CMCM [Cheetah Mobile] F-1: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum (2)(3) offering price Amount of registration fee (1) Class A ordinary shares, par value US$0.000025 per share US$300,000,000 US$38,640 (1) American depositary shares issuable upon the deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration] [Execution Version Company No.: 228997 THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Kingsoft Internet Security Software Holdings Limited th Incorporated on the 30 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 Revision) Company Limited by Shares THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Kingsoft Internet Security Software Holdings Limited Adopted by Special Resolution on June] [Execution Version SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT by and among KINGSOFT CORPORATION LIMITED FAX VISION CORPORATION FU SHENG XU MING MATRIX PARTNERS CHINA I, L.P. MATRIX PARTNERS CHINA I-A, L.P. TCH COPPER LIMITED KINGSOFT INTERNET SECURITY SOFTWARE HOLDINGS LIMITED CHEETAH TECHNOLOGY CORPORATION LIMITED CONEW.COM CORPORATION KS MOBILE INC. ZHUHAI JUNTIAN ELECTRONIC TECHNOLOGY CO., LTD. CONEW NETWORK TECHNOLOGY (BEIJING) CO.,] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE 90071-3144 LOS ANGELES, CALIFORNIA TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com April 2, 2014 FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY Cheetah Mobile Inc. 12/F, Fosun International Center Tower No.] [漢 坤 律 師 事 務 所 AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL T : (86 10) 8525 5500 ; AX F : (86 10) 852 5 5511 / 8525 5522 April 2, 2014 To: Cheetah Mobile Inc. 12/F, Fosun International Center Tower] [KINGSOFT INTERNET SECURITY SOFTWARE HOLDINGS LIMITED (a Cayman Islands exempted company with limited liability) RULES RELATING TO THE SHARE AWARD SCHEME ADOPTED ON 26 MAY 2011 DEFINITIONS AND INTERPRETATION 1.1 In these rules of the Scheme, unless the context otherwise requires, the following words and expressions shall have the following meanings:- “Adoption Date” 26 May 2011 (the date on which] [KINGSOFT INTERNET SOFTWARE HOLDINGS LIMITED (the “Company”) 2013 EQUITY INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “ NOW, THEREFORE,] [EMPLOYMENT AGREEMENT Agreement” Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Execution Version KINGSOFT INTERNET SECURITY SOFTWARE HOLDINGS LIMITED SERIES B PREFERRED SHARE PURCHASE AGREEMENT Agreement This SERIES B PREFERRED SHARE PURCHASE AGREEMENT (the “ Company (1) Kingsoft Internet Security Software Holdings Limited, a company duly incorporated and validly existing under the Laws of the Cayman Islands, and in the process of changing its name to Kingsoft Internet Software Holdings Limited] [Business Operation Agreement Agreement Party Parties The Business Operation Agreement (hereinafter referred to as the “ Party A: Conew Network Technology (Beijing) Co., Ltd. Registered Address: Room 150, Building 1, No.3 Xijing Road, Hi-Tech Park, Badachu, Shijingshan District, Beijing Legal Representative: Sheng FU Company Party B: Beijing Kingsoft Network Technology Co., Ltd. (the “ Registered Address: Room1592A, Building 3, No.3] [June 20, 2012 Annex I Each Person Listed in And Conew Network Technology (Beijing) Co., Ltd. Loan Agreement Loan Agreement Agreement PRC The Loan Agreement (hereinafter referred to as the “ (1) Annex I Borrower” Borrowers Each person listed in (2) Lender Conew Network Technology (Beijing) Co., Ltd. (hereinafter referred to as the “ Registered Address: Room150, Building 1, No.3] [Exclusive Technology Development, Support and Consultancy Agreement Agreement The Exclusive Technology Development, Support and Consultancy Agreement (the “ Party A Registered Address: Room 150, Building 1, No.3 Xijing Road, Hi-Tech Park, Badachu, Shijingshan District, Beijing Legal Representative: Sheng FU Party B Registered Address: Room 1592A, Building 3, No.3 Xijing Road, Hi-Tech Park, Badachu, Shijingshan District, Beijing Legal Representative: Jun LEI] [Annex I Each Party Listed in Conew Network Technology (Beijing) Co., Ltd. And Beijing Kingsoft Network Technology Co., Ltd. Exclusive Equity Option Agreement With respect to Beijing Kingsoft Network Technology Co., Ltd. Exclusive Equity Option Agreement Agreement PRC The Exclusive Equity Option Agreement (hereinafter referred to as the “ (1) Annex I Existing Shareholder Existing Shareholders Each party listed in] [July 18, 2012 Annex I Each Party Listed in Conew Network Technology (Beijing) Co., Ltd. And Beijing Kingsoft Network Technology Co., Ltd. Shareholder Voting Proxy Agreement With respect to Beijing Kingsoft Network Technology Co., Ltd. Shareholder Voting Proxy Agreement The Agreement is made and entered into by and among the following Parties on July 18, 2012 Beijing: 1. Annex I] [Annex I All the Parties Listed in Conew Network Technology (Beijing) Co., Ltd. And Beijing Kingsoft Network Technology Co., Ltd. Equity Pledge Agreement With respect to Beijing Kingsoft Network Technology Co., Ltd. 1 Equity Pledge Agreement Agreement PRC The Equity Pledge Agreement (the “ (1) Annex I Pledgor Pledgors Each person listed in (2) Pledgee Beijing Kingsoft Internet Security Software] [January 17, 2014 VIE Entity To: Beijing Kingsoft Network Technology Co., Ltd. (the “ To Whom It May Concern: WFOE Conew Network Technology (Beijing) Co., Ltd. By/Chop: EX-10.12 17 d655537dex1012.htm EX-10.12] [SPOUSAL CONSENT the Loan Agreement the Exclusive Equity Option Agreement Shareholder Voting Proxy Agreement the Equity Pledge Agreement Control Agreements I, Xinchan LI (ID card No.: ***), the legitimate spouse of Wei LIU, hereby affirm and unconditionally and irrevocably agree that the shares of Beijing Kingsoft Network Technology Co., Ltd. held by and registered under the name of my spouse] [Business Operation Agreement Agreement Party Parties The Business Operation Agreement (hereinafter referred to as the “ Party A: Beijing Kingsoft Internet Security Software Co., Ltd. Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Company Party B: Beijing Antutu Technology Co., Ltd. (the “ Registered Address: Room A-0049, Floor 2, Building 3,] [June 7, 2013 Annex I Each Person Listed in And Beijing Kingsoft Internet Security Software Co., Ltd. Loan Agreement Loan Agreement Agreement PRC The Loan Agreement (hereinafter referred to as the “ (1) Annex I Borrower” Borrowers Each person listed in (2) Lender Beijing Kingsoft Internet Security Software Co., Ltd. (hereinafter referred to as the “ Registered Address: East Area,] [Exclusive Technology Development, Support and Consultancy Agreement Agreement The Exclusive Technology Development, Support and Consultancy Agreement (the “ Party A Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Party B Registered Address: Room A-0049, Floor 2, Building 3, No.30 Shixing Street, Shijingshan District, Beijing Legal Representative: Jun LEI Whereas, Party A] [Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Beijing Antutu Technology Co., Ltd. Exclusive Equity Option Agreement With respect to Beijing Antutu Technology Co., Ltd. Exclusive Equity Option Agreement Agreement PRC The Exclusive Equity Option Agreement (hereinafter referred to as the “ (1) Annex I Existing Shareholder Existing Shareholders Each party listed in (2)] [June 14, 2013 Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co. Ltd. And Beijing Antutu Technology Co.,Ltd Shareholder Voting Proxy Agreement With respect to Beijing Antutu Technology Co., Ltd. Shareholder Voting Proxy Agreement The Agreement is made and entered into by and among the following Parties on June 14, 2013, Beijing: 1. Annex I Existing Shareholder”] [Annex I All the Parties Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Beijing Antutu Technology Co., Ltd. Equity Pledge Agreement With respect to Beijing Antutu Technology Co., Ltd. Equity Pledge Agreement Agreement PRC The Equity Pledge Agreement (the “ (1) Annex I Pledgor Pledgors Each person listed in (2) Pledgee Beijing Kingsoft Internet Security Software Co., Ltd.] [January 17, 2014 VIE Entity To: Beijing Antutu Technology Co., Ltd. (the “ To Whom It May Concern: WFOE Beijing Kingsoft Internet Security Software Co., Ltd. By/Chop: EX-10.20 25 d655537dex1020.htm EX-10.20] [SPOUSAL CONSENT the Loan Agreement the Exclusive Equity Option Agreement Shareholder Voting Proxy Agreement the Equity Pledge Agreement Control Agreements I, Xinchan LI (ID card No.: ***), the legitimate spouse of Wei LIU, hereby affirm and unconditionally and irrevocably agree that the shares of Beijing Antutu Technology Co.,Ltd. held by and registered under the name of my spouse shall be] [Business Operation Agreement Agreement Party Parties The Business Operation Agreement (hereinafter referred to as the “ Party A: Beijing Kingsoft Internet Security Software Co., Ltd. Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Company Party B: Beike Internet (Beijing) Security Technology Co., Ltd. (the “ Registered Address: 201, 2/F, No.33 Xiaoying] [Jan 1, 2011 Annex I Each Person Listed in And Beijing Kingsoft Internet Security Software Co., Ltd. Loan Agreement Loan Agreement Agreement PRC The Loan Agreement (hereinafter referred to as the “ (1) Annex I Borrower” Borrowers Each person listed in (2) Lender Beijing Kingsoft Internet Security Software Co., Ltd. (hereinafter referred to as the “ Registered Address: East Area,] [Exclusive Technology Development, Support and Consultancy Agreement Agreement The Exclusive Technology Development, Support and Consultancy Agreement (the “ Party A Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Party B Registered Address: 201/Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Whereas, Party A is mainly engaged] [Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Beike Internet (Beijing) Security Technology Co., Ltd. Exclusive Equity Option Agreement With respect to Beike Internet (Beijing) Security Technology Co., Ltd. Exclusive Equity Option Agreement Agreement PRC The Exclusive Equity Option Agreement (hereinafter referred to as the “ (1) Annex I Existing Shareholder Existing Shareholders Each] [January 1, 2011 Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co. Ltd. And Beike Internet (Beijing) Security Technology Co., Ltd. Shareholder Voting Proxy Agreement With respect to Beike Internet (Beijing) Security Technology Co., Ltd. Shareholder Voting Proxy Agreement The Agreement is made and entered into by and among the following Parties on January 1, 2011, Beijing:] [Annex I All the Parties Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Beike Internet (Beijing) Security Technology Co., Ltd. Equity Pledge Agreement With respect to Beike Internet (Beijing) Security Technology Co., Ltd. 1 Equity Pledge Agreement Agreement PRC The Equity Pledge Agreement (the “ (1) Annex I Pledgor Pledgors Each person listed in (2) Pledgee Beijing Kingsoft] [January 17, 2014 VIE Entity To: Beike Internet (Beijing) Security Technology Co., Ltd. (the “ To Whom It May Concern: WFOE Beijing Kingsoft Internet Security Software Co., Ltd. By/Chop: EX-10.28 33 d655537dex1028.htm EX-10.28] [SPOUSAL CONSENT the Loan Agreement the Exclusive Equity Option Agreement Shareholder Voting Proxy Agreement the Equity Pledge Agreement the Loan Agreement II the Equity Pledge Agreement Control Agreements I, Jin WANG (ID card No.: ***), the legitimate spouse of Weiqin QIU, hereby affirm and unconditionally and irrevocably agree that the shares of Beike Internet (Beijing) Security Technology Co., Ltd. held] [Business Operation Agreement Agreement Party Parties The Business Operation Agreement (hereinafter referred to as the “ Party A: Beijing Kingsoft Internet Security Software Co., Ltd. Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Company Party B: Guangzhou Kingsoft Network Technology Co., Ltd. (the “ Registered Address: Room 01-B, Floor 6, No.30] [August 5, 2013 Annex I Each Person Listed in And Beijing Kingsoft Internet Security Software Co., Ltd. Loan Agreement Loan Agreement Agreement PRC The Loan Agreement (hereinafter referred to as the “ (1) Annex I Borrower Borrowers Each person listed in (2) Lender Beijing Kingsoft Internet Security Software Co., Ltd. (hereinafter referred to as the “ Registered Address: East Area,] [Exclusive Technology Development, Support and Consultancy Agreement Agreement The Exclusive Technology Development, Support and Consultancy Agreement (the “ Party A Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Party B Registered Address: Room 01-B, Floor 6, No.30 Zhujiang East Road, Tianhe District, Guangzhou Legal Representative: Jun LEI Whereas, Party A is] [Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Guangzhou Kingsoft Network Technology Co., Ltd. Exclusive Equity Option Agreement With respect to Guangzhou Kingsoft Network Technology Co., Ltd. Exclusive Equity Option Agreement Agreement PRC The Exclusive Equity Option Agreement (hereinafter referred to as the “ (1) Annex I Existing Shareholder Existing Shareholders Each party listed] [September 1, 2013 Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Guangzhou Kingsoft Network Technology Co., Ltd. Shareholder Voting Proxy Agreement With respect to Guangzhou Kingsoft Network Technology Co., Ltd. Shareholder Voting Proxy Agreement The Agreement is made and entered into by and among the following Parties on September 1, 2013, Beijing: 1. Annex] [Annex I All the Parties Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Guangzhou Kingsoft Network Technology Co., Ltd. Equity Pledge Agreement With respect to Guangzhou Kingsoft Network Technology Co., Ltd. 1 Equity Pledge Agreement Agreement PRC The Equity Pledge Agreement (the “ (1) Annex I Pledgor Pledgors Each person listed in (2) Pledgee Beijing Kingsoft Internet Security] [January 17, 2014 VIE Entity To: Guangzhou Kingsoft Network Technology Co., Ltd. (the “ To Whom It May Concern: WFOE Beijing Kingsoft Internet Security Software Co., Ltd. By/Chop: EX-10.36 41 d655537dex1036.htm EX-10.36] [SPOUSAL CONSENT the Loan Agreement the Exclusive Equity Option Agreement Shareholder Voting Proxy Agreement the Equity Pledge Agreement Control Agreements I, Jin WANG (ID card No.: ***), the legitimate spouse of Weiqin QIU, hereby affirm and unconditionally and irrevocably agree that the shares of Guangzhou Kingsoft Network Technology Co., Ltd. held by and registered under the name of my spouse] [Cooperation Framework Agreement th The cooperation framework agreement (“the Agreement”) is concluded and signed on the date of Dec. 27 Party A: Kingsoft Corporation Limited Address: Kingsoft Building, No.33 Xiaoying West Road, Haidian District, Beijing (100085) Party B: Kingsoft Internet Software Holdings Limited Address: Floor 12, Fosun International Center, No. 237 Chaoyang North Road, Chaoyang District, Beijing Through friendly consultations,] [Strategic Cooperation Agreement The strategic cooperation agreement (“the Agreement”) is concluded and signed on the date of December 27, 2013 in Chaoyang District, Beijing. Party A: Kingsoft Internet Software Holdings Limited Address: 3rd Floor, Queensgate House, 113 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands Telephone: 010-62927779 Contact Person: FU Sheng Party B: Shenzhen Tencent Computer Systems] [Authorization and Licensing Agreement Party A: the parties as listed in Schedule 1 Party B: the parties as listed in Schedule 2 Party A will be referred to as the “Licensor”, and Party B the “Licensee”. Through friendly negotiation, the Licenser and Licensee have reached the following agreement in Haidian, Beijing, with respect to the authorization of use of products] [Share Transfer Agreement Kingsoft Corporation Limited Cheetah Technology Corporation Limited This Share Transfer Agreement is entered into by and between Article 1 Share Transfer Party A, under this Agreement, transfers 7,224 Ordinary Shares (hereinafter referred to as the “Shares” ) held by Party A in Kingsoft kabuskiki kaisha ( Article 2 Price of The Shares Article 3 The Shares Transfer] [Place of Incorporation Subsidiaries Cheetah Technology Corporation Limited Hong Kong KS Mobile Inc. Conew.com Corporation British Virgin Islands Zhuhai Juntian Electronic Technology Co., Ltd. People’s Republic of China Conew Network Technology (Beijing) Co., Ltd. People’s Republic of China Beijing Kingsoft Internet Security Software Co., Ltd. People’s Republic of China Variable Interest Entities Beijing Kingsoft Network Technology Co., Ltd. People’s Republic] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 6, 2014, in the Registration Statement and related Prospectus of Cheetah Mobile Inc. for the registration of its Class A ordinary shares. Beijing, the People’s Republic of China April 2, 2014 EX-23.1] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T April 2, 2014 To: Cheetah Mobile Inc. 12/F, Fosun International Center Tower No. 237 Chaoyang North Road Chaoyang District, Beijing 100022 People’s Republic of China Dear Sirs or Madams: PRC China We are qualified lawyers] [April 2, 2014 Cheetah Mobile Inc. 12/F, Fosun International Center Tower No. 237 Chaoyang North Road Chaoyang District, Beijing 100022 People’s Republic of China Tel: +86-10-6292-7779 Dear Sirs: Reference is made to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) to be filed in connection with the Company’s initial public offering of its American depositary shares, representing the]

