EDS [Exceed Co] F-1: FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

[FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EXCEED COMPANY LTD. British Virgin Islands 3949 98-0637415 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) Xidelong Industrial Zone Jinjiang, Fuijan Province, PRC Tel: 86 595 82858888 (Address, including zip code, and telephone number, including Tai Yau Ting Xidelong Industrial] [Subsidiaries of Exceed Company Ltd. Name Jurisdiction of Incorporation Windrace International Company Limited Cayman Islands Windrace Investment Holding Limited British Virgin Islands Hei Dai Lung Group Company Limited Hong Kong Xidelong (China) Co. Ltd. People’s Republic of China Fujian Xidelong Sports Goods Co., Ltd. People’s Republic of China EX-21 21 v167209_ex21.htm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM xxx-xxxxx We consent to the use in this Registration Statement No. Sherman Oaks, California November 20, 2009 EX-23.1 22 v167209_ex23-1.htm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM xxx-xxxxx We consent to the use in this Registration Statement No. Sherman Oaks, California November 20, 2009 EX-23.2 23 v167209_ex23-2.htm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM xxx-xxxxx We consent to the use in this Registration Statement No. We also consent to the reference to us under the heading “Experts” in the prospectus. Sherman Oaks, California November 20, 2009 EX-23.3 24 v167209_ex23-3.htm]

By | 2016-03-21T05:22:44+00:00 November 23rd, 2009|Categories: Chinese Stocks, EDS, Webplus ver|Tags: , , , , , |0 Comments
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CCM [Concord Medical Services] F-1: (Original Filing)

[] [SECOND AMENDED AND RESTATED OF CONCORD MEDICAL SERVICES Incorporated on the 27th day of November, 2007 Amended and restated on the 31st day of March, 2008 Further amended and restated on the 20th day of October, 2008 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2007 Revision) SECOND AMENDED AND RESTATED MEMORANDUM OF OF CONCORD MEDICAL SERVICES 1. The name] [CONCORD MEDICAL SERVICES HOLDINGS LIMITED Company SECRETARY’S CERTIFICATE ORDINARY RESOLUTIONS: THAT THAT SPECIAL RESOLUTIONS: THAT THAT [ Shi Bo Tao Company Secretary 2 EX-3.2 3 h03611exv3w2.htm EX-3.2] [CONCORD MEDICAL SERVICES HOLDINGS LIMITED Certificate (the “Company”) Ordinary Shares Number [ [ INCORPORATED IN THE CAYMAN ISLANDS UNDER THE COMPANIES LAW ) THE AUTHORISED CAPITAL OF THE COMPANY IS US$[ [shareholder] address [number of ordinary shares] US$0.0001 THIS CERTIFIES THAT EXECUTED on behalf of the Company this Director/Secretary EX-4.2 4 h03611exv4w2.htm EX-4.2] [EXECUTION COPY SHARE SUBSCRIPTION AGREEMENT dated as of February 5, 2008 among CICC SUN COMPANY LIMITED, CARLYLE ASIA GROWTH PARTNERS III, L.P., CAGP III CO-INVESTMENT, L.P., LIU HAIFENG, STEVE SUN, YANG JIANYU, BONA LIU, OUR MEDICAL SERVICES, LTD., ASCENDIUM GROUP LIMITED, SHENZHEN AOHUA MEDICAL SERVICES CO., LTD. ( and CONCORD MEDICAL SERVICES HOLDINGS LIMITED TABLE OF CONTENTS Page ARTICLE 1] [EXECUTION COPY AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT Amendment Amendment Date CICC CAGP CAGP Co-Invest Carlyle Company AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT (this “ W I T N E S S E T H : Agreement WHEREAS, the parties hereto entered into a Share Subscription Agreement dated as of February 5, 2008 (the “ WHEREAS, the parties hereto desire to amend] [EXECUTION COPY AMENDMENT NO. 2 TO SHARE SUBSCRIPTION AGREEMENT Amendment No. 2 Amendment Date CICC CAGP CAGP Co-Invest Carlyle Company AMENDMENT NO. 2 TO SHARE SUBSCRIPTION AGREEMENT (this “ W I T N E S S E T H: Original Agreement Amendment No. 1 Series B Share Subscription Agreement Series B Shares Existing Agreement NOW, THEREFORE, the parties hereto agree] [EXECUTION COPY SHARE SUBSCRIPTION AGREEMENT dated as of among CICC SUN COMPANY LIMITED, CARLYLE ASIA GROWTH PARTNERS III, L.P., CAGP III CO-INVESTMENT, L.P., STARR INVESTMENTS CAYMAN II, INC., CONCORD MEDICAL SERVICES HOLDINGS LIMITED and OTHER PERSONS NAMED HEREIN TABLE OF CONTENTS Page ARTICLE 1 Definitions . Definitions Section 1.01 1 . Other Definitional and Interpretative Provisions Section 1.02 12 ARTICLE] [EXECUTION COPY AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT Amendment Amendment Date CICC CAGP CAGP Co-Invest Carlyle Starr Investors Company AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT (this “ W I T N E S S E T H : Agreement Series B Shares WHEREAS, the parties hereto entered into a Share Subscription Agreement dated as of October 10, 2008 (the “ WHEREAS, the] [EXECUTION COPY AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT dated as of October 20, 2008 among CONCORD MEDICAL SERVICES HOLDINGS LIMITED, CARLYLE ASIA GROWTH PARTNERS III, L.P., CAGP III CO-INVESTMENT, L.P., CICC SUN COMPANY LIMITED, PERFECT KEY HOLDINGS LIMITED, STARR INVESTMENTS CAYMAN II, INC. and CERTAIN OTHER PERSONS NAMED HEREIN TABLE OF CONTENTS Page ARTICLE 1 Definitions . Definitions Section 1.01 2] [th Dated this 10 BY : CZY Investments Limited IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) CZY Investments Limited, a company incorporated under the laws] [th Dated this 10 BY : Daketala International Investment Holdings Ltd. IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) Daketala International Investment Holdings Ltd., a company] [th Dated this 10 Dragon Image Investment Ltd. IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) Dragon Image Investment Ltd., a company incorporated under the laws] [th Dated this 10 BY : Notable Enterprise Limited IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) Notable Enterprise Limited, a company incorporated under the laws] [th Dated this 10 BY : Thousand Ocean Group Limited IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) Thousand Ocean Group Limited, a company incorporated under] [th Dated this 10 BY : Top Mount Group Limited IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) Top Mount Group Limited, a company incorporated under] [THIS DEED OF AMENDMENT (1) CICC Sun Company Limited, a company incorporated under the laws of the British Virgin Islands (“CICC”); (2) Carlyle Asia Growth Partners III, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP”); (3) CAGP III Co-Investment, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP Co-Invest”, together with] [THIS DEED OF PARTIAL RELEASE (1) CICC Sun Company Limited, a company incorporated under the laws of the British Virgin Islands (“CICC”); (2) Carlyle Asia Growth Partners III, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP”); (3) CAGP III Co-Investment, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP Co-Invest”, together] [[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP] November 17, 2009 Concord Medical Services Holdings Limited Ladies and Gentlemen: We have examined the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and such certificates or comparable] [CONCORD MEDICAL SERVICES HOLDINGS LIMITED 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through] [Form of Medical Equipment Parties to the Agreement: Lessee: Hospital (hereinafter referred to as “Party A”) Legal Representative: Address: Lessor: (hereinafter referred to as “Party B”) Legal Representative: Address: Whereas: 1. For purposes of maintaining the leading position in respect of medical technology and academic development, the Lessee plans to establish [ ] Centre (hereinafter referred to as the “Centre”)/plans] [Form of Equipment Management Services Agreement (Project [ ]) Party A: Party B: [ ] Hospital 1 Parties to the Agreement: Party A: Company Legal Representative: Address: Party B: Hospital Legal Representative: Address: Article 1 Precondition and Objective of this Agreement 1.1 1.2 Unless otherwise specified, all relevant terms and explanations shall have the same meanings of such terms and] [Form of Service-only Date of Execution: [day] [ month] [year] Place of Execution: [ ] 1 Party A: Hospital Address: Postal Code: Telephone: Facsimile: Party B: Address: Postal Code: Telephone: Facsimile: Whereas: 1. Party A intends to develop the [ ] Center (hereinafter referred to as the “Center”) in its hospital into a top-tier treatment and research center which can] [Summary of the Oral Agreements between China Medstar Pte. Ltd. On May 30, 2005 and December 31, 2006, Beijing Medstar Hi-Tech Investment Co., Ltd. agreed to provide to China Medstar Limited, the predecessor entity of China Medstar Pte. Ltd., loans in the aggregate amount of 38,634 Singapore Dollars. The loans were agreed to be used by China Medstar Limited for] [Summary of the Oral Agreements between EX-10.7 25 h03611exv10w7.htm EX-10.7] [Summary of the Oral Agreements between From November 30, 2006 to September 30, 2009, Yaw Kong Yap agreed to provide to China Medstar Limited, the predecessor entity of China Medstar Pte. Ltd., loans in the aggregate amount of 30,255.3 Singapore Dollars. The loans were agreed to be used by China Medstar Limited to pay for certain of its administrative expenses.] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Medical Equipment Lease Agreement Parties: Lessee: Chang’an Hospital Company Limited (“Party A”) Address: No.17, Wenjing Road, Xi’an Lessor: Medstar (Shanghai) Leasing Co., Ltd. (“Party B”) Address: Suite 803, 620 Zhangyang Road, Pudong New District, Shanghai Whereas: 1. For purposes of maintaining its leading position in medical technology and academic development, the] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Service-Only Management Agreement Signed on: August 1, 2008 Contract No.: CMS2008001 CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Entrusting Parties: Xi’an Wanjiechangxin Medical Services Company Limited Chang’an Hospital (i.e., Chang’an Hospital Company Limited) Entrusted Party: CMS Hospital Management Co., Ltd. WHEREAS: 1. The Entrusted Party has the largest tumor] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Agreement Concerning the Establishment 1 CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Section I General Provision In accordance with applicable PRC laws and regulations, The Chinese People’s Liberation Army Navy General Hospital and Beijing Our Medical Equipment Development Co., Ltd., based on the principle of equality and mutual benefit,] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Supplemental Agreement Contract Number: Section I General Provisions In accordance with applicable PRC laws and regulations, through friendly negotiations and on the basis of the principle of equality and mutual benefit, Chinese People’s Liberation Army Navy General Hospital and Shenzhen Aohua Medical Services Co., Ltd. entered into a cooperation contract on] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Supplemental Agreement Concerning the Development Contract No.: 2003-S-008 Section I General Provisions In accordance with applicable PRC laws and regulations, through friendly negotiations and on the basis of the principle of equality and mutual benefit, Chinese People’s Liberation Army Navy General Hospital and Shenzhen Aohua Medical Services Co., Ltd. entered into] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Medical Equipment Lease Agreement Parties to the Contract: Lessor: Party A Shanghai Medstar Medical Investment Management Company Limited (hereinafter referred to as “ Legal Representative: ZHANG, Jing Address: Flat D and Flat E, 15/F, No. 500, Zhangyang Road, Pudong New Area, Shanghai Lessee: Party B The Chinese People’s Liberation Army Navy] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Supplemental Agreement ( June 2009 1 CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Parties to the Contract: Party A: Chinese People’s Liberation Army Navy General Hospital (hereinafter referred to as “Party A”) Party B: Shenzhen Aohua Medical Services Company Limited (hereinafter referred to as “Party B”) Section I General] [Supplemental Agreement to the Service-only Management Agreement Entrusting Party: Xi’an Wanjiechangxin Medical Services Company Limited Chang’an Hospital Co., Ltd. Entrusted Party: CMS Hospital Management Co., Ltd. Whereas: st The Entrusting Party and the Entrusted Party have entered into the Service-only Management Agreement (the “Original Contract”) in connection with Chang’an Hospital as of August 1 Article 1 1. All tumor-related divisions] [Agreement Regarding the Transfer of Equity in Party A Beijing Our Medical Equipment Development Company Address: No. 3 Qianmen East Avenue, Beijing (Room 408, Office Building, Capital Hotel) Party B Shenzhen Aohua Medical Services Co., Ltd. Address: Room 2208, Dianzi Keji Building, Shennanzhonglu Road, Shenzhen Party C Chinese People’s Liberation Army Navy General Hospital Address: No. 6 Fucheng Road, Beijing] [Supplemental Agreement to Party A: Chinese People’s Liberation Army Navy General Hospital Address: No. 6 Fucheng Road, Beijing Postal code: 100037 Telephone: 010-68587733 Facsimile: 010-68581507 Legal Representative: Duan Yunyou President Party B: Shenzhen Aohua Medical Services Co., Ltd. Address: 17/F, Guomao Plaza, Renmin South Road, Shenzhen Postal code: 518014 Telephone: 0755-82211708 Facsimile: 0755-82213690 Legal Representative: Song Jun President Whereas, based] [Supplemental Agreement to Party A: Party B: Whereas, Party A and Party B entered into a cooperation contract on March 18, 2003 in respect of the third phase of the Aohai Radiotherapy Treatment and Diagnosis Research Centre, whereby it was contemplated that the Parties will cooperate to make investment in the whole set of equipment for conformal radiotherapy and intensity] [• Ascendium Group Limited (incorporated in the British Virgin Islands) • China Medical Services Holdings Limited (incorporated in Hong Kong) • Cyber Medical Network Limited (incorporated in Hong Kong) • CMS Hospital Management Co., Ltd. (incorporated in the PRC) • Beijing Xing Heng Feng Medical Technology Co., Ltd. (incorporated in the PRC) • Our Medical Services, Ltd. (incorporated in the] [Consent of Independent Registered Public Accounting Firm We consent to the references to our firm under the caption “Experts” and to the use of our report dated October 16, 2009 (except Note 26, as to which the date is November 17, 2009) in the Registration Statement (Form F-1) and the related Prospectus of Concord Medical Services Holdings Limited for the] [November 17, 2009 Company Concord Medical Services Holdings Limited (the “ Ladies and Gentlemen: Sincerely yours, EX-23.4 40 h03611exv23w4.htm EX-23.4] [[Frost & Sullivan Letterhead] October 16, 2009 PRIVATE & CONFIDENTIAL To: Concord Medical Services Holdings Limited 18/F, Tower A, Global Trade Center 36 North Third Ring Road East Dongcheng District Beijing, People’s Republic of China, 100013. Re: Concord Medical Services Holdings Limited Consent to References to Frost & Sullivan Report Madam/Sirs: In connection with the proposed initial public offering of]

By | 2016-03-13T13:08:45+00:00 November 17th, 2009|Categories: CCM, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
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CCM [Concord Medical Services] F-1:

