DSKY [iDreamSky Technology] F-1: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities (1) to be registered Proposed (2)(3) aggregate Amount of Class A ordinary shares, par value US$0.0001 US$115,000,000 US$14,812 (1) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American] [Company No.: OI-266534 THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED rd Incorporated on the 23 th Third Amended and Restated on the 10 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED (adopted by] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED (adopted by a Special Resolution on 1 July 2014 and effective immediately upon the completion of the Company’s listing of Class A Ordinary Shares represented by American Depositary Shares) THE COMPANIES LAW (2013 REVISION) OF] [[Letterhead of Maples and Calder] Our ref SSY/689397-000001/7204251v2 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com iDreamSky Technology Limited 16/F, A3 Building, Kexing Science Park 15 Keyuan Road North, Nanshan District Shenzhen, Guangdong, 518057 The People’s Republic of China 3 July 2014 Dear Sirs iDreamSky Technology Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to] [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 July 3, 2014 To: iDreamSky Technology Limited 16/F, A3 Building, Kexing Science Park, 15 Keyuan Road North, Nanshan District, Shenzhen, Guangdong, 518057, The People’s Republic of China PRC China We are qualified lawyers of the] [IDREAMSKY TECHNOLOGY LIMITED SHARE INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSE OF THE PLAN 1 2. ADMINISTRATION 1 2.1 Administrator 1 2.2 Plan Awards; Interpretation; Powers of Administrator 2 2.3 Binding Determinations 3 2.4 Reliance on Experts 3 2.5 Delegation 3 3. ELIGIBILITY 3 4. SHARES SUBJECT TO THE PLAN 4 4.1 Shares Available 4] [IDREAMSKY TECHNOLOGY LIMITED 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE The purpose of the iDreamSky Technology Limited 2014 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of iDreamSky Technology Limited (the “Company”) by linking the personal interests of the members of the Board, Employees and Consultants to those of Company shareholders and by providing] [EMPLOYMENT AGREEMENT Agreement” Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS 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). The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement. AGREEMENT] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this “ RECITALS Board of Directors The Board of Directors of the Company (the “ AGREEMENT In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows: A. DEFINITIONS The following terms shall have the meanings defined below: Expenses Indemnifiable Event Participant] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of March 12, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the “Agreement”) is made and entered into by and between the Parties below as of March 12, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a “Party”] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on March 12, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of Shenzhen iDreamSky; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China] [Spousal Consent Transaction Documents iDreamSky (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and iDreamSky; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the WFOE. I] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Huaxiu Shenzhen Huaxiu Investment Co., Ltd. (“ 4. Company Shenzhen iDreamSky Technology Co., Ltd. (the “ For the purpose of this Agreement, each of the WFOE, Chen Xiangyu,] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Company Shenzhen iDreamSky Technology Co., Ltd. (the “ For the purpose of this Agreement, each of the WFOE, Chen Xiangyu and the Company is referred to as] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of March 5, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd., Party B: CHEN Xiangyu, Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the “Agreement”) is made and entered into by and between the Parties below as of March 5, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a “Party”] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on March 5, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of Mengyu; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and] [Spousal Consent Li Xia Transaction Documents Mengyu (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and Mengyu; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Guan Song, a Chinese citizen, whose identification number is 4. Company Shenzhen Mengyu Technology Co., Ltd. (the “ For the purpose of this Agreement, each of the WFOE,] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Guan Song, a Chinese citizen, whose identification number is ; and 4. Company Shenzhen Mengyu Technology Co., Ltd. (the “ For the purpose of this Agreement, each] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of November 29, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement, each of] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 29, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement,] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of Beijing Chuangmeng; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China] [Spousal Consent Li Xia Transaction Documents Beijing Chuangmeng (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and Beijing Chuangmeng; (3) The Power of Attorney executed by Chen Xiangyu. I hereby undertake not to make] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Li Meiping, a Chinese citizen, whose identification number is 4. Guan Song, a Chinese citizen, whose identification number is 5. Company Beijing Chuangmeng Wuxian Technology Co., Ltd. (the] [Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. KXZLA2(2013)001 Lease Contract of Kexing Science Park Lessor: Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. (“Party A”) Lessee: Shenzhen iDreamSky Technology Co., Ltd. (“Party B”) Law of the People’s Republic of China This Contract is entered into by and between Party A and Party B (collectively, the “Parties”) under] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement Execution Date THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the “ (1) Company iDreamSky Technology Limited, an exempted limited liability company organized under the laws of the Cayman Islands (the “ (2) Beijing DC Beijing Chuangmeng Wuxian Technology Co., Ltd. (3) Chuang Meng Shenzhen iDreamSky Technology Co., Ltd. (4) Mengyu Domestic Enterprises] [ACT IDREAMSKY TECHNOLOGY LIMITED THIS CERTIFIES THAT, Name of Holder as set forth in Annex A [ Holder Company Maximum Aggregate Exercise Price as set forth in Annex A [ Purchase Agreement Certain Definitions. 1. Control Controlling Controlled “ Exercise Period “ Exercise Price Per Share “ Permitted Transferee “ Person “ Securities Act “ “ Unless otherwise stipulated, the] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the “ (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “ (2) HK Company iDreamSky Technology (HK) Limited (3) WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (4) Beijing DC Beijing Chuangmeng] [REPURCHASE AGREEMENT Agreement Effective Date This Repurchase Agreement (this “ (1) iDreamSky Technology Limited Company (2) Name and Particulars of the Sole Shareholder of the Seller [ 1 Name and Particulars of the Seller as set forth in Annex A [ Seller [ RECITALS Securities Owned as set forth in Annex A [ Whereas, as of the date of this] [Execution Version IDREAMSKY TECHNOLOGY LIMITED SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “ (2) HK Company iDreamSky Technology (HK) Limited (创梦天地科技(香港)有限公司), a limited liability company incorporated under the laws of Hong Kong] [REGIONAL DISTRIBUTION AGREEMENT v1.04 th Halfbrick Studios Pty. Ltd. SHENZHEN IDREAMSKY TECHNOLOGY CO. LTD. THIS AGREEMENT, dated the 7 WHEREAS, the Licensor is the owner or licensee of certain applications of use on mobile, smartphone or tablet devices, such as games and hereinafter described; WHEREAS, the Licensor desires to grant to the Distributor the exclusive right to distribute, market and] [Agreement Effective Date This PUBLISHER LICENCE AGREEMENT (the “ Between: (1) IMANGI STUDIOS, LLC (2) CHUANGMENG WUXIAN (BEIJING) INFORMATION & TECHNOLOGY CO., LTD. iDreamsky Party Parties each a “ BACKGROUND (A) Content Provider is a game developer and is the developer and owner of “Temple Run” & “Temple Run 2”, a mobile game on the smartphone gaming platform. Content Provider] [Kiloo ApS • Klostergade 28, 1 • 8000 Aarhus C • Denmark Phone: +45 86 122 234 www.kiloo.com info@kiloo.com iDreamSky (Shenzhen Mengyu Technology Co., Ltd.) Mr. Jeff Lyndon 7/B1 B2, 9/B5 Evoc Technology Building No.31 Gaoxin Central Avenue 4th Nanshan District, Shenzhen China 13th of May 2013 Dear Jeff, The attached binding term sheet (the “Term Sheet”) sets forth the] [Game Business Cooperation Agreement between China Mobile Group Jiangsu Co., Ltd. and Shenzhen iDreamSky Technology Co., Ltd. Place of Signing: Nanjing, Jiangsu Party A: Address: Zip Code: Fax: Deposit Bank: Bank Account: State Tax Taxpayer Identification Number: Party B: Address: Zip Code: Fax: Deposit Bank: Bank Account: State Tax Taxpayer Identification Number: In order to fully leverage the advantages of] [Mobile Market Developer Service Agreement The “Mobile Market Developer Service” (the “Service”) refers to the billing, fee collection and payment service provided by the Mobile Market (the “Market”) to developers in connection with APPs. This Agreement is entered into by and between you and the Market. ARTICLE 1 1.1 The provisions hereunder may have material impact on your interest and] [Payment Authority Agreement Between China Unicom WoStore And (Content Provider: Shenzhen iDreamSky Technology Co., Ltd.) Venue of execution: Shanghai Page 1 of 22 Party A: China United Network Communications Limited, Shanghai Branch Legal Representative: Cai Quangen Registered Address: 410 Yan Qiao Road, Shanghai Business Registration No.: Long Chunyu Business Contact Person: Business Contact Address: 30F 1033 Chang Ning Road, Changning] [Jiangsu Telecom Contract No.: JSXCS1200166CC000 Cooperation Agreement on Mobile Game Business Between Dazzle Interactive Network Technologies Co., Ltd. And Shenzhen iDreamSky Technology Co., Ltd. Party A: Dazzle Interactive Network Technologies Co., Ltd. Address: 4F, Han Zhong Hua Mansion, 268 Han Zhong Road, Gu Lou District, Nanjing Zip code: 210001 Contact person: Chen Xi Tel: Name of account: Dazzle Interactive Network] [List of Subsidiaries Subsidiaries Name Jurisdiction of Incorporation iDreamSky Technology (HK) Limited Hong Kong Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. People’s Republic of China (“PRC”) Affiliated Entities Name Jurisdiction of Incorporation Beijing Chuangmeng Wuxian Technology Co., Ltd. PRC Shenzhen iDreamSky Technology Co., Ltd. PRC Shenzhen Mengyu Technology Co., Ltd. PRC Shenzhen Yiyou Technology Limited PRC Shenzhen Zhuoyou Technology] [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 April 11, 2014, except for the effect of the share split described in Note 1.3 of the consolidated financial statements, as to which the date is July 3, 2014, relating to the consolidated financial statements of] [Consent of Analysys International 26-Jun, 2014 iDreamSky Technology Limited 16/F, A3 Building, Kexing Science Park 15 Keyuan Road North, Nanshan District Shenzhen, Guangdong, 518057 The People’s Republic of China Ladies and Gentlemen: Registration Statement Prospectus Offering Company SEC Marketing Materials Future SEC Filings Future Offering Documents Websites Analysys International hereby consents to the references to its name in (i) the] [CODE OF BUSINESS CONDUCT AND ETHICS of iDreamSky Technology Limited INTRODUCTION Purpose This Code applies to all of the directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply “employees.”]

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DSKY [iDreamSky Technology] F-1: CALCULATION OF REGISTRATION FEE Title of each class