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CMCM [Cheetah Mobile] F-1: CALCULATION OF REGISTRATION FEE Title of each class

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum (2)(3) offering price Amount of registration fee (1) Class A ordinary shares, par value US$0.000025 per share US$300,000,000 US$38,640 (1) American depositary shares issuable upon the deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration] [Execution Version Company No.: 228997 THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Kingsoft Internet Security Software Holdings Limited th Incorporated on the 30 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 Revision) Company Limited by Shares THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Kingsoft Internet Security Software Holdings Limited Adopted by Special Resolution on June] [Execution Version SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT by and among KINGSOFT CORPORATION LIMITED FAX VISION CORPORATION FU SHENG XU MING MATRIX PARTNERS CHINA I, L.P. MATRIX PARTNERS CHINA I-A, L.P. TCH COPPER LIMITED KINGSOFT INTERNET SECURITY SOFTWARE HOLDINGS LIMITED CHEETAH TECHNOLOGY CORPORATION LIMITED CONEW.COM CORPORATION KS MOBILE INC. ZHUHAI JUNTIAN ELECTRONIC TECHNOLOGY CO., LTD. CONEW NETWORK TECHNOLOGY (BEIJING) CO.,] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE 90071-3144 LOS ANGELES, CALIFORNIA TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com April 2, 2014 FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY Cheetah Mobile Inc. 12/F, Fosun International Center Tower No.] [漢 坤 律 師 事 務 所 AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL T : (86 10) 8525 5500 ; AX F : (86 10) 852 5 5511 / 8525 5522 April 2, 2014 To: Cheetah Mobile Inc. 12/F, Fosun International Center Tower] [KINGSOFT INTERNET SECURITY SOFTWARE HOLDINGS LIMITED (a Cayman Islands exempted company with limited liability) RULES RELATING TO THE SHARE AWARD SCHEME ADOPTED ON 26 MAY 2011 DEFINITIONS AND INTERPRETATION 1.1 In these rules of the Scheme, unless the context otherwise requires, the following words and expressions shall have the following meanings:- “Adoption Date” 26 May 2011 (the date on which] [KINGSOFT INTERNET SOFTWARE HOLDINGS LIMITED (the “Company”) 2013 EQUITY INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “ NOW, THEREFORE,] [EMPLOYMENT AGREEMENT Agreement” Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Execution Version KINGSOFT INTERNET SECURITY SOFTWARE HOLDINGS LIMITED SERIES B PREFERRED SHARE PURCHASE AGREEMENT Agreement This SERIES B PREFERRED SHARE PURCHASE AGREEMENT (the “ Company (1) Kingsoft Internet Security Software Holdings Limited, a company duly incorporated and validly existing under the Laws of the Cayman Islands, and in the process of changing its name to Kingsoft Internet Software Holdings Limited] [Business Operation Agreement Agreement Party Parties The Business Operation Agreement (hereinafter referred to as the “ Party A: Conew Network Technology (Beijing) Co., Ltd. Registered Address: Room 150, Building 1, No.3 Xijing Road, Hi-Tech Park, Badachu, Shijingshan District, Beijing Legal Representative: Sheng FU Company Party B: Beijing Kingsoft Network Technology Co., Ltd. (the “ Registered Address: Room1592A, Building 3, No.3] [June 20, 2012 Annex I Each Person Listed in And Conew Network Technology (Beijing) Co., Ltd. Loan Agreement Loan Agreement Agreement PRC The Loan Agreement (hereinafter referred to as the “ (1) Annex I Borrower” Borrowers Each person listed in (2) Lender Conew Network Technology (Beijing) Co., Ltd. (hereinafter referred to as the “ Registered Address: Room150, Building 1, No.3] [Exclusive Technology Development, Support and Consultancy Agreement Agreement The Exclusive Technology Development, Support and Consultancy Agreement (the “ Party A Registered Address: Room 150, Building 1, No.3 Xijing Road, Hi-Tech Park, Badachu, Shijingshan District, Beijing Legal Representative: Sheng FU Party B Registered Address: Room 1592A, Building 3, No.3 Xijing Road, Hi-Tech Park, Badachu, Shijingshan District, Beijing Legal Representative: Jun LEI] [Annex I Each Party Listed in Conew Network Technology (Beijing) Co., Ltd. And Beijing Kingsoft Network Technology Co., Ltd. Exclusive Equity Option Agreement With respect to Beijing Kingsoft Network Technology Co., Ltd. Exclusive Equity Option Agreement Agreement PRC The Exclusive Equity Option Agreement (hereinafter referred to as the “ (1) Annex I Existing Shareholder Existing Shareholders Each party listed in] [July 18, 2012 Annex I Each Party Listed in Conew Network Technology (Beijing) Co., Ltd. And Beijing Kingsoft Network Technology Co., Ltd. Shareholder Voting Proxy Agreement With respect to Beijing Kingsoft Network Technology Co., Ltd. Shareholder Voting Proxy Agreement The Agreement is made and entered into by and among the following Parties on July 18, 2012 Beijing: 1. Annex I] [Annex I All the Parties Listed in Conew Network Technology (Beijing) Co., Ltd. And Beijing Kingsoft Network Technology Co., Ltd. Equity Pledge Agreement With respect to Beijing Kingsoft Network Technology Co., Ltd. 1 Equity Pledge Agreement Agreement PRC The Equity Pledge Agreement (the “ (1) Annex I Pledgor Pledgors Each person listed in (2) Pledgee Beijing Kingsoft Internet Security Software] [January 17, 2014 VIE Entity To: Beijing Kingsoft Network Technology Co., Ltd. (the “ To Whom It May Concern: WFOE Conew Network Technology (Beijing) Co., Ltd. By/Chop: EX-10.12 17 d655537dex1012.htm EX-10.12] [SPOUSAL CONSENT the Loan Agreement the Exclusive Equity Option Agreement Shareholder Voting Proxy Agreement the Equity Pledge Agreement Control Agreements I, Xinchan LI (ID card No.: ***), the legitimate spouse of Wei LIU, hereby affirm and unconditionally and irrevocably agree that the shares of Beijing Kingsoft Network Technology Co., Ltd. held by and registered under the name of my spouse] [Business Operation Agreement Agreement Party Parties The Business Operation Agreement (hereinafter referred to as the “ Party A: Beijing Kingsoft Internet Security Software Co., Ltd. Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Company Party B: Beijing Antutu Technology Co., Ltd. (the “ Registered Address: Room A-0049, Floor 2, Building 3,] [June 7, 2013 Annex I Each Person Listed in And Beijing Kingsoft Internet Security Software Co., Ltd. Loan Agreement Loan Agreement Agreement PRC The Loan Agreement (hereinafter referred to as the “ (1) Annex I Borrower” Borrowers Each person listed in (2) Lender Beijing Kingsoft Internet Security Software Co., Ltd. (hereinafter referred to as the “ Registered Address: East Area,] [Exclusive Technology Development, Support and Consultancy Agreement Agreement The Exclusive Technology Development, Support and Consultancy Agreement (the “ Party A Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Party B Registered Address: Room A-0049, Floor 2, Building 3, No.30 Shixing Street, Shijingshan District, Beijing Legal Representative: Jun LEI Whereas, Party A] [Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Beijing Antutu Technology Co., Ltd. Exclusive Equity Option Agreement With respect to Beijing Antutu Technology Co., Ltd. Exclusive Equity Option Agreement Agreement PRC The Exclusive Equity Option Agreement (hereinafter referred to as the “ (1) Annex I Existing Shareholder Existing Shareholders Each party listed in (2)] [June 14, 2013 Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co. Ltd. And Beijing Antutu Technology Co.,Ltd Shareholder Voting Proxy Agreement With respect to Beijing Antutu Technology Co., Ltd. Shareholder Voting Proxy Agreement The Agreement is made and entered into by and among the following Parties on June 14, 2013, Beijing: 1. Annex I Existing Shareholder”] [Annex I All the Parties Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Beijing Antutu Technology Co., Ltd. Equity Pledge Agreement With respect to Beijing Antutu Technology Co., Ltd. Equity Pledge Agreement Agreement PRC The Equity Pledge Agreement (the “ (1) Annex I Pledgor Pledgors Each person listed in (2) Pledgee Beijing Kingsoft Internet Security Software Co., Ltd.] [January 17, 2014 VIE Entity To: Beijing Antutu Technology Co., Ltd. (the “ To Whom It May Concern: WFOE Beijing Kingsoft Internet Security Software Co., Ltd. By/Chop: EX-10.20 25 d655537dex1020.htm EX-10.20] [SPOUSAL CONSENT the Loan Agreement the Exclusive Equity Option Agreement Shareholder Voting Proxy Agreement the Equity Pledge Agreement Control Agreements I, Xinchan LI (ID card No.: ***), the legitimate spouse of Wei LIU, hereby affirm and unconditionally and irrevocably agree that the shares of Beijing Antutu Technology Co.,Ltd. held by and registered under the name of my spouse shall be] [Business Operation Agreement Agreement Party Parties The Business Operation Agreement (hereinafter referred to as the “ Party A: Beijing Kingsoft Internet Security Software Co., Ltd. Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Company Party B: Beike Internet (Beijing) Security Technology Co., Ltd. (the “ Registered Address: 201, 2/F, No.33 Xiaoying] [Jan 1, 2011 Annex I Each Person Listed in And Beijing Kingsoft Internet Security Software Co., Ltd. Loan Agreement Loan Agreement Agreement PRC The Loan Agreement (hereinafter referred to as the “ (1) Annex I Borrower” Borrowers Each person listed in (2) Lender Beijing Kingsoft Internet Security Software Co., Ltd. (hereinafter referred to as the “ Registered Address: East Area,] [Exclusive Technology Development, Support and Consultancy Agreement Agreement The Exclusive Technology Development, Support and Consultancy Agreement (the “ Party A Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Party B Registered Address: 201/Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Whereas, Party A is mainly engaged] [Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Beike Internet (Beijing) Security Technology Co., Ltd. Exclusive Equity Option Agreement With respect to Beike Internet (Beijing) Security Technology Co., Ltd. Exclusive Equity Option Agreement Agreement PRC The Exclusive Equity Option Agreement (hereinafter referred to as the “ (1) Annex I Existing Shareholder Existing Shareholders Each] [January 1, 2011 Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co. Ltd. And Beike Internet (Beijing) Security Technology Co., Ltd. Shareholder Voting Proxy Agreement With respect to Beike Internet (Beijing) Security Technology Co., Ltd. Shareholder Voting Proxy Agreement The Agreement is made and entered into by and among the following Parties on January 1, 2011, Beijing:] [Annex I All the Parties Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Beike Internet (Beijing) Security Technology Co., Ltd. Equity Pledge Agreement With respect to Beike Internet (Beijing) Security Technology Co., Ltd. 1 Equity Pledge Agreement Agreement PRC The Equity Pledge Agreement (the “ (1) Annex I Pledgor Pledgors Each person listed in (2) Pledgee Beijing Kingsoft] [January 17, 2014 VIE Entity To: Beike Internet (Beijing) Security Technology Co., Ltd. (the “ To Whom It May Concern: WFOE Beijing Kingsoft Internet Security Software Co., Ltd. By/Chop: EX-10.28 33 d655537dex1028.htm EX-10.28] [SPOUSAL CONSENT the Loan Agreement the Exclusive Equity Option Agreement Shareholder Voting Proxy Agreement the Equity Pledge Agreement the Loan Agreement II the Equity Pledge Agreement Control Agreements I, Jin WANG (ID card No.: ***), the legitimate spouse of Weiqin QIU, hereby affirm and unconditionally and irrevocably agree that the shares of Beike Internet (Beijing) Security Technology Co., Ltd. held] [Business Operation Agreement Agreement Party Parties The Business Operation Agreement (hereinafter referred to as the “ Party A: Beijing Kingsoft Internet Security Software Co., Ltd. Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Company Party B: Guangzhou Kingsoft Network Technology Co., Ltd. (the “ Registered Address: Room 01-B, Floor 6, No.30] [August 5, 2013 Annex I Each Person Listed in And Beijing Kingsoft Internet Security Software Co., Ltd. Loan Agreement Loan Agreement Agreement PRC The Loan Agreement (hereinafter referred to as the “ (1) Annex I Borrower Borrowers Each person listed in (2) Lender Beijing Kingsoft Internet Security Software Co., Ltd. (hereinafter referred to as the “ Registered Address: East Area,] [Exclusive Technology Development, Support and Consultancy Agreement Agreement The Exclusive Technology Development, Support and Consultancy Agreement (the “ Party A Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Party B Registered Address: Room 01-B, Floor 6, No.30 Zhujiang East Road, Tianhe District, Guangzhou Legal Representative: Jun LEI Whereas, Party A is] [Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Guangzhou Kingsoft Network Technology Co., Ltd. Exclusive Equity Option Agreement With respect to Guangzhou Kingsoft Network Technology Co., Ltd. Exclusive Equity Option Agreement Agreement PRC The Exclusive Equity Option Agreement (hereinafter referred to as the “ (1) Annex I Existing Shareholder Existing Shareholders Each party listed] [September 1, 2013 Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Guangzhou Kingsoft Network Technology Co., Ltd. Shareholder Voting Proxy Agreement With respect to Guangzhou Kingsoft Network Technology Co., Ltd. Shareholder Voting Proxy Agreement The Agreement is made and entered into by and among the following Parties on September 1, 2013, Beijing: 1. Annex] [Annex I All the Parties Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Guangzhou Kingsoft Network Technology Co., Ltd. Equity Pledge Agreement With respect to Guangzhou Kingsoft Network Technology Co., Ltd. 1 Equity Pledge Agreement Agreement PRC The Equity Pledge Agreement (the “ (1) Annex I Pledgor Pledgors Each person listed in (2) Pledgee Beijing Kingsoft Internet Security] [January 17, 2014 VIE Entity To: Guangzhou Kingsoft Network Technology Co., Ltd. (the “ To Whom It May Concern: WFOE Beijing Kingsoft Internet Security Software Co., Ltd. By/Chop: EX-10.36 41 d655537dex1036.htm EX-10.36] [SPOUSAL CONSENT the Loan Agreement the Exclusive Equity Option Agreement Shareholder Voting Proxy Agreement the Equity Pledge Agreement Control Agreements I, Jin WANG (ID card No.: ***), the legitimate spouse of Weiqin QIU, hereby affirm and unconditionally and irrevocably agree that the shares of Guangzhou Kingsoft Network Technology Co., Ltd. held by and registered under the name of my spouse] [Cooperation Framework Agreement th The cooperation framework agreement (“the Agreement”) is concluded and signed on the date of Dec. 27 Party A: Kingsoft Corporation Limited Address: Kingsoft Building, No.33 Xiaoying West Road, Haidian District, Beijing (100085) Party B: Kingsoft Internet Software Holdings Limited Address: Floor 12, Fosun International Center, No. 237 Chaoyang North Road, Chaoyang District, Beijing Through friendly consultations,] [Strategic Cooperation Agreement The strategic cooperation agreement (“the Agreement”) is concluded and signed on the date of December 27, 2013 in Chaoyang District, Beijing. Party A: Kingsoft Internet Software Holdings Limited Address: 3rd Floor, Queensgate House, 113 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands Telephone: 010-62927779 Contact Person: FU Sheng Party B: Shenzhen Tencent Computer Systems] [Authorization and Licensing Agreement Party A: the parties as listed in Schedule 1 Party B: the parties as listed in Schedule 2 Party A will be referred to as the “Licensor”, and Party B the “Licensee”. Through friendly negotiation, the Licenser and Licensee have reached the following agreement in Haidian, Beijing, with respect to the authorization of use of products] [Share Transfer Agreement Kingsoft Corporation Limited Cheetah Technology Corporation Limited This Share Transfer Agreement is entered into by and between Article 1 Share Transfer Party A, under this Agreement, transfers 7,224 Ordinary Shares (hereinafter referred to as the “Shares” ) held by Party A in Kingsoft kabuskiki kaisha ( Article 2 Price of The Shares Article 3 The Shares Transfer] [Place of Incorporation Subsidiaries Cheetah Technology Corporation Limited Hong Kong KS Mobile Inc. Conew.com Corporation British Virgin Islands Zhuhai Juntian Electronic Technology Co., Ltd. People’s Republic of China Conew Network Technology (Beijing) Co., Ltd. People’s Republic of China Beijing Kingsoft Internet Security Software Co., Ltd. People’s Republic of China Variable Interest Entities Beijing Kingsoft Network Technology Co., Ltd. People’s Republic] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 6, 2014, in the Registration Statement and related Prospectus of Cheetah Mobile Inc. for the registration of its Class A ordinary shares. Beijing, the People’s Republic of China April 2, 2014 EX-23.1] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T April 2, 2014 To: Cheetah Mobile Inc. 12/F, Fosun International Center Tower No. 237 Chaoyang North Road Chaoyang District, Beijing 100022 People’s Republic of China Dear Sirs or Madams: PRC China We are qualified lawyers] [April 2, 2014 Cheetah Mobile Inc. 12/F, Fosun International Center Tower No. 237 Chaoyang North Road Chaoyang District, Beijing 100022 People’s Republic of China Tel: +86-10-6292-7779 Dear Sirs: Reference is made to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) to be filed in connection with the Company’s initial public offering of its American depositary shares, representing the]