[] [SECOND AMENDED AND RESTATED OF CONCORD MEDICAL SERVICES Incorporated on the 27th day of November, 2007 Amended and restated on the 31st day of March, 2008 Further amended and restated on the 20th day of October, 2008 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2007 Revision) SECOND AMENDED AND RESTATED MEMORANDUM OF OF CONCORD MEDICAL SERVICES 1. The name] [CONCORD MEDICAL SERVICES HOLDINGS LIMITED Company SECRETARY’S CERTIFICATE ORDINARY RESOLUTIONS: THAT THAT SPECIAL RESOLUTIONS: THAT THAT [ Shi Bo Tao Company Secretary 2 EX-3.2 3 h03611exv3w2.htm EX-3.2] [CONCORD MEDICAL SERVICES HOLDINGS LIMITED Certificate (the “Company”) Ordinary Shares Number [ [ INCORPORATED IN THE CAYMAN ISLANDS UNDER THE COMPANIES LAW ) THE AUTHORISED CAPITAL OF THE COMPANY IS US$[ [shareholder] address [number of ordinary shares] US$0.0001 THIS CERTIFIES THAT EXECUTED on behalf of the Company this Director/Secretary EX-4.2 4 h03611exv4w2.htm EX-4.2] [EXECUTION COPY SHARE SUBSCRIPTION AGREEMENT dated as of February 5, 2008 among CICC SUN COMPANY LIMITED, CARLYLE ASIA GROWTH PARTNERS III, L.P., CAGP III CO-INVESTMENT, L.P., LIU HAIFENG, STEVE SUN, YANG JIANYU, BONA LIU, OUR MEDICAL SERVICES, LTD., ASCENDIUM GROUP LIMITED, SHENZHEN AOHUA MEDICAL SERVICES CO., LTD. ( and CONCORD MEDICAL SERVICES HOLDINGS LIMITED TABLE OF CONTENTS Page ARTICLE 1] [EXECUTION COPY AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT Amendment Amendment Date CICC CAGP CAGP Co-Invest Carlyle Company AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT (this “ W I T N E S S E T H : Agreement WHEREAS, the parties hereto entered into a Share Subscription Agreement dated as of February 5, 2008 (the “ WHEREAS, the parties hereto desire to amend] [EXECUTION COPY AMENDMENT NO. 2 TO SHARE SUBSCRIPTION AGREEMENT Amendment No. 2 Amendment Date CICC CAGP CAGP Co-Invest Carlyle Company AMENDMENT NO. 2 TO SHARE SUBSCRIPTION AGREEMENT (this “ W I T N E S S E T H: Original Agreement Amendment No. 1 Series B Share Subscription Agreement Series B Shares Existing Agreement NOW, THEREFORE, the parties hereto agree] [EXECUTION COPY SHARE SUBSCRIPTION AGREEMENT dated as of among CICC SUN COMPANY LIMITED, CARLYLE ASIA GROWTH PARTNERS III, L.P., CAGP III CO-INVESTMENT, L.P., STARR INVESTMENTS CAYMAN II, INC., CONCORD MEDICAL SERVICES HOLDINGS LIMITED and OTHER PERSONS NAMED HEREIN TABLE OF CONTENTS Page ARTICLE 1 Definitions . Definitions Section 1.01 1 . Other Definitional and Interpretative Provisions Section 1.02 12 ARTICLE] [EXECUTION COPY AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT Amendment Amendment Date CICC CAGP CAGP Co-Invest Carlyle Starr Investors Company AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT (this “ W I T N E S S E T H : Agreement Series B Shares WHEREAS, the parties hereto entered into a Share Subscription Agreement dated as of October 10, 2008 (the “ WHEREAS, the] [EXECUTION COPY AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT dated as of October 20, 2008 among CONCORD MEDICAL SERVICES HOLDINGS LIMITED, CARLYLE ASIA GROWTH PARTNERS III, L.P., CAGP III CO-INVESTMENT, L.P., CICC SUN COMPANY LIMITED, PERFECT KEY HOLDINGS LIMITED, STARR INVESTMENTS CAYMAN II, INC. and CERTAIN OTHER PERSONS NAMED HEREIN TABLE OF CONTENTS Page ARTICLE 1 Definitions . Definitions Section 1.01 2] [th Dated this 10 BY : CZY Investments Limited IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) CZY Investments Limited, a company incorporated under the laws] [th Dated this 10 BY : Daketala International Investment Holdings Ltd. IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) Daketala International Investment Holdings Ltd., a company] [th Dated this 10 Dragon Image Investment Ltd. IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) Dragon Image Investment Ltd., a company incorporated under the laws] [th Dated this 10 BY : Notable Enterprise Limited IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) Notable Enterprise Limited, a company incorporated under the laws] [th Dated this 10 BY : Thousand Ocean Group Limited IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) Thousand Ocean Group Limited, a company incorporated under] [th Dated this 10 BY : Top Mount Group Limited IN FAVOUR OF: CICC Sun Company Limited Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. Starr Investments Cayman II, Inc. SHARE CHARGE Conyers Dill & Pearman THIS SHARE CHARGE is made on the 10 th day of November, 2008 (1) Top Mount Group Limited, a company incorporated under] [THIS DEED OF AMENDMENT (1) CICC Sun Company Limited, a company incorporated under the laws of the British Virgin Islands (“CICC”); (2) Carlyle Asia Growth Partners III, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP”); (3) CAGP III Co-Investment, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP Co-Invest”, together with] [THIS DEED OF PARTIAL RELEASE (1) CICC Sun Company Limited, a company incorporated under the laws of the British Virgin Islands (“CICC”); (2) Carlyle Asia Growth Partners III, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP”); (3) CAGP III Co-Investment, L.P., a limited partnership formed under the laws of the Cayman Islands (“CAGP Co-Invest”, together] [[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP] November 17, 2009 Concord Medical Services Holdings Limited Ladies and Gentlemen: We have examined the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and such certificates or comparable] [CONCORD MEDICAL SERVICES HOLDINGS LIMITED 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through] [Form of Medical Equipment Parties to the Agreement: Lessee: Hospital (hereinafter referred to as “Party A”) Legal Representative: Address: Lessor: (hereinafter referred to as “Party B”) Legal Representative: Address: Whereas: 1. For purposes of maintaining the leading position in respect of medical technology and academic development, the Lessee plans to establish [ ] Centre (hereinafter referred to as the “Centre”)/plans] [Form of Equipment Management Services Agreement (Project [ ]) Party A: Party B: [ ] Hospital 1 Parties to the Agreement: Party A: Company Legal Representative: Address: Party B: Hospital Legal Representative: Address: Article 1 Precondition and Objective of this Agreement 1.1 1.2 Unless otherwise specified, all relevant terms and explanations shall have the same meanings of such terms and] [Form of Service-only Date of Execution: [day] [ month] [year] Place of Execution: [ ] 1 Party A: Hospital Address: Postal Code: Telephone: Facsimile: Party B: Address: Postal Code: Telephone: Facsimile: Whereas: 1. Party A intends to develop the [ ] Center (hereinafter referred to as the “Center”) in its hospital into a top-tier treatment and research center which can] [Summary of the Oral Agreements between China Medstar Pte. Ltd. On May 30, 2005 and December 31, 2006, Beijing Medstar Hi-Tech Investment Co., Ltd. agreed to provide to China Medstar Limited, the predecessor entity of China Medstar Pte. Ltd., loans in the aggregate amount of 38,634 Singapore Dollars. The loans were agreed to be used by China Medstar Limited for] [Summary of the Oral Agreements between EX-10.7 25 h03611exv10w7.htm EX-10.7] [Summary of the Oral Agreements between From November 30, 2006 to September 30, 2009, Yaw Kong Yap agreed to provide to China Medstar Limited, the predecessor entity of China Medstar Pte. Ltd., loans in the aggregate amount of 30,255.3 Singapore Dollars. The loans were agreed to be used by China Medstar Limited to pay for certain of its administrative expenses.] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Medical Equipment Lease Agreement Parties: Lessee: Chang’an Hospital Company Limited (“Party A”) Address: No.17, Wenjing Road, Xi’an Lessor: Medstar (Shanghai) Leasing Co., Ltd. (“Party B”) Address: Suite 803, 620 Zhangyang Road, Pudong New District, Shanghai Whereas: 1. For purposes of maintaining its leading position in medical technology and academic development, the] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Service-Only Management Agreement Signed on: August 1, 2008 Contract No.: CMS2008001 CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Entrusting Parties: Xi’an Wanjiechangxin Medical Services Company Limited Chang’an Hospital (i.e., Chang’an Hospital Company Limited) Entrusted Party: CMS Hospital Management Co., Ltd. WHEREAS: 1. The Entrusted Party has the largest tumor] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Agreement Concerning the Establishment 1 CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Section I General Provision In accordance with applicable PRC laws and regulations, The Chinese People’s Liberation Army Navy General Hospital and Beijing Our Medical Equipment Development Co., Ltd., based on the principle of equality and mutual benefit,] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Supplemental Agreement Contract Number: Section I General Provisions In accordance with applicable PRC laws and regulations, through friendly negotiations and on the basis of the principle of equality and mutual benefit, Chinese People’s Liberation Army Navy General Hospital and Shenzhen Aohua Medical Services Co., Ltd. entered into a cooperation contract on] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Supplemental Agreement Concerning the Development Contract No.: 2003-S-008 Section I General Provisions In accordance with applicable PRC laws and regulations, through friendly negotiations and on the basis of the principle of equality and mutual benefit, Chinese People’s Liberation Army Navy General Hospital and Shenzhen Aohua Medical Services Co., Ltd. entered into] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Medical Equipment Lease Agreement Parties to the Contract: Lessor: Party A Shanghai Medstar Medical Investment Management Company Limited (hereinafter referred to as “ Legal Representative: ZHANG, Jing Address: Flat D and Flat E, 15/F, No. 500, Zhangyang Road, Pudong New Area, Shanghai Lessee: Party B The Chinese People’s Liberation Army Navy] [CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Supplemental Agreement ( June 2009 1 CONFIDENTIAL TREATMENT REQUESTED BY CONCORD MEDICAL SERVICES HOLDINGS LIMITED Parties to the Contract: Party A: Chinese People’s Liberation Army Navy General Hospital (hereinafter referred to as “Party A”) Party B: Shenzhen Aohua Medical Services Company Limited (hereinafter referred to as “Party B”) Section I General] [Supplemental Agreement to the Service-only Management Agreement Entrusting Party: Xi’an Wanjiechangxin Medical Services Company Limited Chang’an Hospital Co., Ltd. Entrusted Party: CMS Hospital Management Co., Ltd. Whereas: st The Entrusting Party and the Entrusted Party have entered into the Service-only Management Agreement (the “Original Contract”) in connection with Chang’an Hospital as of August 1 Article 1 1. All tumor-related divisions] [Agreement Regarding the Transfer of Equity in Party A Beijing Our Medical Equipment Development Company Address: No. 3 Qianmen East Avenue, Beijing (Room 408, Office Building, Capital Hotel) Party B Shenzhen Aohua Medical Services Co., Ltd. Address: Room 2208, Dianzi Keji Building, Shennanzhonglu Road, Shenzhen Party C Chinese People’s Liberation Army Navy General Hospital Address: No. 6 Fucheng Road, Beijing] [Supplemental Agreement to Party A: Chinese People’s Liberation Army Navy General Hospital Address: No. 6 Fucheng Road, Beijing Postal code: 100037 Telephone: 010-68587733 Facsimile: 010-68581507 Legal Representative: Duan Yunyou President Party B: Shenzhen Aohua Medical Services Co., Ltd. Address: 17/F, Guomao Plaza, Renmin South Road, Shenzhen Postal code: 518014 Telephone: 0755-82211708 Facsimile: 0755-82213690 Legal Representative: Song Jun President Whereas, based] [Supplemental Agreement to Party A: Party B: Whereas, Party A and Party B entered into a cooperation contract on March 18, 2003 in respect of the third phase of the Aohai Radiotherapy Treatment and Diagnosis Research Centre, whereby it was contemplated that the Parties will cooperate to make investment in the whole set of equipment for conformal radiotherapy and intensity] [• Ascendium Group Limited (incorporated in the British Virgin Islands) • China Medical Services Holdings Limited (incorporated in Hong Kong) • Cyber Medical Network Limited (incorporated in Hong Kong) • CMS Hospital Management Co., Ltd. (incorporated in the PRC) • Beijing Xing Heng Feng Medical Technology Co., Ltd. (incorporated in the PRC) • Our Medical Services, Ltd. (incorporated in the] [Consent of Independent Registered Public Accounting Firm We consent to the references to our firm under the caption “Experts” and to the use of our report dated October 16, 2009 (except Note 26, as to which the date is November 17, 2009) in the Registration Statement (Form F-1) and the related Prospectus of Concord Medical Services Holdings Limited for the] [November 17, 2009 Company Concord Medical Services Holdings Limited (the “ Ladies and Gentlemen: Sincerely yours, EX-23.4 40 h03611exv23w4.htm EX-23.4] [[Frost & Sullivan Letterhead] October 16, 2009 PRIVATE & CONFIDENTIAL To: Concord Medical Services Holdings Limited 18/F, Tower A, Global Trade Center 36 North Third Ring Road East Dongcheng District Beijing, People’s Republic of China, 100013. Re: Concord Medical Services Holdings Limited Consent to References to Frost & Sullivan Report Madam/Sirs: In connection with the proposed initial public offering of]

By | 2016-03-13T13:10:06+00:00 November 17th, 2009|Categories: CCM, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments
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CYOU [Changyou.com] F-1: (Original Filing)

