TOUR [Tuniu] F-1: (Original Filing)

[PROSPECTUS (Subject to Completion) Issued , 2014 American Depositary Shares Tuniu Corporation REPRESENTING CLASS A ORDINARY SHARES Tuniu Corporation is offering American depositary shares, or ADSs. Each ADS represents three Class A ordinary shares, par value US$0.0001 per share. Our ADSs are listed on the NASDAQ Global Market, or NASDAQ, under the symbol “TOUR.” On December , 2014, the closing] [Direct: +852 2801 6066 Cell: +852 6621 8994 E-mail: rthorp@traversthorpalberga.com Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China 2 December, 2014 Dear Sirs Tuniu Corporation Company Commission Act Registration Statement Shares We have acted as Cayman Islands legal advisers to Tuniu Corporation (the “ 1 Documents Reviewed For the purposes of] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com December 2, 2014 To: Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Dear Sir or Madam, PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement Offering ADSs] [List of Principal Subsidiaries and Consolidated Affiliated Entities of Tuniu Corporation Place of Incorporation Subsidiaries Tuniu (HK) Limited Hong Kong Tuniu (Nanjing) Information Technology Co., Ltd. PRC Beijing Tuniu Technology Co., Ltd. PRC Consolidated Affiliated Entities Nanjing Tuniu Technology Co., Ltd. PRC Beijing Tuniu International Travel Service Co., Ltd. PRC Nanjing Tuniu International Travel Service Co., Ltd. PRC Shanghai Tuniu] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Tuniu Corporation of our report dated March 6, 2014, except for the stock option grant, the adoption of the 2014 Share Incentive Plan, the private placement and the modifications to the Company’s Memorandum and Articles of Association and Series] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com December 2, 2014 To: Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Re: PRC Legal Opinion on Certain PRC Law Matters PRC We are lawyers qualified in the People’s Republic of China (the “]

By | 2016-03-18T06:21:05+00:00 December 2nd, 2014|Categories: Chinese Stocks, SEC Original, TOUR|Tags: , , , , , |0 Comments
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TOUR [Tuniu] F-1: PROSPECTUS (Subject to Completion) Issued , 2014 American

[PROSPECTUS (Subject to Completion) Issued , 2014 American Depositary Shares Tuniu Corporation REPRESENTING CLASS A ORDINARY SHARES Tuniu Corporation is offering American depositary shares, or ADSs. Each ADS represents three Class A ordinary shares, par value US$0.0001 per share. Our ADSs are listed on the NASDAQ Global Market, or NASDAQ, under the symbol “TOUR.” On December , 2014, the closing] [Direct: +852 2801 6066 Cell: +852 6621 8994 E-mail: rthorp@traversthorpalberga.com Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China 2 December, 2014 Dear Sirs Tuniu Corporation Company Commission Act Registration Statement Shares We have acted as Cayman Islands legal advisers to Tuniu Corporation (the “ 1 Documents Reviewed For the purposes of] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com December 2, 2014 To: Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Dear Sir or Madam, PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement Offering ADSs] [List of Principal Subsidiaries and Consolidated Affiliated Entities of Tuniu Corporation Place of Incorporation Subsidiaries Tuniu (HK) Limited Hong Kong Tuniu (Nanjing) Information Technology Co., Ltd. PRC Beijing Tuniu Technology Co., Ltd. PRC Consolidated Affiliated Entities Nanjing Tuniu Technology Co., Ltd. PRC Beijing Tuniu International Travel Service Co., Ltd. PRC Nanjing Tuniu International Travel Service Co., Ltd. PRC Shanghai Tuniu] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Tuniu Corporation of our report dated March 6, 2014, except for the stock option grant, the adoption of the 2014 Share Incentive Plan, the private placement and the modifications to the Company’s Memorandum and Articles of Association and Series] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com December 2, 2014 To: Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Re: PRC Legal Opinion on Certain PRC Law Matters PRC We are lawyers qualified in the People’s Republic of China (the “]

By | 2016-03-18T06:22:51+00:00 December 2nd, 2014|Categories: Chinese Stocks, TOUR, Webplus ver|Tags: , , , , , |0 Comments
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JD [JD.com] F-1: (Original Filing)

[FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JD.com, Inc. Not Applicable Cayman Islands (State or other jurisdiction of 5990 (Primary Standard Industrial Not Applicable (I.R.S. Employer 10th Floor, Building A, North Star Century Center Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z.] [Our ref RDS/688087-000001/7617599v1 Direct tel +852 2971 3046 Email richard .spooner@maplesandcalder.com JD.com, Inc. 10th Floor, Building A, North Star Century Center No. 8 Beichen West Street, Chaoyang District Beijing 100101 People’s Republic of China [ · ] November 2014 Dear Sirs JD.com, Inc. Company Registration Statement Offering ADSs Shares We have acted as Cayman Islands legal advisers to JD.com, Inc.] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] November 21, 2014 JD.com Inc. 10th Floor, Building A, North Star Century Center Re: American Depositary Shares of JD.com Inc. (the “Company”) Ladies and Gentlemen: November 21, 2014 (the “Registration Statement”). In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the] [JD.COM, INC. SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the Share Incentive Plan (the “ a company incorporated under the laws of the Cayman Islands Company (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular] [List of Principal Subsidiaries and Consolidated Variable Interest Entities of JD.com, Inc. Subsidiaries Place of Incorporation Jingdong Technology Group Corporation Cayman Islands Jingdong Logistics Group Corporation Cayman Islands 360buy E-Commerce (JingDong) Hong Kong Co., Ltd. Hong Kong Jingdong E-Commerce (Trade) Hong Kong Co., Ltd. (formerly known as 360buy E-Commerce (Trade) Hong Kong Co., Ltd.) Hong Kong Jingdong E-Commerce (Logistics) Hong] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of JD.com, Inc. of our report dated March 19 , 2014 relating to the consolidated financial statements of JD.com, Inc. , which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of JD.com, Inc. of our report dated March 19, 2014 relating to the combined financial statements of two e-Commerce platforms, www.paipai.com website and www.wanggou.com website of Tencent Holdings Limited , which appears in such Registration Statement. We also consent to] [LEGAL OPINION To: JD.com, Inc. 10th Floor, Building A, North Star Century Center No. 8 Beichen West Street, Chaoyang District Beijing 100101 People’s Republic of China November 21, 2014 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company We act as the PRC counsel to JD.com, Inc. (the “ Offering]