By | 2016-03-30T07:46:09+00:00 April 2nd, 2014|Categories: Chinese Stocks, CMCM, Webplus ver|Tags: , , , , , |0 Comments
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WBAI [500.com] F-1: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering (1)(2) price Amount of registration fee (3) Class A ordinary shares, par value US$0.00005 per share US$260,000,000 (4) US$ (1) (2) (3) Form F-6 (4) Subject to Completion, Dated , 2014. 500.com Limited American Depositary Shares Representing Class A Ordinary Shares This is] [Our ref DLK/663980-000001/6902029v3 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com 500.com Limited 500.com Building Shenxianling Sports Center Longgang District Shenzhen 518115 People’s Republic of China 2 April 2014 Dear Sirs 500.com Limited Company Registration Statement Commission Offering ADSs New Shares Selling Shareholders Sale Shares We have acted as Cayman Islands legal advisers to 500.com Limited (the “ 1 Documents Reviewed] [SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, N.Y. 10017-3954 (212) 455-2000 FACSIMLLE: (212) 455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS March 26, 2014 500.com Limited 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Ladies and Gentlemen: Company Registration Statement Commission We have examined the Registration Statement. In addition, we have examined, and have] [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 April 2, 2014 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Dear Sirs or Madams: We are qualified lawyers of the People’s Republic of China (the “PRC”] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Fu Jiepin Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Fu Jiepin is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Li He Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Li He is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Li Xue Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Li Xue is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Yuan Ping Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Yuan Ping is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Zou Bo Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Zou Bo is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Zou Ying Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Zou Ying is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Wang Ying Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen Guangtiandi Technology Co., Ltd. Guangtiandi Wang Ying is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in Shenzhen,] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Yuan Liangdong Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen Guangtiandi Technology Co., Ltd. Guangtiandi Yuan Liangdong is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in Shenzhen,] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Li Jin Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen Youlanguang Technology Co., Ltd. Youlanguang Li Jin is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in Shenzhen,] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Zhang Jing Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen Youlanguang Technology Co., Ltd. Youlanguang Zhang Jing is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in Shenzhen,] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Fu Jiepin Identification No.: 44010519670129001X Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Li Xue Identification No.: 532228196412241944 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Li He Identification No.: 532721195805190015 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Yuan Ping Identification No.: 420106196803074927 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Zou Bo Identification No.: 440306197007160030 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Zou Ying Identification No.: 421003197812020016 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Wang Ying Identification No.: 422801198308030625 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Yuan Liangdong Identification No.: 422801198302140612 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Li Jin Identification No.: 422801197310150699 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Zhang Jing Identification No.: 422802198106210042 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 26, 2014, in the Registration Statement (Form F-1) and related Prospectus of 500.com Limited dated April 2, 2014. Shenzhen, the People’s Republic of China March 28, 2014 EX-23.1 25 d689814dex231.htm EX-23.1] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T April 2, 2014 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Ladies and Gentlemen, Yours faithfully, Han Kun Law Offices CONFIDENTIALITY. EX-23.5 26 d689814dex235.htm EX-23.5] [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 April 2, 2014 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Dear Sirs or Madams, PRC China We are qualified lawyers of the People’s Republic of China]

By | 2016-03-23T23:44:12+00:00 April 2nd, 2014|Categories: Chinese Stocks, SEC Original, WBAI|Tags: , , , , , |0 Comments
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WBAI [500.com] F-1: CALCULATION OF REGISTRATION FEE Title of each class

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering (1)(2) price Amount of registration fee (3) Class A ordinary shares, par value US$0.00005 per share US$260,000,000 (4) US$ (1) (2) (3) Form F-6 (4) Subject to Completion, Dated , 2014. 500.com Limited American Depositary Shares Representing Class A Ordinary Shares This is] [Our ref DLK/663980-000001/6902029v3 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com 500.com Limited 500.com Building Shenxianling Sports Center Longgang District Shenzhen 518115 People’s Republic of China 2 April 2014 Dear Sirs 500.com Limited Company Registration Statement Commission Offering ADSs New Shares Selling Shareholders Sale Shares We have acted as Cayman Islands legal advisers to 500.com Limited (the “ 1 Documents Reviewed] [SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, N.Y. 10017-3954 (212) 455-2000 FACSIMLLE: (212) 455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS March 26, 2014 500.com Limited 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Ladies and Gentlemen: Company Registration Statement Commission We have examined the Registration Statement. In addition, we have examined, and have] [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 April 2, 2014 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Dear Sirs or Madams: We are qualified lawyers of the People’s Republic of China (the “PRC”] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Fu Jiepin Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Fu Jiepin is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Li He Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Li He is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Li Xue Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Li Xue is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Yuan Ping Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Yuan Ping is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Zou Bo Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Zou Bo is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Zou Ying Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen E-Sun Network Co., Ltd. E-Sun Network Zou Ying is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Wang Ying Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen Guangtiandi Technology Co., Ltd. Guangtiandi Wang Ying is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in Shenzhen,] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Yuan Liangdong Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen Guangtiandi Technology Co., Ltd. Guangtiandi Yuan Liangdong is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in Shenzhen,] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Li Jin Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen Youlanguang Technology Co., Ltd. Youlanguang Li Jin is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in Shenzhen,] [Agreement Agreement PRC This Agreement (this “ 500.COM LIMITED 500.COM E-Sun Sky Computer (Shenzhen) Co., Ltd. E-Sun Sky Computer Zhang Jing Parties The above parties shall be collectively referred to as the “ Whereas: A. Shenzhen Youlanguang Technology Co., Ltd. Youlanguang Zhang Jing is a shareholder of B. E-Sun Sky Computer is a subsidiary wholly owned by 500.COM in Shenzhen,] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Fu Jiepin Identification No.: 44010519670129001X Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Li Xue Identification No.: 532228196412241944 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Li He Identification No.: 532721195805190015 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Yuan Ping Identification No.: 420106196803074927 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Zou Bo Identification No.: 440306197007160030 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Zou Ying Identification No.: 421003197812020016 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Wang Ying Identification No.: 422801198308030625 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Yuan Liangdong Identification No.: 422801198302140612 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Li Jin Identification No.: 422801197310150699 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Shareholder’s Voting Power Assignment Agreement Agreement PRC This Shareholder’s Voting Power Assignment Agreement (this “ Party A: 500.COM LIMITED Registered Address: Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands Party B: Zhang Jing Identification No.: 422802198106210042 Party C: E-Sun Sky Computer (Shenzhen) Co., Ltd. Registered Address: (Room 3-A, Complex Building (including affiliated equipment] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 26, 2014, in the Registration Statement (Form F-1) and related Prospectus of 500.com Limited dated April 2, 2014. Shenzhen, the People’s Republic of China March 28, 2014 EX-23.1 25 d689814dex231.htm EX-23.1] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T April 2, 2014 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Ladies and Gentlemen, Yours faithfully, Han Kun Law Offices CONFIDENTIALITY. EX-23.5 26 d689814dex235.htm EX-23.5] [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 April 2, 2014 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Dear Sirs or Madams, PRC China We are qualified lawyers of the People’s Republic of China]