[PROSPECTUS (SUBJECT TO COMPLETION) DATED March 17, 2009 7,500,000 American Depositary Shares CHANGYOU.COM LIMITED Representing 15,000,000 Class A Ordinary Shares This is the initial public offering of Changyou.com Limited, or Changyou. We are offering 3,750,000 American depositary shares, or ADSs, and the selling shareholder identified in this prospectus is offering 3,750,000 ADSs. Each ADS represents two Class A ordinary shares,] [THE COMPANIES LAW (2007 REVISION) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHANGYOU.COM LIMITED (Adopted by a special resolution passed on March 16, 2009) 1. The name of the Company is Changyou.com Limited. 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O.] [DRAFT ONLY Scotia Centre P.O. Box 884 Grand Cayman KY1-1103 CAYMAN ISLANDS Tel: (345) 949-2648 Fax: (345) 949-8613 www.campbells.com.ky E-mail: campbells@campbells.com.ky Your Ref: Our Ref: Direct Email: SC/vc/ scourtney@campbells.com.ky — [ BY DHL Changyou.com Limited c/o Offshore Incorporations Limited P.O. Box 2804 GT Fourth Floor Scotia Centre George Town Grand Cayman Cayman Islands Dear Sirs Company Registration Statement — Selling] [DRAFT FORM OF OPINION OF GOULSTON & STORRS, P.C. REGARDING CERTAIN U.S. TAX MATTERS [Goulston & Storrs, P.C. Letterhead] Changyou.com Limited East Tower, Jing Yan Building No. 29 Shijingshan Road, Shijingshan District Beijing 100043 People’s Republic of China Re: Class A Ordinary Shares of Changyou.com Limited represented by American Depositary Shares Ladies and Gentlemen: Our opinion set forth herein is] [2008 SHARE INCENTIVE PLAN CHANGYOU.COM LIMITED 2008 SHARE INCENTIVE PLAN 1. Purposes of this Plan 2. Definitions “Award Agreement” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award. “Board” means the Board of Directors of the Company. “Class A Ordinary Share” means a Class A Ordinary Share in the capital of] [FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Changyou.com Limited, a Cayman Islands company (the “Company”), and (“Indemnitee”). WHEREAS, the Company wishes to attract and retain the services of Indemnitee, to serve as a member of the board of directors (“Director”) or as an officer (“Officer”) of the Company; and WHEREAS, the Company] [FORM OF EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement’), effective as of March Definitions Annex 1 1. Employment; Duties 2. Annex 2 (a) The Company agrees to employ the Employee in the capacity and with such responsibilities as are generally set forth on Annex 2 Annex 3 (b) The Employee hereby agrees to devote his full time and best] [FORM OF EXECUTIVE EMPLOYEE NON-COMPETITION, NON-SOLICITATION, CONFIDENTIAL INFORMATION AND WORK PRODUCT AGREEMENT In consideration of my employment and the compensation paid to me by Changyou.com Limited, a Cayman Island company, or a subsidiary or variable interest entity thereof (Changyou.com Limited or any such subsidiary or variable interest entity referred to herein individually and collectively as “Changyou”), and the equity shares] [SHARE SUBSCRIPTION AGREEMENT Share Subscription Agreement This Share Subscription Agreement (this “Agreement”) is made as of January 15, 2009 among: (1) CHANGYOU.COM LIMITED (2) PROMINENCE INVESTMENTS LTD (3) SOHU.COM INC. solely for purposes of Section 3.4.1, Section 3.7.3, Section 4 and Section 6, (4) SOHU.COM (GAME) LIMITED solely for purposes of Section 3.4.1, WHEREAS: (A) In 2004, Beijing Fire Fox] [CHANGYOU.COM LIMITED FORM OF RESTRICTED SHARE UNIT AGREEMENT (CLASS B ORDINARY SHARES) This Restricted Share Unit Agreement (this “Agreement”) is made as of March , 2009 by and between Changyou.com Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and [ ] (the “Executive”). All capitalized terms used herein, to the extent not defined herein, shall] [FORM OF RESTRICTED SHARE UNIT AGREEMENT Changyou.com Limited Form of Restricted Share Unit Agreement (Class B Ordinary Shares) This Restricted Share Unit Agreement Changyou.com Limited All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the Company’s 2008 Share Incentive Plan (the “Plan”). 1. Award and Vesting of Restricted Share Units (a) Subject] [FORM OF LOAN AGREEMENTS FORM OF LOAN AGREEMENT This Loan Agreement (the “Agreement”) is entered into as of August 20, 2008 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd., Party B: , with the address of ; and ID number of . (In this] [FORM OF EQUITY INTEREST PURCHASE RIGHTS AGREEMENT FORM OF EQUITY INTEREST PURCHASE AGREEMENT This Equity Interest Purchase Agreement (this “Agreement”) is entered into as of August 20, 2008 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd., Party B: , with the address of ;] [FORM OF EQUITY INTEREST PLEDGE AGREEMENT This Amended and Restated Equity Interest Pledge Agreement (hereinafter “this Agreement”) is entered into in Beijing, People’s Republic of China (“PRC” or “China”) on the day of August 20, 2008 by the following parties: Pledgor: , with the address of ; and ID number of . Pledgee: Beijing AmazGame Age Internet Technology Co., Ltd.,] [Form of Power of Attorney I, , citizen of the People’s Republic of China (the “PRC”) with ID No. of , is the shareholder of Beijing Gamease Age Digital Technology Co., Ltd. (“Gamease”) holding 60% equity interest of Gamesase, hereby irrevocably appoint with the following powers and rights during the term of this Power of Attorney: I hereby appoint to] [BUSINESS OPERATION AGREEMENT This Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Beijing, People’s Republic of China (“China” or “PRC”) as of August 20, 2008: Party A: Beijing AmazGame Age Internet Technology Co., Ltd. Party B: Beijing Gamease Age Digital Technology Co., Ltd. Party C: Tao WANG Party D: Yaobin WANG] [Beijing Gamease Age Digital Technology Co., Ltd. (as Service Receiver) and Beijing AmazGame Age Internet Technology Co., Ltd. (as Service Provider) Service and Maintenance Agreement Date as of December 1, 2007 TABLE OF CONTENTS 1. Definition 1 2. Exclusive Commission 2 3. Scope of Integrated Service 2 4. Authorization 3 5. Payment and Settlement of Integrated Service Fee 3 6.] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC Technology Support and Utilization Service Agreement This Technology Development and Utilization Service Agreement (“Agreement”) is entered into between the following two parties as of August 20, 2008: (1) Beijing Gamease Age Digital Technology Co., Ltd., with registered address of Room 1197,] [MASTER TRANSACTION AGREEMENT MASTER TRANSACTION AGREEMENT between SOHU.COM INC. and CHANGYOU.COM LIMITED January 1, 2009 TABLE OF CONTENTS ARTICLE I DOCUMENTS AND ITEMS TO BE DELIVERED PRIOR TO F-1 FILING 5 1.1 Documents to be delivered by Sohu 5 1.2 Documents to be delivered by Changyou, AmazGame and Gamease 5 ARTICLE II THE IPO AND ACTIONS PENDING THE IPO 5] [NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT This Non-Competition Agreement is dated as of January 1, 2009, by and between Sohu.com Inc., a Delaware corporation (“Sohu”), and Changyou.com Limited, a Cayman Islands corporation (“Changyou”). Sohu and Changyou are individually referred to as a “Party,” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to] [MARKETING SERVICES AGREEMENT This Marketing Services Agreement is dated as of January 1, 2009, by and between Sohu.com Inc., a Delaware corporation (together with its subsidiaries and variable interest entities, “Sohu”), and Changyou.com Limited, a Cayman Islands corporation (together with its subsidiaries and variable interest entity, “Changyou”). Sohu and Changyou are individually referred to as a “Party,” and together as] [Beijing Sohu New Era Information Technology Co. Ltd. (as Transferor) And Beijing Gamease Age Digital Technology Co., Ltd. (as Transferee) Asset Transfer Agreement November 23, 2007 Content 1. THE TRANSFER OF THE ACQUISITION 3 2. CLOSING DATE 3 3. THE PRICE OF ACQUISITION AND PAYMENT 3 4. PRECONDITIONS 3 5. COMPLETION, DELIVERY AND REGISTRATION 4 6. 4 7. TAXATION AND] [Beijing Sohu New Era Information Technology Co. Ltd. (as Transferor) And Beijing Gamease Age Digital Technology Co., Ltd. (as Transferee) Asset Transfer Agreement November 23, 2007 Content 1. THE TRANSFER OF THE ACQUISITION 3 2. CLOSING DATE 3 3. THE PRICE OF ACQUISITION AND PAYMENT 3 4. PRECONDITIONS 4 5. COMPLETION, DELIVERY AND REGISTRATION 4 6. 4 7. TAXATION AND] [Service Transfer Agreement Party A: Beijing Sohu New Era Information Technology Co., Ltd. Party B: Beijing Gamease Age Digital Technology Co., Ltd. Whereas: 1. Party A and Beijing Fire Fox Digital Technology Co., Ltd. entered into a Tian Long Ba Bu (“TLBB”) Online Game Testing Operation Cooperation Agreement (No. 07-GNL-0647) (“Operation Agreement”) from May 1, 2007 to November 30, 2007] [Technology Transfer Agreement Project: Copyright Transfer of Tian Long Ba Bu Online Game Software v1.0 Transferee (Party A): Beijing Gamease Age Digital Technology Co., Ltd. Transferor (Party B): Beijing Fire Fox Digital Technology Co., Ltd. Place of Signing: Haidian District, Beijing Date of Signing: November 10, 2007 Effective Term: from November 10, 2007 to December 31, 2007 Contract Law of] [Trademark Assignment Agreement Transferor: Beijing Fire Fox Digital Technology Co., Ltd. (Party A) Transferee: Beijing Gamease Age Digital Technology Co., Ltd. (Party B) Trademark Law of the People’s Republic of China Implementation Rules of the Trademark Law According to Article 39 of the I. Name of the Transferred Trademarks: “ II. Trademark Pattern: (Please refer to the Appendix: Trademark Pattern)] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. GAME LICENSE AGREEMENT BY and BETWEEN Beijing Sohu Internet Information Service Co., Ltd. Beijing Huohu Digital Technology Co., Ltd. AND FPT Telecom FOR “Tian Long Ba Bu” March 30, 2007 Confidential Treatment Requested. Confidential portions of this document have been redacted] [SUPPLEMENT TO GAME LICENSE AGREEMENT BY and BETWEEN Beijing Sohu Internet Information Service Co., Ltd. Beijing Huohu Digital Technology Co., Ltd. AND Beijing Gamease Age Digital Technology Co., Ltd AND FPT Telecom FOR “Tian Long Ba Bu” Supplementary Agreement This st Game License Agreement Beijing Sohu Internet Information Service Co., Ltd. Beijing Huohu Digital Technology Co., Ltd. Former Licensor Beijing] [OPERATION AGREEMENT OPERATION AGREEMENT Party A: Beijing Pixel Software Technology Co., Ltd. Party B: Beijing Gamease Age Digital Technology Co., Ltd. After friendly negotiation, Party A and Party B have reached this Agreement regarding Party B’s operation of Party A’s on-line games (acting as Party A’s agent), including “Blade and Sword Online” which was developed in 2003 and its upgraded] [TRADEMARK LICENCE CONTRACT Trademark Licence Contract Party A: Beijing Pixel Software Technology Co., Ltd. Party B: Beijing Gamease Age Digital Technology Co., Ltd. Party A and Party B, following the principles of voluntariness and good faith and upon the mutual agreement through consultations, enter into this Trademark Licence Contract. Article 1 computer programming, computer software design, software (updating of computer] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Game Software License Agreement This Game Software License Agreement is entered into as of December 3, 2007 between the following two Parties: Party A: Beijing Gamease Age Digital Technology Co., Ltd. (Gamease) Address: F 2-5, East Wing, Jing Yan Hotel, No.] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Online Game of Tian Long Ba Bu Proxy and License Agreement Traditional Chinese Version (Taiwan Region) Licensor (Party A): Beijing Gamease Age Digital Technology Co., Ltd. Licensee (Party B): (Taiwan) Soft-World International Corp. Place of Signing: Beijing Confidential Treatment Requested. Confidential] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Online Game Tian Long Ba Bu Proxy and License Agreement Traditional Chinese Version Licensor (Party A): Beijing Gamease Age Digital Technology Co., Ltd. Licensee (Party B): Zhi Ao Online Game Group Company Limited Place: Beijing Confidential Treatment Requested. Confidential portions of] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Game Software License Agreement This Game Software License Agreement is entered into as of July 21, 2008 between the following two Parties: Party A: Beijing Gamease Age Digital Technology Co., Ltd. (Gamease) Address: F 2-5, East Wing, Jing Yan Hotel, No.] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Computer Online Game Software Adaptation License Agreement Works: Tian Long Ba Bu Copyright Owner: Louis Cha Adaptation Licensor: Louis Cha Address: * (Tel: * , Fax: * ) Adaptation Licensee: Beijing Gamease Age Digital Technology Co., Ltd. Address: F 2-5, East] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Computer Online Game Software Adaptation License Agreement Works: Duke of Mount Deer Copyright Owner: Louis Cha Adaptation Licensor: Louis Cha Address: * (Tel: * , Fax: * ) Adaptation Licensee: Beijing Gamease Age Digital Technology Co., Ltd. Address: F 2-5, East] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Computer Online Game Software Adaptation License Agreement Works: Tian Long Ba Bu Copyright Owner: Louis Cha Adaptation Licensor: Louis Cha Address: * (Tel: * , Fax: * ) Adaptation Licensee: Beijing Gamease Age Digital Technology Co., Ltd. Address: F 2-5, East] [LEASE CONTRACT BETWEEN BEIJING JINGYAN HOTEL CO., LTD. AND BEIJING AMAZGAME AGE INTERNET TECHNOLOGY CO., LTD. Contract No.: 07-ES-0579 Table of Contents Article 1 Rent and Other Expenses 6 1.1 Leased Area 6 1.2 Lease Term, Rent and Deposit 6 1.2.1 Lease Term and Rent Free Period 6 1.2.2 Rent and Deposit 7 1.2.3 Deliver for Fit-Out 7] [• Changyou.com HK Limited, incorporated in Hong Kong. • Beijing AmazGame Age Internet Technology Co., Ltd., incorporated in the PRC.] [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 February 13, 2009, except Notes 1c(iii) and 18b. and c. to which the date is March 17, 2009, relating to the financial statements of Changyou.com Limited, which appears in such Registration Statement. We also consent to] [American Appraisal China Limited 1506 Dah Sing Financial Centre 108 Gloucester Road/Wanchai/Hong Kong Tel +852 2511 5200 / Fax +852 2511 9626 Leading / Thinking / Performing The Board of Directors Changyou.com Ltd. East Tower, JingYan Building, No. 29 Shijingshan Road, Shijingshan District, Beijing 100043 Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED We hereby consent to the references to] [IDC Letterhead IDC Asia/Pacific 80 Anson Road, #38-00 Fuji Xerox Towers Singapore 079907 www.idc.com.sg Merrill Lynch Global Markets and Investment Banking 17/F Citibank Tower, 3 Garden Road, Central Hong Kong For Client: Changeyou.com Limited East Tower, Jing Yan Hotel No. 29 Shijingshan Road, Shijingshan District Beijing 10043, P.R. China Tony Tan Approving Analyst: Disclosure Form IDC grants Changyou.com Limited permission] [CHANGYOU.COM LIMITED CODE OF ETHICS AND CONDUCT FOR DIRECTORS, OFFICERS, AND EMPLOYEESS It is the policy of Changyou.com Limited, a Cayman Islands company, that the directors, officers, and employees of Changyou.com Limited and each of its subsidiaries and variable interest entities (collectively, the “Company”) adhere to the following principles governing their professional and ethical conduct in the fulfillment of their] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 E-mail Add: beijing@tongshang.com Website: www.tongshang.com.cn March 17, 2009 Changyou.Com Limited East Tower, Jing Yan Building, No. 29 Shijingshan Road, Shijingshan District Beijing 100043 People’s Republic of China Dear Sirs: PRC We are qualified lawyers]

By | 2016-02-29T20:13:43+00:00 March 17th, 2009|Categories: Chinese Stocks, CYOU, SEC Original|Tags: , , , , , |0 Comments
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CYOU [Changyou.com] F-1: PROSPECTUS (SUBJECT TO COMPLETION) DATED March 17, 2009

