QUNR [Qunar Cayman Islands] F-1: CALCULATION OF REGISTRATION FEE Title of Each Class

[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) (2) Proposed Maximum Amount Of Class B Ordinary shares, par value US$0.001 per share (3) US$125,000,000 US$17,050 (1) (2) (3) American depositary shares issuable upon deposit of the Class B ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 to] [THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QUNAR CAYMAN ISLANDS LIMITED (adopted by a special resolution passed and effective on July 3, 2013) THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF QUNAR CAYMAN] [EXECUTION VERSION QUNAR CAYMAN ISLANDS LIMITED AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT among QUNAR CAYMAN ISLANDS LIMITED BAIDU HOLDINGS LIMITED and OTHER SHAREHOLDERS PARTY HERETO dated as of July 20, 2011 TABLE OF CONTENTS Page 1. Registration Rights 1 1.1 Definitions 1 1.2 Request for Registration 3 1.3 Company Registration 5 1.4 Form S-3 or F-3 Registration] [EXECUTION VERSION QUNAR CAYMAN ISLANDS LIMITED TRANSFER OF SHARES AGREEMENT Agreement Company Baidu Founder Founders Key Shareholders Deed of Adherence Minority Shareholders Shareholders Non-Founder Shareholders This Transfer of Shares Agreement (this “ RECITALS Ordinary Shares Purchase Agreement Ordinary Shares A. The Company and Baidu are parties to that certain Ordinary Shares Purchase Agreement dated as of June 24, 2011 (the] [EXECUTION VERSION QUNAR CAYMAN ISLANDS LIMITED AMENDED AND RESTATED VOTING AGREEMENT Agreement Company Baidu Key Shareholders Deed of Adherence Minority Shareholder Minority Shareholders Shareholders This Amended and Restated Voting Agreement (this “ RECITALS Ordinary Shares Purchase Agreement Ordinary Shares A. The Company and Baidu are parties to that certain Ordinary Shares Purchase Agreement dated as of June 24, 2011 (the] [EXECUTION VERSION ORDINARY SHARES PURCHASE AGREEMENT between QUNAR CAYMAN ISLANDS LIMITED and BAIDU HOLDINGS LIMITED dated as of June 24, 2011 TABLE OF CONTENTS Page 1. Purchase and Sale of Ordinary Shares 2 1.1 Sale and Issuance of Ordinary Shares 2 1.2 Closing; Delivery 2 1.3 Defined Terms Used in this Agreement 3 2.] [UNAR AYMAN SLANDS IMITED Q MENDED AND ESTATED HARE LAN A ADOPTED ON NOVEMBER 8, 2007 AMENDED ON JULY 30, 2010 AMENDED ON JUNE 22, 2011 AMENDED ON DECEMBER 29, 2011 AMENDED ON AUGUST 10, 2012 AMENDED ON SEPTEMBER 24, 2013 TABLE OF CONTENTS Page SECTION 1. Establishment And Purpose 1 SECTION 2. Administration 1 (a) Committees of the Board] [FORM OF INDEMNIFICATION AGREEMENT QUNAR CAYMAN ISLANDS LIMITED Agreement Company Indemnitee This Indemnification Agreement (this “ W I T N E S S E T H: WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or executive officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and] [EMPLOYMENT AGREEMENT Agreement Company Executive This Employment Agreement (the “ WHEREAS, the Company and Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below; NOW, THEREFORE, the parties hereby agree as follows: ARTICLE 1 MPLOYMENT UTIES ND ESPONSIBILITIES E . Employment. Section 1.01 .] [Restated Exclusive Technical Consulting and Services Agreement between Beijing Qu Na Information Technology Co., Ltd. and Beijing Qunar Software Technology Co., Ltd. October 10, 2012 TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 4 4. 4 5. CONFIDENTIALITY] [Restated Loan Agreement among Beijing Qunar Software Technology Co., Ltd. ZHANG Dongchen And ZHUANG Chenchao October 10, 2012 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2. LOANS 4 3. CONDITIONS PRECEDENT 6 4. 7] [Restated Equity Option Agreement Among Qunar Cayman Islands Limited Beijing Qunar Software Technology Co., Ltd. ZHANG Dongchen ZHUANG Chenchao And Beijing Qu Na Information Technology Co., Ltd. October 10, 2012 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2. PURCHASE AND SALE OF EQUITY INTEREST 5 3. UNDERTAKINGS 7 4.] [EQUITY INTEREST PLEDGE AGREEMENT among Beijing Qunar Software Technology Co., Ltd. and ZHUANG Chenchao and ZHANG Dongchen October 10, 2012 Agreement PRC This Equity Interest Pledge Agreement (this “ Pledgee: Beijing Qunar Software Technology Co., Ltd. Registered Address: Room 1701-1707, 1710-1720,17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing, China. Legal Representative: Tang Hesong Pledgors: Zhuang] [Dated: April 12, 2013 POWER OF ATTORNEY POA I, Zhuang Chenchao (ID card no. 310107197603264035) hereby irrevocably authorize any individual appointed, in writing, by Beijing Qunar Software Technology Co., Ltd. , who is approved by Qunar Cayman Islands Limited (Authorizee) to solely exercise , in the manner as approved by Qunar Cayman Islands Limited the following powers and rights during] [Supplementary Agreement to the Control Documents