By | 2016-03-23T23:45:21+00:00 April 2nd, 2014|Categories: Chinese Stocks, WBAI, Webplus ver|Tags: , , , , , |0 Comments
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WBAI [500.com] F-1: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering (1)(2) price Amount of registration fee % Convertible Senior Notes due US$120,000,000 US$ Class A ordinary shares, par value US$0.0005 per share (3)(4) (3) (1) (2) (3) (4) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby have] [Our ref DLK/663980-000001/6930937v2 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com 500.com Building Shenxianling Sports Center Longgang District Shenzhen 518115 People’s Republic of China 26 March 2014 Dear Sirs 500.com Limited Company Registration Statement Commission Offering Notes Conversion Shares We have acted as Cayman Islands legal advisers to 500.com Limited (the “ 1 Documents Reviewed For the purposes of this opinion] [SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, N.Y. 10017-3954 (212) 455-2000 FACSIMLLE: (212) 455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS March 26, 2014 500.com Limited 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Ladies and Gentlemen: Company Registration Statement Commission We have examined the Registration Statement. In addition, we have examined, and have] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T March 26, 2014 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Dear Sirs or Madams: We are qualified lawyers of the People’s Republic of China (the “PRC”] [500.COM LIMITED Computation of Ratio of Earnings to Fixed Charges Year Ended December 31, 2011 2012 2013 RMB RMB RMB (in thousands) Earnings: Income before income taxes 42,054 22,244 29,760 Add: Fixed charges 223 284 5,722 42,277 22,528 35,482] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 26, 2014, in the Registration Statement (Form F-1) and related Prospectus of 500.com Limited dated March 26, 2014. Shenzhen, the People’s Republic of China March 26, 2014 EX-23.1 6 d696864dex231.htm EX-23.1] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T March 26, 2014 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Ladies and Gentlemen, Yours faithfully, Han Kun Law Offices CONFIDENTIALITY. EX-23.5 7 d696864dex235.htm EX-23.5] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T March 26, 2014 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Dear Sirs or Madams, PRC China We are qualified lawyers of the People’s Republic of China]

By | 2016-03-23T23:58:26+00:00 March 26th, 2014|Categories: Chinese Stocks, SEC Original, WBAI|Tags: , , , , , |0 Comments
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WBAI [500.com] F-1: CALCULATION OF REGISTRATION FEE Title of each class

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering (1)(2) price Amount of registration fee % Convertible Senior Notes due US$120,000,000 US$ Class A ordinary shares, par value US$0.0005 per share (3)(4) (3) (1) (2) (3) (4) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby have] [Our ref DLK/663980-000001/6930937v2 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com 500.com Building Shenxianling Sports Center Longgang District Shenzhen 518115 People’s Republic of China 26 March 2014 Dear Sirs 500.com Limited Company Registration Statement Commission Offering Notes Conversion Shares We have acted as Cayman Islands legal advisers to 500.com Limited (the “ 1 Documents Reviewed For the purposes of this opinion] [SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, N.Y. 10017-3954 (212) 455-2000 FACSIMLLE: (212) 455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS March 26, 2014 500.com Limited 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Ladies and Gentlemen: Company Registration Statement Commission We have examined the Registration Statement. In addition, we have examined, and have] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T March 26, 2014 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Dear Sirs or Madams: We are qualified lawyers of the People’s Republic of China (the “PRC”] [500.COM LIMITED Computation of Ratio of Earnings to Fixed Charges Year Ended December 31, 2011 2012 2013 RMB RMB RMB (in thousands) Earnings: Income before income taxes 42,054 22,244 29,760 Add: Fixed charges 223 284 5,722 42,277 22,528 35,482] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 26, 2014, in the Registration Statement (Form F-1) and related Prospectus of 500.com Limited dated March 26, 2014. Shenzhen, the People’s Republic of China March 26, 2014 EX-23.1 6 d696864dex231.htm EX-23.1] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T March 26, 2014 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Ladies and Gentlemen, Yours faithfully, Han Kun Law Offices CONFIDENTIALITY. EX-23.5 7 d696864dex235.htm EX-23.5] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T March 26, 2014 To: 500.COM LIMITED 500.com Building Shenxianling Sports Center Longgang District Shenzhen, 518115 People’s Republic of China Dear Sirs or Madams, PRC China We are qualified lawyers of the People’s Republic of China]

By | 2016-03-23T23:59:28+00:00 March 26th, 2014|Categories: Chinese Stocks, WBAI, Webplus ver|Tags: , , , , , |0 Comments
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WUBA [58.com] F-1: PROSPECTUS (Subject to Completion) American Depositary Shares 58.com

[PROSPECTUS (Subject to Completion) American Depositary Shares 58.com Inc. REPRESENTING CLASS A ORDINARY SHARES 58.com Inc. is offering American Depositary Shares, or ADSs, and the selling shareholders named in this prospectus are offering an aggregate of ADSs. Each ADS represents two Class A ordinary shares, par value $0.00001 per share. We will not receive any proceeds from the ADSs sold] [[ ] March, 2014 58.com Inc. Block E, The North American International Business Center Chaoyang District Beijing 100101 People’s Republic of China DIRECT LINE: E-MAIL OUR REF: YOUR REF: 852 2842 9531 Anna.Chong@conyersdill.com AC/al/#6383536 (M#879245) Dear Sirs, 58.com Inc. (the “Company”) Commission Registration Statement Securities Act Ordinary Shares Resolutions Certificate Date For the purposes of giving this opinion, we have] [17 March 2014 Matter No.:879245 Doc Ref: AC/al/#6733038 58.com Inc. Block E, The North American International Business Center Yi 108 Beiyuan Road Chaoyang District Beijing 100101 The People’s Republic of China Dear Sirs, Re: 58.com Inc. he “Company”) Commission Registration Statement Securities Act Class A Ordinary Shares For the purposes of giving this opinion, we have examined and relied upon] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] March 17, 2014 58.com Inc. Block E The North American International Business Center Yi 108 Beiyuan Road Chaoyang District, Beijing 100101 People’s Republic of China RE: American Depositary Shares of 58.com Inc. Ladies and Gentlemen: In rendering the opinion stated herein, we have examined and relied upon the following: (a) the] [List of Principal Subsidiaries and Consolidated Affiliated Entity of 58.com Inc. Principal Subsidiaries: China Classified Network Corporation, a British Virgin Islands company China Classified Information Corporation Limited, a Hong Kong company Beijing Chengshi Wanglin Information Technology Co., Ltd., a PRC company 58 Tongcheng Information Technology Co., Ltd., a PRC company Consolidated Affiliated Entity: Beijing 58 Information Technology Co., Ltd., a] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of 58.com Inc. of our report dated March 17, 2014, relating to the consolidated financial statements of 58.com Inc. which appears in such Registration Statement. We also consent to the references to us under the headings “Experts” in such Registration] [漢 坤 律 師 事 務 所 Han Kun Law Offices Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China Tel Fax : (86 10) 8525 5500; March 17, 2014 To: 58.com Inc. Block E, the North American International Business Center Yi 108 Beiyuan Road, Chaoyang District Beijing 100101, PRC Dear Sirs]

By | 2016-03-15T08:30:16+00:00 March 17th, 2014|Categories: Chinese Stocks, Webplus ver, WUBA|Tags: , , , , , |0 Comments
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WB [WEIBO] F-1: (Original Filing)