[PROSPECTUS (SUBJECT TO COMPLETION) DATED March 17, 2009 7,500,000 American Depositary Shares CHANGYOU.COM LIMITED Representing 15,000,000 Class A Ordinary Shares This is the initial public offering of Changyou.com Limited, or Changyou. We are offering 3,750,000 American depositary shares, or ADSs, and the selling shareholder identified in this prospectus is offering 3,750,000 ADSs. Each ADS represents two Class A ordinary shares,] [THE COMPANIES LAW (2007 REVISION) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHANGYOU.COM LIMITED (Adopted by a special resolution passed on March 16, 2009) 1. The name of the Company is Changyou.com Limited. 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O.] [DRAFT ONLY Scotia Centre P.O. Box 884 Grand Cayman KY1-1103 CAYMAN ISLANDS Tel: (345) 949-2648 Fax: (345) 949-8613 www.campbells.com.ky E-mail: campbells@campbells.com.ky Your Ref: Our Ref: Direct Email: SC/vc/ scourtney@campbells.com.ky — [ BY DHL Changyou.com Limited c/o Offshore Incorporations Limited P.O. Box 2804 GT Fourth Floor Scotia Centre George Town Grand Cayman Cayman Islands Dear Sirs Company Registration Statement — Selling] [DRAFT FORM OF OPINION OF GOULSTON & STORRS, P.C. REGARDING CERTAIN U.S. TAX MATTERS [Goulston & Storrs, P.C. Letterhead] Changyou.com Limited East Tower, Jing Yan Building No. 29 Shijingshan Road, Shijingshan District Beijing 100043 People’s Republic of China Re: Class A Ordinary Shares of Changyou.com Limited represented by American Depositary Shares Ladies and Gentlemen: Our opinion set forth herein is] [2008 SHARE INCENTIVE PLAN CHANGYOU.COM LIMITED 2008 SHARE INCENTIVE PLAN 1. Purposes of this Plan 2. Definitions “Award Agreement” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award. “Board” means the Board of Directors of the Company. “Class A Ordinary Share” means a Class A Ordinary Share in the capital of] [FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Changyou.com Limited, a Cayman Islands company (the “Company”), and (“Indemnitee”). WHEREAS, the Company wishes to attract and retain the services of Indemnitee, to serve as a member of the board of directors (“Director”) or as an officer (“Officer”) of the Company; and WHEREAS, the Company] [FORM OF EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement’), effective as of March Definitions Annex 1 1. Employment; Duties 2. Annex 2 (a) The Company agrees to employ the Employee in the capacity and with such responsibilities as are generally set forth on Annex 2 Annex 3 (b) The Employee hereby agrees to devote his full time and best] [FORM OF EXECUTIVE EMPLOYEE NON-COMPETITION, NON-SOLICITATION, CONFIDENTIAL INFORMATION AND WORK PRODUCT AGREEMENT In consideration of my employment and the compensation paid to me by Changyou.com Limited, a Cayman Island company, or a subsidiary or variable interest entity thereof (Changyou.com Limited or any such subsidiary or variable interest entity referred to herein individually and collectively as “Changyou”), and the equity shares] [SHARE SUBSCRIPTION AGREEMENT Share Subscription Agreement This Share Subscription Agreement (this “Agreement”) is made as of January 15, 2009 among: (1) CHANGYOU.COM LIMITED (2) PROMINENCE INVESTMENTS LTD (3) SOHU.COM INC. solely for purposes of Section 3.4.1, Section 3.7.3, Section 4 and Section 6, (4) SOHU.COM (GAME) LIMITED solely for purposes of Section 3.4.1, WHEREAS: (A) In 2004, Beijing Fire Fox] [CHANGYOU.COM LIMITED FORM OF RESTRICTED SHARE UNIT AGREEMENT (CLASS B ORDINARY SHARES) This Restricted Share Unit Agreement (this “Agreement”) is made as of March , 2009 by and between Changyou.com Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and [ ] (the “Executive”). All capitalized terms used herein, to the extent not defined herein, shall] [FORM OF RESTRICTED SHARE UNIT AGREEMENT Changyou.com Limited Form of Restricted Share Unit Agreement (Class B Ordinary Shares) This Restricted Share Unit Agreement Changyou.com Limited All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the Company’s 2008 Share Incentive Plan (the “Plan”). 1. Award and Vesting of Restricted Share Units (a) Subject] [FORM OF LOAN AGREEMENTS FORM OF LOAN AGREEMENT This Loan Agreement (the “Agreement”) is entered into as of August 20, 2008 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd., Party B: , with the address of ; and ID number of . (In this] [FORM OF EQUITY INTEREST PURCHASE RIGHTS AGREEMENT FORM OF EQUITY INTEREST PURCHASE AGREEMENT This Equity Interest Purchase Agreement (this “Agreement”) is entered into as of August 20, 2008 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd., Party B: , with the address of ;] [FORM OF EQUITY INTEREST PLEDGE AGREEMENT This Amended and Restated Equity Interest Pledge Agreement (hereinafter “this Agreement”) is entered into in Beijing, People’s Republic of China (“PRC” or “China”) on the day of August 20, 2008 by the following parties: Pledgor: , with the address of ; and ID number of . Pledgee: Beijing AmazGame Age Internet Technology Co., Ltd.,] [Form of Power of Attorney I, , citizen of the People’s Republic of China (the “PRC”) with ID No. of , is the shareholder of Beijing Gamease Age Digital Technology Co., Ltd. (“Gamease”) holding 60% equity interest of Gamesase, hereby irrevocably appoint with the following powers and rights during the term of this Power of Attorney: I hereby appoint to] [BUSINESS OPERATION AGREEMENT This Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Beijing, People’s Republic of China (“China” or “PRC”) as of August 20, 2008: Party A: Beijing AmazGame Age Internet Technology Co., Ltd. Party B: Beijing Gamease Age Digital Technology Co., Ltd. Party C: Tao WANG Party D: Yaobin WANG] [Beijing Gamease Age Digital Technology Co., Ltd. (as Service Receiver) and Beijing AmazGame Age Internet Technology Co., Ltd. (as Service Provider) Service and Maintenance Agreement Date as of December 1, 2007 TABLE OF CONTENTS 1. Definition 1 2. Exclusive Commission 2 3. Scope of Integrated Service 2 4. Authorization 3 5. Payment and Settlement of Integrated Service Fee 3 6.] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC Technology Support and Utilization Service Agreement This Technology Development and Utilization Service Agreement (“Agreement”) is entered into between the following two parties as of August 20, 2008: (1) Beijing Gamease Age Digital Technology Co., Ltd., with registered address of Room 1197,] [MASTER TRANSACTION AGREEMENT MASTER TRANSACTION AGREEMENT between SOHU.COM INC. and CHANGYOU.COM LIMITED January 1, 2009 TABLE OF CONTENTS ARTICLE I DOCUMENTS AND ITEMS TO BE DELIVERED PRIOR TO F-1 FILING 5 1.1 Documents to be delivered by Sohu 5 1.2 Documents to be delivered by Changyou, AmazGame and Gamease 5 ARTICLE II THE IPO AND ACTIONS PENDING THE IPO 5] [NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT This Non-Competition Agreement is dated as of January 1, 2009, by and between Sohu.com Inc., a Delaware corporation (“Sohu”), and Changyou.com Limited, a Cayman Islands corporation (“Changyou”). Sohu and Changyou are individually referred to as a “Party,” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to] [MARKETING SERVICES AGREEMENT This Marketing Services Agreement is dated as of January 1, 2009, by and between Sohu.com Inc., a Delaware corporation (together with its subsidiaries and variable interest entities, “Sohu”), and Changyou.com Limited, a Cayman Islands corporation (together with its subsidiaries and variable interest entity, “Changyou”). Sohu and Changyou are individually referred to as a “Party,” and together as] [Beijing Sohu New Era Information Technology Co. Ltd. (as Transferor) And Beijing Gamease Age Digital Technology Co., Ltd. (as Transferee) Asset Transfer Agreement November 23, 2007 Content 1. THE TRANSFER OF THE ACQUISITION 3 2. CLOSING DATE 3 3. THE PRICE OF ACQUISITION AND PAYMENT 3 4. PRECONDITIONS 3 5. COMPLETION, DELIVERY AND REGISTRATION 4 6. 4 7. TAXATION AND] [Beijing Sohu New Era Information Technology Co. Ltd. (as Transferor) And Beijing Gamease Age Digital Technology Co., Ltd. (as Transferee) Asset Transfer Agreement November 23, 2007 Content 1. THE TRANSFER OF THE ACQUISITION 3 2. CLOSING DATE 3 3. THE PRICE OF ACQUISITION AND PAYMENT 3 4. PRECONDITIONS 4 5. COMPLETION, DELIVERY AND REGISTRATION 4 6. 4 7. TAXATION AND] [Service Transfer Agreement Party A: Beijing Sohu New Era Information Technology Co., Ltd. Party B: Beijing Gamease Age Digital Technology Co., Ltd. Whereas: 1. Party A and Beijing Fire Fox Digital Technology Co., Ltd. entered into a Tian Long Ba Bu (“TLBB”) Online Game Testing Operation Cooperation Agreement (No. 07-GNL-0647) (“Operation Agreement”) from May 1, 2007 to November 30, 2007] [Technology Transfer Agreement Project: Copyright Transfer of Tian Long Ba Bu Online Game Software v1.0 Transferee (Party A): Beijing Gamease Age Digital Technology Co., Ltd. Transferor (Party B): Beijing Fire Fox Digital Technology Co., Ltd. Place of Signing: Haidian District, Beijing Date of Signing: November 10, 2007 Effective Term: from November 10, 2007 to December 31, 2007 Contract Law of] [Trademark Assignment Agreement Transferor: Beijing Fire Fox Digital Technology Co., Ltd. (Party A) Transferee: Beijing Gamease Age Digital Technology Co., Ltd. (Party B) Trademark Law of the People’s Republic of China Implementation Rules of the Trademark Law According to Article 39 of the I. Name of the Transferred Trademarks: “ II. Trademark Pattern: (Please refer to the Appendix: Trademark Pattern)] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. GAME LICENSE AGREEMENT BY and BETWEEN Beijing Sohu Internet Information Service Co., Ltd. Beijing Huohu Digital Technology Co., Ltd. AND FPT Telecom FOR “Tian Long Ba Bu” March 30, 2007 Confidential Treatment Requested. Confidential portions of this document have been redacted] [SUPPLEMENT TO GAME LICENSE AGREEMENT BY and BETWEEN Beijing Sohu Internet Information Service Co., Ltd. Beijing Huohu Digital Technology Co., Ltd. AND Beijing Gamease Age Digital Technology Co., Ltd AND FPT Telecom FOR “Tian Long Ba Bu” Supplementary Agreement This st Game License Agreement Beijing Sohu Internet Information Service Co., Ltd. Beijing Huohu Digital Technology Co., Ltd. Former Licensor Beijing] [OPERATION AGREEMENT OPERATION AGREEMENT Party A: Beijing Pixel Software Technology Co., Ltd. Party B: Beijing Gamease Age Digital Technology Co., Ltd. After friendly negotiation, Party A and Party B have reached this Agreement regarding Party B’s operation of Party A’s on-line games (acting as Party A’s agent), including “Blade and Sword Online” which was developed in 2003 and its upgraded] [TRADEMARK LICENCE CONTRACT Trademark Licence Contract Party A: Beijing Pixel Software Technology Co., Ltd. Party B: Beijing Gamease Age Digital Technology Co., Ltd. Party A and Party B, following the principles of voluntariness and good faith and upon the mutual agreement through consultations, enter into this Trademark Licence Contract. Article 1 computer programming, computer software design, software (updating of computer] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Game Software License Agreement This Game Software License Agreement is entered into as of December 3, 2007 between the following two Parties: Party A: Beijing Gamease Age Digital Technology Co., Ltd. (Gamease) Address: F 2-5, East Wing, Jing Yan Hotel, No.] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Online Game of Tian Long Ba Bu Proxy and License Agreement Traditional Chinese Version (Taiwan Region) Licensor (Party A): Beijing Gamease Age Digital Technology Co., Ltd. Licensee (Party B): (Taiwan) Soft-World International Corp. Place of Signing: Beijing Confidential Treatment Requested. Confidential] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Online Game Tian Long Ba Bu Proxy and License Agreement Traditional Chinese Version Licensor (Party A): Beijing Gamease Age Digital Technology Co., Ltd. Licensee (Party B): Zhi Ao Online Game Group Company Limited Place: Beijing Confidential Treatment Requested. Confidential portions of] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Game Software License Agreement This Game Software License Agreement is entered into as of July 21, 2008 between the following two Parties: Party A: Beijing Gamease Age Digital Technology Co., Ltd. (Gamease) Address: F 2-5, East Wing, Jing Yan Hotel, No.] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Computer Online Game Software Adaptation License Agreement Works: Tian Long Ba Bu Copyright Owner: Louis Cha Adaptation Licensor: Louis Cha Address: * (Tel: * , Fax: * ) Adaptation Licensee: Beijing Gamease Age Digital Technology Co., Ltd. Address: F 2-5, East] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Computer Online Game Software Adaptation License Agreement Works: Duke of Mount Deer Copyright Owner: Louis Cha Adaptation Licensor: Louis Cha Address: * (Tel: * , Fax: * ) Adaptation Licensee: Beijing Gamease Age Digital Technology Co., Ltd. Address: F 2-5, East] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Computer Online Game Software Adaptation License Agreement Works: Tian Long Ba Bu Copyright Owner: Louis Cha Adaptation Licensor: Louis Cha Address: * (Tel: * , Fax: * ) Adaptation Licensee: Beijing Gamease Age Digital Technology Co., Ltd. Address: F 2-5, East] [LEASE CONTRACT BETWEEN BEIJING JINGYAN HOTEL CO., LTD. AND BEIJING AMAZGAME AGE INTERNET TECHNOLOGY CO., LTD. Contract No.: 07-ES-0579 Table of Contents Article 1 Rent and Other Expenses 6 1.1 Leased Area 6 1.2 Lease Term, Rent and Deposit 6 1.2.1 Lease Term and Rent Free Period 6 1.2.2 Rent and Deposit 7 1.2.3 Deliver for Fit-Out 7] [• Changyou.com HK Limited, incorporated in Hong Kong. • Beijing AmazGame Age Internet Technology Co., Ltd., incorporated in the PRC.] [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 February 13, 2009, except Notes 1c(iii) and 18b. and c. to which the date is March 17, 2009, relating to the financial statements of Changyou.com Limited, which appears in such Registration Statement. We also consent to] [American Appraisal China Limited 1506 Dah Sing Financial Centre 108 Gloucester Road/Wanchai/Hong Kong Tel +852 2511 5200 / Fax +852 2511 9626 Leading / Thinking / Performing The Board of Directors Changyou.com Ltd. East Tower, JingYan Building, No. 29 Shijingshan Road, Shijingshan District, Beijing 100043 Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED We hereby consent to the references to] [IDC Letterhead IDC Asia/Pacific 80 Anson Road, #38-00 Fuji Xerox Towers Singapore 079907 www.idc.com.sg Merrill Lynch Global Markets and Investment Banking 17/F Citibank Tower, 3 Garden Road, Central Hong Kong For Client: Changeyou.com Limited East Tower, Jing Yan Hotel No. 29 Shijingshan Road, Shijingshan District Beijing 10043, P.R. China Tony Tan Approving Analyst: Disclosure Form IDC grants Changyou.com Limited permission] [CHANGYOU.COM LIMITED CODE OF ETHICS AND CONDUCT FOR DIRECTORS, OFFICERS, AND EMPLOYEESS It is the policy of Changyou.com Limited, a Cayman Islands company, that the directors, officers, and employees of Changyou.com Limited and each of its subsidiaries and variable interest entities (collectively, the “Company”) adhere to the following principles governing their professional and ethical conduct in the fulfillment of their] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 E-mail Add: beijing@tongshang.com Website: www.tongshang.com.cn March 17, 2009 Changyou.Com Limited East Tower, Jing Yan Building, No. 29 Shijingshan Road, Shijingshan District Beijing 100043 People’s Republic of China Dear Sirs: PRC We are qualified lawyers]