By | 2016-04-01T20:53:43+00:00 November 21st, 2014|Categories: Chinese Stocks, JD, SEC Original|Tags: , , , , , |0 Comments
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JD [JD.com] F-1: FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

[FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JD.com, Inc. Not Applicable Cayman Islands (State or other jurisdiction of 5990 (Primary Standard Industrial Not Applicable (I.R.S. Employer 10th Floor, Building A, North Star Century Center Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z.] [Our ref RDS/688087-000001/7617599v1 Direct tel +852 2971 3046 Email richard .spooner@maplesandcalder.com JD.com, Inc. 10th Floor, Building A, North Star Century Center No. 8 Beichen West Street, Chaoyang District Beijing 100101 People’s Republic of China [ · ] November 2014 Dear Sirs JD.com, Inc. Company Registration Statement Offering ADSs Shares We have acted as Cayman Islands legal advisers to JD.com, Inc.] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] November 21, 2014 JD.com Inc. 10th Floor, Building A, North Star Century Center Re: American Depositary Shares of JD.com Inc. (the “Company”) Ladies and Gentlemen: November 21, 2014 (the “Registration Statement”). In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the] [JD.COM, INC. SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the Share Incentive Plan (the “ a company incorporated under the laws of the Cayman Islands Company (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular] [List of Principal Subsidiaries and Consolidated Variable Interest Entities of JD.com, Inc. Subsidiaries Place of Incorporation Jingdong Technology Group Corporation Cayman Islands Jingdong Logistics Group Corporation Cayman Islands 360buy E-Commerce (JingDong) Hong Kong Co., Ltd. Hong Kong Jingdong E-Commerce (Trade) Hong Kong Co., Ltd. (formerly known as 360buy E-Commerce (Trade) Hong Kong Co., Ltd.) Hong Kong Jingdong E-Commerce (Logistics) Hong] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of JD.com, Inc. of our report dated March 19 , 2014 relating to the consolidated financial statements of JD.com, Inc. , which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of JD.com, Inc. of our report dated March 19, 2014 relating to the combined financial statements of two e-Commerce platforms, www.paipai.com website and www.wanggou.com website of Tencent Holdings Limited , which appears in such Registration Statement. We also consent to] [LEGAL OPINION To: JD.com, Inc. 10th Floor, Building A, North Star Century Center No. 8 Beichen West Street, Chaoyang District Beijing 100101 People’s Republic of China November 21, 2014 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company We act as the PRC counsel to JD.com, Inc. (the “ Offering]

By | 2016-04-01T20:55:03+00:00 November 21st, 2014|Categories: Chinese Stocks, JD, Webplus ver|Tags: , , , , , |0 Comments
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MOMO [Momo] F-1: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of (2)(3) Proposed maximum aggregate Amount of registration fee (1) Class A Ordinary Shares, par value $0.0001 per share $300,000,000 $34,860 (1) American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MOMO INC. (adopted by special resolution passed on 11 July 2014 and effective upon continuation in the Cayman Islands on 17 July 2014) THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND] [Execution Version MOMO TECHNOLOGY COMPANY LIMITED THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Agreement th Company Schedule 1 Investor Investors Schedule 2(A) Founder Founders Founder Holdco Founder Holdcos Founder Parties HK Co Domestic Company WFOE This THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (the “ RECITALS WHEREAS Prior Shareholders’ Agreement WHEREAS Purchase Agreement Schedule 1 WHEREAS NOW, THEREFORE, THE PARTIES HEREBY AGREE] [Our ref Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com Momo Inc. 20th Floor, Block B Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China — [ Dear Sirs Momo Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Momo Inc. (the “ 1 Documents Reviewed For the] [MOMO TECHNOLOGY COMPANY LIMITED AMENDED AND RESTATED 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] [MOMO INC. 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Momo Inc. 2014 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context] [EXECUTION SERIES C PREFERRED SHARE PURCHASE AGREEMENT EXECUTION SERIES C PREFERRED SHARE PURCHASE AGREEMENT Agreement THIS SERIES C PREFERRED SHARE PURCHASE AGREEMENT (this “ (1) Company Momo Technology Company Limited, a company duly incorporated and validly existing under the Laws of the British Virgin Islands (the “ (2) HK Co Momo Technology HK Company Limited (3) WFOE Beijing Momo Information] [Execution Version SERIES D PREFERRED SHARE PURCHASE AGREEMENT SERIES D PREFERRED SHARE PURCHASE AGREEMENT Agreement THIS SERIES D PREFERRED SHARE PURCHASE AGREEMENT (this “ (1) Company Momo Technology Company Limited, a company duly incorporated and validly existing under the Laws of the British Virgin Islands (the “ (2) HK Co Momo Technology HK Company Limited (3) WFOE Beijing Momo Information] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “ NOW, THEREFORE,] [EMPLOYMENT AGREEMENT Agreement Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Business Operation Agreement This Business Operation Agreement (this “Agreement”), dated as of April 18, 2012, is made by and among the following parties: Party A: Beijing Momo Information Technology Co., Ltd. Address: 17818 Huateng Beitang Concentrated Office Area, 1701-1703, 37 Nanmofang Road, Chaoyang District, Beijing Legal representative: Yan TANG Party B: Beijing Momo Technology Co., Ltd. Address: 1602 Unit 2,] [EXCLUSIVE COOPERATION AGREEMENT Beijing Momo Technology Co., Ltd. and Beijing Momo Information Technology Co., Ltd. 1 / 6 EXCLUSIVE COOPERATION AGREEMENT Agreement Effective Date Momo Tech. Momo Info. a Party the Parties This Service Agreement (“ BACKGROUND Whereas Momo Tech. Momo App Social Networking Business Whereas Momo Tech. Licensing Momo App Emoticon) Services Momo Info. Social Networking Business Whereas Agreement] [EXCLUSIVE COOPERATION AGREEMENT Chengdu Momo Technology Co., Ltd. and Beijing Momo Information Technology Co., Ltd. 1 / 6 EXCLUSIVE COOPERATION AGREEMENT Agreement Effective Date Momo Chengdu Momo Info. a Party the Parties This Service Agreement (“ BACKGROUND Whereas Momo Chengdu Momo App Game Center Online Game Business Whereas Momo Chengdu Licensing Momo App ) Services Momo Info. Online Game Business] [Exclusive Call Option Agreement This Exclusive Call Option Agreement (this “Agreement”) is executed by and among the following Parties as of April 18, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Party B: Party C: In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party”] [Power of Attorney I, Yan Tang, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, and a holder of RMB 800,000 in the registered capital of Beijing Momo Technology Co., Ltd. (“Momo Technology”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Momo Information Technology Co., Ltd.] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on April 18, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Momo Information Technology Co., Ltd. (hereinafter the “Pledgee”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC,] [Spousal Consent Transaction Documents Momo Technology (1) WFOE The Equity Interest Pledge Agreement entered into between Beijing Momo Information Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and Momo Technology; (3) The Power of Attorney executed by Yong Li; I hereby undertake not to make any assertions in connection] [CONFIRMATION LETTER Company Contractual Agreements As a shareholder of Beijing Momo Technology Co., Ltd. (the “ PRC WFOE Yan Tang CONFIRMATION LETTER Company Contractual Agreements As a shareholder of Beijing Momo Technology Co., Ltd. (the “ PRC WFOE Yong Li CONFIRMATION LETTER Company Contractual Agreements As a shareholder of Beijing Momo Technology Co., Ltd. (the “ PRC WFOE Zhiwei Li] [Subsidiaries Place of Incorporation Momo Technology HK Company Limited Hong Kong Beijing Momo Information Technology Co., Ltd. PRC Consolidated Affiliated Entity Beijing Momo Technology Co., Ltd. PRC Subsidiary of the Consolidated Affiliated Entity Chengdu Momo Technology Co., Ltd. PRC EX-21.1 19 d732862dex211.htm EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We also consent to the reference to us under the heading “Experts” in such Prospectus. Beijing, the People’s Republic of China November 7, 2014 EX-23.1 20 d732862dex231.htm EX-23.1] [MOMO INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting of] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T November 7, 2014 To: Momo Inc. th 20 Tower 2, Wangjing SOHO No.1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China Re: Legal Opinion on Certain PRC Legal Matters To Whom It May] [Consent of Analysys International November 3, 2014 Momo Inc. th 20 Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China Ladies and Gentlemen: Registration Statement Company SEC Form 20-F SEC Filings Analysys International hereby consents to references to its name in (i) the registration statement on Form F-1 (together with any amendments thereto,] [November 7, 2014 Momo Inc. th 20 Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China +86-10-5731-0567 Dear Sirs: Reference is made to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) to be filed in connection with the Company’s initial public offering of its American depositary shares, representing the Company’s ordinary] [November 7, 2014 Momo Inc. th 20 Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China +86-10-5731-0567 Dear Sirs: Reference is made to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) to be filed in connection with the Company’s initial public offering of its American depositary shares, representing the Company’s ordinary]