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum (1) offering price Amount of registration fee (2)(3) Class A ordinary shares, par value $0.00025 per share $500,000,000 $64,400 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2) (3)] [Company No.: 241654 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF WEIBO CORPORATION (As adopted by Special Resolution dated 29 April 2013) Incorporated on the 7th day of June 2010 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 REVISION) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF WEIBO CORPORATION (As adopted by Special Resolution dated] [Our ref SSY/688185-000001/6814757v2 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China [ ] 2014 Dear Sirs Weibo Corporation Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Weibo Corporation (the “ 1 Documents Reviewed For the purposes of] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] March 14, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza No. 6 Caihefang Road Haidian District, Beijing, 100080 People’s Republic of China Re: American Depositary Shares of Weibo Corporation (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies] [T. CN CORPORATION 2010 SHARE INCENTIVE PLAN TABLE OF CONTENTS Page SECTION 1. INTRODUCTION 1 SECTION 2. DEFINITIONS 1 (a) “Affiliate” 1 (b) 1 (c) “Award” 1 (d) “Award Agreement” 1 (e) “Award Shares” 1 (f) “Board” 1 (g) “Call Right” 1 (h) “Cashless Exercise” 2 (i) “Cause” 2] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as a director/an executive officer of the Company and in such capacity will render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors/an] [EXECUTION VERSION MASTER TRANSACTION AGREEMENT Between SINA CORPORATION And WEIBO CORPORATION Dated as of March 14, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS. Section 1.1 Defined Terms 2 ARTICLE 2 DOCUMENTS AND ITEMS TO BE DELIVERED PRIOR TO F-1 FILING. Section 2.1 Documents to be delivered by SINA 6 Section 2.2 Documents to be delivered by Weibo 6 ARTICLE 3] [Execution Version TRANSITIONAL SERVICES AGREEMENT Between SINA CORPORATION and WEIBO CORPORATION Dated as of March 14, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS. Section 1.1 Capitalized terms 1 ARTICLE 2 SERVICES. Section 2.1 Initial Services 4 Section 2.2 Additional Services 4 Section 2.3 Scope of Services 5 Section 2.4 Limitation on Provision of Services 5 Section 2.5 Standard of Performance;] [EXECUTION VERSION NON-COMPETITION AGREEMENT Between SINA CORPORATION And WEIBO CORPORATION Dated as of March 14, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS. Section 1.1 Defined Terms 1 ARTICLE 2 NON-COMPETITION. Section 2.1 Undertaking of the SINA Group 3 Section 2.2 Undertaking of the Weibo Group 3 ARTICLE 3 NON-SOLICITATION. Section 3.1 Non-Solicitation by SINA 4 Section 3.2 Non-Solicitation by Weibo] [EXECUTION VERSION SALES AND MARKETING SERVICES AGREEMENT Between SINA CORPORATION And WEIBO CORPORATION Dated as of March 14, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 ARTICLE 2 SALES AND MARKETING SERVICES 2 ARTICLE 3 PARTIES’ AGREEMENTS 3 3 ARTICLE 5 TERM 4 ARTICLE 6 CONFIDENTIALITY 4 ARTICLE 7 NOTICES 5 ARTICLE 8 DEFAULTING LIABILITY 5 ARTICLE 9 FORCE MAJEURE] [NTELLECTUAL ROPERTY ICENSE GREEMENT I Agreement th Effective Date Company Parent Party Parties This Intellectual Property License Agreement (this “ Recitals WHEREAS Investor Purchase Agreement WHEREAS WHEREAS NOW, THEREFORE Agreement 1. Definitions Allocation Rules “ Business “ 1 Company Owned Intellectual Property Schedule A “ Exclusive SINA Marks Schedule B “ Eye Logo “ Field of Use “ Intellectual Property] [Sina and Alibaba Strategic Cooperation Agreement Party A: Weibo Internet Technology (China) Co., Ltd. Address: th th 18 Contact Person: Office Phone No.: 010-82628888 Email: Postal Code: 100080 Party B: Alibaba (China) Co., Ltd. Address: th th 18 Contact Person: Office Phone No.: 0571-85022077 Email: Postal Code: Agreement th This Sina and Alibaba Strategic Cooperation Agreement (this “ Whereas, www.sina.com.cn] [VOTING AGREEMENT VOTING AGREEMENT Agreement Parent Investor This WHEREAS Company SHA WHEREAS Section 2.02(a) WHEREAS NOW, THEREFORE ARTICLE I DEFINITIONS AND INTERPRETATIONS Definitions Section 1.1 Acquired Shares 1 “ Affiliates “ Board “ 1 To include the Initial Shares and the Option Shares Cause “ Competitor “ Control Controlled by under common Control with “ Controlled Affiliate “ Director “] [REGISTRATION RIGHTS AGREEMENT BY AND AMONG ALI WB INVESTMENT HOLDING LIMITED SINA CORPORATION - and - WEIBO CORPORATION DATED AS OF MARCH 14, 2014 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT Agreement Ali WB SINA Company parties party This WITNESSETH WHEREAS Shareholders’ Agreement WHEREAS NOW, THEREFORE 1. NTERPRETATION I 1.1 Definitions. Affiliate “ Applicable Exchange “ Business Day Commission “ Control] [Loan Agreement This agreement is signed and entered in by and between the following parties on February 12, 2014 in Haidian District, Beijing. Party A: [Name of Borrower] (hereinafter referred to as “the borrower”) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as “Weibo Technology”) Address: Room 701, No. 10 Haidian North Second Street, Haidian] [Loan Repayment Agreement This Agreement is entered into on February 12, 2014, by and between the following two parties: Party A: [Name of Borrower] (hereinafter referred to as the “Borrower”) Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as “Weibo Technology”) Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Borrower and Weibo Technology] [Share Transfer Agreement This agreement (this “Agreement”) is entered into by and between the following parties on February 12, 2014 in Haidian District: Party A: [Name of Borrower] (hereinafter referred to as “the borrower”) ID Number: Party B: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing. WHEREAS, — (1) Party] [Agreement on Authorization to Exercise Shareholder’s Voting Power This agreement is concluded by and between the following parties on February 12, 2014 in Haidian District, Beijing: Party A: [Name of Authorizer] (hereinafter referred to as “the Authorizer”) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as “Weibo Technology”) Address: Room 701, No. 10 Haidian North] [Share Pledge Agreement This Share Pledge Agreement is entered into in Haidian District, Beijing between the following parties on [Execution Date]: Party A: [Name of Pledgor] (hereinafter referred to as the “Pledgor”) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”) Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing] [Exclusive Technical Service Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section] [Exclusive Sales Agency Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section] [Trademark License Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section of] [List of Principal Subsidiaries and Consolidated Affiliated Entities of Weibo Corporation Subsidiaries: Weibo Hong Kong Limited, a Hong Kong company Weibo Internet Technology (China) Co., Ltd., a PRC company Consolidated Affiliated Entity: Beijing Weimeng Technology Co., Ltd., a PRC company Beijing Weibo Interactive Internet Technology Co., Ltd., a PRC company EX-21.1 23 d652805dex211.htm EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Weibo Corporation of our report dated February 18, 2014 relating to the combined and consolidated financial statements of Weibo Corporation, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in] [Our ref SSY/688185-000001/6898425v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China 14 March 2014 Dear Sirs Weibo Corporation Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Weibo Corporation (the “ Yours faithfully EX-23.2 25 d652805dex232.htm EX-23.2] [March 14, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China Ladies and Gentlemen, Yours faithfully, EX-23.4 26 d652805dex234.htm EX-23.4] [WEIBO CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting of] [, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China Dear Sirs/Madams: Re: Weibo Corporation PRC Company Registration Statement Offering ADSs Ordinary Shares We are lawyers qualified in the People’s Republic of China (“ Opinion With respect to the Offering, you have requested us to furnish an opinion (the “]

By | 2016-03-10T13:37:35+00:00 March 14th, 2014|Categories: Chinese Stocks, SEC Original, WB|Tags: , , , , , |0 Comments
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WB [WEIBO] F-1: CALCULATION OF REGISTRATION FEE Title of each class

[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum (1) offering price Amount of registration fee (2)(3) Class A ordinary shares, par value $0.00025 per share $500,000,000 $64,400 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2) (3)] [Company No.: 241654 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF WEIBO CORPORATION (As adopted by Special Resolution dated 29 April 2013) Incorporated on the 7th day of June 2010 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 REVISION) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF WEIBO CORPORATION (As adopted by Special Resolution dated] [Our ref SSY/688185-000001/6814757v2 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China [ ] 2014 Dear Sirs Weibo Corporation Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Weibo Corporation (the “ 1 Documents Reviewed For the purposes of] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] March 14, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza No. 6 Caihefang Road Haidian District, Beijing, 100080 People’s Republic of China Re: American Depositary Shares of Weibo Corporation (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies] [T. CN CORPORATION 2010 SHARE INCENTIVE PLAN TABLE OF CONTENTS Page SECTION 1. INTRODUCTION 1 SECTION 2. DEFINITIONS 1 (a) “Affiliate” 1 (b) 1 (c) “Award” 1 (d) “Award Agreement” 1 (e) “Award Shares” 1 (f) “Board” 1 (g) “Call Right” 1 (h) “Cashless Exercise” 2 (i) “Cause” 2] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as a director/an executive officer of the Company and in such capacity will render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors/an] [EXECUTION VERSION MASTER TRANSACTION AGREEMENT Between SINA CORPORATION And WEIBO CORPORATION Dated as of March 14, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS. Section 1.1 Defined Terms 2 ARTICLE 2 DOCUMENTS AND ITEMS TO BE DELIVERED PRIOR TO F-1 FILING. Section 2.1 Documents to be delivered by SINA 6 Section 2.2 Documents to be delivered by Weibo 6 ARTICLE 3] [Execution Version TRANSITIONAL SERVICES AGREEMENT Between SINA CORPORATION and WEIBO CORPORATION Dated as of March 14, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS. Section 1.1 Capitalized terms 1 ARTICLE 2 SERVICES. Section 2.1 Initial Services 4 Section 2.2 Additional Services 4 Section 2.3 Scope of Services 5 Section 2.4 Limitation on Provision of Services 5 Section 2.5 Standard of Performance;] [EXECUTION VERSION NON-COMPETITION AGREEMENT Between SINA CORPORATION And WEIBO CORPORATION Dated as of March 14, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS. Section 1.1 Defined Terms 1 ARTICLE 2 NON-COMPETITION. Section 2.1 Undertaking of the SINA Group 3 Section 2.2 Undertaking of the Weibo Group 3 ARTICLE 3 NON-SOLICITATION. Section 3.1 Non-Solicitation by SINA 4 Section 3.2 Non-Solicitation by Weibo] [EXECUTION VERSION SALES AND MARKETING SERVICES AGREEMENT Between SINA CORPORATION And WEIBO CORPORATION Dated as of March 14, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 ARTICLE 2 SALES AND MARKETING SERVICES 2 ARTICLE 3 PARTIES’ AGREEMENTS 3 3 ARTICLE 5 TERM 4 ARTICLE 6 CONFIDENTIALITY 4 ARTICLE 7 NOTICES 5 ARTICLE 8 DEFAULTING LIABILITY 5 ARTICLE 9 FORCE MAJEURE] [NTELLECTUAL ROPERTY ICENSE GREEMENT I Agreement th Effective Date Company Parent Party Parties This Intellectual Property License Agreement (this “ Recitals WHEREAS Investor Purchase Agreement WHEREAS WHEREAS NOW, THEREFORE Agreement 1. Definitions Allocation Rules “ Business “ 1 Company Owned Intellectual Property Schedule A “ Exclusive SINA Marks Schedule B “ Eye Logo “ Field of Use “ Intellectual Property] [Sina and Alibaba Strategic Cooperation Agreement Party A: Weibo Internet Technology (China) Co., Ltd. Address: th th 18 Contact Person: Office Phone No.: 010-82628888 Email: Postal Code: 100080 Party B: Alibaba (China) Co., Ltd. Address: th th 18 Contact Person: Office Phone No.: 0571-85022077 Email: Postal Code: Agreement th This Sina and Alibaba Strategic Cooperation Agreement (this “ Whereas, www.sina.com.cn] [VOTING AGREEMENT VOTING AGREEMENT Agreement Parent Investor This WHEREAS Company SHA WHEREAS Section 2.02(a) WHEREAS NOW, THEREFORE ARTICLE I DEFINITIONS AND INTERPRETATIONS Definitions Section 1.1 Acquired Shares 1 “ Affiliates “ Board “ 1 To include the Initial Shares and the Option Shares Cause “ Competitor “ Control Controlled by under common Control with “ Controlled Affiliate “ Director “] [REGISTRATION RIGHTS AGREEMENT BY AND AMONG ALI WB INVESTMENT HOLDING LIMITED SINA CORPORATION - and - WEIBO CORPORATION DATED AS OF MARCH 14, 2014 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT Agreement Ali WB SINA Company parties party This WITNESSETH WHEREAS Shareholders’ Agreement WHEREAS NOW, THEREFORE 1. NTERPRETATION I 1.1 Definitions. Affiliate “ Applicable Exchange “ Business Day Commission “ Control] [Loan Agreement This agreement is signed and entered in by and between the following parties on February 12, 2014 in Haidian District, Beijing. Party A: [Name of Borrower] (hereinafter referred to as “the borrower”) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as “Weibo Technology”) Address: Room 701, No. 10 Haidian North Second Street, Haidian] [Loan Repayment Agreement This Agreement is entered into on February 12, 2014, by and between the following two parties: Party A: [Name of Borrower] (hereinafter referred to as the “Borrower”) Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as “Weibo Technology”) Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Borrower and Weibo Technology] [Share Transfer Agreement This agreement (this “Agreement”) is entered into by and between the following parties on February 12, 2014 in Haidian District: Party A: [Name of Borrower] (hereinafter referred to as “the borrower”) ID Number: Party B: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing. WHEREAS, — (1) Party] [Agreement on Authorization to Exercise Shareholder’s Voting Power This agreement is concluded by and between the following parties on February 12, 2014 in Haidian District, Beijing: Party A: [Name of Authorizer] (hereinafter referred to as “the Authorizer”) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as “Weibo Technology”) Address: Room 701, No. 10 Haidian North] [Share Pledge Agreement This Share Pledge Agreement is entered into in Haidian District, Beijing between the following parties on [Execution Date]: Party A: [Name of Pledgor] (hereinafter referred to as the “Pledgor”) ID No.: Party B: Weibo Internet Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”) Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing] [Exclusive Technical Service Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section] [Exclusive Sales Agency Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section] [Trademark License Agreement This agreement is made and entered into by and between the following parties on October 11, 2010 in Haidian District, Beijing. Party A: Weibo Internet Technology (China) Co., Ltd. Address: Room 701, No. 10 Haidian North Second Street, Haidian District, Beijing Party B: Beijing Weimeng Technology Co., Ltd. Address: th Room 1916, No. 58 West Section of] [List of Principal Subsidiaries and Consolidated Affiliated Entities of Weibo Corporation Subsidiaries: Weibo Hong Kong Limited, a Hong Kong company Weibo Internet Technology (China) Co., Ltd., a PRC company Consolidated Affiliated Entity: Beijing Weimeng Technology Co., Ltd., a PRC company Beijing Weibo Interactive Internet Technology Co., Ltd., a PRC company EX-21.1 23 d652805dex211.htm EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Weibo Corporation of our report dated February 18, 2014 relating to the combined and consolidated financial statements of Weibo Corporation, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in] [Our ref SSY/688185-000001/6898425v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China 14 March 2014 Dear Sirs Weibo Corporation Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Weibo Corporation (the “ Yours faithfully EX-23.2 25 d652805dex232.htm EX-23.2] [March 14, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China Ladies and Gentlemen, Yours faithfully, EX-23.4 26 d652805dex234.htm EX-23.4] [WEIBO CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting of] [, 2014 Weibo Corporation 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China Dear Sirs/Madams: Re: Weibo Corporation PRC Company Registration Statement Offering ADSs Ordinary Shares We are lawyers qualified in the People’s Republic of China (“ Opinion With respect to the Offering, you have requested us to furnish an opinion (the “]