Agreement PRC This Supplementary Agreement to the Control Documents ( by and among (1) WFOE Beijing Qunar Software Technology Co., Ltd. ( (2) ( Beijing Qunar Beijing Qu Na Information Technology Co., Ltd. (3) Qunar Cayman Qunar Cayman Islands Limited, a Cayman Islands exempted company ( (4) Shareholder A Zhuang Chenchao, a PRC citizen,] [BUSINESS COOPERATION AGREEMENT Agreement Qunar Baidu BUSINESS COOPERATION AGREEMENT (this “ WITNESSETH: Ordinary Shares Purchase Agreement WHEREAS, Qunar and Baidu Holdings Limited, a wholly-owned subsidiary of Baidu, are parties to an Ordinary Shares Purchase Agreement dated as of June 24, 2011 (the “ NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Qunar Cayman Islands Limited, Limited, a company incorporated in the Cayman Islands (the “ (2) Purchaser Jaguarundi Partners, LLC, a limited liability company incorporated in the State of Delaware (the “ Party, Parties The Purchaser and the Company are sometimes herein referred to each as a “ W] [September 30, 2013 100 F Street, N.E. Commissioners, Very truly yours, PricewaterhouseCoopers Zhong Tian LLP (successor to PricewaterhouseCoopers Zhong Tian CPAs Limited Company) Beijing, the People’s Republic of China EX-16.1 18 d360161dex161.htm EX-16.1] [Place of Incorporation Subsidiaries Queen’s Road Investment Management Limited Hong Kong Beijing Qunar Software Technology Company Limited People’s Republic of China Shanghai Qianlima Network Technology Co. Ltd. People’s Republic of China Variable Interest Entity Beijing Qu Na Information Technology Company Limited People’s Republic of China Subsidiaries of Variable Interest Entity Beijing Jia Xin Hao Yuan Information Technology Company Ltd. People’s] [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 April 12, 2013, in the Registration Statement (Form F-1) and related Prospectus of Qunar Cayman Islands Limited for the registration of its ordinary shares. Beijing, People’s Republic of China September 30, 2013 EX-23.1] [QUNAR CAYMAN ISLANDS LIMITED Code of Business Conduct and Ethics Adopted August 27, 2013 Introduction Code This Code of Business Conduct and Ethics (the “ We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities, including, but not limited to,] [Qunar Cayman Islands Limited 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing 100080 The People’s Republic of China Dear Sirs/Madams: Re: Qunar Cayman Islands Limited PRC Company Registration Statement Offering ADSs Ordinary Shares Offered Securities We are qualified lawyers of the People’s Republic of China (the “ Opinion With respect to the Offering, you have]

By | 2016-03-30T17:02:24+00:00 September 30th, 2013|Categories: Chinese Stocks, QUNR, Webplus ver|Tags: , , , , , |0 Comments
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WUBA [58.com] F-1: FORM F-1 58.com Inc. Not Applicable Cayman Islands

[FORM F-1 58.com Inc. Not Applicable Cayman Islands 7370 Not Applicable (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer Block E, The North American International Business Center Law Debenture Corporate Services Inc. Copies to: Z. Julie Gao, Esq. th David Roberts, Esq. Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective] [THE COMPANIES LAW SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION 58.COM INC. (Adopted by special resolution of the shareholders passed on July 23, 2011) 1. The name of the Company is 58.com Inc. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman,] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF 58.COM INC. (Adopted by special resolution of the shareholders passed on September 26, 2013 ) 1. The name of the Company is 58.com Inc . 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket] [Incorporated in the Cayman Islands 58.com Inc. This is to certify that is / are the registered shareholders of: No. of Shares Type of Share Par Value Class A Ordinary USD 0.00001 Date of Record Certificate Number % Paid] [Dated July 6, 2011 The persons whose names and addresses are set out in Schedule 1 Part A and The corporations whose names and addresses are set out in Schedule 1 Parts B, C and D (Vendors) and 58.com Inc. (Purchaser) Share Exchange Agreement relating to China Classified Network Corporation This Share Exchange Agreement is made on the 6th day] [EXECUTION COPY AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED : August 4, 2011 (1). 