By | 2016-04-02T20:08:21+00:00 November 7th, 2014|Categories: Chinese Stocks, MOMO, SEC Original|Tags: , , , , , |0 Comments
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MOMO [Momo] F-1: CALCULATION OF REGISTRATION FEE Title of each class

[CALCULATION OF REGISTRATION FEE Title of each class of (2)(3) Proposed maximum aggregate Amount of registration fee (1) Class A Ordinary Shares, par value $0.0001 per share $300,000,000 $34,860 (1) American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MOMO INC. (adopted by special resolution passed on 11 July 2014 and effective upon continuation in the Cayman Islands on 17 July 2014) THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND] [Execution Version MOMO TECHNOLOGY COMPANY LIMITED THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Agreement th Company Schedule 1 Investor Investors Schedule 2(A) Founder Founders Founder Holdco Founder Holdcos Founder Parties HK Co Domestic Company WFOE This THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (the “ RECITALS WHEREAS Prior Shareholders’ Agreement WHEREAS Purchase Agreement Schedule 1 WHEREAS NOW, THEREFORE, THE PARTIES HEREBY AGREE] [Our ref Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com Momo Inc. 20th Floor, Block B Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China — [ Dear Sirs Momo Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Momo Inc. (the “ 1 Documents Reviewed For the] [MOMO TECHNOLOGY COMPANY LIMITED AMENDED AND RESTATED 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] [MOMO INC. 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Momo Inc. 2014 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context] [EXECUTION SERIES C PREFERRED SHARE PURCHASE AGREEMENT EXECUTION SERIES C PREFERRED SHARE PURCHASE AGREEMENT Agreement THIS SERIES C PREFERRED SHARE PURCHASE AGREEMENT (this “ (1) Company Momo Technology Company Limited, a company duly incorporated and validly existing under the Laws of the British Virgin Islands (the “ (2) HK Co Momo Technology HK Company Limited (3) WFOE Beijing Momo Information] [Execution Version SERIES D PREFERRED SHARE PURCHASE AGREEMENT SERIES D PREFERRED SHARE PURCHASE AGREEMENT Agreement THIS SERIES D PREFERRED SHARE PURCHASE AGREEMENT (this “ (1) Company Momo Technology Company Limited, a company duly incorporated and validly existing under the Laws of the British Virgin Islands (the “ (2) HK Co Momo Technology HK Company Limited (3) WFOE Beijing Momo Information] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “ NOW, THEREFORE,] [EMPLOYMENT AGREEMENT Agreement Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Business Operation Agreement This Business Operation Agreement (this “Agreement”), dated as of April 18, 2012, is made by and among the following parties: Party A: Beijing Momo Information Technology Co., Ltd. Address: 17818 Huateng Beitang Concentrated Office Area, 1701-1703, 37 Nanmofang Road, Chaoyang District, Beijing Legal representative: Yan TANG Party B: Beijing Momo Technology Co., Ltd. Address: 1602 Unit 2,] [EXCLUSIVE COOPERATION AGREEMENT Beijing Momo Technology Co., Ltd. and Beijing Momo Information Technology Co., Ltd. 1 / 6 EXCLUSIVE COOPERATION AGREEMENT Agreement Effective Date Momo Tech. Momo Info. a Party the Parties This Service Agreement (“ BACKGROUND Whereas Momo Tech. Momo App Social Networking Business Whereas Momo Tech. Licensing Momo App Emoticon) Services Momo Info. Social Networking Business Whereas Agreement] [EXCLUSIVE COOPERATION AGREEMENT Chengdu Momo Technology Co., Ltd. and Beijing Momo Information Technology Co., Ltd. 1 / 6 EXCLUSIVE COOPERATION AGREEMENT Agreement Effective Date Momo Chengdu Momo Info. a Party the Parties This Service Agreement (“ BACKGROUND Whereas Momo Chengdu Momo App Game Center Online Game Business Whereas Momo Chengdu Licensing Momo App ) Services Momo Info. Online Game Business] [Exclusive Call Option Agreement This Exclusive Call Option Agreement (this “Agreement”) is executed by and among the following Parties as of April 18, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Party B: Party C: In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party”] [Power of Attorney I, Yan Tang, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, and a holder of RMB 800,000 in the registered capital of Beijing Momo Technology Co., Ltd. (“Momo Technology”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Momo Information Technology Co., Ltd.] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on April 18, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Momo Information Technology Co., Ltd. (hereinafter the “Pledgee”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC,] [Spousal Consent Transaction Documents Momo Technology (1) WFOE The Equity Interest Pledge Agreement entered into between Beijing Momo Information Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and Momo Technology; (3) The Power of Attorney executed by Yong Li; I hereby undertake not to make any assertions in connection] [CONFIRMATION LETTER Company Contractual Agreements As a shareholder of Beijing Momo Technology Co., Ltd. (the “ PRC WFOE Yan Tang CONFIRMATION LETTER Company Contractual Agreements As a shareholder of Beijing Momo Technology Co., Ltd. (the “ PRC WFOE Yong Li CONFIRMATION LETTER Company Contractual Agreements As a shareholder of Beijing Momo Technology Co., Ltd. (the “ PRC WFOE Zhiwei Li] [Subsidiaries Place of Incorporation Momo Technology HK Company Limited Hong Kong Beijing Momo Information Technology Co., Ltd. PRC Consolidated Affiliated Entity Beijing Momo Technology Co., Ltd. PRC Subsidiary of the Consolidated Affiliated Entity Chengdu Momo Technology Co., Ltd. PRC EX-21.1 19 d732862dex211.htm EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We also consent to the reference to us under the heading “Experts” in such Prospectus. Beijing, the People’s Republic of China November 7, 2014 EX-23.1 20 d732862dex231.htm EX-23.1] [MOMO INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting of] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T November 7, 2014 To: Momo Inc. th 20 Tower 2, Wangjing SOHO No.1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China Re: Legal Opinion on Certain PRC Legal Matters To Whom It May] [Consent of Analysys International November 3, 2014 Momo Inc. th 20 Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China Ladies and Gentlemen: Registration Statement Company SEC Form 20-F SEC Filings Analysys International hereby consents to references to its name in (i) the registration statement on Form F-1 (together with any amendments thereto,] [November 7, 2014 Momo Inc. th 20 Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China +86-10-5731-0567 Dear Sirs: Reference is made to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) to be filed in connection with the Company’s initial public offering of its American depositary shares, representing the Company’s ordinary] [November 7, 2014 Momo Inc. th 20 Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China +86-10-5731-0567 Dear Sirs: Reference is made to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) to be filed in connection with the Company’s initial public offering of its American depositary shares, representing the Company’s ordinary]

By | 2016-04-02T20:09:44+00:00 November 7th, 2014|Categories: Chinese Stocks, MOMO, Webplus ver|Tags: , , , , , |0 Comments
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ATHM [Autohome] F-1: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount of shares to (2) be registered Proposed maximum offering price per (3) share Proposed maximum aggregate (2)(3) offering price Amount of registration fee (1) Class A ordinary shares, par value $0.01 per share 9,775,000 US$49.30 US$481,907,500.00 US$55,997.65 (1) American depositary shares issuable upon deposit of the] [[ ] November, 2014 Autohome Inc. 10th Floor Tower B, CEC Plaza 3 Dan Ling Street Haidian District, Beijing 100080 The People’s Republic of China DIRECT LINE: E-MAIL OUR REF: YOUR REF: 852 2842 9531 Anna.Chong@conyersdill.com AC/al/#7702844 (M#879363) Dear Sirs, Autohome Inc. (the “Company”) F-1, Commission Registration Statement Securities Act Class A Ordinary Shares We have acted as special legal] [5 November 2014 Matter No.:879363 Doc Ref: AC/al/#7702894 Autohome Inc. 10th Floor Tower B, CEC Plaza 3 Dan Ling Street Haidian District, Beijing 100080 The People’s Republic of China Dear Sirs, Re: Autohome Inc. he “Company”) Commission Registration Statement Securities Act Class A Ordinary Shares For the purposes of giving this opinion, we have examined and relied upon copies of] [Subsidiaries of Autohome Inc. Subsidiaries: Cheerbright International Holdings Limited, a British Virgin Islands company Autohome (Hong Kong) Limited, a Hong Kong company Beijing Cheerbright Technologies Co., Ltd., a PRC company Autohome Media Limited, a Hong Kong company Autohome Shanghai Advertising Co. Ltd., a PRC company Beijing Prbrownies Software Co., Ltd., a PRC company Beijing Autohome Advertising Co., Ltd., a PRC] [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, 2014, in the Registration Statement (Form F-1) and related Prospectus of Autohome Inc. dated November 5, 2014. Beijing, People’s Republic of China November 5, 2014 EX-23.1 5 d705328dex231.htm EX-23.1] [TransAsia Lawyers Advisors on PRC & International Law Suite 2218, China World Office 1, 1 Jianguomenwai Avenue, Beijing 100004, China Tel: (86 10) 6505 8188 Fax: (86 10) 6505 8189/98 Website: www.TransAsiaLawyers.com 5 November, 2014 Autohome Inc. 10th Floor Tower B, CEC Plaza, 3 Dan Ling Street, Haidian District, Beijing The People’s Republic of China Ladies and Gentlemen, Yours faithfully,] [Shanghai iResearch Co., Ltd. November 5, 2014 Board of Directors Autohome Inc. 10th Floor Tower B, CEC Plaza 3 Dan Ling Street Haidian District, Beijing The People’s Republic of China Written Consent of iResearch Subject: Ladies and Gentlemen, We hereby consent to the references to our name, data and statements from our research reports and amendments thereto (collectively, the “Reports”),] [5 November 2014 Autohome Inc. 10th Floor Tower B, CEC Plaza, 3 Dan Ling Street, Haidian District, Beijing The People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the People’s Republic of China (the “PRC”) and are qualified to issue opinions on PRC Laws (as defined in Section I). For the purpose of this]