By | 2016-02-29T20:15:17+00:00 March 17th, 2009|Categories: Chinese Stocks, CYOU, Webplus ver|Tags: , , , , , |0 Comments
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CYOU [Changyou.com] F-1: (Original Filing)

[PROSPECTUS (SUBJECT TOMPLETION)LOR="#b23040">TED March 17, 2009 7,500,000 American Depositary Shares CHANGYOU.COM LIMITED Representing 15,000,000 Class A Ordinary Shares FACE="Times New Roman" SIZE="5"> STYLE="line-height:6px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000;width:19%"> This is the initial public offering of Changyou.com Limited, or Changyou. We are offering 3,750,000 American depositary shares, orSs, and the selling shareholder identified in this prospectus is offering 3,750,000Ss.] [FACE="Times New Roman" SIZE="2">THEMPANIES LAW (2007 REVISION)MPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF CHANGYOU.COM LIMITED SIZE="2">(Adopted by aecial resolution passed on March16, 2009) 1. The name of thempany is Changyou.com Limited. 2. The Registered Office of thempany shall be at the offices of Offshoreorporations (Cayman) Limited,otia Centre, 4th Floor, P.O. Box] [DRAFT ONLY FACE="Times New Roman" SIZE="2">Scotia Centre P.O. Box 884 FACE="Times New Roman" SIZE="2">Grandyman1-1103YMAN ISLANDS Tel: (345) 949-2648 Fax: (345) 949-8613 www.campbells.com.ky E-mail:mpbells@campbells.com.ky Your Ref: Our Ref: Direct Email:/vc/ourtney@campbells.com.ky [ BY DHL Changyou.com Limited FACE="Times New Roman" SIZE="2">c/o Offshoreorporations Limited P.O. Box 2804 GT] [DRAFT FACE="Times New Roman" SIZE="2"> FORM OF OPINION OF GOULSTON& STORRS, P.C. REGARDING CERTAIN U.S. TAX MATTERS [Goulston& Storrs, P.C. Letterhead] SIZE="2">Changyou.com Limited East Tower, Jing Yan Building SIZE="2">No.29 Shijingshan Road, Shijingshan District Beijing 100043 FACE="Times New Roman" SIZE="2">Peoples Republic of China Re: ClassA Ordinary Shares of Changyou.com Limited represented by] [FACE="Times New Roman" SIZE="2">2008 SHAREENTIVE PLAN CHANGYOU.COM LIMITED 2008 SHAREENTIVE PLAN FACE="Times New Roman" SIZE="2"> 1. Purposes of this Plan 2. Definitions SIZE="2">Awardreement means a written or electronic document orreement setting forth the terms andnditions of aecific Award. SIZE="2">Board means the Board of Directors of thempany.] [FORM OF INDEMNIFICATIONREEMENT FACE="Times New Roman" SIZE="2"> This Indemnificationreement (Agreement) is made of by and between Changyou.com Limited, ayman Islandsmpany (thempany), and (Indemnitee). SIZE="2">WHEREAS, thempany wishes to attract and retain the services of Indemnitee, to serve a member of the board of directors (Director) or an officer (Officer) of thempany; and] [FORM OF EXECUTIVE EMPLOYMENTREEMENT FACE="Times New Roman" SIZE="2"> EXECUTIVE EMPLOYMENTREEMENT (thisreement), effective of March Definitions Annex 1 FACE="Times New Roman" SIZE="2">1. Employment; Duties 2. Annex 2 (a) Thempanyrees to employ the Employee in thepacity and with such responsibilities are generally set forth on] [FORM OF EXECUTIVE EMPLOYEE NON-COMPETITION, NON-SOLICITATION, FACE="Times New Roman" SIZE="2">NFIDENTIAL INFORMATION AND WORK PRODUCTREEMENT Innsideration of my employment and thempensation paid to me by Changyou.com Limited, ayman Islandmpany, or a subsidiary or variable interest entity thereof (Changyou.com Limited or any such subsidiary or variable interest entity referred to herein individually andllectively Changyou), and the equity] [SHARE SUBSCRIPTIONREEMENT FACE="Times New Roman" SIZE="2"> Share Subscriptionreement FACE="Times New Roman" SIZE="2">This Share Subscriptionreement (thisreement) is made of January15, 2009 among: (1) CHANGYOU.COM LIMITED (2) PROMINENCE INVESTMENTS (3) SOHU.COM solely for purposes of Section3.4.1, Section3.7.3, Section4 and Section6, (4) SOHU.COM (GAME) LIMITED solely for purposes of Section3.4.1,] [CHANGYOU.COM LIMITED FACE="Times New Roman" SIZE="2"> FORM OF RESTRICTED SHARE UNITREEMENT (CLASS B ORDINARY SHARES) This Restricted Share Unitreement (thisreement) is made of March , 2009 by and between Changyou.com Limited, ampanyorporated under the laws of theyman Islands (thempany), and [] (the Executive).lpitalized terms used herein, to the extent not defined herein, shall have the] [FACE="Times New Roman" SIZE="2">FORM OF RESTRICTED SHARE UNITREEMENT Changyou.com Limited Form of Restricted Share Unitreement FACE="Times New Roman" SIZE="2"> (Class B Ordinary Shares) This Restricted Share Unitreement Changyou.com Limitedlpitalized terms used herein, to the extent not defined, shall have the meanings set forth in thempanys 2008 Shareentive Plan (the Plan).] [FACE="Times New Roman" SIZE="2">FORM OF LOANREEMENTS FORM OF LOANREEMENT FACE="Times New Roman" SIZE="2"> This Loanreement (thereement) is entered into of August20, 2008 between and by the following Parties in Beijing, Peoples Republic of China (China or): PartyA: Beijing AmazGamee Internet Technology Party B:] [FACE="Times New Roman" SIZE="2">FORM OF EQUITY INTEREST PURCHASE RIGHTSREEMENT FORM OF EQUITY INTEREST PURCHASEREEMENT FACE="Times New Roman" SIZE="2"> This Equity Interest Purchasereement (thisreement) is entered into of August20, 2008 between and by the following Parties in Beijing, Peoples Republic of China (China or): PartyA: Beijing AmazGamee Internet Technology] [FORM OF EQUITY INTEREST PLEDGEREEMENT This Amended and Restated Equity Interest Pledgereement (hereinafter thisreement) is entered into in Beijing, Peoples Republic of China (PRC or China) on they of August20, 2008 by the following parties: Pledgor: , with thedress of ; and ID number of .] [Form of Power of Attorney I, , citizen of the Peoples Republic of China (the) with ID No. of , is the shareholder of Beijing Gameasee Digital Technology (Gamease) 60% equity interest of Gamesase, hereby irrevocably appoint with the following powers and rights during the term of this Power of Attorney:] [BUSINESS OPERATIONREEMENT This Business Operationreement (hereinafter referred to thisreement) is entered into among the following parties in Beijing, Peoples Republic of China (China or) of August20, 2008: Party A: Beijing AmazGamee Internet Technology Party B: Beijing Gameasee Digital Technology] [Beijing Gameasee Digital Technology (as Service Receiver) and Beijing AmazGamee Internet Technology FACE="Times New Roman" SIZE="2">(as Service Provider) Service and Maintenancereementte of December1, 2007 TABLE OFNTENTS 1. Definition 1 2. Exclusivemmission 2 3.ope of Integrated Service 2 4. Authorization] [Confidential Treatment Requested.nfidential portions of this document have been FACE="Times New Roman" SIZE="2"> redacted and have been separately filed with the SEC Technology Support and Utilization Servicereement This Technology Development and Utilization Servicereement (Agreement) is entered into between the following two parties of August20, 2008: (1) Beijing Gameasee Digital Technology with registereddress of Room 1197,] [FACE="Times New Roman" SIZE="2">MASTER TRANSACTIONREEMENT MASTER TRANSACTIONREEMENT between SOHU.COM and CHANGYOU.COM LIMITED January 1, 2009 TABLE OFNTENTS ARTICLE I DOCUMENTS AND ITEMS TO BE DELIVERED PRIOR TO F-1 FILING 5 1.1 Documents to be delivered by Sohu 5 1.2 Documents to be delivered by Changyou, AmazGame and Gamease] [NON-COMPETITIONREEMENT FACE="Times New Roman" SIZE="2"> NON-COMPETITIONREEMENT This Non-Competitionreement isted of January 1, 2009, by and between Sohu.com a Delawarerporation (Sohu), and Changyou.com Limited, ayman Islandsrporation (Changyou). Sohu and Changyou are individually referred to a Party, and together the Parties.pitalized terms used herein and not otherwise defined shall have the meaningscribed to such terms in Article] [MARKETING SERVICESREEMENT FACE="Times New Roman" SIZE="2"> This Marketing Servicesreement isted of January1, 2009, by and between Sohu.com a Delawarerporation (together with its subsidiaries and variable interest entities, Sohu), and Changyou.com Limited, ayman Islandsrporation (together with its subsidiaries and variable interest entity, Changyou). Sohu and Changyou are individually referred to a Party, and together the Parties.pitalized] [Beijing Sohu New Era Information Technology (as Transferor) And Beijing Gameasee Digital Technology SIZE="2">(as Transferee)set Transferreement FACE="Times New Roman" SIZE="2">November23, 2007ntent 1. THE TRANSFER OF THE ACQUISITION 3 2. CLOSINGTE 3 3. THE PRICE OF ACQUISITION AND PAYMENT 3 4. PRECONDITIONS 3] [Beijing Sohu New Era Information FACE="Times New Roman" SIZE="2"> Technology (as Transferor) And Beijing Gameasee Digital Technology FACE="Times New Roman" SIZE="2">(as Transferee)set Transferreement November23, 2007ntent 1. THE TRANSFER OF THE ACQUISITION 3 2. CLOSINGTE 3 3. THE PRICE OF ACQUISITION AND PAYMENT] [Service Transferreement FACE="Times New Roman" SIZE="2"> PartyA: Beijing Sohu New Era Information Technology PartyB: Beijing Gameasee Digital Technology Whereas: 1. Party A and Beijing Fire Fox Digital Technology entered into a Tian Long Ba Bu (TLBB) Online Game Testing Operationoperationreement (No. 07-GNL-0647) (Operationreement) from May1, 2007 to November30, 2007 (Testing Operation Term). To perform the] [Technology Transferreement Project:pyright Transfer of Tian Long Ba Bu Online Game Software v1.0 Transferee (Party A): Beijing Gameasee Digital Technology SIZE="2"> Transferor (Party B): Beijing Fire Fox Digital Technology Place of Signing: Haidian District, Beijingte of Signing: November10, 2007 SIZE="2"> Effective Term: from November10, 2007 to December31, 2007] [Trademarksignmentreement FACE="Times New Roman" SIZE="2"> Transferor: Beijing Fire Fox Digital Technology (Party A) Transferee: Beijing Gameasee Digital Technology (Party B) Trademark Law of the Peoples Republic of China Implementation Rules of the Trademark Law According to Article 39 of the I. Name of the Transferred Trademarks:] [Confidential Treatment Requested.nfidential portions of this document have been redacted and have FACE="Times New Roman" SIZE="2"> been separately filed with the SEC. SIZE="2"> GAME LICENSEREEMENT BY and BETWEEN Beijing Sohu Internet Information Service Beijing Huohu Digital Technology FACE="Times New Roman" SIZE="2"> AND FPT Telecom FOR] [SUPPLEMENT TO GAME LICENSE FACE="Times New Roman" SIZE="2">REEMENT BY and BETWEEN Beijing Sohu Internet Information Service Beijing Huohu Digital Technology SIZE="2">AND Beijing Gameasee Digital Technology AND FPT Telecom FOR Tian Long Ba Bu Supplementaryreement This st Game Licensereement Beijing Sohu Internet Information Service] [OPERATIONREEMENT FACE="Times New Roman" SIZE="2"> OPERATIONREEMENT FACE="Times New Roman" SIZE="2">Party A: Beijing Pixel Software Technology Party B: Beijing Gameasee Digital Technology After friendly negotiation, Party A and Party B have reached thisreement regarding Party Bs operation of Party on-line games (acting Partyent),luding Blade and Sword Online which was developed in 2003 and its upgraded version] [TRADEMARK LICENCENTRACT FACE="Times New Roman" SIZE="2"> Trademark Licencentract Party A: Beijing Pixel Software Technology Party B: Beijing Gameasee Digital Technology Party A and Party B, following the principles of voluntariness and good faith and upon the mutualreement throughnsultations, enter into this Trademark Licencentract.] [Confidential Treatment Requested.nfidential portions of this document have been redacted and FACE="Times New Roman" SIZE="2"> have been separately filed with the SEC. SIZE="2"> Game Software Licensereement This Game Software Licensereement is entered into of December3, 2007 between the following two Parties: PartyA: Beijing Gameasee Digital Technology (Gamease)] [Confidential Treatment Requested.nfidential portions of this document have been redacted and have FACE="Times New Roman" SIZE="2"> been separately filed with the SEC. SIZE="2"> Online Game of Tian Long Ba Bu Proxy and Licensereement Traditional Chinese Version (Taiwan Region) FACE="Times New Roman" SIZE="2"> Licensor (Party A): Beijing Gameasee Digital Technology] [Confidential Treatment Requested.nfidential portions of this document have been redacted and have FACE="Times New Roman" SIZE="2"> been separately filed with the SEC. SIZE="2"> Online Game Tian Long Ba Bu Proxy and Licensereement Traditional Chinese Version FACE="Times New Roman" SIZE="2"> Licensor (Party A): Beijing Gameasee Digital Technology] [Confidential Treatment Requested.nfidential portions of this document have been redacted and FACE="Times New Roman" SIZE="2"> have been separately filed with the SEC. SIZE="2"> Game Software Licensereement This Game Software Licensereement is entered into of July21, 2008 between the following two Parties: PartyA: Beijing Gameasee Digital Technology (Gamease)] [Confidential Treatment Requested.nfidential portions of this document have been redacted and FACE="Times New Roman" SIZE="2"> have been separately filed with the SEC. SIZE="2">mputer Online Game Softwareaptation Licensereement FACE="Times New Roman" SIZE="2"> Works: Tian Long Ba Bupyright Owner: Louis Chaaptation Licensor: Louis Chadress: * SIZE="2">(Tel:* , Fax:* )] [Confidential Treatment Requested.nfidential portions of this document have been redacted and FACE="Times New Roman" SIZE="2"> have been separately filed with the SEC. SIZE="2">mputer Online Game Softwareaptation Licensereement FACE="Times New Roman" SIZE="2"> Works: Duke of Mount Deerpyright Owner: Louis Chaaptation Licensor: Louis Chadress:* SIZE="2">(Tel:*, Fax:*)] [Confidential Treatment Requested.nfidential portions of this document have been redacted and FACE="Times New Roman" SIZE="2"> have been separately filed with the SEC. SIZE="2">mputer Online Game Softwareaptation Licensereement FACE="Times New Roman" SIZE="2"> Works: Tian Long Ba Bupyright Owner: Louis Chaaptation Licensor: Louis Chadress:* SIZE="2">(Tel:*, Fax:*)] [LEASENTRACT FACE="Times New Roman" SIZE="2"> BETWEEN BEIJING JINGYAN HOTEL FACE="Times New Roman" SIZE="2"> AND BEIJING AMAZGAMEE INTERNET TECHNOLOGYntract No.: 07-ES-0579 STYLE="line-height:6px;margin-top:0px;margin-bottom:2px;border-bottom:1pt solid #000000;width:21%"> Table ofntents Article1 Rent and Other Expenses 6 1.1 Leased Area 6 1.2 Lease Term, Rent and Deposit 6 1.2.1] [FACE="Times New Roman" SIZE="2"> Changyou.com HK Limited,orporated in Hong Kong. Beijing AmazGamee Internet Technologyorporated in the dex211.htm 39 EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FACE="Times New Roman" SIZE="2"> We herebynsent to the use in this Registration Statement on Form F-1 of our reportted February 13, 2009, except Notes 1c(iii) and 18b. and c. to which thete is March 17, 2009, relating to the financial statements of Changyou.com Limited, which appears in such] [American Appraisal China Limited 1506h Sing Financial Centre SIZE="2"> 108 Gloucester Road/Wanchai/Hong Kong Tel +852 2511 5200 / Fax +852 2511 9626 Leading / Thinking / Performing The Board of Directors SIZE="2">Changyou.com East Tower, JingYan Building, SIZE="2">No.29 Shijingshan Road, Shijingshan District, Beijing 100043 Subject: WRITTENNSENT OF AMERICAN APPRAISAL CHINA LIMITED] [IDC Letterhead SIZE="2"> IDCia/Pacific FACE="Times New Roman" SIZE="2">80on Road, #38-00 Fuji Xerox Towers Singapore 079907 www.idc.com.sg Merrill Lynch Global Markets and Investment Banking 17/F Citibank Tower, 3 Garden Road, Central Hong Kong For Client: Changeyou.com Limited SIZE="2"> East Tower, Jing Yan Hotel No.29 Shijingshan Road, Shijingshan District FACE="Times New Roman" SIZE="2">] [CHANGYOU.COM LIMITED FACE="Times New Roman" SIZE="2">DE OF ETHICS ANDNDUCT FOR DIRECTORS, OFFICERS, AND EMPLOYEESS It is the policy of Changyou.com Limited, ayman Islandsmpany, that the directors, officers, and employees of Changyou.com Limited and each of its subsidiaries and variable interest entities (collectively, thempany)here to the following principles governing their professional and ethicalnduct in the fulfillment] [Commerce& Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing,; Postcode: 100022 Tel: (8610)65693399 Fax: (8610)65693838, 65693836, 65693837, 65693839 E-maild: beijing@tongshang.com Website: www.tongshang.com.cn FACE="Times New Roman" SIZE="2">March 17, 2009 Changyou.Com Limited SIZE="2">East Tower, Jing Yan Building, No.29 Shijingshan Road, SIZE="2">Shijingshan District Beijing 100043 Peoples Republic of China]