[CALCULATION OF REGISTRATION FEE Title of each class of securities (1) to be registered Proposed (2)(3) aggregate Amount of Class A ordinary shares, par value US$0.0001 US$115,000,000 US$14,812 (1) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American] [Company No.: OI-266534 THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED rd Incorporated on the 23 th Third Amended and Restated on the 10 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED (adopted by] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF IDREAMSKY TECHNOLOGY LIMITED (adopted by a Special Resolution on 1 July 2014 and effective immediately upon the completion of the Company’s listing of Class A Ordinary Shares represented by American Depositary Shares) THE COMPANIES LAW (2013 REVISION) OF] [[Letterhead of Maples and Calder] Our ref SSY/689397-000001/7204251v2 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com iDreamSky Technology Limited 16/F, A3 Building, Kexing Science Park 15 Keyuan Road North, Nanshan District Shenzhen, Guangdong, 518057 The People’s Republic of China 3 July 2014 Dear Sirs iDreamSky Technology Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to] [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 July 3, 2014 To: iDreamSky Technology Limited 16/F, A3 Building, Kexing Science Park, 15 Keyuan Road North, Nanshan District, Shenzhen, Guangdong, 518057, The People’s Republic of China PRC China We are qualified lawyers of the] [IDREAMSKY TECHNOLOGY LIMITED SHARE INCENTIVE PLAN TABLE OF CONTENTS Page 1. PURPOSE OF THE PLAN 1 2. ADMINISTRATION 1 2.1 Administrator 1 2.2 Plan Awards; Interpretation; Powers of Administrator 2 2.3 Binding Determinations 3 2.4 Reliance on Experts 3 2.5 Delegation 3 3. ELIGIBILITY 3 4. SHARES SUBJECT TO THE PLAN 4 4.1 Shares Available 4] [IDREAMSKY TECHNOLOGY LIMITED 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE The purpose of the iDreamSky Technology Limited 2014 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of iDreamSky Technology Limited (the “Company”) by linking the personal interests of the members of the Board, Employees and Consultants to those of Company shareholders and by providing] [EMPLOYMENT AGREEMENT Agreement” Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS 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). The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement. AGREEMENT] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this “ RECITALS Board of Directors The Board of Directors of the Company (the “ AGREEMENT In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows: A. DEFINITIONS The following terms shall have the meanings defined below: Expenses Indemnifiable Event Participant] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of March 12, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the “Agreement”) is made and entered into by and between the Parties below as of March 12, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a “Party”] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on March 12, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen iDreamSky Technology Co., Ltd. In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of Shenzhen iDreamSky; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China] [Spousal Consent Transaction Documents iDreamSky (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and iDreamSky; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the WFOE. I] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Huaxiu Shenzhen Huaxiu Investment Co., Ltd. (“ 4. Company Shenzhen iDreamSky Technology Co., Ltd. (the “ For the purpose of this Agreement, each of the WFOE, Chen Xiangyu,] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Company Shenzhen iDreamSky Technology Co., Ltd. (the “ For the purpose of this Agreement, each of the WFOE, Chen Xiangyu and the Company is referred to as] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of March 5, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd., Party B: CHEN Xiangyu, Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each of Party] [Loan Agreement This Loan Agreement (the “Agreement”) is made and entered into by and between the Parties below as of March 5, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”): (1) Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (2) CHEN Xiangyu The Lender and the Borrower shall each be hereinafter referred to as a “Party”] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on March 5, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Shenzhen Mengyu Technology Co., Ltd., In this Agreement, each] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of Mengyu; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and] [Spousal Consent Li Xia Transaction Documents Mengyu (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and Mengyu; (3) The Power of Attorney executed by Chen Xiangyu; (4) The Loan Agreement entered into with the] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Guan Song, a Chinese citizen, whose identification number is 4. Company Shenzhen Mengyu Technology Co., Ltd. (the “ For the purpose of this Agreement, each of the WFOE,] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is ; 3. Guan Song, a Chinese citizen, whose identification number is ; and 4. Company Shenzhen Mengyu Technology Co., Ltd. (the “ For the purpose of this Agreement, each] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 19, 2012 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Address: Room 1325, Ruicheng Hotel, No.9 Xicui Road, Haidian District, Beijing, China Party] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of November 29, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu, Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement, each of] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 29, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”) Party A: Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. Party B: CHEN Xiangyu Party C: Beijing Chuangmeng Wuxian Technology Co., Ltd. In this Agreement,] [Power of Attorney Chen Xiangyu I, WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of Beijing Chuangmeng; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China] [Spousal Consent Li Xia Transaction Documents Beijing Chuangmeng (1) WFOE The Equity Interest Pledge Agreement entered into between Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (hereinafter referred to as the “ (2) The Exclusive Option Agreement entered into between the WFOE and Beijing Chuangmeng; (3) The Power of Attorney executed by Chen Xiangyu. I hereby undertake not to make] [Framework Agreement Agreement This Framework Agreement (the “ 1. WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (the “ 2. Chen Xiangyu, a Chinese citizen, whose identification number is 3. Li Meiping, a Chinese citizen, whose identification number is 4. Guan Song, a Chinese citizen, whose identification number is 5. Company Beijing Chuangmeng Wuxian Technology Co., Ltd. (the] [Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. KXZLA2(2013)001 Lease Contract of Kexing Science Park Lessor: Science Park Branch of Shenzhen Kexing Biotech Co., Ltd. (“Party A”) Lessee: Shenzhen iDreamSky Technology Co., Ltd. (“Party B”) Law of the People’s Republic of China This Contract is entered into by and between Party A and Party B (collectively, the “Parties”) under] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement Execution Date THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the “ (1) Company iDreamSky Technology Limited, an exempted limited liability company organized under the laws of the Cayman Islands (the “ (2) Beijing DC Beijing Chuangmeng Wuxian Technology Co., Ltd. (3) Chuang Meng Shenzhen iDreamSky Technology Co., Ltd. (4) Mengyu Domestic Enterprises] [ACT IDREAMSKY TECHNOLOGY LIMITED THIS CERTIFIES THAT, Name of Holder as set forth in Annex A [ Holder Company Maximum Aggregate Exercise Price as set forth in Annex A [ Purchase Agreement Certain Definitions. 1. Control Controlling Controlled “ Exercise Period “ Exercise Price Per Share “ Permitted Transferee “ Person “ Securities Act “ “ Unless otherwise stipulated, the] [Execution Version IDREAMSKY TECHNOLOGY LIMITED PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS PREFERRED SHARE SUBSCRIPTION AGREEMENT (the “ (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “ (2) HK Company iDreamSky Technology (HK) Limited (3) WFOE PRC Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. (4) Beijing DC Beijing Chuangmeng] [REPURCHASE AGREEMENT Agreement Effective Date This Repurchase Agreement (this “ (1) iDreamSky Technology Limited Company (2) Name and Particulars of the Sole Shareholder of the Seller [ 1 Name and Particulars of the Seller as set forth in Annex A [ Seller [ RECITALS Securities Owned as set forth in Annex A [ Whereas, as of the date of this] [Execution Version IDREAMSKY TECHNOLOGY LIMITED SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ (1) Company iDreamSky Technology Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “ (2) HK Company iDreamSky Technology (HK) Limited (创梦天地科技(香港)有限公司), a limited liability company incorporated under the laws of Hong Kong] [REGIONAL DISTRIBUTION AGREEMENT v1.04 th Halfbrick Studios Pty. Ltd. SHENZHEN IDREAMSKY TECHNOLOGY CO. LTD. THIS AGREEMENT, dated the 7 WHEREAS, the Licensor is the owner or licensee of certain applications of use on mobile, smartphone or tablet devices, such as games and hereinafter described; WHEREAS, the Licensor desires to grant to the Distributor the exclusive right to distribute, market and] [Agreement Effective Date This PUBLISHER LICENCE AGREEMENT (the “ Between: (1) IMANGI STUDIOS, LLC (2) CHUANGMENG WUXIAN (BEIJING) INFORMATION & TECHNOLOGY CO., LTD. iDreamsky Party Parties each a “ BACKGROUND (A) Content Provider is a game developer and is the developer and owner of “Temple Run” & “Temple Run 2”, a mobile game on the smartphone gaming platform. Content Provider] [Kiloo ApS • Klostergade 28, 1 • 8000 Aarhus C • Denmark Phone: +45 86 122 234 www.kiloo.com info@kiloo.com iDreamSky (Shenzhen Mengyu Technology Co., Ltd.) Mr. Jeff Lyndon 7/B1 B2, 9/B5 Evoc Technology Building No.31 Gaoxin Central Avenue 4th Nanshan District, Shenzhen China 13th of May 2013 Dear Jeff, The attached binding term sheet (the “Term Sheet”) sets forth the] [Game Business Cooperation Agreement between China Mobile Group Jiangsu Co., Ltd. and Shenzhen iDreamSky Technology Co., Ltd. Place of Signing: Nanjing, Jiangsu Party A: Address: Zip Code: Fax: Deposit Bank: Bank Account: State Tax Taxpayer Identification Number: Party B: Address: Zip Code: Fax: Deposit Bank: Bank Account: State Tax Taxpayer Identification Number: In order to fully leverage the advantages of] [Mobile Market Developer Service Agreement The “Mobile Market Developer Service” (the “Service”) refers to the billing, fee collection and payment service provided by the Mobile Market (the “Market”) to developers in connection with APPs. This Agreement is entered into by and between you and the Market. ARTICLE 1 1.1 The provisions hereunder may have material impact on your interest and] [Payment Authority Agreement Between China Unicom WoStore And (Content Provider: Shenzhen iDreamSky Technology Co., Ltd.) Venue of execution: Shanghai Page 1 of 22 Party A: China United Network Communications Limited, Shanghai Branch Legal Representative: Cai Quangen Registered Address: 410 Yan Qiao Road, Shanghai Business Registration No.: Long Chunyu Business Contact Person: Business Contact Address: 30F 1033 Chang Ning Road, Changning] [Jiangsu Telecom Contract No.: JSXCS1200166CC000 Cooperation Agreement on Mobile Game Business Between Dazzle Interactive Network Technologies Co., Ltd. And Shenzhen iDreamSky Technology Co., Ltd. Party A: Dazzle Interactive Network Technologies Co., Ltd. Address: 4F, Han Zhong Hua Mansion, 268 Han Zhong Road, Gu Lou District, Nanjing Zip code: 210001 Contact person: Chen Xi Tel: Name of account: Dazzle Interactive Network] [List of Subsidiaries Subsidiaries Name Jurisdiction of Incorporation iDreamSky Technology (HK) Limited Hong Kong Chuangmeng Wuxian (Beijing) Information & Technology Co., Ltd. People’s Republic of China (“PRC”) Affiliated Entities Name Jurisdiction of Incorporation Beijing Chuangmeng Wuxian Technology Co., Ltd. PRC Shenzhen iDreamSky Technology Co., Ltd. PRC Shenzhen Mengyu Technology Co., Ltd. PRC Shenzhen Yiyou Technology Limited PRC Shenzhen Zhuoyou Technology] [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 April 11, 2014, except for the effect of the share split described in Note 1.3 of the consolidated financial statements, as to which the date is July 3, 2014, relating to the consolidated financial statements of] [Consent of Analysys International 26-Jun, 2014 iDreamSky Technology Limited 16/F, A3 Building, Kexing Science Park 15 Keyuan Road North, Nanshan District Shenzhen, Guangdong, 518057 The People’s Republic of China Ladies and Gentlemen: Registration Statement Prospectus Offering Company SEC Marketing Materials Future SEC Filings Future Offering Documents Websites Analysys International hereby consents to the references to its name in (i) the] [CODE OF BUSINESS CONDUCT AND ETHICS of iDreamSky Technology Limited INTRODUCTION Purpose This Code applies to all of the directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply “employees.”]