By | 2016-03-20T18:00:11+00:00 November 5th, 2014|Categories: ATHM, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
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ATHM [Autohome] F-1: CALCULATION OF REGISTRATION FEE Title of each class

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount of shares to (2) be registered Proposed maximum offering price per (3) share Proposed maximum aggregate (2)(3) offering price Amount of registration fee (1) Class A ordinary shares, par value $0.01 per share 9,775,000 US$49.30 US$481,907,500.00 US$55,997.65 (1) American depositary shares issuable upon deposit of the] [[ ] November, 2014 Autohome Inc. 10th Floor Tower B, CEC Plaza 3 Dan Ling Street Haidian District, Beijing 100080 The People’s Republic of China DIRECT LINE: E-MAIL OUR REF: YOUR REF: 852 2842 9531 Anna.Chong@conyersdill.com AC/al/#7702844 (M#879363) Dear Sirs, Autohome Inc. (the “Company”) F-1, Commission Registration Statement Securities Act Class A Ordinary Shares We have acted as special legal] [5 November 2014 Matter No.:879363 Doc Ref: AC/al/#7702894 Autohome Inc. 10th Floor Tower B, CEC Plaza 3 Dan Ling Street Haidian District, Beijing 100080 The People’s Republic of China Dear Sirs, Re: Autohome Inc. he “Company”) Commission Registration Statement Securities Act Class A Ordinary Shares For the purposes of giving this opinion, we have examined and relied upon copies of] [Subsidiaries of Autohome Inc. Subsidiaries: Cheerbright International Holdings Limited, a British Virgin Islands company Autohome (Hong Kong) Limited, a Hong Kong company Beijing Cheerbright Technologies Co., Ltd., a PRC company Autohome Media Limited, a Hong Kong company Autohome Shanghai Advertising Co. Ltd., a PRC company Beijing Prbrownies Software Co., Ltd., a PRC company Beijing Autohome Advertising Co., Ltd., a PRC] [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, 2014, in the Registration Statement (Form F-1) and related Prospectus of Autohome Inc. dated November 5, 2014. Beijing, People’s Republic of China November 5, 2014 EX-23.1 5 d705328dex231.htm EX-23.1] [TransAsia Lawyers Advisors on PRC & International Law Suite 2218, China World Office 1, 1 Jianguomenwai Avenue, Beijing 100004, China Tel: (86 10) 6505 8188 Fax: (86 10) 6505 8189/98 Website: www.TransAsiaLawyers.com 5 November, 2014 Autohome Inc. 10th Floor Tower B, CEC Plaza, 3 Dan Ling Street, Haidian District, Beijing The People’s Republic of China Ladies and Gentlemen, Yours faithfully,] [Shanghai iResearch Co., Ltd. November 5, 2014 Board of Directors Autohome Inc. 10th Floor Tower B, CEC Plaza 3 Dan Ling Street Haidian District, Beijing The People’s Republic of China Written Consent of iResearch Subject: Ladies and Gentlemen, We hereby consent to the references to our name, data and statements from our research reports and amendments thereto (collectively, the “Reports”),] [5 November 2014 Autohome Inc. 10th Floor Tower B, CEC Plaza, 3 Dan Ling Street, Haidian District, Beijing The People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the People’s Republic of China (the “PRC”) and are qualified to issue opinions on PRC Laws (as defined in Section I). For the purpose of this]

By | 2016-03-20T18:01:07+00:00 November 5th, 2014|Categories: ATHM, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments
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EHIC [eHi Car Services] F-1: (Original Filing)