By | 2016-02-04T21:55:39+00:00 March 17th, 2009|Categories: Chinese Stocks, CYOU, SEC Original|Tags: , , , , , |0 Comments
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CYOU [Changyou.com] F-1: PROSPECTUS (SUBJECT TOMPLETION)LOR=”#b23040″>TED March 17, 2009 7,500,000 American

[PROSPECTUS (SUBJECT TOMPLETION)LOR="#b23040">TED March 17, 2009 7,500,000 American Depositary Shares CHANGYOU.COM LIMITED Representing 15,000,000 Class A Ordinary Shares FACE="Times New Roman" SIZE="5"> STYLE="line-height:6px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000;width:19%"> This is the initial public offering of Changyou.com Limited, or Changyou. We are offering 3,750,000 American depositary shares, orSs, and the selling shareholder identified in this prospectus is offering 3,750,000Ss.] [FACE="Times New Roman" SIZE="2">THEMPANIES LAW (2007 REVISION)MPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF CHANGYOU.COM LIMITED SIZE="2">(Adopted by aecial resolution passed on March16, 2009) 1. The name of thempany is Changyou.com Limited. 2. The Registered Office of thempany shall be at the offices of Offshoreorporations (Cayman) Limited,otia Centre, 4th Floor, P.O. Box] [DRAFT ONLY FACE="Times New Roman" SIZE="2">Scotia Centre P.O. Box 884 FACE="Times New Roman" SIZE="2">Grandyman1-1103YMAN ISLANDS Tel: (345) 949-2648 Fax: (345) 949-8613 www.campbells.com.ky E-mail:mpbells@campbells.com.ky Your Ref: Our Ref: Direct Email:/vc/ourtney@campbells.com.ky [ BY DHL Changyou.com Limited FACE="Times New Roman" SIZE="2">c/o Offshoreorporations Limited P.O. Box 2804 GT] [DRAFT FACE="Times New Roman" SIZE="2"> FORM OF OPINION OF GOULSTON& STORRS, P.C. REGARDING CERTAIN U.S. TAX MATTERS [Goulston& Storrs, P.C. Letterhead] SIZE="2">Changyou.com Limited East Tower, Jing Yan Building SIZE="2">No.29 Shijingshan Road, Shijingshan District Beijing 100043 FACE="Times New Roman" SIZE="2">Peoples Republic of China Re: ClassA Ordinary Shares of Changyou.com Limited represented by] [FACE="Times New Roman" SIZE="2">2008 SHAREENTIVE PLAN CHANGYOU.COM LIMITED 2008 SHAREENTIVE PLAN FACE="Times New Roman" SIZE="2"> 1. Purposes of this Plan 2. Definitions SIZE="2">Awardreement means a written or electronic document orreement setting forth the terms andnditions of aecific Award. SIZE="2">Board means the Board of Directors of thempany.] [FORM OF INDEMNIFICATIONREEMENT FACE="Times New Roman" SIZE="2"> This Indemnificationreement (Agreement) is made of by and between Changyou.com Limited, ayman Islandsmpany (thempany), and (Indemnitee). SIZE="2">WHEREAS, thempany wishes to attract and retain the services of Indemnitee, to serve a member of the board of directors (Director) or an officer (Officer) of thempany; and] [FORM OF EXECUTIVE EMPLOYMENTREEMENT FACE="Times New Roman" SIZE="2"> EXECUTIVE EMPLOYMENTREEMENT (thisreement), effective of March Definitions Annex 1 FACE="Times New Roman" SIZE="2">1. Employment; Duties 2. Annex 2 (a) Thempanyrees to employ the Employee in thepacity and with such responsibilities are generally set forth on] [FORM OF EXECUTIVE EMPLOYEE NON-COMPETITION, NON-SOLICITATION, FACE="Times New Roman" SIZE="2">NFIDENTIAL INFORMATION AND WORK PRODUCTREEMENT Innsideration of my employment and thempensation paid to me by Changyou.com Limited, ayman Islandmpany, or a subsidiary or variable interest entity thereof (Changyou.com Limited or any such subsidiary or variable interest entity referred to herein individually andllectively Changyou), and the equity] [SHARE SUBSCRIPTIONREEMENT FACE="Times New Roman" SIZE="2"> Share Subscriptionreement FACE="Times New Roman" SIZE="2">This Share Subscriptionreement (thisreement) is made of January15, 2009 among: (1) CHANGYOU.COM LIMITED (2) PROMINENCE INVESTMENTS (3) SOHU.COM solely for purposes of Section3.4.1, Section3.7.3, Section4 and Section6, (4) SOHU.COM (GAME) LIMITED solely for purposes of Section3.4.1,] [CHANGYOU.COM LIMITED FACE="Times New Roman" SIZE="2"> FORM OF RESTRICTED SHARE UNITREEMENT (CLASS B ORDINARY SHARES) This Restricted Share Unitreement (thisreement) is made of March , 2009 by and between Changyou.com Limited, ampanyorporated under the laws of theyman Islands (thempany), and [] (the Executive).lpitalized terms used herein, to the extent not defined herein, shall have the] [FACE="Times New Roman" SIZE="2">FORM OF RESTRICTED SHARE UNITREEMENT Changyou.com Limited Form of Restricted Share Unitreement FACE="Times New Roman" SIZE="2"> (Class B Ordinary Shares) This Restricted Share Unitreement Changyou.com Limitedlpitalized terms used herein, to the extent not defined, shall have the meanings set forth in thempanys 2008 Shareentive Plan (the Plan).] [FACE="Times New Roman" SIZE="2">FORM OF LOANREEMENTS FORM OF LOANREEMENT FACE="Times New Roman" SIZE="2"> This Loanreement (thereement) is entered into of August20, 2008 between and by the following Parties in Beijing, Peoples Republic of China (China or): PartyA: Beijing AmazGamee Internet Technology Party B:] [FACE="Times New Roman" SIZE="2">FORM OF EQUITY INTEREST PURCHASE RIGHTSREEMENT FORM OF EQUITY INTEREST PURCHASEREEMENT FACE="Times New Roman" SIZE="2"> This Equity Interest Purchasereement (thisreement) is entered into of August20, 2008 between and by the following Parties in Beijing, Peoples Republic of China (China or): PartyA: Beijing AmazGamee Internet Technology] [FORM OF EQUITY INTEREST PLEDGEREEMENT This Amended and Restated Equity Interest Pledgereement (hereinafter thisreement) is entered into in Beijing, Peoples Republic of China (PRC or China) on they of August20, 2008 by the following parties: Pledgor: , with thedress of ; and ID number of .] [Form of Power of Attorney I, , citizen of the Peoples Republic of China (the) with ID No. of , is the shareholder of Beijing Gameasee Digital Technology (Gamease) 60% equity interest of Gamesase, hereby irrevocably appoint with the following powers and rights during the term of this Power of Attorney:] [BUSINESS OPERATIONREEMENT This Business Operationreement (hereinafter referred to thisreement) is entered into among the following parties in Beijing, Peoples Republic of China (China or) of August20, 2008: Party A: Beijing AmazGamee Internet Technology Party B: Beijing Gameasee Digital Technology] [Beijing Gameasee Digital Technology (as Service Receiver) and Beijing AmazGamee Internet Technology FACE="Times New Roman" SIZE="2">(as Service Provider) Service and Maintenancereementte of December1, 2007 TABLE OFNTENTS 1. Definition 1 2. Exclusivemmission 2 3.ope of Integrated Service 2 4. Authorization] [Confidential Treatment Requested.nfidential portions of this document have been FACE="Times New Roman" SIZE="2"> redacted and have been separately filed with the SEC Technology Support and Utilization Servicereement This Technology Development and Utilization Servicereement (Agreement) is entered into between the following two parties of August20, 2008: (1) Beijing Gameasee Digital Technology with registereddress of Room 1197,] [FACE="Times New Roman" SIZE="2">MASTER TRANSACTIONREEMENT MASTER TRANSACTIONREEMENT between SOHU.COM and CHANGYOU.COM LIMITED January 1, 2009 TABLE OFNTENTS ARTICLE I DOCUMENTS AND ITEMS TO BE DELIVERED PRIOR TO F-1 FILING 5 1.1 Documents to be delivered by Sohu 5 1.2 Documents to be delivered by Changyou, AmazGame and Gamease] [NON-COMPETITIONREEMENT FACE="Times New Roman" SIZE="2"> NON-COMPETITIONREEMENT This Non-Competitionreement isted of January 1, 2009, by and between Sohu.com a Delawarerporation (Sohu), and Changyou.com Limited, ayman Islandsrporation (Changyou). Sohu and Changyou are individually referred to a Party, and together the Parties.pitalized terms used herein and not otherwise defined shall have the meaningscribed to such terms in Article] [MARKETING SERVICESREEMENT FACE="Times New Roman" SIZE="2"> This Marketing Servicesreement isted of January1, 2009, by and between Sohu.com a Delawarerporation (together with its subsidiaries and variable interest entities, Sohu), and Changyou.com Limited, ayman Islandsrporation (together with its subsidiaries and variable interest entity, Changyou). Sohu and Changyou are individually referred to a Party, and together the Parties.pitalized] [Beijing Sohu New Era Information Technology (as Transferor) And Beijing Gameasee Digital Technology SIZE="2">(as Transferee)set Transferreement FACE="Times New Roman" SIZE="2">November23, 2007ntent 1. THE TRANSFER OF THE ACQUISITION 3 2. CLOSINGTE 3 3. THE PRICE OF ACQUISITION AND PAYMENT 3 4. PRECONDITIONS 3] [Beijing Sohu New Era Information FACE="Times New Roman" SIZE="2"> Technology (as Transferor) And Beijing Gameasee Digital Technology FACE="Times New Roman" SIZE="2">(as Transferee)set Transferreement November23, 2007ntent 1. THE TRANSFER OF THE ACQUISITION 3 2. CLOSINGTE 3 3. THE PRICE OF ACQUISITION AND PAYMENT] [Service Transferreement FACE="Times New Roman" SIZE="2"> PartyA: Beijing Sohu New Era Information Technology PartyB: Beijing Gameasee Digital Technology Whereas: 1. Party A and Beijing Fire Fox Digital Technology entered into a Tian Long Ba Bu (TLBB) Online Game Testing Operationoperationreement (No. 07-GNL-0647) (Operationreement) from May1, 2007 to November30, 2007 (Testing Operation Term). To perform the] [Technology Transferreement Project:pyright Transfer of Tian Long Ba Bu Online Game Software v1.0 Transferee (Party A): Beijing Gameasee Digital Technology SIZE="2"> Transferor (Party B): Beijing Fire Fox Digital Technology Place of Signing: Haidian District, Beijingte of Signing: November10, 2007 SIZE="2"> Effective Term: from November10, 2007 to December31, 2007] [Trademarksignmentreement FACE="Times New Roman" SIZE="2"> Transferor: Beijing Fire Fox Digital Technology (Party A) Transferee: Beijing Gameasee Digital Technology (Party B) Trademark Law of the Peoples Republic of China Implementation Rules of the Trademark Law According to Article 39 of the I. Name of the Transferred Trademarks:] [Confidential Treatment Requested.nfidential portions of this document have been redacted and have FACE="Times New Roman" SIZE="2"> been separately filed with the SEC. SIZE="2"> GAME LICENSEREEMENT BY and BETWEEN Beijing Sohu Internet Information Service Beijing Huohu Digital Technology FACE="Times New Roman" SIZE="2"> AND FPT Telecom FOR] [SUPPLEMENT TO GAME LICENSE FACE="Times New Roman" SIZE="2">REEMENT BY and BETWEEN Beijing Sohu Internet Information Service Beijing Huohu Digital Technology SIZE="2">AND Beijing Gameasee Digital Technology AND FPT Telecom FOR Tian Long Ba Bu Supplementaryreement This st Game Licensereement Beijing Sohu Internet Information Service] [OPERATIONREEMENT FACE="Times New Roman" SIZE="2"> OPERATIONREEMENT FACE="Times New Roman" SIZE="2">Party A: Beijing Pixel Software Technology Party B: Beijing Gameasee Digital Technology After friendly negotiation, Party A and Party B have reached thisreement regarding Party Bs operation of Party on-line games (acting Partyent),luding Blade and Sword Online which was developed in 2003 and its upgraded version] [TRADEMARK LICENCENTRACT FACE="Times New Roman" SIZE="2"> Trademark Licencentract Party A: Beijing Pixel Software Technology Party B: Beijing Gameasee Digital Technology Party A and Party B, following the principles of voluntariness and good faith and upon the mutualreement throughnsultations, enter into this Trademark Licencentract.] [Confidential Treatment Requested.nfidential portions of this document have been redacted and FACE="Times New Roman" SIZE="2"> have been separately filed with the SEC. SIZE="2"> Game Software Licensereement This Game Software Licensereement is entered into of December3, 2007 between the following two Parties: PartyA: Beijing Gameasee Digital Technology (Gamease)] [Confidential Treatment Requested.nfidential portions of this document have been redacted and have FACE="Times New Roman" SIZE="2"> been separately filed with the SEC. SIZE="2"> Online Game of Tian Long Ba Bu Proxy and Licensereement Traditional Chinese Version (Taiwan Region) FACE="Times New Roman" SIZE="2"> Licensor (Party A): Beijing Gameasee Digital Technology] [Confidential Treatment Requested.nfidential portions of this document have been redacted and have FACE="Times New Roman" SIZE="2"> been separately filed with the SEC. SIZE="2"> Online Game Tian Long Ba Bu Proxy and Licensereement Traditional Chinese Version FACE="Times New Roman" SIZE="2"> Licensor (Party A): Beijing Gameasee Digital Technology] [Confidential Treatment Requested.nfidential portions of this document have been redacted and FACE="Times New Roman" SIZE="2"> have been separately filed with the SEC. SIZE="2"> Game Software Licensereement This Game Software Licensereement is entered into of July21, 2008 between the following two Parties: PartyA: Beijing Gameasee Digital Technology (Gamease)] [Confidential Treatment Requested.nfidential portions of this document have been redacted and FACE="Times New Roman" SIZE="2"> have been separately filed with the SEC. SIZE="2">mputer Online Game Softwareaptation Licensereement FACE="Times New Roman" SIZE="2"> Works: Tian Long Ba Bupyright Owner: Louis Chaaptation Licensor: Louis Chadress: * SIZE="2">(Tel:* , Fax:* )] [Confidential Treatment Requested.nfidential portions of this document have been redacted and FACE="Times New Roman" SIZE="2"> have been separately filed with the SEC. SIZE="2">mputer Online Game Softwareaptation Licensereement FACE="Times New Roman" SIZE="2"> Works: Duke of Mount Deerpyright Owner: Louis Chaaptation Licensor: Louis Chadress:* SIZE="2">(Tel:*, Fax:*)] [Confidential Treatment Requested.nfidential portions of this document have been redacted and FACE="Times New Roman" SIZE="2"> have been separately filed with the SEC. SIZE="2">mputer Online Game Softwareaptation Licensereement FACE="Times New Roman" SIZE="2"> Works: Tian Long Ba Bupyright Owner: Louis Chaaptation Licensor: Louis Chadress:* SIZE="2">(Tel:*, Fax:*)] [LEASENTRACT FACE="Times New Roman" SIZE="2"> BETWEEN BEIJING JINGYAN HOTEL FACE="Times New Roman" SIZE="2"> AND BEIJING AMAZGAMEE INTERNET TECHNOLOGYntract No.: 07-ES-0579 STYLE="line-height:6px;margin-top:0px;margin-bottom:2px;border-bottom:1pt solid #000000;width:21%"> Table ofntents Article1 Rent and Other Expenses 6 1.1 Leased Area 6 1.2 Lease Term, Rent and Deposit 6 1.2.1] [FACE="Times New Roman" SIZE="2"> Changyou.com HK Limited,orporated in Hong Kong. Beijing AmazGamee Internet Technologyorporated in the dex211.htm 39 EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FACE="Times New Roman" SIZE="2"> We herebynsent to the use in this Registration Statement on Form F-1 of our reportted February 13, 2009, except Notes 1c(iii) and 18b. and c. to which thete is March 17, 2009, relating to the financial statements of Changyou.com Limited, which appears in such] [American Appraisal China Limited 1506h Sing Financial Centre SIZE="2"> 108 Gloucester Road/Wanchai/Hong Kong Tel +852 2511 5200 / Fax +852 2511 9626 Leading / Thinking / Performing The Board of Directors SIZE="2">Changyou.com East Tower, JingYan Building, SIZE="2">No.29 Shijingshan Road, Shijingshan District, Beijing 100043 Subject: WRITTENNSENT OF AMERICAN APPRAISAL CHINA LIMITED] [IDC Letterhead SIZE="2"> IDCia/Pacific FACE="Times New Roman" SIZE="2">80on Road, #38-00 Fuji Xerox Towers Singapore 079907 www.idc.com.sg Merrill Lynch Global Markets and Investment Banking 17/F Citibank Tower, 3 Garden Road, Central Hong Kong For Client: Changeyou.com Limited SIZE="2"> East Tower, Jing Yan Hotel No.29 Shijingshan Road, Shijingshan District FACE="Times New Roman" SIZE="2">] [CHANGYOU.COM LIMITED FACE="Times New Roman" SIZE="2">DE OF ETHICS ANDNDUCT FOR DIRECTORS, OFFICERS, AND EMPLOYEESS It is the policy of Changyou.com Limited, ayman Islandsmpany, that the directors, officers, and employees of Changyou.com Limited and each of its subsidiaries and variable interest entities (collectively, thempany)here to the following principles governing their professional and ethicalnduct in the fulfillment] [Commerce& Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing,; Postcode: 100022 Tel: (8610)65693399 Fax: (8610)65693838, 65693836, 65693837, 65693839 E-maild: beijing@tongshang.com Website: www.tongshang.com.cn FACE="Times New Roman" SIZE="2">March 17, 2009 Changyou.Com Limited SIZE="2">East Tower, Jing Yan Building, No.29 Shijingshan Road, SIZE="2">Shijingshan District Beijing 100043 Peoples Republic of China]