By | 2016-03-16T23:50:33+00:00 July 3rd, 2014|Categories: Chinese Stocks, DSKY, Webplus ver|Tags: , , , , , |0 Comments
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XNET [Xunlei] F-1: FORM F-1 REGISTRATION STATEMENT XUNLEI LIMITED Not Applicable

[FORM F-1 REGISTRATION STATEMENT XUNLEI LIMITED Not Applicable Cayman Islands (State or other jurisdiction of 7370 (Primary Standard Industrial Not Applicable (I.R.S. Employer 4/F, Hans Innovation Mansion, North Ring Road Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. James C. Lin, Esq.] [Company No.: CR-144719 SEVENTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND SIXTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF XUNLEI LIMITED 迅雷有限公司 Adopted by Special Resolution passed on April 24, 2014 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2013 Revision) SEVENTH AMENDED AND RESTATED OF XUNLEI LIMITED 迅雷有限公司 (Adopted by special resolution passed on April 24, 2014) 1. The] [Execution Version XUNLEI LIMITED SEVEN TH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT THIS SEVENTH Agreement AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ April 24 , 201 4 by and among : (i) Company Xunlei Limited (formerly known as Giganology Limited), an exempted limited liability company organized under the laws of the Cayman Islands (the “ (ii) BVI Subsidiary Xunlei Network Technologies] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED SKYLINE GLOBAL COMPANY HOLDINGS LIMITED And CERTAIN OTHER PARTIES HERETO Dated as of January 31, 2012 SHARE PURCHASE AGREEMENT Agreement Company Primavera Investor Parties Party THIS SHARE PURCHASE AGREEMENT (this “ RECITALS WHEREAS the Company is an exempted company with limited liability established under the laws of the Cayman Islands on February] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED XIAOMI VENTURES LIMITED Dated as of February 13, 2014 SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this “ 1. Company Xunlei Limited, an exempted company incorporated under the laws of the Cayman Islands (the “ 2. BVI Co. Xunlei Network Technologies Limited, a company organized under the laws of the British] [Series E Preferred Shares (subject to adjustment) March 5, 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Xiaomi Ventures Limited (the “ Section 1. Definitions . As used herein, the following terms shall have the following meanings: (a) Affiliate “ (b) beneficial owner “ (c) Commission “ (d) Company “ (e) Change of Control “ (f) control controlled by under] [Series E Preferred Shares (subject to adjustment) March 5, 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Skyline Global Company Holdings Limited (the “ Section 1. Definitions Affiliate (a) “ beneficial owner (b) “ Commission (c) “ Company (d) “ Change of Control (e) “ control controlled by under common control with (f) “ Current Holder (g) “ Date of] [SUPPLEMENTAL AGREEMENT Amendment THIS AMENDMENTS TO SHARE PURCHASE AGREEMENT (this “ 1. Company Xunlei Limited, an exempted company incorporated under the laws of the Cayman Islands (the “ 2. BVI Co. Xunlei Network Technologies Limited, a company organized under the laws of the British Virgin Islands (the “ 3. HK Co. Xunlei Network Technologies Limited, a company organized under the] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED KING VENTURE HOLDINGS LIMITED MORNINGSIDE CHINA TMT SPECIAL OPPORTUNITY FUND, L.P. MORNINGSIDE CHINA TMT FUND III CO-INVESTMENT, L.P. IDG TECHNOLOGY VENTURE INVESTMENT V, L.P. Dated as of April 3 , 201 4 SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this “ April 3 , 201 4 , is entered into by] [GIGANOLOGY LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Giganology Limited 2010 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan or an Award Agreement, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [XUNLEI LIMITED 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Xunlei Limited 2013 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan or an Award Agreement, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [[Letter head of Leading Advice] LETTER AGREEMENT March 20 , 2014 To: Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 People’s Republic of China Re: 2013 Share Incentive Plan Dear Sirs, Reference is made to the 2013 Share Incentive Plan dated November 18 th , 2013 (the “Plan”) of Xunlei Limited, an exempted company] [XUNLEI LIMITED 201 4 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the Xunlei Limited 2014 Share Incentive Plan (the “ the Cayman Islands Company (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan or an Award Agreement, they shall have the meanings specified below, unless the context clearly indicates otherwise.] [[Letter head of Leading Advice] LETTER AGREEMENT To: Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 People’s Republic of China Re: 201 4 Share Incentive Plan Dear Sirs, Reference is made to the 201 4 Share Incentive Plan dated April 24 th , 2014 (the “Plan”) of Xunlei Limited, an exempted company incorporated under] [[Letter head of Leading Advice] LETTER AGREEMENT May 19 , 2014 To: Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 People’s Republic of China Re: 2013 Share Incentive Plan and 2014 Share Incentive Plan Dear Sirs, Reference is made to the 2013 Share Incentive Plan dated November 18 th , 2013 (the “2013 Plan”)] [Business Operation Agreement This BUSINESS OPERATION AGREEMENT (this “Agreement”), dated November 15, 2006, is made in Shenzhen by and between: Party A: Giganology (Shenzhen) Ltd. Legal Address: 11 th Floor, Shuguang Plaza, South District of High-tech Park, Nanshan District, Shenzhen, Guangdong, PRC; And Party B: Shenzhen Xunlei Networking Technologies Co., Ltd. Legal Address: 11 th Floor East, Shuguang Plaza, Ke] [Equity Pledge Agreement This EQUITY PLEDGE AGREEMENT (this “Contract”), dated November 15, 2006, is made in Shenzhen by and between: (1) Zou Shenglong (“Party A”), PRC resident ID number ####, with home address located at #### (2) Cheng Hao (“Party B”), PRC resident ID number ####, with home address located at #### (3) Wang Fang (“Party C”), PRC resident ID] [Power of Attorney Zou Shenglong, as a shareholder of Shenzhen Xunlei Networking Technologies Co., Ltd. (“Shenzhen Xunlei”), holds 76% equity interest in Shenzhen Xunlei in total. I, Zou Shenglong, agree to assign all of the rights I have as the shareholder of 76% equity interests in Shenzhen Xunlei to Giganology (Shenzhen) Ltd. (“Giganology”), and hereby irrevocably grant the following rights] [Power of Attorney Cheng Hao, as a shareholder of Shenzhen Xunlei Networking Technologies Co., Ltd. (“Shenzhen Xunlei”), holds 8.3% equity interest in Shenzhen Xunlei in total. I, Cheng Hao, agree to assign all of the rights I have as the shareholder of 8.3% equity interests in Shenzhen Xunlei to Giganology (Shenzhen) Ltd. (“Giganology”), and hereby irrevocably grant the following rights] [Power of Attorney Wang Fang, as a shareholder of Shenzhen Xunlei Networking Technologies Co., Ltd. (“Shenzhen Xunlei”), holds 0.7% equity interest in Shenzhen Xunlei in total. I, Wang Fang, agree to assign all of the rights I have as the shareholder of 0.7% equity interests in Shenzhen Xunlei to Giganology (Shenzhen) Ltd. (“Giganology”), and hereby irrevocably grant the following rights] [Power of Attorney Shi Jianming, as a shareholder of Shenzhen Xunlei Networking Technologies Co., Ltd. (“Shenzhen Xunlei”), holds 8.3% equity interest in Shenzhen Xunlei in total. I, Shi Jianming, agree to assign all of the rights I have as the shareholder of 8.3% equity interests in Shenzhen Xunlei to Giganology (Shenzhen) Ltd. (“Giganology”), and hereby irrevocably grant the following rights] [Power of Attorney Guangzhou Shulian Information Investment Co., Ltd., as a shareholder of Shenzhen Xunlei Networking Technologies Co., Ltd. (“Shenzhen Xunlei”), holds 6.7% equity interest in Shenzhen Xunlei in total. We, Guangzhou Shulian Information Investment Co., Ltd., agree to assign all of the rights we have as the shareholder of 6.7% equity interests in Shenzhen Xunlei to Giganology (Shenzhen) Ltd.] [Exclusive Technology Support and Services Agreement This EXCLUSIVE TECHNOLOGY SUPPORT AND SERVICES AGREEMENT (this “Agreement”), dated September 16, 2005, is made in Shenzhen by and between: Party A: Giganology (Shenzhen) Ltd. And Party B: Shenzhen Xunlei Networking Technologies Co., Ltd. (Collectively, the “Parties”) WHEREAS Party A is a duly registered and established wholly foreign owned enterprise, owning strong technical development] [Exclusive Technology Consulting and Training Agreement This EXCLUSIVE TECHNICAL CONSULTING AND TRAINING AGREEMENT (this “Agreement”), dated September 16, 2005, is made in Shenzhen by and between: Party A: Giganology (Shenzhen) Ltd. And Party B: Shenzhen Xunlei Networking Technologies Co., Ltd. (Collectively, the “Parties”) WHEREAS: Party A is a duly registered and formed wholly foreign owned enterprise, with strong strength and] [Proprietary Technology License Contract Agreement This Proprietary Technology License Contract (this “ (1) Giganology (Shenzhen) Ltd. Licensor a wholly foreign owned enterprise established under laws of the PRC, with registered address located at Room 802, Building 11, Shenzhen Software Park, Central District of High-tech Park, Nanshan District, Shenzhen, Guangdong, PRC. (the “ (2) Shenzhen Xunlei Networking Technologies Co., Ltd. Licensee] [Intellectual Properties Purchase Option Agreement This Intellectual Properties Purchase Option Agreement (this “Agreement”) is entered into on March 1, 2012 in Shenzhen, by and between: Party A: Shenzhen Xunlei Networking Technologies Co., Ltd. Legal Address: 7th and 8th Floor, Building 11, Shenzhen Software Park, Ke Ji Zhong Er Road, Nanshan District, Shenzhen, Guangdong, PRC. Party B: Giganology (Shenzhen) Ltd. Legal] [Loan Agreement Agreement This LOAN AGREEMENT (this “ (1) PRC Zou Shenglong, a resident of the People’s Republic of China (the “ (2) Cheng Hao, a PRC resident with ID No. ####; (3) Wang Fang, a PRC resident with ID No. ####; (4) Shi Jianming, a PRC resident with ID No. ####; (5) Guangzhou Shulian Information Investment Co., Ltd., a] [Loan Agreement Agreement This LOAN AGREEMENT (this “ (1) PRC Borrower Zou Shenglong, a resident of the People’s Republic of China (the “ (2) Giganology (Shenzhen) Ltd., a wholly foreign owned enterprise established under laws of the PRC, with registered address at 11 th Lender Floor, Shuguang Plaza, South District of High-tech Park, Nanshan District, Shenzhen, Guangdong, PRC. (the “] [Equity Interests Disposal Agreement This EQUITY INTERESTS DISPOSAL AGREEMENT (this “Agreement”), dated November 15, 2006, is made in Shenzhen by and among: Party A: Giganology (Shenzhen) Ltd. Legal Address: 11 th Floor, Shuguang Plaza, South District of High-tech Park, Nanshan District, Shenzhen, Guangdong, PRC; And Party B: (1) Zou Shenglong , PRC resident ID number ####, with home address located] [Technology Development and Software License Framework Agreement Agreement PRC This technology development and software license framework agreement (this “ (1) Party A Xunlei Computer (Shenzhen) Co., Ltd. (the “ th floor, Building 11, Shenzhen Software Park, Ke Ji Zhong Er Road, Nanshan District, Shenzhen; and (2) Party B Shenzhen Xunlei Networking Technologies Co., Ltd. (the “ ( Party Parties In] [Place of Incorporation Subsidiaries Giganology (Shenzhen) Co. Ltd. PRC Xunlei Network Technologies Limited British Virgin Islands Xunlei Network Technologies Limited Hong Kong Xunlei Computer (Shenzhen) Co., Ltd. PRC Variable Interest Entity] [CONSENT LETTER OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Xunlei Limited of our report dated March 21, 2014 relating to the consolidated financial statements of Xunlei Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such] [Consent of iResearch Consulting Group February 7, 2014 Xunlei Limited No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 People’s Republic of China Ladies and Gentlemen: Registration Statement Company SEC iResearch Consulting Group hereby consents to references to its name in (i) the registration statement on Form F-1 (together with any amendments thereto, the “ SEC Filings any written correspondences with] [Consent of Analysys International February 7, 2014 Xunlei Limited No. 9018 High-Tech Park, Nanshan District Shenzhen, 518057 People’s Republic of China Ladies and Gentlemen: Registration Statement Company SEC Analysys International hereby consents to references to its name in (i) the registration statement on Form F-1 (together with any amendments thereto, the “ SEC Filings any written correspondences with the SEC] [LEGAL OPINION To: XUNLEI LIMITED 4/F, Hans Innovation Mansion No. 9018 North Ring Road, High-Tech Park, Nanshan District Shenzhen 518057 People’s Republic of China May 23, 2014 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Common Shares Offered Securities” Registration Statement SEC We act as the PRC]