[FORM F-1 REGISTRATION STATEMENT eHi Car Services Limited Not Applicable Cayman Islands 7510 Not Applicable Unit 12/F, Building No. 5, Guosheng Center Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Portia Ku Alan Seem Approximate date of commencement of proposed sale to the public: As soon] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES EIGHTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF EHI AUTO SERVICES LIMITED (Adopted by Special Resolution on April 14, 2014, effective on April 16, 2014 ) 1. The name of the Company is eHi Auto Services Limited. 2. The Registered Office of the Company shall be at] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF EHI CAR SERVICES LIMITED (Adopted by Special Resolution on October 2, 2014, and effective conditional and immediately upon completion of the Company’s initial public offering of Class A Common Shares represented by American Depositary Shares) 1. The name of] [EXECUTION VERSION THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Agreement Company Schedule A Investor Investors Schedule B Founder Prior Agreement Parties Party THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “ RECITALS A. Series E Share Purchase Agreement The Company, the members of the Company Group, the Founder and certain other parties entered into a Share Purchase Agreement regarding] [Dated August 26, 2010 (1) Prudent Choice International Limited (2) Mr. Ruiping Zhang (3) Qiming Venture Partners II, L.P. (4) Qiming Venture Partners II-C, L.P. (5) Qiming Managing Directors Fund II, L.P. (6) Ignition Growth Capital I, L.P. (7) Ignition Growth Capital Managing Directors Fund I, LLC (8) CDH Car Rental Service Limited (9) JAFCO Asia Technology Fund IV (10)] [Execution Version Dated March 26, 2012 (1) eHi Auto Services Limited (2) Mr. Ruiping Zhang (3) The Crawford Group, Inc. (4) eHi Auto Services (Hong Kong) Holding Limited (5) Shuzhi Information Technology (Shanghai) Co., Ltd. (6) eHi Auto Services (Jiangsu) Co., Ltd. (7) Shanghai eHi Car Rental Co., Ltd. (8) Beijing eHi Car Rental Co., Ltd. (9) Jinan eHi Car] [EXECUTION VERSION Dated December 11, 2013 (1) eHi Auto Services Limited (2) Mr. Ruiping Zhang (3) Ctrip Investment Holding Ltd. (4) Ignition Growth Capital I, L.P. (5) Ignition Growth Capital Managing Directors Fund I, LLC (6) eHi Auto Services (Hong Kong) Holding Limited (7) other members of the Company Group as set forth in Schedule A SHARE PURCHASE AGREEMENT For] [EXECUTION VERSION Dated April 16, 2014 (1) eHi Auto Services Limited (2) Mr. Ruiping Zhang (3) Ctrip Investment Holding Ltd. (4) Ignition Growth Capital I, L.P. (5) Ignition Growth Capital Managing Directors Fund I, LLC (6) The Crawford Group, Inc. (7) other members of the Company Group as set forth in Schedule A SHARE PURCHASE AGREEMENT For the Issuance of] [eHi Car Services Limited Unit 12/F, Building No. 5, Guosheng Center 388 Daduhe Road, Shanghai 200062 People’s Republic of China [ ] 2014 Dear Sirs eHi Car Services Limited Company Registration Statement Offering ADSs [New] Shares Selling Shareholders Sale Shares We have acted as Cayman Islands legal advisers to eHi Car Services Limited (the “ 1 Documents Reviewed For the] [国浩律师 ( 上海 ) 事务所 Grandall Law Firm (Shanghai) 中国 上海 南京西路 580 号南证大厦 45-46 楼， 200041 45-46/F, Nanzheng Building, 580 Nanjing Road West, Shanghai 200041, P.R.C. 电话 /TEL.: (8621) 5234-1668 传真 /FAX: (8621) 5234-1670 网址 /Website: www.grandall.com.cn October 3, 2014 eHi Car Services Limited. 388 Da-Du-He Road Shanghai, 200062, People’s Republic of China Dear Sirs, Unless otherwise defined herein,] [INDEMNIFICATION AGREEMENT Agreement THIS INDEMNIFICATION AGREEMENT (this “ , by and between eHi Car Services Limited Company , an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “ Indemnitee ) (the “ WHEREAS, the Indemnitee has served or has agreed to serve as a director/an executive officer of the Company and in such] [EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement, dated as of (this “ Agreement”), is executed by and between eHi Car Services Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and ([Passport/ID] number ) (the “Executive”). RECITALS NOW, THEREFORE, the parties hereto agree as follows: 1. TERM OF EMPLOYMENT 1.1] [EHI AUTO SERVICES LIMITED 2010 PERFORMANCE INCENTIVE PLAN (Amended and Restated) 1. PURPOSE OF PLAN The purpose of this eHi Auto Services Limited 2010 Performance Plan Company Incentive Plan (this “ 2. ELIGIBILITY Eligible Person Securities Act Subsidiary Board The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that] [EHI CAR SERVICES LIMITED 2014 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN Plan Company The purpose of this eHi Car Services Limited 2014 Performance Incentive Plan (this “ 2. ELIGIBILITY Eligible Person Securities Act Subsidiary Board The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines] [Date of Issuance: March 28, 2012 Holder Company Purchase Agreement 1. Subject to the terms and conditions hereinafter set forth, the Holder is hereby entitled to purchase from the Company up to 1,500,000 Common Shares of the Company, US$0.001 par value each, subject to adjustment as provided herein (the “ 2. Exercise Price. Exercise Price 3. Exercise Period. 4. Reservation] [Exclusive Technical Services and Consulting Agreement between Shanghai eHi Information Technology Service Co., Ltd. and Shanghai eHi Car Rental Co., Ltd. March 13, 2014 Exclusive Technical Services and Consulting Agreement Agreement PRC This Exclusive Technical Services and Consulting Agreement (this “ (1) Shanghai eHi Information Technology Service Co., Ltd. Party A (“ Contact address: 12/F, Guosheng Center, No. 5 Lane] [LOAN AGREEMENT between HAN HONGTAO and SHANGHAI EHI CAR RENTAL CO., LTD. March 10, 2014 LOAN AGREEMENT Agreement THIS LOAN AGREEMENT (this “ BETWEEN: (1) HAN Hongtao Borrower , a citizen of the People’s Republic of China, whose ID Number is 310109196810262014 (“ (2) Shanghai eHi Car Rental Co., Ltd. Lender , a limited liability company established under the PRC] [Equity Pledge Agreement for Shanghai eHi Information Technology Service Co., Ltd. between Han Hongtao and Shanghai eHi Car Rental Co., Ltd. June 30, 2014 Equity Pledge Agreement PRC This Equity Pledge Agreement (this “Agreement”) is made on June 30, 2014 in Shanghai, the People’s Republic of China (the “ (1) Han Hongtao Pledgor (“ ID card number is 310109196810262014 (2)] [Dated: March 13, 2014 CALL OPTION AND COOPERATION AGREEMENT among Han Hongtao Xie Chun and Shanghai eHi Car Rental Co., Ltd. on Shanghai eHai Information Technology Service Co., Ltd. 1 Call Option and Cooperation Agreement this Agreement PRC This Call option and Cooperation Agreement (“ (1) Han Hongtao, a PRC resident, whose ID card number is 310109196810262014; (2) Xie Chun,] [Agreement on Authorization to Exercise Shareholder’s Voting Power in Shanghai eHi Information Technology Service Co., Ltd. Among Shanghai eHi Car Rental Co., Ltd., Han Hongtao and Xie Chun March 13, 2014 Execution Page Agreement on Authorization to Exercise Shareholder’s Voting Power This Agreement on Authorization to Exercise Shareholder’s Voting Power (hereinafter referred to as “this agreement”) was entered into among] [October 3, 2014 Dear Sirs/Madams: We have read the information required by Item 16-F of Form 20-F included in the registration statement on Form F-1 of eHi Car Services Limited dated October 3, 2014 under the section titled “Change in Accountants” and have the following comments: 1. We are in agreement with the statements contained in paragraphs one, three and] [Subsidiaries Place of Incorporation Elite Plus Developments Limited British Virgin Islands eHi Auto Services (Hong Kong) Holding Limited Hong Kong L&L Financial Leasing Holding Limited Hong Kong Shuzhi Information Technology (Shanghai) Co., Ltd. PRC Shanghai eHi Car Rental Co., Ltd. PRC Shanghai Taihao Financial Leasing Co., Ltd. PRC] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of eHi Car Services Limited of our report dated June 30, 2014 relating to the consolidated financial statements of eHi Car Services Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading] [Frost & Sullivan (Beijing) Inc.,Shanghai Branch Co. 2802-2803, Tower A, Dawning Center 500 Hongbaoshi Road Shanghai, 201103 P.R.China Tel: +86 21 5407 5780 / 81 / 82 / 83 Fax:+86 21 3209 8500 www. frost.com October 3, 2014 eHi Car Services Limited Unit 12/F, Building No.5, Guosheng Center 388 Daduhe Road, Shanghai, 200062 People’s Republic of China (8621) 6468-7000 Re:] [EHI CAR SERVICES LIMITED CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · · · prompt internal reporting] [国浩律师 ( 上海 ) 事务所 Grandall Law Firm (Shanghai) 中国 上海 南京西路 580 号南证大厦 45-46 楼， 200041 45-46/F, Nanzheng Building, 580 Nanjing Road West, Shanghai 200041, P.R.C. 电话 /TEL.: (8621) 5234-1668 传真 /FAX: (8621) 5234-1670 网址 /Website: www.grandall.com.cn October 3, 2014 eHi Car Services Limited. 388 Da-Du-He Road Shanghai, 200062, People’s Republic of China Dear Sirs, We are qualified lawyers]