By | 2016-02-04T21:56:26+00:00 March 17th, 2009|Categories: Chinese Stocks, CYOU, Webplus ver|Tags: , , , , , |0 Comments
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DL [China Distance Education] F-1: (Original Filing)

[Subject to Completion Preliminary Prospectus Dated , 2008 American Depositary Shares China Distance Education Holdings Limited Representing Ordinary Shares This is the initial public offering of our American Depositary Shares, or ADSs. Each ADS represents the right to receive ordinary shares. We have granted the underwriters an option to purchase up to additional ADSs from us at the public offering] [THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS EXEMPTED COMPANY LIMITED BY SHARES AMENDED & RESTATED MEMORANDUM OF ASSOCIATION OF China Distance Education Holdings Limited (adopted by a special resolution dated March 7, 2008) 1. The name of the Company is China Distance Education Holdings Limited. 2. The Registered Office of the Company shall be at the offices of] [EX-4.1 3 dex41.htm FORM OF ORDINARY SHARE CERTIFICATE.] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHINA DISTANCE EDUCATION HOLDINGS LIMITED (adopted by a special resolution passed on [ 1. NAME The name of the Company is China Distance Education Holdings Limited. 2. REGISTERED OFFICE The Registered Office of the Company shall be at the offices of Codan Trust Company] [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] [[O’MELVENY & MYERS LLP LETTERHEAD] July China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road Haidian District Beijing 100083, China Re: American Depositary Shares (the “ADSs”), each representing [ ] common shares of China Distance Education Holdings Limited (the “Company”) Ladies and Gentlemen: Respectfully submitted, 2 EX-8.1 6 dex81.htm FORM OF OPINION OF O'MELVENY & MEYERS] [[ ] May 2008 China Distance Education Holdings Limited DIRECT LINE: 2842 9531 18th Floor, XueYuan International Tower E-MAIL: Anna.Chong@conyersdillandpearman.com No.1 ZhiChun Road, HaiDian District OUR REF: AC/al/M872163/#270009 Beijing YOUR REF: China Dear Sirs, China Distance Education Holdings Limited (the “Company”) For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i)] [TECHNICAL SUPPORT AND CONSULTANCY SERVICES AGREEMENT This Technical Support and Consulting Services Agreement (the “Agreement”) is entered into as of May 1, 2004 in Beijing, the People’s Republic of China (the “PRC”) between the following two parties: Party A: Beijing Champion Distance Education Technology Co., Ltd., a wholly foreign owned enterprise incorporated in the PRC, with address at Room A-21,] [Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of May 1, 2004 by and between the following parties: Pledgee: Beijing Champion Distance Education Technology Co., Ltd. Registered Address: Room A-211, kemao Building, China Agriculture University, No. 2, Tsinghua East Road, Haidian District, Beijing City Fax Number: 010-82386679 Pledgor: Zhu Zheng Dong] [Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of May 1, 2004 by and between the following parties: Pledgee: Beijing Champion Distance Education Technology Co., Ltd. Registered Address: Room A-211, kemao Building, China Agriculture University, No. 2, Tsinghua East Road, Haidian District, Beijing City Fax Number: 010-82386679 Pledgor: Yin Bao Hong] [CONTRACT RELATING TO THE EXCLUSIVE PURCHASE RIGHT OF AN EQUITY INTEREST The Contract Relating to the Exclusive Purchase Right of An Equity Interest, dated as of May 9, 2004 (this “Contract”), is made in Beijing by and among: (1) China Distance Education Limited (the “Party A”), a limited liability company incorporated and existing under the laws of Hong Kong; (2)] [CONTRACT RELATING TO THE EXCLUSIVE PURCHASE RIGHT OF AN EQUITY INTEREST The Contract Relating to the Exclusive Purchase Right of An Equity Interest, dated as of May 9, 2004 (this “Contract”), is made in Beijing by and among: (1) China Distance Education Limited (the “Party A”), a limited liability company incorporated and existing under the laws of Hong Kong; (2)] [Agreement for Courseware Royalty-Free Use This Agreement for Courseware Royalty-Free Use (“the Agreement”) is made and entered into this 1st day of August, 2004 in Beijing, the People’s Republic of China (“China”) by and between the Parties as shown below. PARTIES: Party A: Beijing Champion Science and Technology Co. Ltd, Registered Office: Room 106 and 215, Block A, Kemao Building,] [Software Licensing Agreement This Software Licensing Agreement (“the Contract”) is made and entered into this 20th day of May, 2007 in Beijing by and between the Parties as shown below. PARTIES: Licensor: Registered Office: Room 1805, Institute International Building, Number 1, Zhichun Road, Haidian District, Beijing Facsimile: +86 – 10 – 8233 0109 Licensee: Registered Office: Room 1806, Institute International] [Agreement for Courseware Making This Agreement for Courseware Making (“the Agreement”) is made and entered into this 20 th day of May, 2007 in Beijing by and between the Parties as shown below. PARTIES: Party A: Beijing Champion Science and Technology Co. Ltd, a limited liability company duly organized and existing under the laws of the People’s Republic of China] [Beijing Champion Hi-Tech Co., Ltd. To: I hereby further undertake irrevocably that: I shall provide financial support to you in any case of loss regardless of the Request made or not. Yours Faithfully, Beijing Champion Distance Education Technology Co., Ltd. EX-10.9 16 dex109.htm LETTER OF UNDERTAKING] [LETTER OF UNDERTAKING Beijing Champion Distance Education Technology Co., Ltd To: We, Zhu Zhengdong and Yin Baohong, respectively and irrevocably, hereby covenant with and undertake to Champion Technology as at the date hereof that: (a) If, as a shareholder of Beijing Champion Hi-Tech Co., Ltd (“Beijing Champion”), I receive any dividends, interests, other distributions or remnant assets after liquidation from] [STATEMENT I, Zhu Zhengdong, the resident of People’s Republic of China (hereafter “China”) and the ID card number 320102196806142439, am now possessing 79% equity right of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”). I, as the shareholder of S&T Company, hereby make the following statements about the profit distribution and other affairs: 1. The profit distribution] [STATEMENT I, Yin Baohong, the resident of People’s Republic of China (hereafter “China”) and the ID card number 320102196710242849, am now possessing 21% equity right of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”). I, as the shareholder of S&T Company, hereby make the following statements about the profit distribution and other affairs: 1. The profit distribution] [LETTER OF AUTHORIZATION I, Zhu Zhengdong, the resident of People’s Republic of China (hereafter “China”) and the ID card number 320102196806142439, am the shareholder who possesses 79% equity right (hereafter “Personal Equity”) of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”). I hereby, for my Personal Equity, irrevocably authorize the person appointed by Beijing Champion Distance Education] [LETTER OF AUTHORIZATION I, Yin Baohong, the resident of People’s Republic of China (hereafter “China”) and the ID card number 320102196710242849, am the shareholder who possesses 21% equity right (hereafter “Personal Equity”) of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”). I hereby, for my Personal Equity, irrevocably authorize the person appointed by Beijing Champion Distance Education] [NOTICE TO: Beijing Dongda Zhengbao Science and Technology Co., Ltd, and Mr. Zhu Zhengdong Ms. Yin Baohong According to the letter of authorization issued respectively by Mr. Zhu Zhengdong and Ms. Yin Baohong, the shareholders of Beijing Dongda Zhengbao Science and Technology Co., Ltd, on March 25th, 2008 to our company Beijing Champion Distance Education Technology Co., Ltd (hereafter collectively] [CONFIRMATION TO: China Distance Education Holdings Limited We, Zhu Zhengdong and Yin Baohong, hereby confirm that we should donate the foreign exchange of the value equals to RMB 3,200,000.00 for free to China Distance Education Holdings Limited as of May 1 st , 2004 Zhu Zhengdong Yin Baohong March 25 th , 2008 1] [CONFIRMATION TO: Beijing Champion Distance Education Technology Co., Ltd We, Zhu Zhengdong and Yin Baohong, as the shareholders of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”), hereby irrevocably make the following confirmation to Beijing Champion Distance Education Technology Co., Ltd (hereafter “Champion Company”) about the equity right of S&T Company we hold: We, hereby confirm that] [SHAREHOLDERS AGREEMENT Agreement Company “CDEL HK” PRC Subsidiary, PRC Subsidiaries PRC PRC LLC PRC Companies PRC Company Champion Shine Empire China ZZD Ordinary Shareholders Ordinary Shareholder Founder Founder Orchid III Orchid Co-Investment Artson Investors Investor Orchid Group Companies Group Company Covenantors Covenantor Parties Party Business Days THIS SHAREHOLDERS AGREEMENT (this “ RECITALS inter alia Prior Agreement (A) The Ordinary Shareholders,] [CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Agreement is made on Party A: Beijing Champion Distance Education Technology Co., Ltd Legal representative: Zhengdong Zhu Party B: ID: Address: WHEREAS: 1. Party A is a professional Hi-tech enterprise engaging in modern remote education and related technologies, in which Confidential Business Information (see below for definition) is the important intangible asset of Party A,] [CHINA DISTANCE EDUCATION HOLDINGS LIMITED SHARE INCENTIVE PLAN PREFACE This Plan is divided into two separate equity programs: (1) the option grant program set forth in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the Administrator, be granted Options, and (2) the share award program set forth in Section 6 under which] [CHINA DISTANCE EDUCATION HOLDINGS LIMITED 2008 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN Plan Company The purpose of this China Distance Education Holdings Limited 2008 Performance Incentive Plan (this “ 2. ELIGIBILITY “Eligible Person” “Securities Act” “Subsidiary” “Control” “Board” The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that] [Wholly Owned Subsidiaries: - China Distance Education Limited, incorporated in Hong Kong Special Administrative Region - Beijing Champion Distance Education Technology Co., Ltd., incorporated in the People’s Republic of China - Beijing Champion Education Technology Co., Ltd., incorporated in the People’s Republic of China - Caikaowang Company Limited, incorporated in the People’s Republic of China Majority Owned Subsidiary: - Beijing] [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 March 31, 2008 in the Registration Statement and related Prospectus of China Distance Education Holdings Limited dated July 7, 2008. Shenzhen, the People’s Republic of China July 2, 2008 EX-23.1 30 dex231.htm CONSENT] [July 7, 2008 Company China Distance Education Holdings Limited (the “ 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Ladies and Gentlemen: Sincerely yours, Jingtian & Gongcheng EX-23.3 31 dex233.htm CONSENT OF JINGTIAN & GONGCHENG] [American Appraisal China Limited 1506 / Dah Sing Financial Centre 108 Gloucester Road / Wanchai / Hong Kong Tel +852 2511 5200 / Fax +852 2511 9626 Leading / Thinking / Performing July 3, 2008 China Distance Education Holdings Limited 18/F., Xueyuan Guoji Tower No.1 Zhichun Road, Haidian District Beijing, China 100083 Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED] [March 28, 2008 China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Attention: Mr. Zhengdong Zhu Letter of Authorization to Use Research Data of iResearch in Registration Statement Re: Dear Mr. Zhengdong Zhu: iResearch Registration Statement iResearch Consulting Group (“ This consent will remain in effect from the] [March 28, 2008 China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Attention: Mr. Zhengdong Zhu Letter of Authorization to Use CCID Research Data in Registration Statement Re: Dear Mr. Zhengdong Zhu: CCID Registration Statement CCID China Market Intelligence Center (“ This consent will remain in effect from] [China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road Haidian District Beijing 100083, China Subject: Written Consent Re Filing of Registration Statement of China Distance Education Holdings Limited Ladies and Gentlemen: Sincerely yours, Carol Yu Dated: July 2, 2008 EX-23.7 35 dex237.htm CONSENT OF CAROL YU] [CHINA DISTANCE EDUCATION HOLDINGS LIMITED CODE OF BUSINESS CONDUCT AND ETHICS (July Company Code Employee Employees China Distance Education Holdings Limited and its subsidiaries and consolidated affiliated entities (collectively, the “ Application of the Code 1. Code Does Not Constitute an Employment Contract 2. Conflicts of Interest 3. 3.1 Conflicts of Interest Prohibited Board 3.2 Identifying Conflicts of Interest Employee’s] [INGTIAN ONGCHENG J TTORNEYS AT AW A l [ To: China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road Haidian District Beijing 100083, China Ladies and Gentlemen, — In rendering this opinion, we have examined the originals, or copies certified or otherwise identified to our satisfaction, of documents provided to us by the Company and such]