By | 2016-03-25T11:34:06+00:00 May 23rd, 2014|Categories: Chinese Stocks, Webplus ver, XNET|Tags: , , , , , |0 Comments
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BABA [Alibaba] F-1: (Original Filing)

[Subject to Completion, Dated , 2014 American Depositary Shares Representing Ordinary Shares Alibaba Group Holding Limited This is the initial public offering of Alibaba Group Holding Limited, or Alibaba Group. We are offering American Depositary Shares, or ADSs, and the selling shareholders named in this prospectus are offering ADSs. Each ADS represents ordinary shares, par value US$0.000025 per share. We] [THE COMPANIES LAW (2011 REVISION) OMPANY IMITED BY HARES C MEMORANDUM & ARTICLES OF ASSOCIATION OF ALIBABA GROUP HOLDING LIMITED (Amended and Restated by Special Resolution adopted on September 15, 2012 with effect from September 18, 2012) ALIBABA GROUP HOLDING LIMITED (Incorporated in the Cayman Islands) SPECIAL RESOLUTION Passed on the 18th day of May, 2013 Company At the extraordinary] [EXECUTION VERSION NEW SHAREHOLDERS AGREEMENT by and among Alibaba Group Holding Limited, Yahoo! Inc., SOFTBANK CORP., the Management Members (as defined herein) and certain other shareholders of Alibaba Group Holding Limited Dated as of September 18, 2012 TABLE OF CONTENTS 1. Definitions 1 2. Corporate Governance 16 2.1 General 16 2.2 Shareholder Actions 16 2.3 Board Composition 17 2.4 18] [EXECUTION VERSION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED SEPTEMBER 18, 2012 AMONG ALIBABA GROUP HOLDING LIMITED AND THE PERSONS WHOSE NAMES ARE SET OUT IN SCHEDULE 1 Table of Contents Page 1. Definitions 1 2. Amendment of Previous Registration Rights Agreement 8 3. U.S. Qualified IPO Request; Other Demand Registration 8 4. Piggyback Rights 11 5. Registration Form S-3] [EXECUTION VERSION VOTING AGREEMENT Agreement Company Shareholders Yahoo Inc. YHK Yahoo Party Parties THIS VOTING AGREEMENT (this “ WHEREAS, Share Repurchase Agreement WHEREAS, Shares WHEREAS, Voted Shares WHEREAS, 2007 Shareholders Agreement NOW, THEREFORE, Voting Section 1. (a) Each Shareholder, severally and not jointly, hereby covenants and agrees that, until the termination of this Agreement in accordance with the terms hereof,] [EXECUTION VERSION SHARE PURCHASE AND INVESTOR RIGHTS AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED, JACK YUN MA AND JOSEPH C. TSAI (FOR PURPOSES OF THE MANAGEMENT SECTIONS (AS DEFINED HEREIN) ONLY) and EACH OF THE INVESTORS IDENTIFIED ON SCHEDULE I HERETO dated as of August 27, 2012 CONTENTS CLAUSE PAGE ARTICLE I INTERPRETATION 3 EFINITIONS 1.1 D 3 ONSTRUCTION] [EXECUTION VERSION CONVERTIBLE PREFERENCE SHARE PURCHASE AGREEMENT by and between ALIBABA GROUP HOLDING LIMITED and EACH OF THE INVESTORS (AS DEFINED HEREIN) dated as of August 31, 2012 CONTENTS SECTION PAGE ARTICLE I INTERPRETATION 2 EFINITIONS 1.1 D 2 ONSTRUCTION 1.2 C 9 ARTICLE II AUTHORIZATION OF PREFERENCE SHARES 9 ARTICLE III PURCHASE AND SALE OF PREFERENCE SHARES 10 SSUANCE] [EXECUTION VERSION CONVERTIBLE PREFERENCE SHARE PURCHASE AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED and EACH OF THE INVESTORS (AS DEFINED HEREIN) dated as of October 15, 2012 CONTENTS SECTION PAGE ARTICLE I INTERPRETATION 2 EFINITIONS 1.1 D 2 ONSTRUCTION 1.2 C 8 ARTICLE II AUTHORIZATION OF PREFERENCE SHARES 8 ARTICLE III PURCHASE AND SALE OF PREFERENCE SHARES 9 SSUANCE] [Voting Agreement Schedule 1. voting agreement entered into by Dawn VA Ltd. and Yunfeng e-Commerce A Fund, L.P. on September 22, 2011; 2. voting agreement entered into by Dawn VA Ltd. and Yunfeng e-Commerce B Fund, L.P. on September 22, 2011; 3. voting agreement entered into by Dawn VA Ltd., DST China EC V, LP, DST Global II, L.P., DST] [Our ref RDS/604743-000013/7052252v2 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Alibaba Group Holding Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong 6 May 2014 Dear Sirs Alibaba Group Holding Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Alibaba Group Holding Limited (the “ 1 Documents Reviewed For the] [AMENDED AND RESTATED ALIBABA.COM CORPORATION 1999 SHARE OPTION PLAN (Adopted as of 15 November 1999 and amended by Directors’ Resolutions passed on 29 October 2002 and 13 May 2004 1. PURPOSE The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of Alibaba.com Corporation] [ALIBABA.COM CORPORATION 2004 SHARE OPTION PLAN As adopted May 13, 2004 Purposes of the Plan 1. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be] [ALIBABA.COM CORPORATION 2005 SHARE OPTION PLAN As adopted on June 1, 2005 and amended on October 7, 2005 and September 8, 2006 Purposes of the Plan 1. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success] [ALIBABA.COM CORPORATION 2007 SHARE INCENTIVE PLAN As adopted on April 12, 2007 Purposes of the Plan 1. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may] [ALIBABA GROUP HOLDING LIMITED 2011 EQUITY INCENTIVE PLAN As adopted on March 4, 2011 Purposes of the Plan 1. Plan Company Group The purposes of this Alibaba Group Holding Limited 2011 Equity Incentive Plan (the “ Definitions and Interpretation 2. Definitions (a) Administrator “ Applicable Law “ Award “ Award Agreement “ Board “ Business “ Cause “ (i) any] [Company Alibaba Group Holding Limited (the “ Plan Senior Management Equity Incentive Plan (the “ Background: Alibaba Shares a pool of 15 million shares be reserved for issue to members of management of the Company under a management share purchase plan, subject to such terms and conditions, including an analysis of the accounting impact, to be further proposed by management] [Company Alibaba Group Holding Limited (the “ Plan Partner Capital Investment Plan (the “ Purpose: Partners The purpose of the Plan is to provide senior employees of the Company and its Related Entities (as defined below) who have been elected partners of the Alibaba management partnership (the “ Plan Administrator: 2011 Plan Administrator Board The Plan shall be interpreted in] [Loan Agreement Schedule 1. 2. loan agreement entered into by Jack Ma, Simon Xie (together with Jack Ma, the “VIE Shareholders”) and Zhejiang Tmall Technology Co., Ltd. (the “WFOE”) on March 30, 2011; the agreement will terminate upon (i) 30 years from the effective date of the loan agreement, (ii) the expiry of the business term of the WFOE, or] [Exclusive Call Option Agreement Schedule 1. exclusive call option agreement entered into by Jack Ma, Simon Xie (together with Jack Ma, the “VIE Shareholders”), Taobao (China) Software Co., Ltd. (the “WFOE”) and Zhejiang Taobao Network Co., Ltd. (the “VIE”) on January 21, 2009; the agreement is effective upon signing and becomes null and void until all of equity interests and] [Proxy Agreement Schedule 1. proxy agreement entered into by Jack Ma, Simon Xie, Taobao (China) Software Co., Ltd. and Zhejiang Taobao Network Co., Ltd. on January 21, 2009; the agreement has a term of 8 years, subject to automatic renewal; 2. proxy agreement entered into by Jack Ma, Simon Xie, Zhejiang Tmall Technology Co., Ltd. and Zhejiang Tmall Network Co.,] [Equity Pledge Agreement Schedule 1. 2. 3. 4. 5. Annex A-1 DATED JANUARY 21, 2009 JACK MA SIMON XIE ZHEJIANG TAOBAO NETWORK CO., LTD. AND TAOBAO (CHINA) SOFTWARE CO., LTD. EQUITY PLEDGE AGREEMENT FOR ZHEJIANG TAOBAO NETWORK CO., LTD. EQUITY PLEDGE AGREEMENT THIS EQUITY PLEDGE AGREEMENT ( BETWEEN: (1) Jack Ma Domicile: ID Number: 330106640910009; and (2) Simon Xie Domicile:] [Exclusive Technical Service Agreement Schedule 1. 2. exclusive technical service agreement entered into by Zhejiang Tmall Technology Co., Ltd. (the “WFOE”) and Zhejiang Tmall Network Co., Ltd. (the “VIE”) on March 30, 2011; the agreement becomes effective on March 30, 2011 and has a term of 20 years; since the date of operation of Taobao Marketplace, the VIE shall pay] [EXECUTION VERSION SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENT by and between ALIBABA GROUP HOLDING LIMITED, YAHOO! INC., and YAHOO! HONG KONG HOLDINGS LIMITED dated as of May 20, 2012 TABLE OF CONTENTS Page ARTICLE I THE SHARE REPURCHASE, PREFERENCE SHARE ISSUANCE, AND TIPLA AMENDMENT 1.1 Initial Repurchase 1 1.2 Initial Repurchase Consideration and Issuance of Preference Shares 2 1.3] [FIRST AMENDMENT TO SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENT Amendment Agreement AGH Purchaser Yahoo! YHK Seller Sellers This Amendment, dated as of September 11, 2012 (this “ WHEREAS, the Series A Convertible Preference Shares to be sold by Purchaser as part of the financing for the Initial Repurchase (which preference shares are Equity Interests) contain certain features or provisions] [SECOND AMENDMENT TO SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENT Amendment Agreement AGH Yahoo! YHK THIS AMENDMENT, dated as of October 14, 2013 (the “ WHEREAS, the parties desire to reduce the maximum number of IPO Shares that Yahoo! and YHK may be required to dispose of in connection with a Qualified IPO from 261,500,000 to 208,000,000; and Section 7.7] [EXECUTION VERSION AMENDED AND RESTATED TECHNOLOGY AND INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between YAHOO! INC. and ALIBABA GROUP HOLDING LIMITED September 18, 2012 TABLE OF CONTENTS Page Article I DEFINITIONS: RULES OF CONSTRUCTION 2 1.1 Definitions 2 1.2 Rules of Construction 9 Article II GRANT OF RIGHTS; OWNERSHIP OF INTELLECTUAL PROPERTY 10 2.1 Yahoo! Transitional Trademark License to Alibaba] [EXECUTION VERSION FRAMEWORK AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED, SOFTBANK CORP., YAHOO! INC., 支付宝（中国）网络技术有限公司 (ALIPAY.COM CO., LTD.), APN LTD., Jack Ma Yun, Joseph Chung Tsai, 浙江阿里巴巴电子商务有限公司 (ZHEJIANG ALIBABA E-COMMERCE CO., LTD.) and the Joinder Parties DATED JULY 29, 2011 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS Section 1.01 Definitions 3 Section 1.02 Construction 16 Section 1.03] [AMENDMENT TO THE ALIPAY FRAMEWORK AGREEMENT Alipay Framework Agreement Alibaba WHEREAS, reference is hereby made to that certain Framework Agreement, dated as of July 29, 2011 (the “ Amendment WHEREAS, the Parties desire and intend that this Amendment to the Alipay Framework Agreement (this “ WHEREAS, capitalized terms used herein and not otherwise defined will have the meanings specified in] [EXECUTION COPY SECOND AMENDMENT TO THE ALIPAY FRAMEWORK AGREEMENT Amendment Alibaba SoftBank Yahoo OpCo IPCo HoldCo JMY JT Party Parties This Second Amendment to the Alipay Framework Agreement, dated as of May 3, 2014 (this “ RECITALS WHEREAS Framework Agreement WHEREAS WHEREAS, IPCo Promissory Note WHEREAS Commercial Agreement WHEREAS Intellectual Property License and Software Technology Services Agreement WHEREAS, Shared Services] [WAIVER AND CONSENT AGREEMENT Waiver and Consent Alibaba SoftBank Yahoo ! OpCo IPCo HoldCo JM JT Shareholders Agreement Party Parties This Waiver and Consent Agreement (this “ Agreement Newco WHEREAS, HoldCo desires to, directly or indirectly, form, capitalize and operate, and own not less than a 60% stake in, a new direct or indirect subsidiary of HoldCo (“ Subco WHEREAS,] [COMMERCIAL AGREEMENT COMMERCIAL AGREEMENT Agreement Recipient HoldCo Provider Party Parties This WHEREAS Provider WHEREAS Framework Agreement WHEREAS NOW THEREFORE 1. DEFINITIONS 1.1 Acquired Business 1.2 Actions 1.3 Affiliate provided 1.4 Agreement 1.5 Applicable Bank Fees Schedule 7.1 1.6 Appointed Banks Schedule 7.1 1.7 Approved Fee Rate Schedule 7.1 1.8 Arrow Decrease Schedule 7.1 1.9 Bank Fees Schedule 7.1 1.10 Bank] [AMENDMENT TO THE COMMERCIAL AGREEMENT Agreement Recipient Alibaba HoldCo Provider OpCo Framework Agreement Reference is made to that certain Commercial Agreement, dated as of July 29, 2011 (the “ Alibaba, HoldCo and OpCo hereby agree to amend the Agreement as follows: 1. All references in the Agreement to the term “Arrow Decrease” are replaced with references to the term “Recipient] [EXECUTION VERSION INTELLECTUAL PROPERTY LICENSE AND SOFTWARE TECHNOLOGY SERVICES AGREEMENT THIS INTELLECTUAL PROPERTY LICENSE AND SOFTWARE TECHNOLOGY SERVICES AGREEMENT Agreement ALIBABA GROUP HOLDING LIMITED Alibaba Opco RECITALS WHEREAS WHEREAS WHEREAS Framework Agreement WHEREAS NOW, THEREFORE AGREEMENT 1. DEFINITIONS AND CONSTRUCTION 1.1 Definitions (a) Affiliate provided (b) Alipay Software Ltd. (c) Subsidiary Sublicensee (d) Alibaba Group (e) Alibaba IT (f) Business] [EXECUTION COPY SHARE SUBSCRIPTION AND PURCHASE AGREEMENT among ALI WB INVESTMENT HOLDING LIMITED, SINA CORPORATION and WEIBO CORPORATION Dated as of April 29, 2013 CONFIDENTIAL TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Certain Defined Terms 2 SECTION 1.02. Definitions 9 SECTION 1.03. Interpretation and Rules of Construction 10 ARTICLE II SUBSCRIPTION, PURCHASE AND SALE SECTION 2.01.] [Execution Version AGREEMENT AND PLAN OF MERGER among ALIBABA INVESTMENT LIMITED, ALI ET INVESTMENT HOLDING LIMITED and AUTONAVI HOLDINGS LIMITED Dated as of April 11, 2014 TABLE OF CONTENTS ARTICLE I THE MERGER Page SECTION 1.01 The Merger 1 SECTION 1.02 Closing; Closing Date 2 SECTION 1.03 Effective Time 2 SECTION 1.04 Memorandum and Articles of Association of Surviving Company] [EXECUTION VERSION VOTING AGREEMENT by and among ALIBABA INVESTMENT LIMITED, ALI ET INVESTMENT HOLDING LIMITED and the Shareholders listed on Schedule A hereto Dated as of April 11 , 2014 TABLE OF CONTENTS Page ARTICLE I GENERAL 2 Section 1.1. Defined Terms 2 ARTICLE II VOTING 4 Section 2.1. Agreement to Vote 4 Section 2.2. Grant of Proxy 5 Section] [EXECUTION VERSION 30 April 2013 ALIBABA GROUP HOLDING LIMITED THE COMPANIES NAMED HEREIN as Original Guarantors arranged by THE FINANCIAL INSTITUTIONS NAMED HEREIN as Mandated Lead Arrangers THE FINANCIAL INSTITUTIONS NAMED HEREIN as Original Lenders with CITICORP INTERNATIONAL LIMITED acting as Agent CITICORP INTERNATIONAL LIMITED acting as Security Agent US$8,000,000,000 FACILITIES AGREEMENT dated 30 April 2013 for ALIBABA GROUP HOLDING] [List of Significant Subsidiaries and Consolidated Entities of Alibaba Group Holding Limited Alibaba Investment Limited (BVI) Alibaba Group Properties Limited (Cayman Islands) Alibaba Group Treasury Limited (BVI) Des Voeux Investment Company Limited (BVI) Alibaba Group Services Limited (Hong Kong) Alibaba (China) Co., Ltd. (PRC) Hangzhou Ali Venture Capital Co., Ltd. (PRC) Alibaba.com International (Cayman) Holding Limited (Cayman Islands) Alibaba.com International] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Alibaba Group Holding Limited of our report dated May 6, 2014 relating to the financial statements of Alibaba Group Holding Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts”] [Alibaba Holdings Group Limited To: May 6, 2014 Re: Legal Opinion on Certain PRC Law Matters Dear Sirs, PRC We are lawyers qualified in the People’s Republic of China (the “ Company ADSs Listing Ordinary Share Offering”). PRC Authorities PRC Laws Governmental Authorizations Material PRC Subsidiaries Appendix A Material Variable Interest Entities Appendix B M&A Rules CSRC As used in] [See also International Reporting and Disclosure Issues in the Division of Corporation Finance In connection with this waiver request, the Company represents to the Commission that: 1. The Company is not currently a public reporting company in any jurisdiction. 2. 3. Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.]

