthcare] F-1/A: SUBJECT TO COMPLETION, DATED , 2014 PRELIMINARY PROSPECTUS

[SUBJECT TO COMPLETION, DATED , 2014 PRELIMINARY PROSPECTUS American Depositary Shares iKang Healthcare Group, Inc. Representing Class A Common Shares This is an initial public offering of American depositary shares, or ADSs, of iKang Healthcare Group, Inc. We are offering ADSs and the selling shareholders identified in this prospectus are offering an additional ADSs. Each ADS represents Class A common] [iKang Healthcare Group, Inc. (a Cayman Islands company) — [ — Each Representing [ — (Par Value US$[ FORM OF UNDERWRITING AGREEMENT [ — ], 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 UBS Securities LLC 299 Park Avenue New York, New York 10171 as Representatives of the several Underwriters Ladies and] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IKANG HEALTHCARE GROUP, INC. (adopted by way of special resolution passed on 1 March, 2014) 1. iKang Healthcare Group, Inc. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket] [The Companies Law (Revised) Company Limited by Shares THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF iKang Healthcare Group, Inc. (Adopted by way of a special resolution passed on March 1, 2014 conditionally upon consummation of the IPO) 1. The name of the Company is iKang Healthcare Group, Inc. 2. The Registered Office of the Company shall be at the] [Incorporated in the Cayman Islands iKang Healthcare Group, Inc. This is to certify that is / are the registered shareholders of: No. of Shares Type of Share Par Value Class A Common Shares USD 0.01 Date of Record Certificate Number % Paid The above shares are subject to the Memorandum and Articles of Association of the Company and transferrable in] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions 1 (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1] [SHAREHOLDERS’ AGREEMENT Agreement Company iKang BVI Schedule A Preferred A Holder Schedule B Preferred B Holder Schedule C Preferred C Holder Schedule D-1 Schedule D-2 Preferred D Holder Schedule E Preferred E Holder Preferred F-1 Holder Schedule F Preferred F-2 Holder Preferred F Holders Schedule G Common A Holder Schedule H Common B Holder THIS SHAREHOLDERS’ AGREEMENT (this “ RECITALS] [AMENDMENT NO.1 TO SHAREHOLDERS’ AGREEMENT Amendment Company iKang BVI Schedules A, B, C, D-1, D-2 , E, F, G and H Existing Holders THIS AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENT (this “ RECITALS A. Shareholders’ Agreement The Company, iKang BVI, the Company Group Holdcos, the Founders and the Existing Holders entered into a Shareholders’ Agreement dated as of March 1,] [Dated the day of March 1, 2014 THE PERSONS NAMED IN SCHEDULE 1 (as the “Transferors”) and IKANG HEALTHCARE GROUP, INC. (as the “Company”) and IKANG GUOBIN HEALTHCARE GROUP, INC. SHARE SWAP AGREEMENT 1 THIS AGREEMENT is made the day of March 1, 2014 BETWEEN: (1) Transferor Transferors The persons whose names and addresses are set out in the first] [Option Award Arrangement Agreement This Option Award Arrangement Agreement (the “Agreement”), dated as of December 30, 2013, is entered into in Shanghai between: Qian Hui, PRC ID No. 340102196811301522; iKang Guobin Healthcare Group, Inc., a limited company incorporated under the laws of the British Virgin Islands whose registered address is Palm Grove House, P.O. Box 3186, Wickhams Cay I, Road] [19 March 2014 iKang Healthcare Group, Inc. B-6F, Shimao