By | 2016-04-03T18:14:36+00:00 October 3rd, 2014|Categories: Chinese Stocks, EHIC, SEC Original|Tags: , , , , , |0 Comments
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EHIC [eHi Car Services] F-1: FORM F-1 REGISTRATION STATEMENT eHi Car Services Limited

[FORM F-1 REGISTRATION STATEMENT eHi Car Services Limited Not Applicable Cayman Islands 7510 Not Applicable Unit 12/F, Building No. 5, Guosheng Center Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Portia Ku Alan Seem Approximate date of commencement of proposed sale to the public: As soon] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES EIGHTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF EHI AUTO SERVICES LIMITED (Adopted by Special Resolution on April 14, 2014, effective on April 16, 2014 ) 1. The name of the Company is eHi Auto Services Limited. 2. The Registered Office of the Company shall be at] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF EHI CAR SERVICES LIMITED (Adopted by Special Resolution on October 2, 2014, and effective conditional and immediately upon completion of the Company’s initial public offering of Class A Common Shares represented by American Depositary Shares) 1. The name of] [EXECUTION VERSION THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Agreement Company Schedule A Investor Investors Schedule B Founder Prior Agreement Parties Party THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “ RECITALS A. Series E Share Purchase Agreement The Company, the members of the Company Group, the Founder and certain other parties entered into a Share Purchase Agreement regarding] [Dated August 26, 2010 (1) Prudent Choice International Limited (2) Mr. Ruiping Zhang (3) Qiming Venture Partners II, L.P. (4) Qiming Venture Partners II-C, L.P. (5) Qiming Managing Directors Fund II, L.P. (6) Ignition Growth Capital I, L.P. (7) Ignition Growth Capital Managing Directors Fund I, LLC (8) CDH Car Rental Service Limited (9) JAFCO Asia Technology Fund IV (10)] [Execution Version Dated March 26, 2012 (1) eHi Auto Services Limited (2) Mr. Ruiping Zhang (3) The Crawford Group, Inc. (4) eHi Auto Services (Hong Kong) Holding Limited (5) Shuzhi Information Technology (Shanghai) Co., Ltd. (6) eHi Auto Services (Jiangsu) Co., Ltd. (7) Shanghai eHi Car Rental Co., Ltd. (8) Beijing eHi Car Rental Co., Ltd. (9) Jinan eHi Car] [EXECUTION VERSION Dated December 11, 2013 (1) eHi Auto Services Limited (2) Mr. Ruiping Zhang (3) Ctrip Investment Holding Ltd. (4) Ignition Growth Capital I, L.P. (5) Ignition Growth Capital Managing Directors Fund I, LLC (6) eHi Auto Services (Hong Kong) Holding Limited (7) other members of the Company Group as set forth in Schedule A SHARE PURCHASE AGREEMENT For] [EXECUTION VERSION Dated April 16, 2014 (1) eHi Auto Services Limited (2) Mr. Ruiping Zhang (3) Ctrip Investment Holding Ltd. (4) Ignition Growth Capital I, L.P. (5) Ignition Growth Capital Managing Directors Fund I, LLC (6) The Crawford Group, Inc. (7) other members of the Company Group as set forth in Schedule A SHARE PURCHASE AGREEMENT For the Issuance of] [eHi Car Services Limited Unit 12/F, Building No. 5, Guosheng Center 388 Daduhe Road, Shanghai 200062 People’s Republic of China [ ] 2014 Dear Sirs eHi Car Services Limited Company Registration Statement Offering ADSs [New] Shares Selling Shareholders Sale Shares We have acted as Cayman Islands legal advisers to eHi Car Services Limited (the “ 1 Documents Reviewed For the] [国浩律师 ( 上海 ) 事务所 Grandall Law Firm (Shanghai) 中国 上海 南京西路 580 号南证大厦 45-46 楼， 200041 45-46/F, Nanzheng Building, 580 Nanjing Road West, Shanghai 200041, P.R.C. 电话 /TEL.: (8621) 5234-1668 传真 /FAX: (8621) 5234-1670 网址 /Website: www.grandall.com.cn October 3, 2014 eHi Car Services Limited. 388 Da-Du-He Road Shanghai, 200062, People’s Republic of China Dear Sirs, Unless otherwise defined herein,] [INDEMNIFICATION AGREEMENT Agreement THIS INDEMNIFICATION AGREEMENT (this “ , by and between eHi Car Services Limited Company , an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “ Indemnitee ) (the “ WHEREAS, the Indemnitee has served or has agreed to serve as a director/an executive officer of the Company and in such] [EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement, dated as of (this “ Agreement”), is executed by and between eHi Car Services Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and ([Passport/ID] number ) (the “Executive”). RECITALS NOW, THEREFORE, the parties hereto agree as follows: 1. TERM OF EMPLOYMENT 1.1] [EHI AUTO SERVICES LIMITED 2010 PERFORMANCE INCENTIVE PLAN (Amended and Restated) 1. PURPOSE OF PLAN The purpose of this eHi Auto Services Limited 2010 Performance Plan Company Incentive Plan (this “ 2. ELIGIBILITY Eligible Person Securities