By | 2016-03-17T23:18:54+00:00 May 6th, 2014|Categories: BABA, Chinese Stocks, SEC Original|Tags: , , , , , |0 Comments
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BABA [Alibaba] F-1: Subject to Completion, Dated , 2014 American Depositary

[Subject to Completion, Dated , 2014 American Depositary Shares Representing Ordinary Shares Alibaba Group Holding Limited This is the initial public offering of Alibaba Group Holding Limited, or Alibaba Group. We are offering American Depositary Shares, or ADSs, and the selling shareholders named in this prospectus are offering ADSs. Each ADS represents ordinary shares, par value US$0.000025 per share. We] [THE COMPANIES LAW (2011 REVISION) OMPANY IMITED BY HARES C MEMORANDUM & ARTICLES OF ASSOCIATION OF ALIBABA GROUP HOLDING LIMITED (Amended and Restated by Special Resolution adopted on September 15, 2012 with effect from September 18, 2012) ALIBABA GROUP HOLDING LIMITED (Incorporated in the Cayman Islands) SPECIAL RESOLUTION Passed on the 18th day of May, 2013 Company At the extraordinary] [EXECUTION VERSION NEW SHAREHOLDERS AGREEMENT by and among Alibaba Group Holding Limited, Yahoo! Inc., SOFTBANK CORP., the Management Members (as defined herein) and certain other shareholders of Alibaba Group Holding Limited Dated as of September 18, 2012 TABLE OF CONTENTS 1. Definitions 1 2. Corporate Governance 16 2.1 General 16 2.2 Shareholder Actions 16 2.3 Board Composition 17 2.4 18] [EXECUTION VERSION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED SEPTEMBER 18, 2012 AMONG ALIBABA GROUP HOLDING LIMITED AND THE PERSONS WHOSE NAMES ARE SET OUT IN SCHEDULE 1 Table of Contents Page 1. Definitions 1 2. Amendment of Previous Registration Rights Agreement 8 3. U.S. Qualified IPO Request; Other Demand Registration 8 4. Piggyback Rights 11 5. Registration Form S-3] [EXECUTION VERSION VOTING AGREEMENT Agreement Company Shareholders Yahoo Inc. YHK Yahoo Party Parties THIS VOTING AGREEMENT (this “ WHEREAS, Share Repurchase Agreement WHEREAS, Shares WHEREAS, Voted Shares WHEREAS, 2007 Shareholders Agreement NOW, THEREFORE, Voting Section 1. (a) Each Shareholder, severally and not jointly, hereby covenants and agrees that, until the termination of this Agreement in accordance with the terms hereof,] [EXECUTION VERSION SHARE PURCHASE AND INVESTOR RIGHTS AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED, JACK YUN MA AND JOSEPH C. TSAI (FOR PURPOSES OF THE MANAGEMENT SECTIONS (AS DEFINED HEREIN) ONLY) and EACH OF THE INVESTORS IDENTIFIED ON SCHEDULE I HERETO dated as of August 27, 2012 CONTENTS CLAUSE PAGE ARTICLE I INTERPRETATION 3 EFINITIONS 1.1 D 3 ONSTRUCTION] [EXECUTION VERSION CONVERTIBLE PREFERENCE SHARE PURCHASE AGREEMENT by and between ALIBABA GROUP HOLDING LIMITED and EACH OF THE INVESTORS (AS DEFINED HEREIN) dated as of August 31, 2012 CONTENTS SECTION PAGE ARTICLE I INTERPRETATION 2 EFINITIONS 1.1 D 2 ONSTRUCTION 1.2 C 9 ARTICLE II AUTHORIZATION OF PREFERENCE SHARES 9 ARTICLE III PURCHASE AND SALE OF PREFERENCE SHARES 10 SSUANCE] [EXECUTION VERSION CONVERTIBLE PREFERENCE SHARE PURCHASE AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED and EACH OF THE INVESTORS (AS DEFINED HEREIN) dated as of October 15, 2012 CONTENTS SECTION PAGE ARTICLE I INTERPRETATION 2 EFINITIONS 1.1 D 2 ONSTRUCTION 1.2 C 8 ARTICLE II AUTHORIZATION OF PREFERENCE SHARES 8 ARTICLE III PURCHASE AND SALE OF PREFERENCE SHARES 9 SSUANCE] [Voting Agreement Schedule 1. voting agreement entered into by Dawn VA Ltd. and Yunfeng e-Commerce A Fund, L.P. on September 22, 2011; 2. voting agreement entered into by Dawn VA Ltd. and Yunfeng e-Commerce B Fund, L.P. on September 22, 2011; 3. voting agreement entered into by Dawn VA Ltd., DST China EC V, LP, DST Global II, L.P., DST] [Our ref RDS/604743-000013/7052252v2 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Alibaba Group Holding Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong 6 May 2014 Dear Sirs Alibaba Group Holding Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Alibaba Group Holding Limited (the “ 1 Documents Reviewed For the] [AMENDED AND RESTATED ALIBABA.COM CORPORATION 1999 SHARE OPTION PLAN (Adopted as of 15 November 1999 and amended by Directors’ Resolutions passed on 29 October 2002 and 13 May 2004 1. PURPOSE The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of Alibaba.com Corporation] [ALIBABA.COM CORPORATION 2004 SHARE OPTION PLAN As adopted May 13, 2004 Purposes of the Plan 1. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be] [ALIBABA.COM CORPORATION 2005 SHARE OPTION PLAN As adopted on June 1, 2005 and amended on October 7, 2005 and September 8, 2006 Purposes of the Plan 1. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success] [ALIBABA.COM CORPORATION 2007 SHARE INCENTIVE PLAN As adopted on April 12, 2007 Purposes of the Plan 1. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may] [ALIBABA GROUP HOLDING LIMITED 2011 EQUITY INCENTIVE PLAN As adopted on March 4, 2011 Purposes of the Plan 1. Plan Company Group The purposes of this Alibaba Group Holding Limited 2011 Equity Incentive Plan (the “ Definitions and Interpretation 2. Definitions (a) Administrator “ Applicable Law “ Award “ Award Agreement “ Board “ Business “ Cause “ (i) any] [Company Alibaba Group Holding Limited (the “ Plan Senior Management Equity Incentive Plan (the “ Background: Alibaba Shares a pool of 15 million shares be reserved for issue to members of management of the Company under a management share purchase plan, subject to such terms and conditions, including an analysis of the accounting impact, to be further proposed by management] [Company Alibaba Group Holding Limited (the “ Plan Partner Capital Investment Plan (the “ Purpose: Partners The purpose of the Plan is to provide senior employees of the Company and its Related Entities (as defined below) who have been elected partners of the Alibaba management partnership (the “ Plan Administrator: 2011 Plan Administrator Board The Plan shall be interpreted in] [Loan Agreement Schedule 1. 2. loan agreement entered into by Jack Ma, Simon Xie (together with Jack Ma, the “VIE Shareholders”) and Zhejiang Tmall Technology Co., Ltd. (the “WFOE”) on March 30, 2011; the agreement will terminate upon (i) 30 years from the effective date of the loan agreement, (ii) the expiry of the business term of the WFOE, or] [Exclusive Call Option Agreement Schedule 1. exclusive call option agreement entered into by Jack Ma, Simon Xie (together with Jack Ma, the “VIE Shareholders”), Taobao (China) Software Co., Ltd. (the “WFOE”) and Zhejiang Taobao Network Co., Ltd. (the “VIE”) on January 21, 2009; the agreement is effective upon signing and becomes null and void until all of equity interests and] [Proxy Agreement Schedule 1. proxy agreement entered into by Jack Ma, Simon Xie, Taobao (China) Software Co., Ltd. and Zhejiang Taobao Network Co., Ltd. on January 21, 2009; the agreement has a term of 8 years, subject to automatic renewal; 2. proxy agreement entered into by Jack Ma, Simon Xie, Zhejiang Tmall Technology Co., Ltd. and Zhejiang Tmall Network Co.,] [Equity Pledge Agreement Schedule 1. 2. 3. 4. 5. Annex A-1 DATED JANUARY 21, 2009 JACK MA SIMON XIE ZHEJIANG TAOBAO NETWORK CO., LTD. AND TAOBAO (CHINA) SOFTWARE CO., LTD. EQUITY PLEDGE AGREEMENT FOR ZHEJIANG TAOBAO NETWORK CO., LTD. EQUITY PLEDGE AGREEMENT THIS EQUITY PLEDGE AGREEMENT ( BETWEEN: (1) Jack Ma Domicile: ID Number: 330106640910009; and (2) Simon Xie Domicile:] [Exclusive Technical Service Agreement Schedule 1. 2. exclusive technical service agreement entered into by Zhejiang Tmall Technology Co., Ltd. (the “WFOE”) and Zhejiang Tmall Network Co., Ltd. (the “VIE”) on March 30, 2011; the agreement becomes effective on March 30, 2011 and has a term of 20 years; since the date of operation of Taobao Marketplace, the VIE shall pay] [EXECUTION VERSION SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENT by and between ALIBABA GROUP HOLDING LIMITED, YAHOO! INC., and YAHOO! HONG KONG HOLDINGS LIMITED dated as of May 20, 2012 TABLE OF CONTENTS Page ARTICLE I THE SHARE REPURCHASE, PREFERENCE SHARE ISSUANCE, AND TIPLA AMENDMENT 1.1 Initial Repurchase 1 1.2 Initial Repurchase Consideration and Issuance of Preference Shares 2 1.3] [FIRST AMENDMENT TO SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENT Amendment Agreement AGH Purchaser Yahoo! YHK Seller Sellers This Amendment, dated as of September 11, 2012 (this “ WHEREAS, the Series A Convertible Preference Shares to be sold by Purchaser as part of the financing for the Initial Repurchase (which preference shares are Equity Interests) contain certain features or provisions] [SECOND AMENDMENT TO SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENT Amendment Agreement AGH Yahoo! YHK THIS AMENDMENT, dated as of October 14, 2013 (the “ WHEREAS, the parties desire to reduce the maximum number of IPO Shares that Yahoo! and YHK may be required to dispose of in connection with a Qualified IPO from 261,500,000 to 208,000,000; and Section 7.7] [EXECUTION VERSION AMENDED AND RESTATED TECHNOLOGY AND INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between YAHOO! INC. and ALIBABA GROUP HOLDING LIMITED September 18, 2012 TABLE OF CONTENTS Page Article I DEFINITIONS: RULES OF CONSTRUCTION 2 1.1 Definitions 2 1.2 Rules of Construction 9 Article II GRANT OF RIGHTS; OWNERSHIP OF INTELLECTUAL PROPERTY 10 2.1 Yahoo! Transitional Trademark License to Alibaba] [EXECUTION VERSION FRAMEWORK AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED, SOFTBANK CORP., YAHOO! INC., 支付宝（中国）网络技术有限公司 (ALIPAY.COM CO., LTD.), APN LTD., Jack Ma Yun, Joseph Chung Tsai, 浙江阿里巴巴电子商务有限公司 (ZHEJIANG ALIBABA E-COMMERCE CO., LTD.) and the Joinder Parties DATED JULY 29, 2011 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS Section 1.01 Definitions 3 Section 1.02 Construction 16 Section 1.03] [AMENDMENT TO THE ALIPAY FRAMEWORK AGREEMENT Alipay Framework Agreement Alibaba WHEREAS, reference is hereby made to that certain Framework Agreement, dated as of July 29, 2011 (the “ Amendment WHEREAS, the Parties desire and intend that this Amendment to the Alipay Framework Agreement (this “ WHEREAS, capitalized terms used herein and not otherwise defined will have the meanings specified in] [EXECUTION COPY SECOND AMENDMENT TO THE ALIPAY FRAMEWORK AGREEMENT Amendment Alibaba SoftBank Yahoo OpCo IPCo HoldCo JMY JT Party Parties This Second Amendment to the Alipay Framework Agreement, dated as of May 3, 2014 (this “ RECITALS WHEREAS Framework Agreement WHEREAS WHEREAS, IPCo Promissory Note WHEREAS Commercial Agreement WHEREAS Intellectual Property License and Software Technology Services Agreement WHEREAS, Shared Services] [WAIVER AND CONSENT AGREEMENT Waiver and Consent Alibaba SoftBank Yahoo ! OpCo IPCo HoldCo JM JT Shareholders Agreement Party Parties This Waiver and Consent Agreement (this “ Agreement Newco WHEREAS, HoldCo desires to, directly or indirectly, form, capitalize and operate, and own not less than a 60% stake in, a new direct or indirect subsidiary of HoldCo (“ Subco WHEREAS,] [COMMERCIAL AGREEMENT COMMERCIAL AGREEMENT Agreement Recipient HoldCo Provider Party Parties This WHEREAS Provider WHEREAS Framework Agreement WHEREAS NOW THEREFORE 1. DEFINITIONS 1.1 Acquired Business 1.2 Actions 1.3 Affiliate provided 1.4 Agreement 1.5 Applicable Bank Fees Schedule 7.1 1.6 Appointed Banks Schedule 7.1 1.7 Approved Fee Rate Schedule 7.1 1.8 Arrow Decrease Schedule 7.1 1.9 Bank Fees Schedule 7.1 1.10 Bank] [AMENDMENT TO THE COMMERCIAL AGREEMENT Agreement Recipient Alibaba HoldCo Provider OpCo Framework Agreement Reference is made to that certain Commercial Agreement, dated as of July 29, 2011 (the “ Alibaba, HoldCo and OpCo hereby agree to amend the Agreement as follows: 1. All references in the Agreement to the term “Arrow Decrease” are replaced with references to the term “Recipient] [EXECUTION VERSION INTELLECTUAL PROPERTY LICENSE AND SOFTWARE TECHNOLOGY SERVICES AGREEMENT THIS INTELLECTUAL PROPERTY LICENSE AND SOFTWARE TECHNOLOGY SERVICES AGREEMENT Agreement ALIBABA GROUP HOLDING LIMITED Alibaba Opco RECITALS WHEREAS WHEREAS WHEREAS Framework Agreement WHEREAS NOW, THEREFORE AGREEMENT 1. DEFINITIONS AND CONSTRUCTION 1.1 Definitions (a) Affiliate provided (b) Alipay Software Ltd. (c) Subsidiary Sublicensee (d) Alibaba Group (e) Alibaba IT (f) Business] [EXECUTION COPY SHARE SUBSCRIPTION AND PURCHASE AGREEMENT among ALI WB INVESTMENT HOLDING LIMITED, SINA CORPORATION and WEIBO CORPORATION Dated as of April 29, 2013 CONFIDENTIAL TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Certain Defined Terms 2 SECTION 1.02. Definitions 9 SECTION 1.03. Interpretation and Rules of Construction 10 ARTICLE II SUBSCRIPTION, PURCHASE AND SALE SECTION 2.01.] [Execution Version AGREEMENT AND PLAN OF MERGER among ALIBABA INVESTMENT LIMITED, ALI ET INVESTMENT HOLDING LIMITED and AUTONAVI HOLDINGS LIMITED Dated as of April 11, 2014 TABLE OF CONTENTS ARTICLE I THE MERGER Page SECTION 1.01 The Merger 1 SECTION 1.02 Closing; Closing Date 2 SECTION 1.03 Effective Time 2 SECTION 1.04 Memorandum and Articles of Association of Surviving Company] [EXECUTION VERSION VOTING AGREEMENT by and among ALIBABA INVESTMENT LIMITED, ALI ET INVESTMENT HOLDING LIMITED and the Shareholders listed on Schedule A hereto Dated as of April 11 , 2014 TABLE OF CONTENTS Page ARTICLE I GENERAL 2 Section 1.1. Defined Terms 2 ARTICLE II VOTING 4 Section 2.1. Agreement to Vote 4 Section 2.2. Grant of Proxy 5 Section] [EXECUTION VERSION 30 April 2013 ALIBABA GROUP HOLDING LIMITED THE COMPANIES NAMED HEREIN as Original Guarantors arranged by THE FINANCIAL INSTITUTIONS NAMED HEREIN as Mandated Lead Arrangers THE FINANCIAL INSTITUTIONS NAMED HEREIN as Original Lenders with CITICORP INTERNATIONAL LIMITED acting as Agent CITICORP INTERNATIONAL LIMITED acting as Security Agent US$8,000,000,000 FACILITIES AGREEMENT dated 30 April 2013 for ALIBABA GROUP HOLDING] [List of Significant Subsidiaries and Consolidated Entities of Alibaba Group Holding Limited Alibaba Investment Limited (BVI) Alibaba Group Properties Limited (Cayman Islands) Alibaba Group Treasury Limited (BVI) Des Voeux Investment Company Limited (BVI) Alibaba Group Services Limited (Hong Kong) Alibaba (China) Co., Ltd. (PRC) Hangzhou Ali Venture Capital Co., Ltd. (PRC) Alibaba.com International (Cayman) Holding Limited (Cayman Islands) Alibaba.com International] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Alibaba Group Holding Limited of our report dated May 6, 2014 relating to the financial statements of Alibaba Group Holding Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts”] [Alibaba Holdings Group Limited To: May 6, 2014 Re: Legal Opinion on Certain PRC Law Matters Dear Sirs, PRC We are lawyers qualified in the People’s Republic of China (the “ Company ADSs Listing Ordinary Share Offering”). PRC Authorities PRC Laws Governmental Authorizations Material PRC Subsidiaries Appendix A Material Variable Interest Entities Appendix B M&A Rules CSRC As used in] [See also International Reporting and Disclosure Issues in the Division of Corporation Finance In connection with this waiver request, the Company represents to the Commission that: 1. The Company is not currently a public reporting company in any jurisdiction. 2. 3. Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.]