Tower 92A Jianguo Road Chaoyang District, Beijing 100022 People’s Republic of China OUR REF: AC/al/#5983081(M#894889) Dear Sirs, iKang Healthcare Group, Inc. (the “Company”) Commission Registration Statement Securities Act Common Shares For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the] [19 March 2014 Matter No.:894889 Doc Ref: AC/al/#5983285 iKang Healthcare Group, Inc. B-6F, Shimao Tower 92A Jianguo Road Chaoyang District, Beijing 100022 People’s Republic of China Dear Sirs, iKang Healthcare Group, Inc. he “Company”) Commission Registration Statement Securities Act Common Shares For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i)] [March 21, 2014 iKang Healthcare Group, Inc. B-6F, Shimao Tower 92A Jianguo Road Chaoyang District, Beijing 100022 People’s Republic of China We have examined such matters of fact and law as we have deemed necessary or advisable for the purpose of our opinion. We hereby confirm that our opinion as to the material U.S. federal income tax consequences to “U.S.] [IKANG HEALTHCARE GROUP, INC. SHARE INCENTIVE PLAN (effective as of February 26, 2013 and as subsequently amended) Section 1 The purpose of the iKang Healthcare Group, Inc. Share Incentive Plan is to enhance the ability of iKang Healthcare Group, Inc. to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and] [IKANG HEALTHCARE GROUP, INC. SHARE INCENTIVE PLAN (effective as of April 28, 2013 and as subsequently amended) Section 1 The purpose of the iKang Healthcare Group, Inc. Share Incentive Plan is to enhance the ability of iKang Healthcare Group, Inc. to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and] [IKANG HEALTHCARE GROUP, INC. 2014 SHARE INCENTIVE PLAN Section 1 The purpose of the iKang Healthcare Group, Inc. Share Incentive Plan is to enhance the ability of iKang Healthcare Group, Inc. to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of the Company. Section 2 Definitions As used] [FORM OF INDEMNIFICATION AGREEMENT IKANG HEALTHCARE GROUP, INC. Agreement Company Indemnitee This Indemnification Agreement (this “ W I T N E S S E T H: WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or executive officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and] [EMPLOYMENT AGREEMENT Agreement This Employment Agreement (the “ WHEREAS, the Company and Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below; NOW, THEREFORE, the parties hereby agree as follows: ARTICLE 1 MPLOYMENT UTIES ND ESPONSIBILITIES E . Employment. Section 1.01 . Duties and] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated December 4, 2013 relating to the consolidated financial statements of iKang Guobin Healthcare Group, Inc., its subsidiaries, its variable interest entities (“VIEs”), and its VIEs’ subsidiaries as of and for the years ended March 31, 2011, 2012] [IKANG HEALTHCARE GROUP, INC. Code of Business Conduct and Ethics Adopted March 21, 2014 Introduction Code This Code of Business Conduct and Ethics (the “ We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities, including, but not limited to,] [Form of PRC Legal Opinion [ — ] To: iKang Guobin Healthcare Group, Inc. (the “Company”) B-6F, Shimao Tower 92A Jianguo Road, Chaoyang District Beijing 100022, People’s Republic of China Re: Legal Opinion PRC We are qualified lawyers of the People’s Republic of China (the “ Offering ADSs Registration Statement Commission We have acted as PRC counsel for the Company]