Act Subsidiary Board The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that] [EHI CAR SERVICES LIMITED 2014 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN Plan Company The purpose of this eHi Car Services Limited 2014 Performance Incentive Plan (this “ 2. ELIGIBILITY Eligible Person Securities Act Subsidiary Board The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines] [Date of Issuance: March 28, 2012 Holder Company Purchase Agreement 1. Subject to the terms and conditions hereinafter set forth, the Holder is hereby entitled to purchase from the Company up to 1,500,000 Common Shares of the Company, US$0.001 par value each, subject to adjustment as provided herein (the “ 2. Exercise Price. Exercise Price 3. Exercise Period. 4. Reservation] [Exclusive Technical Services and Consulting Agreement between Shanghai eHi Information Technology Service Co., Ltd. and Shanghai eHi Car Rental Co., Ltd. March 13, 2014 Exclusive Technical Services and Consulting Agreement Agreement PRC This Exclusive Technical Services and Consulting Agreement (this “ (1) Shanghai eHi Information Technology Service Co., Ltd. Party A (“ Contact address: 12/F, Guosheng Center, No. 5 Lane] [LOAN AGREEMENT between HAN HONGTAO and SHANGHAI EHI CAR RENTAL CO., LTD. March 10, 2014 LOAN AGREEMENT Agreement THIS LOAN AGREEMENT (this “ BETWEEN: (1) HAN Hongtao Borrower , a citizen of the People’s Republic of China, whose ID Number is 310109196810262014 (“ (2) Shanghai eHi Car Rental Co., Ltd. Lender , a limited liability company established under the PRC] [Equity Pledge Agreement for Shanghai eHi Information Technology Service Co., Ltd. between Han Hongtao and Shanghai eHi Car Rental Co., Ltd. June 30, 2014 Equity Pledge Agreement PRC This Equity Pledge Agreement (this “Agreement”) is made on June 30, 2014 in Shanghai, the People’s Republic of China (the “ (1) Han Hongtao Pledgor (“ ID card number is 310109196810262014 (2)] [Dated: March 13, 2014 CALL OPTION AND COOPERATION AGREEMENT among Han Hongtao Xie Chun and Shanghai eHi Car Rental Co., Ltd. on Shanghai eHai Information Technology Service Co., Ltd. 1 Call Option and Cooperation Agreement this Agreement PRC This Call option and Cooperation Agreement (“ (1) Han Hongtao, a PRC resident, whose ID card number is 310109196810262014; (2) Xie Chun,] [Agreement on Authorization to Exercise Shareholder’s Voting Power in Shanghai eHi Information Technology Service Co., Ltd. Among Shanghai eHi Car Rental Co., Ltd., Han Hongtao and Xie Chun March 13, 2014 Execution Page Agreement on Authorization to Exercise Shareholder’s Voting Power This Agreement on Authorization to Exercise Shareholder’s Voting Power (hereinafter referred to as “this agreement”) was entered into among] [October 3, 2014 Dear Sirs/Madams: We have read the information required by Item 16-F of Form 20-F included in the registration statement on Form F-1 of eHi Car Services Limited dated October 3, 2014 under the section titled “Change in Accountants” and have the following comments: 1. We are in agreement with the statements contained in paragraphs one, three and] [Subsidiaries Place of Incorporation Elite Plus Developments Limited British Virgin Islands eHi Auto Services (Hong Kong) Holding Limited Hong Kong L&L Financial Leasing Holding Limited Hong Kong Shuzhi Information Technology (Shanghai) Co., Ltd. PRC Shanghai eHi Car Rental Co., Ltd. PRC Shanghai Taihao Financial Leasing Co., Ltd. PRC] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of eHi Car Services Limited of our report dated June 30, 2014 relating to the consolidated financial statements of eHi Car Services Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading] [Frost & Sullivan (Beijing) Inc.,Shanghai Branch Co. 2802-2803, Tower A, Dawning Center 500 Hongbaoshi Road Shanghai, 201103 P.R.China Tel: +86 21 5407 5780 / 81 / 82 / 83 Fax:+86 21 3209 8500 www. frost.com October 3, 2014 eHi Car Services Limited Unit 12/F, Building No.5, Guosheng Center 388 Daduhe Road, Shanghai, 200062 People’s Republic of China (8621) 6468-7000 Re:] [EHI CAR SERVICES LIMITED CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · · · prompt internal reporting] [国浩律师 ( 上海 ) 事务所 Grandall Law Firm (Shanghai) 中国 上海 南京西路 580 号南证大厦 45-46 楼， 200041 45-46/F, Nanzheng Building, 580 Nanjing Road West, Shanghai 200041, P.R.C. 电话 /TEL.: (8621) 5234-1668 传真 /FAX: (8621) 5234-1670 网址 /Website: www.grandall.com.cn October 3, 2014 eHi Car Services Limited. 388 Da-Du-He Road Shanghai, 200062, People’s Republic of China Dear Sirs, We are qualified lawyers]

By | 2016-04-03T18:15:36+00:00 October 3rd, 2014|Categories: Chinese Stocks, EHIC, Webplus ver|Tags: , , , , , |0 Comments
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