By | 2016-03-17T23:20:22+00:00 May 6th, 2014|Categories: BABA, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments
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ZPIN [Zhaopin] F-1: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (2) Proposed maximum aggregate Amount of registration fee (1) Class A ordinary Shares, par value US$0.01 per share US$100,000,000 US$12,880 (1) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration] [AMENDED AND RESTATED 19 February 2013 THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ZHAOPIN LIMITED (Adopted by Special Resolution dated 8 February 2013 and effective 19 February 2013) 1. Name Company The name of the Company is Zhaopin Limited (the “ 2. Registered Office Board The Registered] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES TENTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ZHAOPIN LIMITED (adopted by a Special Resolution passed on , 2014 and effective immediately prior to the completion of the initial public offering of the Company’s American Depositary Shares representing its Class A Ordinary Shares) THE COMPANIES] [SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT “Shareholders Agreement” ) ( “Zhaopin” “Company” ), Schedule 1 “Existing Shareholders” ), Schedule 2 “Investors” ), “Existing Agreement” ). This SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF ZHAOPIN LIMITED (the The parties believe it is in the best interests of Zhaopin and the other parties hereto to provide to the Investors and the Existing] [Our ref SMC/653331-000001/23555895v6 Zhaopin Limited c/o Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands [*] Dear Sirs Zhaopin Limited Company Registration Statement Form F-1 Commission Act Shares Underwriting Agreement 1 Documents Reviewed We have reviewed originals, copies, drafts or conformed copies of the following documents: 1.1 Current Articles Post-IPO Articles The Certificate of Incorporation] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] May 5, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Re: American Depositary Shares of Zhaopin Limited (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies] [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 www.tongshang.com.cn E-mail Add : beijing@tongshang.com Website: May 5, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 The People’s Republic of China Dear Sirs: PRC We are qualified] [Zhaopin.com, Ltd. 2004 Employee Stock Option Plan ZHAOPIN, LTD. 2004 STOCK OPTION PLAN ARTICLE 1. PURPOSE 2004 Plan The purposes of this 2004 Stock Option Plan (the “ ARTICLE 2. DEFINITIONS As used herein, the following definitions shall apply: a) Board “ b) Change Of Control Event “ c) China PRC “ d) Code “ e) Commission “ f) Company] [ZHAOPIN, LTD. 2005 STOCK OPTION PLAN ARTICLE 1. PURPOSE 2005 Plan The purposes of this 2005 Stock Option Plan (the “ ARTICLE 2. DEFINITIONS As used herein, the following definitions shall apply: a) Board “ b) Change Of Control Event “ c) China PRC “ d) Code “ e) Commission “ f) Company Zhaopin Subsidiary “ g) Continuous Status as] [ZHAOPIN, LTD. 2006 STOCK OPTION PLAN ARTICLE 1. PURPOSE 2006 Plan ARTICLE 2. DEFINITIONS As used herein, the following definitions shall apply: Board “ Change Of Control Event “ China PRC “ Code “ Commission “ Company Zhaopin Subsidiary “ Continuous Status as an Employee “ Director “ Employee “ Exchange Act “ Managers “ Option incentive stock option Stock] [ZHAOPIN LIMITED 2010 GLOBAL SHARE PLAN (Adopted by the Company’s Board of Directors on 26 April, 2010) (Approved by the Company’s Members on 25 May, 2010) Purposes of the Plan 1. Definitions 2. Administrator (a) “ Applicable Law (b) “ Award (c) “ Award Agreement (d) “ Board (e) “ Change in Control (f) “ Change in Ownership of the] [ZHAOPIN LIMITED 2013 GLOBAL SHARE PLAN (Adopted by the Company’s Board of Directors on 28 June, 2013) (Approved by the Company’s Members on 28 June, 2013) Purposes of the Plan 1. Definitions 2. Administrator (a) “ Applicable Law (b) “ Award (c) “ Award Agreement (d) “ Board (e) “ Change in Control (f) “ Change in Ownership of the] [Zhaopin Limited 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Zhaopin Limited 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 so] [ZHAOPIN LIMITED EMPLOYMENT AGREEMENT Agreement Executive Company This Employment Agreement (the “ RECITALS The Company believes it is in the best interests of the Company to retain Executive and incentivize Executive to serve the Company. Accordingly, the Company and Executive agree to enter into this Employment Agreement. Now therefore, in consideration of the mutual promises, covenants and agreements contained herein,] [FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT Agreement Company Indemnitee WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claim Agent Indemnification Event Expenses (i) 1 Derivative Actions except (ii) Reviewing Party Expense Advance (b) Contribution (c) 2 Securities Act Survival Regardless of Investigation (d) Change in Control M&A (e) Mandatory Payment of Expenses (f)] [Equity Interest Pledge Agreement By and between Yuanwei Xie Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd May 2, 2014 Equity Interest Pledge Agreement Agreement PRC This Equity Interest Pledge Agreement (this “ Party A: Yuanwei Xie Residence: Room 306, No. 76 Shilansancun, Putuo District, Shanghai ID card No.: *** Party] [Loan Agreement By and between Yuanwei Xie Xin WANG And Zhilian Wangpin (Beijing) Technology Co., Ltd May 2, 2014 Loan Agreement Agreement PRC This Loan Agreement (this “ Party A: Yuanwei Xie Residence: Room 306. No. 76 Shilansancun, Putuo District, Shanghai ID card No.: *** Party B: Xin WANG Residence: Room 106, Building 16, No. 39 Xinzhuangcun, Xuanwu District, Nanjing] [Exclusive Technology Consulting and Service Agreement By and between Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd July 7, 2011 Exclusive Technology Consulting and Service Agreement Agreement This Exclusive Technology Consulting and Service Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue,] [Business Operations Agreement By and between Yuanwei Xie Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd May 2, 2014 Business Operations Agreement Agreement PRC This Business Operations Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 573, Shenchang Building, No. 51 Zhichun Road, Haidian District, Beijing; Legal] [Exclusive Equity Option Agreement By and between Yuanwei Xie Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd On Beijing Zhilian Sanke Human Resources Service Co., Ltd May 2, 2014 Exclusive Equity Option Agreement Agreement PRC This Exclusive Equity Option Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd. Address:] [Power of Attorney I, Yuanwei Xie, citizen of the People’s Republic of China (the “PRC”) with ID No. of , is the shareholder of Beijing Zhilian Sanke Human Resources Service Co., Ltd. (“Zhilian Sanke”) holding 50% equity interest of Zhilian Sanke, hereby irrevocably authorize the person designated by Zhilian Wangpin (Beijing) Technology Co., Ltd (“Zhilian Wangpin”) with the following powers] [Equity Interest Pledge Agreement By and between Hao Liu Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Shenyang Zhilian Wangpin Advertising Co., Ltd. May 2, 2014 Equity Interest Pledge Agreement Agreement PRC This Equity Interest Pledge Agreement (this “ Party A: Hao Liu Residence: 3A 1211, No. 22 Baiziwan Road, Chaoyang District, Beijing ID card No.: *** Party B:] [Loan Agreement By and between Hao Liu Xin WANG And Zhilian Wangpin (Beijing) Technology Co., Ltd May 2, 2014 Loan Agreement Agreement PRC This Loan Agreement (this “ Party A: Hao Liu Residence: 3A 1211, No. 22 Baiziwan Road, Chaoyang District, Beijing ID card No.: *** Party B: Xin WANG Residence: Room 106, Building 16, No. 39 Xinzhuangcun, Xuanwu District,] [Exclusive Technology Consulting and Service Agreement By and between Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd July 7, 2011 Exclusive Technology Consulting and Service Agreement Agreement This Exclusive Technology Consulting and Service Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue,] [Business Operations Agreement By and between Hao LIU Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Shenyang Zhilian Wangpin Advertising Co., Ltd. May 2, 2014 Business Operations Agreement Agreement PRC This Business Operations Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 573, Shenchang Building, No. 51 Zhichun Road, Haidian District, Beijing; Legal representative: Sheng] [Exclusive Equity Option Agreement By and between Hao Liu Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Shenyang Zhilian Wangpin Advertising Co., Ltd. On Shenyang Zhilian Wangpin Advertising Co., Ltd. May 2, 2014 Exclusive Equity Option Agreement Agreement PRC This Exclusive Equity Option Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd. Address: Room 573, Shenchang Building,] [Power of Attorney I, Hao Liu, citizen of the People’s Republic of China (the “PRC”) with ID No. of , is the shareholder of Shenyang Zhilian Wangpin Advertising Co., Ltd. (“Shenyang Advertisement”) holding 60% equity interest of Shenyang Advertisement, hereby irrevocably authorize the person designated by Zhilian Wangpin (Beijing) Technology Co., Ltd (“Zhilian Wangpin”) with the following powers and rights] [Equity Interest Pledge Agreement Agreement PRC This Equity Interest Pledge Agreement (this “ Party A: Hao LIU Residence: ID Card No.: Party B: Guanzhu WANG Residence: ID Card No.: Party C: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party D: the Companies Listed in Appendix] [Business Operations Agreement Agreement PRC This Business Operations Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party B: the Companies Listed in Appendix 1 Party C: Hao LIU Residence: ID card No.: Party D: Guanzhu WANG Residence: ID Card No.: Party] [Exclusive Equity Option Agreement Agreement PRC This Exclusive Equity Option Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd. Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party B: Hao LIU: Residence: ID card No.: Party C: Guanzhu WANG: Residence: ID Card No.: Party D: the Companies Listed in Appendix] [Power of Attorney — — — — I, [ — — — — — I hereby authorize the person appointed by Zhilian Wangpin to exercise, on my behalf, all my rights as shareholder in accordance with PRC laws and [ — Such authorization and appointment are based upon the precondition that such person designated by Zhilian Wangpin is acting as] [Equity Interest Pledge Agreement Agreement PRC This Equity Interest Pledge Agreement (this “ Party A: Hao LIU Residence: ID card No.: Party B: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party C: the Companies Listed in Appendix 1 Party C Pledgor Pledgee Party Parties (In] [Business Operations Agreement Agreement PRC This Business Operations Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party B: the Companies Listed in Appendix 1 Party C: Hao LIU Residence: ID card No.: Party B Parties Party (In this Agreement, the companies] [Exclusive Equity Option Agreement Agreement PRC This Exclusive Equity Option Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd. Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party B: Hao LIU: Residence: ID card No.: Party C: the Companies Listed in Appendix 1 Party C Parties Party (In this Agreement,] [Power of Attorney I, [•], citizen of the People’s Republic of China (the “PRC”) with ID No. of , is the shareholder of [•] (“[•]”) holding [•]% equity interest of [•], hereby irrevocably authorize the person designated by Zhilian Wangpin (Beijing) Technology Co., Ltd (“Zhilian Wangpin”) with the following powers and rights during the period of validity of this Power] [Loan Agreement By and between Hao LIU Guanzhu WANG And Zhilian Wangpin (Beijing) Technology Co., Ltd Loan Agreement Agreement PRC This Loan Agreement (this “ Party A: Hao LIU Residence: ID card No.: Party B: Guanzhu WANG Residence: ID Card No. Borrower (In this Agreement, Party A and Party B are collectively or individually called the “ Party C: Zhilian] [Exclusive Consulting and Service Agreement Agreement This Exclusive Consulting and Service Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party B: The Companies listed in Appendix 1 Party B Parties Party (In this Agreement, the companies listed in Appendix 1 are] [Beijing Wangpin Consulting Co., Ltd. Contract Chapter 1 General Provisions Chapter 2 Joint Venture Parties Article 1 Party A Legal address: Suite E 7F Building A, East Gate Plaza, 9 Dongzhong Street, Dongcheng District Party B Legal address: Chapter 3 Formation of Joint Venture Company Article 2 Article 3 The legal address of the JVC shall be: Suite B 5F] [List of Significant Subsidiaries and Affiliated Entities of Zhaopin Limited Name Jurisdiction of Subsidiaries: Zhilian Wangpin (Beijing) Technology Co., Ltd. PRC Zhilian Yipin (Beijing) Technology Co., Ltd. PRC Guangdong Zhilian Culture & Media Co., Ltd. PRC Beijing Wangpin Consulting Co., Ltd. PRC Affiliated Entities: Beijing Zhilian Sanke Human Resources Service Co., Ltd. PRC Shenyang Zhilian Wangpin Advertising 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 Zhaopin Limited of our report dated February 21, 2014, relating to the consolidated financial statements of Zhaopin Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration] [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 May 5, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Dear Sir, Yours Sincerely, Commerce & Finance] [April 4, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 The People’s Republic of China Re: Zhaopin Limited Ladies and Gentlemen, For and on behalf of Shanghai iResearch Co., Ltd., China Vice President April 4, 2014 [Corporate Seal Affixed] EX-23.4 42 d653603dex234.htm EX-23.4] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel:(8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837 www.tongshang.com Website: May 5, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 The People’s Republic of China Dear Sirs: PRC Company Offering ADSs Registration Statement We have acted as] [SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED , 2012 American Depositary Shares Zhaopin Limited Representing Ordinary Shares This is an initial public offering of Zhaopin Limited. We are offering American depositary shares, or ADSs, and the selling shareholders named in this prospectus are offering an additional ADSs, of Zhaopin Limited. Each ADS represents of our ordinary share(s), par value US$0.01 per] [Copies to: Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong (+852) 3740-4700 Howard Zhang, Esq. Davis Polk & Wardwell LLP 2201 China World Office 2 1 Jian Guo Men Wai Avenue Chaoyang District, Beijing 100004 People’s Republic of China (+86) 10-8567-5002 Approximate date of commencement] [May 2, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-99.5 46 d653603dex995.htm EX-99.5] [May 4, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-99.6 47 d653603dex996.htm EX-99.6] [May 4, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-99.7 48 d653603dex997.htm EX-99.7]

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ZPIN [Zhaopin] F-1: CALCULATION OF REGISTRATION FEE Title of each class