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LEJU [Leju] F-1: FORM F-1 REGISTRATION STATEMENT Leju Holdings Limited Cayman

[FORM F-1 REGISTRATION STATEMENT Leju Holdings Limited Cayman Islands 7380 Not Applicable 15/F Floor, Shoudong International Plaza, No. 5 Building, Guangqu Home Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The] [MEMORANDUM AND ARTICLES OF ASSOCIATION OF Leju Holdings Limited Incorporated on 19 November 2013 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2013 Revision) MEMORANDUM OF ASSOCIATION OF Leju Holdings Limited 1. The name of the Company is Leju Holdings Limited 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Floor 4,] [THE COMPANIES LAW (2013 REVISION) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LEJU HOLDINGS LIMITED 樂居控股有限公司 (Adopted by a Special Resolution passed on March 10, 2014 and The name of the Company is Leju Holdings Limited 樂居控股有限公司 . The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand] [Our ref LWP/618586-000008/6880440v2 Direct +852 2971 3096 E-mail lorraine.pao@maplesandcalder.com Leju Holdings Limited 15/F, Shoudong International Plaza No.5 Building, Guangqu Home Dongcheng District Beijing 100022 People’s Republic of China 12 March 2014 Dear Sirs Leju Holdings Limited We have acted as Cayman Islands legal advisers to Leju Holdings Limited Company Registration Statement ADSs Shares (the “ 1 Documents Reviewed For the] [LEJU HOLDINGS LIMITED 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the Leju Holdings Limited 2013 Share Incentive Plan (the “ the Cayman Islands Company (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun] [FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT Agreement Company Indemnitee (this “ WHEREAS , it is essential to the Company that it be able to retain and attract the most capable persons available as directors and officers; WHEREAS , increased corporate litigation has subjected directors and officers to litigation risks and expenses, and the limitations on the availability of directors] [EMPLOYMENT AGREEMENT Agreement” Company Executive This EMPLOYMENT AGREEMENT (the “ RECITALS WHEREAS, 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) and under the terms and conditions of the Agreement; WHEREAS, the Executive desires to be employed by the Company during the term of] [Xudong ZHU Zuyu DING Shanghai SINA Leju Information Technology Co., Ltd. AND Beijing Yisheng Leju Information Services Co., Ltd. Exclusive Call Option Agreement In Respect Of Beijing Yisheng Leju Information Services Co., Ltd. September 10, 2011 EXCLUSIVE CALL OPTION AGREEMENT EXCLUSIVE CALL OPTION AGREEMENT Agreement This 1. Xudong ZHU Identity Card No.: 2. Zuyu DING Identity Card No.: Company Shareholder] [LOAN AGREEMENT BETWEEN XUDONG ZHU ZUYU DING AND SHANGHAI SINA LEJU INFORMATION TECHNOLOGY CO., LTD. DATED SEPTEMBER 10, 2011 LOAN AGREEMENT LOAN AGREEMENT this Agreement This 1. XUDONG ZHU Identity Card Number: 2. ZUYU DING Identity Card Number: Borrowers (XUDONG ZHU and ZUYU DING are collectively referred to as the “ 3. SHANGHAI SINA LEJU INFORMATION TECHNOLOGY CO., LTD. Lender] [Xudong ZHU Zuyu DING Shanghai SINA Leju Information Technology Co., Ltd. AND Beijing Yisheng Leju Information Services Co., Ltd. Shareholder Voting Right Proxy Agreement In respect of Beijing Yisheng Leju Information Services Co., Ltd. September 10, 2011 Shareholder Voting Right Proxy Agreement Agreement This Shareholder Voting Right Proxy Agreement (this “ 1. Xudong ZHU ID Card No.: 2. Zuyu DING] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Xudong ZHU, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Yisheng Leju Information Services Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Yisheng Leju Information Services Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to] [Xudong ZHU Zuyu DING Shanghai SINA Leju Information Technology Co., Ltd. AND Beijing Yisheng Leju Information Services Co., Ltd. Equity Pledge Agreement regarding Beijing Yisheng Leju Information Services Co., Ltd. September 10, 2011 EQUITY PLEDGE AGREEMENT EQUITY PLEDGE AGREEMENT Agreement This 1. Xudong ZHU Identity Card No.: 2. Zuyu DING Identity Card No: Pledgor Pledgors (Xudong ZHU and Zuyu DING] [EXCLUSIVE TECHNICAL SUPPPORT AGREEMENT This Agreement is entered into in Haidian District, Beijing as of May 8, 2008 by and between the following Parties: Shanghai SINA Leju Information Technology Co., Ltd. Party A: Address: Room 22, Floor 11, No. 838 Dongfang Road, Pudong New District, Shanghai Beijing Yisheng Leju Information Service Co., Ltd. Party B: Address: Room 802, Ideal Plaza,] [Zuyu DING Weijie MA Shanghai Yi Yue Information Technology Co., Ltd. AND Shanghai Yi Xin E-Commerce Co., Ltd. Exclusive Call Option Agreement In Respect Of Shanghai Yi Xin E-Commerce Co., Ltd. December 5, 2011 EXCLUSIVE CALL OPTION AGREEMENT EXCLUSIVE CALL OPTION AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No.: Company Shareholder Company Shareholders] [LOAN AGREEMENT BETWEEN Zuyu DING AND SHANGHAI YI YUE INFORMATION TECHNOLOGY CO., LTD. DATED SEPTEMBER 20, 2011 LOAN AGREEMENT LOAN AGREEMENT this Agreement This 1. ZUYU DING Identity Card Number: 2. WEIJIE MA Identity Card Number: Borrowers (ZUYU DING and WEIJIE MA are collectively referred to as the “ 3. SHANGHAI YI YUE INFORMATION TECHNOLOGY CO., LTD. Lender (the “] [Zuyu DING Weijie MA Shanghai Yi Yue Information Technology Co., Ltd. AND Shanghai Yi Xin E-Commerce Co., Ltd. Shareholder Voting Right Proxy Agreement In respect of Shanghai Yi Xin E-Commerce Co., Ltd. December 5, 2011 Shareholder Voting Right Proxy Agreement Agreement This Shareholder Voting Right Proxy Agreement (this “ 1. Zuyu DING ID Card No.: 2. Weijie MA ID Card] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Shanghai Yi Xin E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Weijie MA, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Shanghai Yi Xin E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene] [Zuyu Ding Weijie MA Shanghai Yi Yue Information Technology Co., Ltd. AND Shanghai Yi Xin E-Commerce Co., Ltd. Equity Pledge Agreement Shanghai Yi Xin E-Commerce Co., Ltd. December 5, 2011 EQUITY PLEDGE AGREEMENT EQUITY PLEDGE AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No: Zuyu DING Weijie MA Pledgor Pledgors ( 3. Shanghai Yi] [EXCLUSIVE TECHNICAL SUPPORT AGREEMENT This Agreement is entered into in Haidian District, Beijing as of December 5, 2011 by and between the following Parties: Shanghai Yi Yue Information Technology Co., Ltd. Party A: Address: Room 404, Building 1, No. 84, Lane 453, Hutai Road, Shanghai Shanghai Yi Xin E-Commerce Co., Ltd. Party B: Address: Room 103, Building 1, No. 84,] [Zuyu DING Weijie MA Beijing Maiteng Fengshun Science and Technology Co., Ltd. AND Beijing Jiajujiu E-Commerce Co., Ltd. Exclusive Call Option Agreement In Respect Of Beijing Jiajujiu E-Commerce Co., Ltd. April 1, 2012 EXCLUSIVE CALL OPTION AGREEMENT EXCLUSIVE CALL OPTION AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No.: Company Shareholder Company Shareholders (Zuyu] [LOAN AGREEMENT BETWEEN Zuyu DING AND BEIJING MAITENG FENGSHUN SCIENCE AND TECHNOLOGY CO., LTD. DATED FEBRUARY 1, 2012 LOAN AGREEMENT LOAN AGREEMENT this Agreement This 1. ZUYU DING Identity Card Number: 2. WEIJIE MA Identity Card Number: Borrowers (ZUYU DING and WEIJIE MA are collectively referred to as the “ 3. BEIJING MAITENG FENGSHUN SCIENCE AND TECHNOLOGY CO., LTD. Lender] [Zuyu DING Weijie MA Beijing Maiteng Fengshun Science and Technology Co., Ltd. AND Beijing Jiajujiu E-Commerce Co., Ltd. Shareholder Voting Right Proxy Agreement In respect of Beijing Jiajujiu E-Commerce Co., Ltd. April 1, 2012 Shareholder Voting Right Proxy Agreement Agreement This Shareholder Voting Right Proxy Agreement (this “ 1. Zuyu DING ID Card No.: 2. Weijie MA ID Card No:] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Zuyu