58.COM INC. (2). CHINA CLASSIFIED NETWORK CORPORATION (3). CHINA CLASSIFIED INFORMATION CORPORATION LIMITED (4). BEIJING CHENGSHI WANGLIN INFORMATION TECHNOLOGY CO., LTD. (5). BEIJING 58 INFORMATION TECHNOLOGY CO., LTD. (6). SB ASIA INVESTMENT FUND II L.P. (7). DCM V, L.P. and DCM AFFILIATES FUND V, L.P. (8). WP] [EXECUTION COPY 58.COM INC. CHINA CLASSIFIED NETWORK CORPORATION CHINA CLASSIFIED INFORMATION CORPORATION LIMITED BEIJING CHENGSHI WANGLIN INFORMATION TECHNOLOGY CO., LTD. BEIJING 58 INFORMATION TECHNOLOGY CO., LTD. AND WP X ASIA ONLINE INVESTMENT HOLDINGS LIMITED SERIES B-1 PREFERENCE SHARE Dated July 23, 2011 Orrick, Herrington & Sutcliffe LLP 43rd Floor, Gloucester Tower 58.COM INC. SERIES B-1 PREFERENCE SHARE SUBSCRIPTION AGREEMENT THIS] [27 September 201 3 OUR REF: AC/al/#3795406v3 (M#87 87500 ) 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, 58.com Inc. (the “Company”) Commission or about 27 September 2013 Registration Statement Securities Act (the “ 000 Class A Ordinary Shares 1 each (the “] [27 September 2013 Matter No.:87 8500 Doc Ref: AC/al /# 3795412v3 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. (t he “Company”) We have acted as special legal counsel in the Cayman Islands to the Company in connection with a] [September 27, 2013 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: September 27 , 2013 (the “Registration Statement”). In rendering the opinion stated herein, we have examined and relied upon the following: (a) the Registration Statement.] [58.COM INC. EMPLOYEE STOCK OPTION PLAN (effective as of July 6, 2011 and as subsequently amended) WHEREAS WHEREAS , the Board has decided that an Employee Stock Option Plan (the “Plan”) shall be established. NOW THEREFORE , the details of the Plan are set forth as follows: 1. General Purpose of Plan; Definitions The name of this plan is the] [58.COM INC. 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the 58.com Inc. 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 shall include] [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/executive] [EMPLOYMENT AGREEMENT Agreement Company Executive Company 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] [Amended and Restated Exclusive Business Cooperation Agreement This Amended and Restated Exclusive Business Cooperation Agreement (th is “ Agreement ” ) is made and entered into by and between the following p arties on October 10 , 20 11 in Beijing, the People ’ s Republic of China ( “China” or the “PRC” ). Party A: Beijing Chengshi Wanglin Information] [Amended and Restated Equity Interest Pledge Agreement This Amended and Restated Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 28, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Chengshi Wanglin Information Technology Co., Ltd. (hereinafter “Pledgee”), a wholly foreign owned enterprise, organized and existing] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the following P arties as of the 28th day of June 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”) : Party A: Beijing Chengshi Wanglin Information Technology Co., Ltd. , a wholly foreign owned enterprise, organized] [Power of Attorney I, Jinbo Yao, a Chinese citizen with Chinese Identification Card No.: , and a holder of 37.8% of the entire registered capital in Beijing 58 Information Technology Co., Ltd. (“58.com”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Chengshi Wanglin Information Technology Co., Ltd. (“WFOE”) to exercise the following rights] [Loan Agreement This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of December 1, 2011 in Beijing, China: (1) Beijing Chengshi Wanglin Information Technology Co., Ltd. (“Lender”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at No.6 Building, Yi 108, Beiyuan Road, Chaoyang] [List of Principal Subsidiaries and Consolidated Affiliated Entities of 58.com Inc. 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 PRC] [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 July 30, 2013, except September 26 , 2013 , relating to the consolidated financial statements of 58.com Inc. which appears in such Registration Statement. We also consent to the reference to us under] [Consent Of iResearch Consulting Group August 1, 2013 58.com Inc. Ladies and Gentlemen: Registration Statement Company SEC SEC Filings iResearch Consulting Group hereby consents to references to its name in i) the registration statement on Form F-1 (together with any amendments thereto, the “ Report iResearch Consulting Group further consents to inclusion of information, data and statements from the report] [58.COM INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · SEC · · prompt internal reporting of] [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: (86 10) 8525 5500; FAX: (86 10) 8525 5511 / 8525 5522 September 27 , 2013 58.com Inc. To: Block E, the North American International Business Center Yi 108 Beiyuan Road,]

By | 2016-03-22T06:24:49+00:00 September 27th, 2013|Categories: Chinese Stocks, Webplus ver, WUBA|Tags: , , , , , |0 Comments
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WUBA [58.com] F-1: (Original Filing)