By | 2016-03-22T18:01:26+00:00 March 21st, 2014|Categories: Chinese Stocks, KANG, Webplus ver|Tags: , , , , , |0 Comments
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JD [JD.com] F-1/A: (Original Filing)

[AMENDMENT NO. 1 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JD.com, Inc. Not Applicable Cayman Islands (State or other jurisdiction of 5990 (Primary Standard Industrial Not Applicable (I.R.S. Employer 10th Floor, Building A, North Star Century Center Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service)] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JD.COM, INC. (Adopted by special resolution passed on March 6, 2014 and effective on March 10, 2014) 1. JD.com, Inc The name of the Company is 2. The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF JD.COM, INC. (To become effective immediately prior to the completion of the Company’s initial public offering of its Class A Ordinary Shares represented by American Depository Shares) THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED] [EXECUTION VERSION DATED THE 10 th DAY OF MARCH 2014 JD.COM, INC. and MAX SMART LIMITED and BEIJING JINGDONG CENTURY TRADING CO. , LTD. ( 北京京 东世纪贸易有限公司 ) and BEIJING JINGDONG 360 DEGREE E-COMMERCE CO., LTD. ( 北京京 东叁佰陆拾度电子商务有限公司 ) and JIANGSU YUANZHOU E-COMMERCE CO., LTD. ( 江苏圆周电子商务有限公司 ) and SHANGHAI SHENGDAYUAN INFORMATION TECHNOLOGY CO., LTD. ( 上海晟达元信息技术有限公司 ) and] [Our ref RDS/688087-000001/6906177v1 Direct tel +852 2971 3046 Email richard .spooner@maplesandcalder.com JD.com, Inc. 10th Floor, Building A, North Star Century Center No. 8 Beichen West Street, Chaoyang District Beijing 100101 People’s Republic of China 19 March 2014 Dear Sirs JD.com, Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to JD.com, Inc. (the “ 1] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] March 19, 2014 JD.com, Inc. 10th Floor, Building A, North Star Century Center Re: American Depositary Shares of JD.com, Inc. (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and] [JD.COM, INC. 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the 2013 Share Incentive Plan (the “ a company incorporated under the laws of the Cayman Islands Company (the “ (360buy Jingdong Inc. ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context] [INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT Agreement Company Indemnitee (this “ RECITALS A. The Company and the Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors and officers, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. B. The Company and the Indemnitee further recognize the substantial increase in] [Execution Version DATED NOVEMBER 1, 2012 360BUY JINGDONG INC. and MAX SMART LIMITED and BEIJING JINGDONG CENTURY TRADING CO. LTD. ( 北京京 东世纪贸易有限公司 ) and BEIJING JINGDONG 360 DEGREE E-COMMERCE CO., LTD. ( 北京京 东叁佰陆拾度电子商务有限公司 ) and JIANGSU YUANZHOU E-COMMERCE CO., LTD. ( 江 苏圆周电子商务有限公司 ) and SHANGHAI YUANMAI TRADING CO., LTD. ( 上海 圆迈贸易有限公司 ) and GUANGZHOU JINGDONG TRADING] [EXECUTION VERSION DATED January 23, 2013 360BUY JINGDONG INC. and and ( 北京京东世纪贸易有限公司 ) and ( 北京京东叁佰陆拾度电子商务有限公司 ) and JIANGSU YUANZHOU E-COMMERCE CO., LTD. ( 江苏圆周电子商务有限公司 ) and ( 上海圆迈贸易有限公司 ) ( 广州晶东贸易有限公司 ) and ( 江苏京东信息技术有限公司 ) CHENGDU JINGDONG CENTURY TRADING CO., LTD. ( 成都京东世纪贸易有限公司 ) and BEIJING JINGDONG CENTURY INFORMATION TECHNOLOGY CO., LTD 北京京东世纪信息技术有限公司 ) and JIANGSU YUANMAI] [EXECUTION VERSION DATED FEBRUARY 6, 2013 360BUY JINGDONG INC. and and ( 北京京东世纪贸易有限公司 ) and ( 北京京东叁佰陆拾度电子商务有限公司 ) and JIANGSU YUANZHOU E-COMMERCE CO., LTD. ( 江苏圆周电子商务有限公司 ) and ( 上海圆迈贸易有限公司 ) ( 广州晶东贸易有限公司 ) and ( 江苏京东信息技术有限公司 ) CHENGDU JINGDONG CENTURY TRADING CO., LTD. ( 成都京东世纪贸易有限公司 ) and BEIJING JINGDONG CENTURY INFORMATION TECHNOLOGY CO., LTD 北京京东世纪信息技术有限公司 ) and JIANGSU YUANMAI] [EXECUTION VERSION SHARE SUBSCRIPTION AGREEMENT DATED March 10, 2014 BY AND BETWEEN TENCENT HOLDINGS LIMITED HUANG RIVER INVESTMENT LIMITED AND JD.COM, INC. TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Additional Defined Terms 7 ARTICLE II. CERTAIN TRANSACTIONS 9] [EXECUTION VERSION SHARE SUBSCRIPTION AGREEMENT dated as of March 10, 2014 by and between JD.COM, INC. and TENCENT HOLDINGS LIMITED and HUANG RIVER INVESTMENT LIMITED TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS . Section 1.01 Definitions 1 . Section 1.02 Other Definitional And Interpretive Provisions 6 ARTICLE 2 SALE AND PURCHASE OF THE SUBSCRIPTION SHARES AND ADDITIONAL SUBSCRIPTION SHARES .] [Strategic Cooperation Agreement Between Tencent Holdings Limited and JD.com, Inc. Dated as of March 10, 2014 CONTENT 1. Definitions 4 2. Territory of Business Cooperation 5 3. Content of Business Cooperation 5 4. 7 5. Support from JD for Tencent 8] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of JD.com, Inc. of our report dated March 19, 2014 relating to the consolidated financial statements of JD.com, Inc. , which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of JD.com, Inc. of our report dated March 19, 2014 relating to the combined financial statements of two e-Commerce platforms, www.paipai.com website and www.wanggou.com website of Tencent Holdings Limited , which appears in such Registration Statement. We also consent to] [March 19, 2014 JD.com, Inc. 10th Floor, Building A, North Star Century Center Ladies and Gentlemen: Sincerely yours, EX-23.6 17 a2218967zex-23_6.htm EX-23.6]

By | 2016-04-01T22:02:31+00:00 March 19th, 2014|Categories: Chinese Stocks, JD, SEC Original|Tags: , , , , , |0 Comments
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TEDU [Tarena International] F-1/A: PROSPECTUS (SUBJECT TO COMPLETION) DATED MARCH 19, 2014