DING, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Jiajujiu E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene and] [Power of Attorney Power of Attorney Entrusted Person THIS POWER OF ATTORNEY (hereinafter, the “ Company I, Weijie MA, hereby entrust the Entrusted Person with full representative power to exercise the following rights owned by me in the capacity of a shareholder of Beijing Jiajujiu E-Commerce Co., Ltd. (hereinafter, the “ (1) As my representative, to propose to convene and] [Zuyu Ding Weijie MA Beijing Maiteng Fengshun Science and Technology Co., Ltd. AND Beijing Jiajujiu E-Commerce Co., Ltd. Equity Pledge Agreement Beijing Jiajujiu E-Commerce Co., Ltd. April 1, 2012 EQUITY PLEDGE AGREEMENT EQUITY PLEDGE AGREEMENT Agreement This 1. Zuyu DING Identity Card No.: 2. Weijie MA Identity Card No: Zuyu DING Weijie MA Pledgor Pledgors ( 3. Beijing Maiteng Fengshun] [EXCLUSIVE TECHNICAL SUPPORT AGREEMENT This Agreement is entered into in Haidian District, Beijing as of April 1, 2012 by and between the following Parties: Party A: Beijing Maiteng Fengshun Science and Technology Co., Ltd. Address: Room 811, No. 58, North Sihuan West Road, Haidian District, Beijing Party B: Beijing Jiajujiu E-Commerce Co., Ltd. Address: Room 1513, 15/F, No. 5 Building,] [CONFIDENTIAL EXECUTION VERSION ADVERTISING INVENTORY SALE AGENCY AGREEMENT SINA CORPORATION and LEJU HOLDINGS LIMITED Dated as of March 7 , 20 14 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.01 Certain Defined Terms 1 1.02 Definitions 4 1.03 Interpretation and Rules of Construction 6 ARTICLE II ADVERTISING INVENTORY SALE AGENCY 7 2.01 Offsite Advertising Inventory Sale Agency 7 2.02] [AMENDED AND RESTATED DOMAIN NAME AND CONTENT LICENSE AGREEMENT “Agreement”) This Amended and Restated Domain Name and Content License Agreement (the 7 , 2014, by and between Beijing SINA Internet Information Service Co., Ltd. ( 北京新浪互 联 信息服 务 有限公司 “Licensor”) (“Licensee” “Parties” “Party”) ), a limited liability company organized under the laws of the People’s Republic of China (hereinafter] [AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT “Agreement”) This Amended and Restated Trademark License Agreement (the 7 , 2014, by and between Beijing SINA Internet Information Service Co., Ltd. ( 北京新浪互联信息服务有限公司 “Licensor”) (“Licensee” “Parties” “Party”) ), a limited liability company organized under the laws of the People’s Republic of China (hereinafter RECITALS WHEREAS, Licensor owns certain trademarks as more particularly described] [AMENDED AND RESTATED SOFTWARE LICENSE AND SUPPORT SERVICES AGREEMENT “Agreement”) This Amended and Restated Software License and Support Services Agreement (the 7 SINA.com , 2014 , by and between 新浪网技 术 ( 中国 ) 有限公司 “Licensor”) ), a limited liability company organized under the laws of the People’s Republic of China (hereinafter 上海新浪 乐 居信息科技有限公司 (“Licensee” “Parties” “Party”) ), a] [MASTER TRANSACTION AGREEMENT MASTER TRANSACTION AGREEMENT BETWEEN E-HOUSE (CHINA) HOLDINGS LIMITED and LEJU HOLDINGS LIMITED Dated as of March 10, 2014 TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS 2 1.1 Defined Terms 2] [OFFSHORE TRANSITIONAL SERVICES AGREEMENT OFFSHORE TRANSITIONAL SERVICES AGREEMENT BETWEEN E-HOUSE (CHINA) HOLDINGS LIMITED and LEJU HOLDINGS LIMITED Dated as of March 10, 2014 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. SERVICES 4 (a) Initial Services 4] [NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT BETWEEN E-HOUSE (CHINA) HOLDINGS LIMITED and LEJU HOLDINGS LIMITED Dated as of March 10, 2014 1 NON-COMPETITION AGREEMENT E-House Leju Party Parties This Non-Competition Agreement is dated as of March 10, 2014, by and between E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“ Capitalized terms] [Shanghai Real Estate Sales (Group) Co., Ltd. and Each Company as listed in Appendix Transitional Services Agreement Dated as of March 10, 2014 Transitional Services Agreement Agreement THIS TRANSITIONAL SERVICES AGREEMENT (this “ (1) Shanghai Real Estate Sales (Group) Co., Ltd. “E-House Shanghai” ( Registered Address: Room 308, Building 1, No. 1376 Jiangdong Road, Pudong New Area, Shanghai (2) Each] [Shanghai Real Estate Sales (Group) Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd. Shanghai Yi Xin E-Commerce Co., Ltd. Beijing Jiajujiu E-Commerce Co., Ltd. Cooperation Agreement Dated March 10, 2014 Cooperation Agreement Agreement This Cooperation Agreement (this “ 1 Shanghai Real Estate Sales (Group) Co., Ltd. E-House Shanghai (“ Registered Address: Room 308, Building 1, No. 1376 Jiangdong] [INTERNET CHANNEL COOPERATION AGREEMENT Contract Number: 181015BD0120 Party A: Beijing Baidu Netcom Science and Technology Co., Ltd. Address: Baidu Building, 10 Shangdi 10 th Street, Haidian District, Beijing Contact: HOU Gang Telephone: 010-59927171 Fax: 010-59920021 Party B: China Online Housing (Hong Kong) Co., Ltd. Address: 8/F, Ideal International Plaza, 58 Beisihuan Xilu, Haidian District, Beijing Contact: Telephone: 010-58951000 Fax: 010-58951005] [FURTHER STRATEGIC COOPERATION AGREEMENT Agreement This Further Strategic Cooperation Agreement (this “ Leju Party A: Beijing Yisheng Leju Information Services Co., Ltd. (“ Legal representative: ZHU Xusheng Address: 806-810, Ideal International Plaza, 58 Beisihuan Xilu, Haidian District, Beijing Contact: WU Yuzhao E-mail: *** And Party B: Baidu Beijing Baidu Netcom Science and Technology Co., Ltd. (“ Legal representative: LIANG Zhixiang] [SUPPLEMENT TO FURTHER STRATEGIC COOPERATION AGREEMENT AND THE COOPERATION AGREEMENT ATTACHED THERETO This Agreement, dated October 2013, is made in Beijing by and between: Beijing Yisheng Leju Information Services Co., Ltd. Leju Party A: Legal representative: ZHU Xusheng Address: 806-810, Ideal International Plaza, 58 Beisihuan Xilu, Haidian District, Beijing Contact: WU Yuzhao E-mail: *** And Party B: Beijing Baidu Netcom] [List of Principal Subsidiaries and Consolidated Variable Interest Entities of Leju Holdings Limited Place of Incorporation Subsidiaries Branco Overseas Ltd British Virgin Islands E-House China (Tianjin) Holdings Ltd. British Virgin Islands E-House Property Consultancy Ltd. British Virgin Islands E-House International Property Consultancy Ltd. Hong Kong E-House City Rehouse Real Estate Broker (Shanghai) Co., Ltd. PRC China E-Real Estate Holdings Ltd.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We also consent to the reference to us under the headings “Experts” in such prospectus. Shanghai, China March 12, 2014 EX-23.1 42 a2218693zex-23_1.htm EX-23.1] [Jones Lang LaSalle Corporate Appraisal and Advisory Limited 6/F Three Pacific Place 1 Queen’s Road East Hong Kong Tel: +852 2846 5000 Fax:+852 2169 6001 www.joneslanglasalle.com 26 February, 2014 Leju Holdings Limited 15/F Shoudong International Plaza, No. 5 Building, Guanqu Home Dongcheng District, Beijing 100022 People’s Republic of China Leju Holdings Limited Re: Ladies and Gentlemen, We hereby consent to] [LEJU HOLDINGS LIMITED ( Adopted by the Board of Director s of Leju Holdings Limited on March 10 , 2014, e ffective u ) I. PURPOSE 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; · · ·] [FANGDA PARTNERS 上海 Shanghai ·北京 Beijing ·深圳 Shenzhen ·香港 Hong Kong http://www.fangdalaw.com 中国上海市南京西路 1266 号 电子邮件 E-mail: email@fangdalaw.com 恒隆广场一期 32 楼 电 话 Tel.: 86-21-2208-1166 邮政编码： 200040 传 真 Fax: 86-21-5298-5577 文 号 Ref.: 13CF542 32/F Plaza 66 Tower 1 1266 Nanjing West Road Shanghai 200040, PRC To: Leju Holdings Limited March 12, 2014] [BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON BEIJING BRUSSELS FRANKFURT LONDON MOSCOW MUNICH PARIS SÃO PAULO 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CENTRAL, HONG KONG TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com]

By | 2016-03-14T19:21:23+00:00 March 12th, 2014|Categories: Chinese Stocks, LEJU, Webplus ver|Tags: , , , , , |0 Comments
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