By | 2016-03-26T01:58:20+00:00 July 7th, 2008|Categories: Chinese Stocks, DL, SEC Original|Tags: , , , , , |0 Comments
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DL [China Distance Education] F-1: Subject to Completion Preliminary Prospectus Dated , 2008

[Subject to Completion Preliminary Prospectus Dated , 2008 American Depositary Shares China Distance Education Holdings Limited Representing Ordinary Shares This is the initial public offering of our American Depositary Shares, or ADSs. Each ADS represents the right to receive ordinary shares. We have granted the underwriters an option to purchase up to additional ADSs from us at the public offering] [THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS EXEMPTED COMPANY LIMITED BY SHARES AMENDED & RESTATED MEMORANDUM OF ASSOCIATION OF China Distance Education Holdings Limited (adopted by a special resolution dated March 7, 2008) 1. The name of the Company is China Distance Education Holdings Limited. 2. The Registered Office of the Company shall be at the offices of] [EX-4.1 3 dex41.htm FORM OF ORDINARY SHARE CERTIFICATE.] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHINA DISTANCE EDUCATION HOLDINGS LIMITED (adopted by a special resolution passed on [ 1. NAME The name of the Company is China Distance Education Holdings Limited. 2. REGISTERED OFFICE The Registered Office of the Company shall be at the offices of Codan Trust Company] [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] [[O’MELVENY & MYERS LLP LETTERHEAD] July China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road Haidian District Beijing 100083, China Re: American Depositary Shares (the “ADSs”), each representing [ ] common shares of China Distance Education Holdings Limited (the “Company”) Ladies and Gentlemen: Respectfully submitted, 2 EX-8.1 6 dex81.htm FORM OF OPINION OF O'MELVENY & MEYERS] [[ ] May 2008 China Distance Education Holdings Limited DIRECT LINE: 2842 9531 18th Floor, XueYuan International Tower E-MAIL: Anna.Chong@conyersdillandpearman.com No.1 ZhiChun Road, HaiDian District OUR REF: AC/al/M872163/#270009 Beijing YOUR REF: China Dear Sirs, China Distance Education Holdings Limited (the “Company”) For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i)] [TECHNICAL SUPPORT AND CONSULTANCY SERVICES AGREEMENT This Technical Support and Consulting Services Agreement (the “Agreement”) is entered into as of May 1, 2004 in Beijing, the People’s Republic of China (the “PRC”) between the following two parties: Party A: Beijing Champion Distance Education Technology Co., Ltd., a wholly foreign owned enterprise incorporated in the PRC, with address at Room A-21,] [Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of May 1, 2004 by and between the following parties: Pledgee: Beijing Champion Distance Education Technology Co., Ltd. Registered Address: Room A-211, kemao Building, China Agriculture University, No. 2, Tsinghua East Road, Haidian District, Beijing City Fax Number: 010-82386679 Pledgor: Zhu Zheng Dong] [Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of May 1, 2004 by and between the following parties: Pledgee: Beijing Champion Distance Education Technology Co., Ltd. Registered Address: Room A-211, kemao Building, China Agriculture University, No. 2, Tsinghua East Road, Haidian District, Beijing City Fax Number: 010-82386679 Pledgor: Yin Bao Hong] [CONTRACT RELATING TO THE EXCLUSIVE PURCHASE RIGHT OF AN EQUITY INTEREST The Contract Relating to the Exclusive Purchase Right of An Equity Interest, dated as of May 9, 2004 (this “Contract”), is made in Beijing by and among: (1) China Distance Education Limited (the “Party A”), a limited liability company incorporated and existing under the laws of Hong Kong; (2)] [CONTRACT RELATING TO THE EXCLUSIVE PURCHASE RIGHT OF AN EQUITY INTEREST The Contract Relating to the Exclusive Purchase Right of An Equity Interest, dated as of May 9, 2004 (this “Contract”), is made in Beijing by and among: (1) China Distance Education Limited (the “Party A”), a limited liability company incorporated and existing under the laws of Hong Kong; (2)] [Agreement for Courseware Royalty-Free Use This Agreement for Courseware Royalty-Free Use (“the Agreement”) is made and entered into this 1st day of August, 2004 in Beijing, the People’s Republic of China (“China”) by and between the Parties as shown below. PARTIES: Party A: Beijing Champion Science and Technology Co. Ltd, Registered Office: Room 106 and 215, Block A, Kemao Building,] [Software Licensing Agreement This Software Licensing Agreement (“the Contract”) is made and entered into this 20th day of May, 2007 in Beijing by and between the Parties as shown below. PARTIES: Licensor: Registered Office: Room 1805, Institute International Building, Number 1, Zhichun Road, Haidian District, Beijing Facsimile: +86 – 10 – 8233 0109 Licensee: Registered Office: Room 1806, Institute International] [Agreement for Courseware Making This Agreement for Courseware Making (“the Agreement”) is made and entered into this 20 th day of May, 2007 in Beijing by and between the Parties as shown below. PARTIES: Party A: Beijing Champion Science and Technology Co. Ltd, a limited liability company duly organized and existing under the laws of the People’s Republic of China] [Beijing Champion Hi-Tech Co., Ltd. To: I hereby further undertake irrevocably that: I shall provide financial support to you in any case of loss regardless of the Request made or not. Yours Faithfully, Beijing Champion Distance Education Technology Co., Ltd. EX-10.9 16 dex109.htm LETTER OF UNDERTAKING] [LETTER OF UNDERTAKING Beijing Champion Distance Education Technology Co., Ltd To: We, Zhu Zhengdong and Yin Baohong, respectively and irrevocably, hereby covenant with and undertake to Champion Technology as at the date hereof that: (a) If, as a shareholder of Beijing Champion Hi-Tech Co., Ltd (“Beijing Champion”), I receive any dividends, interests, other distributions or remnant assets after liquidation from] [STATEMENT I, Zhu Zhengdong, the resident of People’s Republic of China (hereafter “China”) and the ID card number 320102196806142439, am now possessing 79% equity right of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”). I, as the shareholder of S&T Company, hereby make the following statements about the profit distribution and other affairs: 1. The profit distribution] [STATEMENT I, Yin Baohong, the resident of People’s Republic of China (hereafter “China”) and the ID card number 320102196710242849, am now possessing 21% equity right of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”). I, as the shareholder of S&T Company, hereby make the following statements about the profit distribution and other affairs: 1. The profit distribution] [LETTER OF AUTHORIZATION I, Zhu Zhengdong, the resident of People’s Republic of China (hereafter “China”) and the ID card number 320102196806142439, am the shareholder who possesses 79% equity right (hereafter “Personal Equity”) of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”). I hereby, for my Personal Equity, irrevocably authorize the person appointed by Beijing Champion Distance Education] [LETTER OF AUTHORIZATION I, Yin Baohong, the resident of People’s Republic of China (hereafter “China”) and the ID card number 320102196710242849, am the shareholder who possesses 21% equity right (hereafter “Personal Equity”) of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”). I hereby, for my Personal Equity, irrevocably authorize the person appointed by Beijing Champion Distance Education] [NOTICE TO: Beijing Dongda Zhengbao Science and Technology Co., Ltd, and Mr. Zhu Zhengdong Ms. Yin Baohong According to the letter of authorization issued respectively by Mr. Zhu Zhengdong and Ms. Yin Baohong, the shareholders of Beijing Dongda Zhengbao Science and Technology Co., Ltd, on March 25th, 2008 to our company Beijing Champion Distance Education Technology Co., Ltd (hereafter collectively] [CONFIRMATION TO: China Distance Education Holdings Limited We, Zhu Zhengdong and Yin Baohong, hereby confirm that we should donate the foreign exchange of the value equals to RMB 3,200,000.00 for free to China Distance Education Holdings Limited as of May 1 st , 2004 Zhu Zhengdong Yin Baohong March 25 th , 2008 1] [CONFIRMATION TO: Beijing Champion Distance Education Technology Co., Ltd We, Zhu Zhengdong and Yin Baohong, as the shareholders of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”), hereby irrevocably make the following confirmation to Beijing Champion Distance Education Technology Co., Ltd (hereafter “Champion Company”) about the equity right of S&T Company we hold: We, hereby confirm that] [SHAREHOLDERS AGREEMENT Agreement Company “CDEL HK” PRC Subsidiary, PRC Subsidiaries PRC PRC LLC PRC Companies PRC Company Champion Shine Empire China ZZD Ordinary Shareholders Ordinary Shareholder Founder Founder Orchid III Orchid Co-Investment Artson Investors Investor Orchid Group Companies Group Company Covenantors Covenantor Parties Party Business Days THIS SHAREHOLDERS AGREEMENT (this “ RECITALS inter alia Prior Agreement (A) The Ordinary Shareholders,] [CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Agreement is made on Party A: Beijing Champion Distance Education Technology Co., Ltd Legal representative: Zhengdong Zhu Party B: ID: Address: WHEREAS: 1. Party A is a professional Hi-tech enterprise engaging in modern remote education and related technologies, in which Confidential Business Information (see below for definition) is the important intangible asset of Party A,] [CHINA DISTANCE EDUCATION HOLDINGS LIMITED SHARE INCENTIVE PLAN PREFACE This Plan is divided into two separate equity programs: (1) the option grant program set forth in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the Administrator, be granted Options, and (2) the share award program set forth in Section 6 under which] [CHINA DISTANCE EDUCATION HOLDINGS LIMITED 2008 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN Plan Company The purpose of this China Distance Education Holdings Limited 2008 Performance Incentive Plan (this “ 2. ELIGIBILITY “Eligible Person” “Securities Act” “Subsidiary” “Control” “Board” The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that] [Wholly Owned Subsidiaries: - China Distance Education Limited, incorporated in Hong Kong Special Administrative Region - Beijing Champion Distance Education Technology Co., Ltd., incorporated in the People’s Republic of China - Beijing Champion Education Technology Co., Ltd., incorporated in the People’s Republic of China - Caikaowang Company Limited, incorporated in the People’s Republic of China Majority Owned Subsidiary: - Beijing] [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 March 31, 2008 in the Registration Statement and related Prospectus of China Distance Education Holdings Limited dated July 7, 2008. Shenzhen, the People’s Republic of China July 2, 2008 EX-23.1 30 dex231.htm CONSENT] [July 7, 2008 Company China Distance Education Holdings Limited (the “ 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Ladies and Gentlemen: Sincerely yours, Jingtian & Gongcheng EX-23.3 31 dex233.htm CONSENT OF JINGTIAN & GONGCHENG] [American Appraisal China Limited 1506 / Dah Sing Financial Centre 108 Gloucester Road / Wanchai / Hong Kong Tel +852 2511 5200 / Fax +852 2511 9626 Leading / Thinking / Performing July 3, 2008 China Distance Education Holdings Limited 18/F., Xueyuan Guoji Tower No.1 Zhichun Road, Haidian District Beijing, China 100083 Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED] [March 28, 2008 China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Attention: Mr. Zhengdong Zhu Letter of Authorization to Use Research Data of iResearch in Registration Statement Re: Dear Mr. Zhengdong Zhu: iResearch Registration Statement iResearch Consulting Group (“ This consent will remain in effect from the] [March 28, 2008 China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Attention: Mr. Zhengdong Zhu Letter of Authorization to Use CCID Research Data in Registration Statement Re: Dear Mr. Zhengdong Zhu: CCID Registration Statement CCID China Market Intelligence Center (“ This consent will remain in effect from] [China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road Haidian District Beijing 100083, China Subject: Written Consent Re Filing of Registration Statement of China Distance Education Holdings Limited Ladies and Gentlemen: Sincerely yours, Carol Yu Dated: July 2, 2008 EX-23.7 35 dex237.htm CONSENT OF CAROL YU] [CHINA DISTANCE EDUCATION HOLDINGS LIMITED CODE OF BUSINESS CONDUCT AND ETHICS (July Company Code Employee Employees China Distance Education Holdings Limited and its subsidiaries and consolidated affiliated entities (collectively, the “ Application of the Code 1. Code Does Not Constitute an Employment Contract 2. Conflicts of Interest 3. 3.1 Conflicts of Interest Prohibited Board 3.2 Identifying Conflicts of Interest Employee’s] [INGTIAN ONGCHENG J TTORNEYS AT AW A l [ To: China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road Haidian District Beijing 100083, China Ladies and Gentlemen, — In rendering this opinion, we have examined the originals, or copies certified or otherwise identified to our satisfaction, of documents provided to us by the Company and such]

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