[PROSPECTUS (SUBJECT TO COMPLETION) DATED MARCH 19, 2014 15,300,000 American Depositary Shares Tarena International, Inc. Representing 15,300,000 Class A Ordinary Shares Tarena International, Inc. is offering 11,500,000 American depositary shares, or ADSs, and the selling shareholders are offering 3,800,000 ADSs. Each ADS represents one Class A ordinary share, par value $0.001 per share. We will not receive any proceeds from] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TARENA INTERNATIONAL, INC. (adopted by a Special Resolution passed on March 3, 2014 and effective conditional and immediately upon the effectiveness of the Registration Statement on Form F-1 relating to the initial public offering of the Company’s American Depository] [TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 ADS Record Date “ 1 Section 1.2 Affiliate “ 2 Section 1.3 American Depositary Receipt(s) ADR(s) Receipt(s) “ 2 Section 1.4 American Depositary Share(s) ADS(s) “ 2 Section 1.5 Applicant “ 2 Section 1.6 Articles of Association “ 2 Section 1.7 Beneficial Owner “ 3 Section 1.8 Certificated ADS(s) “ 3] [5 March, 2014 Matter No.:878816 Doc Ref: JS/cy/4686307 (852) 2842 9552 Christopher.Bickley@conyersdill.com Tarena International, Inc. Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098 People’s Republic of China Dear Sirs, Re: Tarena International, Inc. (the “Company”) IPO ADSs Shares Sale Shares Registration Statement Securities Act Commission We have acted as special Cayman legal] [5 March, 2014 Matter No.:878816 Doc Ref: JS/cy/4686163 (852) 2842 9552 Junko.Shiokawa@conyersdill.com Tarena International, Inc. Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098 People’s Republic of China Dear Sirs, Re: Tarena International, Inc. (the “Company”) IPO Shares Prospectus Registration Statement Securities Act Commission We have acted as special Cayman Islands legal counsel] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com March 19, 2014 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 Tarena International, Inc. Suite 10017, Building E,] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ Company (1) Tarena International, Inc., a company incorporated in the Cayman Islands (the “ Purchaser Party Parties (2) New Oriental Education & Technology Group Inc., a company incorporated in the Cayman Islands (the “ W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary Shares WHEREAS,] [REGISTRATION RIGHTS AGREEMENT Agreement Company Investor Party Parties RECITALS Subscription Agreement The Company and the Investor have entered into a Subscription Agreement dated as of March 19, 2014 (the “ B. In connection with the Subscription Agreement and in order to induce the Investor to consummate the transactions contemplated under the Subscription Agreement, the Company and the Investor have agreed] [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 March 19, 2014 EX-23.1 9 d627523dex231.htm EX-23.1] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T March 19, 2014 To: Tarena International, Inc. Suite 10017, Building E Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098 People’s Republic of China Dear Sirs or Madams: PRC China We are]

By | 2016-03-16T13:23:35+00:00 March 19th, 2014|Categories: Chinese Stocks, TEDU, Webplus ver|Tags: , , , , , |0 Comments
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LEJU [Leju] F-1/A: Amendment No. 1 FORM F-1 REGISTRATION STATEMENT Leju

[Amendment No. 1 FORM F-1 REGISTRATION STATEMENT Leju Holdings Limited Cayman Islands 7380 Not Applicable 15/F Floor, Shoudong International Plaza, No. 5 Building, Guangqu Home 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. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F,]

By | 2016-03-14T19:14:31+00:00 March 14th, 2014|Categories: Chinese Stocks, LEJU, Webplus ver|Tags: , , , , , |0 Comments
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LEJU [Leju] F-1/A: (Original Filing)

[Amendment No. 1 FORM F-1 REGISTRATION STATEMENT Leju Holdings Limited Cayman Islands 7380 Not Applicable 15/F Floor, Shoudong International Plaza, No. 5 Building, Guangqu Home 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. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F,]

By | 2016-03-14T19:13:40+00:00 March 14th, 2014|Categories: Chinese Stocks, LEJU, SEC Original|Tags: , , , , , |0 Comments
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ATHM [Autohome] F-1/A: (Original Filing)

[PROSPECTUS (Subject to Completion) Issued December 9, 2013 7,820,000 American Depositary Shares Autohome Inc. Representing 7,820,000 Class A Ordinary Shares Autohome Inc. is offering 7,820,000 American Depositary Shares, or ADSs. Each ADS represents one Class A ordinary share, par value US$0.01 per share. This is our initial public offering and no public market currently exists for our ADSs or our] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated June 7, 2013, in Amendment No. 5 to the Registration Statement (Form F-1 No. 333-192085) and related Prospectus of Autohome Inc. dated December 9, 2013. Beijing, People’s Republic of China December 9, 2013]

By | 2016-03-29T08:18:30+00:00 December 9th, 2013|Categories: ATHM, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
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