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (2) Proposed maximum aggregate Amount of registration fee (1) Class A ordinary Shares, par value US$0.01 per share US$100,000,000 US$12,880 (1) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration] [AMENDED AND RESTATED 19 February 2013 THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ZHAOPIN LIMITED (Adopted by Special Resolution dated 8 February 2013 and effective 19 February 2013) 1. Name Company The name of the Company is Zhaopin Limited (the “ 2. Registered Office Board The Registered] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES TENTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ZHAOPIN LIMITED (adopted by a Special Resolution passed on , 2014 and effective immediately prior to the completion of the initial public offering of the Company’s American Depositary Shares representing its Class A Ordinary Shares) THE COMPANIES] [SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT “Shareholders Agreement” ) ( “Zhaopin” “Company” ), Schedule 1 “Existing Shareholders” ), Schedule 2 “Investors” ), “Existing Agreement” ). This SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF ZHAOPIN LIMITED (the The parties believe it is in the best interests of Zhaopin and the other parties hereto to provide to the Investors and the Existing] [Our ref SMC/653331-000001/23555895v6 Zhaopin Limited c/o Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands [*] Dear Sirs Zhaopin Limited Company Registration Statement Form F-1 Commission Act Shares Underwriting Agreement 1 Documents Reviewed We have reviewed originals, copies, drafts or conformed copies of the following documents: 1.1 Current Articles Post-IPO Articles The Certificate of Incorporation] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] May 5, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Re: American Depositary Shares of Zhaopin Limited (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies] [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 www.tongshang.com.cn E-mail Add : beijing@tongshang.com Website: May 5, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 The People’s Republic of China Dear Sirs: PRC We are qualified] [Zhaopin.com, Ltd. 2004 Employee Stock Option Plan ZHAOPIN, LTD. 2004 STOCK OPTION PLAN ARTICLE 1. PURPOSE 2004 Plan The purposes of this 2004 Stock Option Plan (the “ ARTICLE 2. DEFINITIONS As used herein, the following definitions shall apply: a) Board “ b) Change Of Control Event “ c) China PRC “ d) Code “ e) Commission “ f) Company] [ZHAOPIN, LTD. 2005 STOCK OPTION PLAN ARTICLE 1. PURPOSE 2005 Plan The purposes of this 2005 Stock Option Plan (the “ ARTICLE 2. DEFINITIONS As used herein, the following definitions shall apply: a) Board “ b) Change Of Control Event “ c) China PRC “ d) Code “ e) Commission “ f) Company Zhaopin Subsidiary “ g) Continuous Status as] [ZHAOPIN, LTD. 2006 STOCK OPTION PLAN ARTICLE 1. PURPOSE 2006 Plan ARTICLE 2. DEFINITIONS As used herein, the following definitions shall apply: Board “ Change Of Control Event “ China PRC “ Code “ Commission “ Company Zhaopin Subsidiary “ Continuous Status as an Employee “ Director “ Employee “ Exchange Act “ Managers “ Option incentive stock option Stock] [ZHAOPIN LIMITED 2010 GLOBAL SHARE PLAN (Adopted by the Company’s Board of Directors on 26 April, 2010) (Approved by the Company’s Members on 25 May, 2010) Purposes of the Plan 1. Definitions 2. Administrator (a) “ Applicable Law (b) “ Award (c) “ Award Agreement (d) “ Board (e) “ Change in Control (f) “ Change in Ownership of the] [ZHAOPIN LIMITED 2013 GLOBAL SHARE PLAN (Adopted by the Company’s Board of Directors on 28 June, 2013) (Approved by the Company’s Members on 28 June, 2013) Purposes of the Plan 1. Definitions 2. Administrator (a) “ Applicable Law (b) “ Award (c) “ Award Agreement (d) “ Board (e) “ Change in Control (f) “ Change in Ownership of the] [Zhaopin Limited 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Zhaopin Limited 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 so] [ZHAOPIN LIMITED EMPLOYMENT AGREEMENT Agreement Executive Company This Employment Agreement (the “ RECITALS The Company believes it is in the best interests of the Company to retain Executive and incentivize Executive to serve the Company. Accordingly, the Company and Executive agree to enter into this Employment Agreement. Now therefore, in consideration of the mutual promises, covenants and agreements contained herein,] [FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT Agreement Company Indemnitee WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claim Agent Indemnification Event Expenses (i) 1 Derivative Actions except (ii) Reviewing Party Expense Advance (b) Contribution (c) 2 Securities Act Survival Regardless of Investigation (d) Change in Control M&A (e) Mandatory Payment of Expenses (f)] [Equity Interest Pledge Agreement By and between Yuanwei Xie Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd May 2, 2014 Equity Interest Pledge Agreement Agreement PRC This Equity Interest Pledge Agreement (this “ Party A: Yuanwei Xie Residence: Room 306, No. 76 Shilansancun, Putuo District, Shanghai ID card No.: *** Party] [Loan Agreement By and between Yuanwei Xie Xin WANG And Zhilian Wangpin (Beijing) Technology Co., Ltd May 2, 2014 Loan Agreement Agreement PRC This Loan Agreement (this “ Party A: Yuanwei Xie Residence: Room 306. No. 76 Shilansancun, Putuo District, Shanghai ID card No.: *** Party B: Xin WANG Residence: Room 106, Building 16, No. 39 Xinzhuangcun, Xuanwu District, Nanjing] [Exclusive Technology Consulting and Service Agreement By and between Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd July 7, 2011 Exclusive Technology Consulting and Service Agreement Agreement This Exclusive Technology Consulting and Service Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue,] [Business Operations Agreement By and between Yuanwei Xie Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd May 2, 2014 Business Operations Agreement Agreement PRC This Business Operations Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 573, Shenchang Building, No. 51 Zhichun Road, Haidian District, Beijing; Legal] [Exclusive Equity Option Agreement By and between Yuanwei Xie Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd On Beijing Zhilian Sanke Human Resources Service Co., Ltd May 2, 2014 Exclusive Equity Option Agreement Agreement PRC This Exclusive Equity Option Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd. Address:] [Power of Attorney I, Yuanwei Xie, citizen of the People’s Republic of China (the “PRC”) with ID No. of , is the shareholder of Beijing Zhilian Sanke Human Resources Service Co., Ltd. (“Zhilian Sanke”) holding 50% equity interest of Zhilian Sanke, hereby irrevocably authorize the person designated by Zhilian Wangpin (Beijing) Technology Co., Ltd (“Zhilian Wangpin”) with the following powers] [Equity Interest Pledge Agreement By and between Hao Liu Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Shenyang Zhilian Wangpin Advertising Co., Ltd. May 2, 2014 Equity Interest Pledge Agreement Agreement PRC This Equity Interest Pledge Agreement (this “ Party A: Hao Liu Residence: 3A 1211, No. 22 Baiziwan Road, Chaoyang District, Beijing ID card No.: *** Party B:] [Loan Agreement By and between Hao Liu Xin WANG And Zhilian Wangpin (Beijing) Technology Co., Ltd May 2, 2014 Loan Agreement Agreement PRC This Loan Agreement (this “ Party A: Hao Liu Residence: 3A 1211, No. 22 Baiziwan Road, Chaoyang District, Beijing ID card No.: *** Party B: Xin WANG Residence: Room 106, Building 16, No. 39 Xinzhuangcun, Xuanwu District,] [Exclusive Technology Consulting and Service Agreement By and between Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd July 7, 2011 Exclusive Technology Consulting and Service Agreement Agreement This Exclusive Technology Consulting and Service Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue,] [Business Operations Agreement By and between Hao LIU Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Shenyang Zhilian Wangpin Advertising Co., Ltd. May 2, 2014 Business Operations Agreement Agreement PRC This Business Operations Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 573, Shenchang Building, No. 51 Zhichun Road, Haidian District, Beijing; Legal representative: Sheng] [Exclusive Equity Option Agreement By and between Hao Liu Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Shenyang Zhilian Wangpin Advertising Co., Ltd. On Shenyang Zhilian Wangpin Advertising Co., Ltd. May 2, 2014 Exclusive Equity Option Agreement Agreement PRC This Exclusive Equity Option Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd. Address: Room 573, Shenchang Building,] [Power of Attorney I, Hao Liu, citizen of the People’s Republic of China (the “PRC”) with ID No. of , is the shareholder of Shenyang Zhilian Wangpin Advertising Co., Ltd. (“Shenyang Advertisement”) holding 60% equity interest of Shenyang Advertisement, hereby irrevocably authorize the person designated by Zhilian Wangpin (Beijing) Technology Co., Ltd (“Zhilian Wangpin”) with the following powers and rights] [Equity Interest Pledge Agreement Agreement PRC This Equity Interest Pledge Agreement (this “ Party A: Hao LIU Residence: ID Card No.: Party B: Guanzhu WANG Residence: ID Card No.: Party C: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party D: the Companies Listed in Appendix] [Business Operations Agreement Agreement PRC This Business Operations Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party B: the Companies Listed in Appendix 1 Party C: Hao LIU Residence: ID card No.: Party D: Guanzhu WANG Residence: ID Card No.: Party] [Exclusive Equity Option Agreement Agreement PRC This Exclusive Equity Option Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd. Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party B: Hao LIU: Residence: ID card No.: Party C: Guanzhu WANG: Residence: ID Card No.: Party D: the Companies Listed in Appendix] [Power of Attorney — — — — I, [ — — — — — I hereby authorize the person appointed by Zhilian Wangpin to exercise, on my behalf, all my rights as shareholder in accordance with PRC laws and [ — Such authorization and appointment are based upon the precondition that such person designated by Zhilian Wangpin is acting as] [Equity Interest Pledge Agreement Agreement PRC This Equity Interest Pledge Agreement (this “ Party A: Hao LIU Residence: ID card No.: Party B: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party C: the Companies Listed in Appendix 1 Party C Pledgor Pledgee Party Parties (In] [Business Operations Agreement Agreement PRC This Business Operations Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party B: the Companies Listed in Appendix 1 Party C: Hao LIU Residence: ID card No.: Party B Parties Party (In this Agreement, the companies] [Exclusive Equity Option Agreement Agreement PRC This Exclusive Equity Option Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd. Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party B: Hao LIU: Residence: ID card No.: Party C: the Companies Listed in Appendix 1 Party C Parties Party (In this Agreement,] [Power of Attorney I, [•], citizen of the People’s Republic of China (the “PRC”) with ID No. of , is the shareholder of [•] (“[•]”) holding [•]% equity interest of [•], hereby irrevocably authorize the person designated by Zhilian Wangpin (Beijing) Technology Co., Ltd (“Zhilian Wangpin”) with the following powers and rights during the period of validity of this Power] [Loan Agreement By and between Hao LIU Guanzhu WANG And Zhilian Wangpin (Beijing) Technology Co., Ltd Loan Agreement Agreement PRC This Loan Agreement (this “ Party A: Hao LIU Residence: ID card No.: Party B: Guanzhu WANG Residence: ID Card No. Borrower (In this Agreement, Party A and Party B are collectively or individually called the “ Party C: Zhilian] [Exclusive Consulting and Service Agreement Agreement This Exclusive Consulting and Service Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party B: The Companies listed in Appendix 1 Party B Parties Party (In this Agreement, the companies listed in Appendix 1 are] [Beijing Wangpin Consulting Co., Ltd. Contract Chapter 1 General Provisions Chapter 2 Joint Venture Parties Article 1 Party A Legal address: Suite E 7F Building A, East Gate Plaza, 9 Dongzhong Street, Dongcheng District Party B Legal address: Chapter 3 Formation of Joint Venture Company Article 2 Article 3 The legal address of the JVC shall be: Suite B 5F] [List of Significant Subsidiaries and Affiliated Entities of Zhaopin Limited Name Jurisdiction of Subsidiaries: Zhilian Wangpin (Beijing) Technology Co., Ltd. PRC Zhilian Yipin (Beijing) Technology Co., Ltd. PRC Guangdong Zhilian Culture & Media Co., Ltd. PRC Beijing Wangpin Consulting Co., Ltd. PRC Affiliated Entities: Beijing Zhilian Sanke Human Resources Service Co., Ltd. PRC Shenyang Zhilian Wangpin Advertising 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 Zhaopin Limited of our report dated February 21, 2014, relating to the consolidated financial statements of Zhaopin Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration] [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 May 5, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Dear Sir, Yours Sincerely, Commerce & Finance] [April 4, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 The People’s Republic of China Re: Zhaopin Limited Ladies and Gentlemen, For and on behalf of Shanghai iResearch Co., Ltd., China Vice President April 4, 2014 [Corporate Seal Affixed] EX-23.4 42 d653603dex234.htm EX-23.4] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel:(8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837 www.tongshang.com Website: May 5, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 The People’s Republic of China Dear Sirs: PRC Company Offering ADSs Registration Statement We have acted as] [SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED , 2012 American Depositary Shares Zhaopin Limited Representing Ordinary Shares This is an initial public offering of Zhaopin Limited. We are offering American depositary shares, or ADSs, and the selling shareholders named in this prospectus are offering an additional ADSs, of Zhaopin Limited. Each ADS represents of our ordinary share(s), par value US$0.01 per] [Copies to: Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong (+852) 3740-4700 Howard Zhang, Esq. Davis Polk & Wardwell LLP 2201 China World Office 2 1 Jian Guo Men Wai Avenue Chaoyang District, Beijing 100004 People’s Republic of China (+86) 10-8567-5002 Approximate date of commencement] [May 2, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-99.5 46 d653603dex995.htm EX-99.5] [May 4, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-99.6 47 d653603dex996.htm EX-99.6] [May 4, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-99.7 48 d653603dex997.htm EX-99.7]

By | 2016-03-16T16:59:52+00:00 May 5th, 2014|Categories: Chinese Stocks, Webplus ver, ZPIN|Tags: , , , , , |0 Comments
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JMEI [Jumei International] F-1: (Original Filing)

[Subject to Completion Dated , 2014. American Depositary Shares Jumei International Holding Limited Representing Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Jumei International Holding Limited, or Jumei. Jumei is offering ADSs. The selling shareholders identified in this prospectus are offering an aggregate additional ADSs. Each ADS represents of our Class] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JUMEI INTERNATIONAL HOLDING LIMITED (Adopted by Special Resolution on November 18, 2011) 1. The name of the Company is Jumei International Holding Limited. 2. th The Registered Office of the Company shall be at P.O. Box 613, 4 3. The] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JUMEI INTERNATIONAL HOLDING LIMITED (adopted by a Special Resolution passed on April 11, 2014 and effective conditional and immediately upon the completion of the initial public offering of the Company’s American Depository Shares representing its Class A Ordinary Shares)] [JUMEI INTERNATIONAL HOLDING LIMITED Name of Company: JUMEI INTERNATIONAL HOLDING LIMITED Number: Class A Ordinary Share(s): -[no. of shares]- Issued to: [name of shareholder] Dated Transferred from: Number Class A Ordinary Share(s) -[no. of shares]- Incorporated under the laws of the Cayman Islands Share capital is US$250,000 divided into 1,000,000,000 Shares comprising of (i) 840,000,000 Class A Ordinary Shares of] [JUMEI INTERNATIONAL HOLDING LIMITED SHAREHOLDERS AGREEMENT November 18, 2011 TABLE OF CONTENTS 1. DEFINITIONS 2 2. INFORMATION RIGHTS, INSPECTION RIGHTS AND BOARD REPRESENTATION 7 2.1 Information Rights and Inspection Rights 7 2.2 Board of Directors 9 3. REGISTRATION RIGHTS 10 3.1 Applicability of Rights 10 3.2 Definitions 10 3.3 Demand Registration 12 3.4 Piggyback Registrations 13] [THIS AMENDMENT TO SHAREHOLDERS AGREEMENT Amendment Company (1) Jumei International Holding Limited, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands with its registered address at P.O. Box 613, 4th Floor Harbour Centre, George Town, Grand Cayman KY1-1107, Cayman Islands (the “ Required Investors (2) K2 Partners L.P., Sequoia Capital China II L.P., Sequoia] [Our ref SSY/688757-000001/6901008v2 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The People’s Republic of China 11 April 2014 Dear Sirs Jumei International Holding Limited Company Registration Statement Commission Offering ADSs Shares We have acted as Cayman Islands legal advisers to Jumei International] [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE FIRM/AFFILIATE LOS ANGELES, CALIFORNIA 90071-3144 OFFICES ——— ——— TEL: (213) 687-5000 BOSTON FAX: (213) 687-5600 CHICAGO www.skadden.com HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON ——— BEIJING BRUSSELS FRANKFURT April 11, 2014 HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE] [JUMEI INTERNATIONAL HOLDING LIMITED 2011 GLOBAL SHARE PLAN Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Award Agreement (e) “ Board (f) “ Change in Control (g) “ (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the] [JUMEI INTERNATIONAL HOLDING LIMITED 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Jumei International Holding Limited 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] [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,] [JUMEI INTERNATIONAL HOLDING LIMITED DIRECTOR SERVICE AGREEMENT Agreement Company Director This Director Service Agreement (the “ I. SERVICES Board of Directors Board Effectiveness Date Expiration Date Memorandum and Articles 1.1 Director Services Director Services 1.2 II. COMPENSATION Compensation Schedule I 2.1 III. DUTIES OF DIRECTOR Fiduciary Duties 3.1 Confidentiality Confidential Information 3.2 3.3 Return of the Company Property Company Property] [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] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B LEO OU CHEN Pledgor Party C: EEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a “] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B: YUSEN DAI Pledgor Party C: REEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a “ Whereas:] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B: HUI LIU Pledgor Party C: REEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a “ Whereas:] [LEO OU CHEN and HUI LIU and YUSEN DAI and BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT FOR REEMAKE MEDIA CO., LTD. January 24, 2014 AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT Amended and Restated Exclusive Option Agreement Agreement This 1. Schedule I Each of the Shareholders Listed in LEO OU CHEN (1) HUI LIU (2)] [LEO OU CHEN and HUI LIU and YUSEN DAI and BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. and REEMAKE MEDIA CO., LTD. AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS AGREEMENT FOR REEMAKE MEDIA CO., LTD. January 24, 2014 AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS AGREEMENT Amended and Restated Shareholders’ Voting Rights Agreement Agreement This 1. Schedule I Each of the Shareholders Listed] [JUMEI YOUPIN (BEIJING) SCIENCE AND TECHNOLOGY SERVICES CO., LTD. and REEMAKE MEDIA CO., LTD. EXCLUSIVE CONSULTING AND SERVICES AGREEMENT April 8, 2011 EXCLUSIVE CONSULTING AND SERVICES AGREEMENT Exclusive Consulting and Services Agreement Agreement PRC This (1) Jumei Youpin (Beijing) Science and Technology Services Co., Ltd., th Party A (2) Reemake Media Co., Ltd. Party B Party Parties (each a “] [POWER OF ATTORNEY Power of Attorney Proxy This Power of Attorney (the “ Company I, LEO OU CHEN, hereby grant to the Proxy a general proxy authorizing the Proxy to exercise, as my proxy and on my behalf, the following rights enjoyed by myself in my capacity as a shareholder of Reemake Media Co., Ltd. (the “ (1) to propose] [List of Subsidiaries and Consolidated Affiliated Entities of Jumei International Holding Limited Place of Incorporation Subsidiaries Jumei Hongkong Limited Hong Kong Shanghai Paddy Commerce and Trade Co., Ltd. PRC Chengdu Jumei Youpin Science and Technology Co., Ltd. PRC Tianjin Cycil Information Technology Co., Ltd. PRC Tianjin Darren Trading Co., Ltd. PRC Beijing Silvia Technology Service Co., Ltd. PRC Consolidated Affiliated] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Jumei International Holding Limited of our report dated March 20, 2014, except for Note 18, which is as of April 11, 2014, relating to the financial statements of Jumei International Holding Limited, which appears in such Registration Statement. We] [April 11, 2014 Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The People’s Republic of China Re: Jumei International Holding Limited Ladies and Gentlemen, We hereby consent to the references to our name and the inclusion of information, data and statements from our research reports and amendments thereto, including but] [JUMEI INTERNATIONAL HOLDING 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; • SEC • • prompt internal] [Jumei International Holding Limited April 11, 2014 Re: Legal Opinion on Certain PRC Law Matters Dear Sirs, PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement SEC Offering ADSs We have acted as PRC legal counsel to Jumei International Holding Limited (the “ Appendix A VIE Agreements Documents In so acting, we have] [Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The People’s Republic of China January 30, 2014 Confidential 100 F Street, N.E. Re: Jumei International Holding Limited Dear Sir/Madam, Company Draft Registration Statement ADSs Commission The Company has included in the Draft Registration Statement its audited consolidated financial statements as of]

By | 2016-03-22T12:34:58+00:00 April 11th, 2014|Categories: Chinese Stocks, JMEI, SEC Original|Tags: , , , , , |0 Comments
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JMEI [Jumei International] F-1: Subject to Completion Dated , 2014. American Depositary

[Subject to Completion Dated , 2014. American Depositary Shares Jumei International Holding Limited Representing Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Jumei International Holding Limited, or Jumei. Jumei is offering ADSs. The selling shareholders identified in this prospectus are offering an aggregate additional ADSs. Each ADS represents of our Class] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JUMEI INTERNATIONAL HOLDING LIMITED (Adopted by Special Resolution on November 18, 2011) 1. The name of the Company is Jumei International Holding Limited. 2. th The Registered Office of the Company shall be at P.O. Box 613, 4 3. The] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JUMEI INTERNATIONAL HOLDING LIMITED (adopted by a Special Resolution passed on April 11, 2014 and effective conditional and immediately upon the completion of the initial public offering of the Company’s American Depository Shares representing its Class A Ordinary Shares)] [JUMEI INTERNATIONAL HOLDING LIMITED Name of Company: JUMEI INTERNATIONAL HOLDING LIMITED Number: Class A Ordinary Share(s): -[no. of shares]- Issued to: [name of shareholder] Dated Transferred from: Number Class A Ordinary Share(s) -[no. of shares]- Incorporated under the laws of the Cayman Islands Share capital is US$250,000 divided into 1,000,000,000 Shares comprising of (i) 840,000,000 Class A Ordinary Shares of] [JUMEI INTERNATIONAL HOLDING LIMITED SHAREHOLDERS AGREEMENT November 18, 2011 TABLE OF CONTENTS 1. DEFINITIONS 2 2. INFORMATION RIGHTS, INSPECTION RIGHTS AND BOARD REPRESENTATION 7 2.1 Information Rights and Inspection Rights 7 2.2 Board of Directors 9 3. REGISTRATION RIGHTS 10 3.1 Applicability of Rights 10 3.2 Definitions 10 3.3 Demand Registration 12 3.4 Piggyback Registrations 13] [THIS AMENDMENT TO SHAREHOLDERS AGREEMENT Amendment Company (1) Jumei International Holding Limited, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands with its registered address at P.O. Box 613, 4th Floor Harbour Centre, George Town, Grand Cayman KY1-1107, Cayman Islands (the “ Required Investors (2) K2 Partners L.P., Sequoia Capital China II L.P., Sequoia] [Our ref SSY/688757-000001/6901008v2 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The People’s Republic of China 11 April 2014 Dear Sirs Jumei International Holding Limited Company Registration Statement Commission Offering ADSs Shares We have acted as Cayman Islands legal advisers to Jumei International] [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE FIRM/AFFILIATE LOS ANGELES, CALIFORNIA 90071-3144 OFFICES ——— ——— TEL: (213) 687-5000 BOSTON FAX: (213) 687-5600 CHICAGO www.skadden.com HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON ——— BEIJING BRUSSELS FRANKFURT April 11, 2014 HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE] [JUMEI INTERNATIONAL HOLDING LIMITED 2011 GLOBAL SHARE PLAN Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Award Agreement (e) “ Board (f) “ Change in Control (g) “ (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the] [JUMEI INTERNATIONAL HOLDING LIMITED 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Jumei International Holding Limited 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] [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,] [JUMEI INTERNATIONAL HOLDING LIMITED DIRECTOR SERVICE AGREEMENT Agreement Company Director This Director Service Agreement (the “ I. SERVICES Board of Directors Board Effectiveness Date Expiration Date Memorandum and Articles 1.1 Director Services Director Services 1.2 II. COMPENSATION Compensation Schedule I 2.1 III. DUTIES OF DIRECTOR Fiduciary Duties 3.1 Confidentiality Confidential Information 3.2 3.3 Return of the Company Property Company Property] [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] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B LEO OU CHEN Pledgor Party C: EEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a “] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B: YUSEN DAI Pledgor Party C: REEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a “ Whereas:] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B: HUI LIU Pledgor Party C: REEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a “ Whereas:] [LEO OU CHEN and HUI LIU and YUSEN DAI and BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT FOR REEMAKE MEDIA CO., LTD. January 24, 2014 AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT Amended and Restated Exclusive Option Agreement Agreement This 1. Schedule I Each of the Shareholders Listed in LEO OU CHEN (1) HUI LIU (2)] [LEO OU CHEN and HUI LIU and YUSEN DAI and BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. and REEMAKE MEDIA CO., LTD. AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS AGREEMENT FOR REEMAKE MEDIA CO., LTD. January 24, 2014 AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS AGREEMENT Amended and Restated Shareholders’ Voting Rights Agreement Agreement This 1. Schedule I Each of the Shareholders Listed] [JUMEI YOUPIN (BEIJING) SCIENCE AND TECHNOLOGY SERVICES CO., LTD. and REEMAKE MEDIA CO., LTD. EXCLUSIVE CONSULTING AND SERVICES AGREEMENT April 8, 2011 EXCLUSIVE CONSULTING AND SERVICES AGREEMENT Exclusive Consulting and Services Agreement Agreement PRC This (1) Jumei Youpin (Beijing) Science and Technology Services Co., Ltd., th Party A (2) Reemake Media Co., Ltd. Party B Party Parties (each a “] [POWER OF ATTORNEY Power of Attorney Proxy This Power of Attorney (the “ Company I, LEO OU CHEN, hereby grant to the Proxy a general proxy authorizing the Proxy to exercise, as my proxy and on my behalf, the following rights enjoyed by myself in my capacity as a shareholder of Reemake Media Co., Ltd. (the “ (1) to propose] [List of Subsidiaries and Consolidated Affiliated Entities of Jumei International Holding Limited Place of Incorporation Subsidiaries Jumei Hongkong Limited Hong Kong Shanghai Paddy Commerce and Trade Co., Ltd. PRC Chengdu Jumei Youpin Science and Technology Co., Ltd. PRC Tianjin Cycil Information Technology Co., Ltd. PRC Tianjin Darren Trading Co., Ltd. PRC Beijing Silvia Technology Service Co., Ltd. PRC Consolidated Affiliated] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Jumei International Holding Limited of our report dated March 20, 2014, except for Note 18, which is as of April 11, 2014, relating to the financial statements of Jumei International Holding Limited, which appears in such Registration Statement. We] [April 11, 2014 Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The People’s Republic of China Re: Jumei International Holding Limited Ladies and Gentlemen, We hereby consent to the references to our name and the inclusion of information, data and statements from our research reports and amendments thereto, including but] [JUMEI INTERNATIONAL HOLDING 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; • SEC • • prompt internal] [Jumei International Holding Limited April 11, 2014 Re: Legal Opinion on Certain PRC Law Matters Dear Sirs, PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement SEC Offering ADSs We have acted as PRC legal counsel to Jumei International Holding Limited (the “ Appendix A VIE Agreements Documents In so acting, we have] [Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The People’s Republic of China January 30, 2014 Confidential 100 F Street, N.E. Re: Jumei International Holding Limited Dear Sir/Madam, Company Draft Registration Statement ADSs Commission The Company has included in the Draft Registration Statement its audited consolidated financial statements as of]

By | 2016-03-22T12:36:23+00:00 April 11th, 2014|Categories: Chinese Stocks, JMEI, Webplus ver|Tags: , , , , , |0 Comments
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TOUR [Tuniu] F-1: ¨ CALCULATION OF REGISTRATION FEE Title of each

[¨ CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed (1) offering price Amount of registration fee (2)(3) Class A ordinary shares, par value US$0.0001 per share US$120,000,000 US$15,456.00 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act. (2) (3) PROSPECTUS (Subject] [THE COMPANIES LAW REVISED OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Tuniu Corporation (Amended and Restated by Special Resolution dated August 16, 2013) THE COMPANIES LAW REVISED OF THE CAYMAN ISLANDS EXEMPTED COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Tuniu Corporation (Amended and Restated] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TUNIU CORPORATION (adopted by a Special Resolution passed on April 4, 2014 and effective conditional and immediately upon completion of the initial public offering of the Company’s American Depository Shares representing its Class A Ordinary Shares) THE] [TUNIU CORPORATION Number Shares [ ] - [ ] Class A Ordinary Shares - Incorporated under the laws of the Cayman Islands US$100 ,000 780,000,000 US$ 0.0001 Share capital is 120,000,000 US$0.0001 100,000,000 US$0.0001 (ii) [ ] [ ] THIS IS TO CERTIFY THAT DIRECTOR EX-4.2 4 d652797dex42.htm EX-4.2] [TUNIU CORPORATION THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 28, 2013 TABLE OF CONTENTS Page 1. Registration Rights. 3 1.1 Definitions. 3 1.2 Request for Registration. 6 1.3 Company Registration. 8 1.4 Form S-3 or F-3 Registration. 8 1.5 9 1.6 Furnish Information. 11] [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 4 April 2014 Dear Sirs Tuniu Corporation Company Commission Act Registration Statement Selling Shareholders Shares We have acted as Cayman Islands legal advisers to Tuniu Corporation (the “ 1 Documents Reviewed For the] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com April 4, 2014 FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO Tuniu Corporation Tuniu Building, No. 699-32] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com April 4, 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] [TUNIU CORPORATION 2008 INCENTIVE COMPENSATION PLAN Purposes of the Plan 1. Definitions 2. Administrator “ (a) Affiliate “ (b) “ (c) Award “ (d) Board “ (e) Cashless Exercise “ (f) Cause “ (g) Code “ (h) Committee “ (i) Company “ (j) Consultant “ (k) Continuous Service Status “ (l) Director “ (m) Disability “ (n) Employee “ (o)] [TUNIU CORPORATION 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Tuniu Corporation 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] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this “ RECITALS The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors and officers, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general,] [COOPERATION AGREEMENT (2014 Amendment) Agreement This Cooperation Agreement (2014 Amendment) (this “ (1) Party A Nanjing Tuniu Technology Co., Ltd., with its registered address at 3-5/F Building No.6, Southeast University Science Park, 6 Changjianghou Street, Xuanwu District, Nanjing and its legal representative being Yu Dunde (“ (2) Party B Beijing Tuniu Technology Co., Ltd., with its registered address at R1006] [SHAREHOLDERS’ VOTING RIGHTS AGREEMENT This Agreement is entered into on September 17, 2008 by and among: (1) Wholly-owned Company Beijing Tuniu Technology Co., Ltd., with its registered address at Suite 1050, Shangdi Xingang Office Building, Suite 1050, 30 East Anningzhuang Road, Qinghe, Haidian District, Beijing, and legal representative being Yu Dunde (“ (2) Nanjing Tuniu Nanjing Tuniu Technology Co., Ltd.,] [POWER OF ATTORNEY Power of Attorney Attorney-in-fact This Power of Attorney (“ Nanjing Tuniu I, Yu Dunde, hereby irrevocably entrusts the Attorney-in-fact with full power and authority to act as the Attorney-in-fact to exercise on my behalf all rights conferred to me as a shareholder of Nanjing Tuniu Technology Co., Ltd. (“ (1) acting as the Attorney-in-fact to attend the] [Equity Interest Pledge Agreement by and between Beijing Tuniu Technology Co., Ltd. as one party and Yu Dunde, Yan Haifeng, Wang Tong, Wang Jiping, Wen Xin, Tan Yongquan and Wang Haifeng collectively as the other party September 17, 2008 Equity Interest Pledge Agreement Agreement This Equity Interest Pledge Agreement (this “ (1) Pledgee Beijing Tuniu Technology Co., Ltd., with its] [Purchase Option Agreement (2014 Second Amendment) by and between Beijing Tuniu Technology Co., Ltd. as one party and Yu Dunde, Yan Haifeng, Wang Tong, Wang Jiping, Wen Xin, Tan Yongquan and Wang Haifeng collectively as the other party March 19, 2014 Purchase Option Agreement (2014 Second Amendment) Agreement This Purchase Option Agreement (this “ (1) Party A Beijing Tuniu Technology] [Supplemental Agreement to Equity Interest Pledge Agreement Supplemental Agreement th This Supplemental Agreement to Equity Interest Pledge Agreement (this “ (1) Pledgee Beijing Tuniu Technology Co., Ltd., with its registered address at ***, and legal representative being Yu Dunde (“ (2) Yu Dunde, with his domicile at ***, and ID number being ***; (3) Yan Haifeng, with his domicile at] [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 options granted as of April 1, 2014 and 2014 Share Incentive Plan described in Note 15 (b) as to which the date is April 4,] [April 3, 2014 Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.4 20 d652797dex234.htm EX-23.4] [April 2, 2014 Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.5 21 d652797dex235.htm EX-23.5] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com April 4, 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 “] [Consent of iResearch Consulting Group March 4, 2014 Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Ladies and Gentlemen: Company Yours faithfully iResearch Consulting Group EX-99.3 23 d652797dex993.htm EX-99.3]

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