[FORM F-1 58.com Inc. Not Applicable Cayman Islands 7370 Not Applicable (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer Block E, The North American International Business Center Law Debenture Corporate Services Inc. Copies to: Z. Julie Gao, Esq. th David Roberts, Esq. Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective] [THE COMPANIES LAW SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION 58.COM INC. (Adopted by special resolution of the shareholders passed on July 23, 2011) 1. The name of the Company is 58.com Inc. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman,] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF 58.COM INC. (Adopted by special resolution of the shareholders passed on September 26, 2013 ) 1. The name of the Company is 58.com Inc . 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket] [Incorporated in the Cayman Islands 58.com Inc. This is to certify that is / are the registered shareholders of: No. of Shares Type of Share Par Value Class A Ordinary USD 0.00001 Date of Record Certificate Number % Paid] [Dated July 6, 2011 The persons whose names and addresses are set out in Schedule 1 Part A and The corporations whose names and addresses are set out in Schedule 1 Parts B, C and D (Vendors) and 58.com Inc. (Purchaser) Share Exchange Agreement relating to China Classified Network Corporation This Share Exchange Agreement is made on the 6th day] [EXECUTION COPY AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED : August 4, 2011 (1). 58.COM INC. (2). CHINA CLASSIFIED NETWORK CORPORATION (3). CHINA CLASSIFIED INFORMATION CORPORATION LIMITED (4). BEIJING CHENGSHI WANGLIN INFORMATION TECHNOLOGY CO., LTD. (5). BEIJING 58 INFORMATION TECHNOLOGY CO., LTD. (6). SB ASIA INVESTMENT FUND II L.P. (7). DCM V, L.P. and DCM AFFILIATES FUND V, L.P. (8). WP] [EXECUTION COPY 58.COM INC. CHINA CLASSIFIED NETWORK CORPORATION CHINA CLASSIFIED INFORMATION CORPORATION LIMITED BEIJING CHENGSHI WANGLIN INFORMATION TECHNOLOGY CO., LTD. BEIJING 58 INFORMATION TECHNOLOGY CO., LTD. AND WP X ASIA ONLINE INVESTMENT HOLDINGS LIMITED SERIES B-1 PREFERENCE SHARE Dated July 23, 2011 Orrick, Herrington & Sutcliffe LLP 43rd Floor, Gloucester Tower 58.COM INC. SERIES B-1 PREFERENCE SHARE SUBSCRIPTION AGREEMENT THIS] [27 September 201 3 OUR REF: AC/al/#3795406v3 (M#87 87500 ) 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, 58.com Inc. (the “Company”) Commission or about 27 September 2013 Registration Statement Securities Act (the “ 000 Class A Ordinary Shares 1 each (the “] [27 September 2013 Matter No.:87 8500 Doc Ref: AC/al /# 3795412v3 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. (t he “Company”) We have acted as special legal counsel in the Cayman Islands to the Company in connection with a] [September 27, 2013 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: September 27 , 2013 (the “Registration Statement”). In rendering the opinion stated herein, we have examined and relied upon the following: (a) the Registration Statement.] [58.COM INC. EMPLOYEE STOCK OPTION PLAN (effective as of July 6, 2011 and as subsequently amended) WHEREAS WHEREAS , the Board has decided that an Employee Stock Option Plan (the “Plan”) shall be established. NOW THEREFORE , the details of the Plan are set forth as follows: 1. General Purpose of Plan; Definitions The name of this plan is the] [58.COM INC. 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the 58.com Inc. 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 shall include] [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/executive] [EMPLOYMENT AGREEMENT Agreement Company Executive Company 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] [Amended and Restated Exclusive Business Cooperation Agreement This Amended and Restated Exclusive Business Cooperation Agreement (th is “ Agreement ” ) is made and entered into by and between the following p arties on October 10 , 20 11 in Beijing, the People ’ s Republic of China ( “China” or the “PRC” ). Party A: Beijing Chengshi Wanglin Information] [Amended and Restated Equity Interest Pledge Agreement This Amended and Restated Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 28, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Chengshi Wanglin Information Technology Co., Ltd. (hereinafter “Pledgee”), a wholly foreign owned enterprise, organized and existing] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the following P arties as of the 28th day of June 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”) : Party A: Beijing Chengshi Wanglin Information Technology Co., Ltd. , a wholly foreign owned enterprise, organized] [Power of Attorney I, Jinbo Yao, a Chinese citizen with Chinese Identification Card No.: , and a holder of 37.8% of the entire registered capital in Beijing 58 Information Technology Co., Ltd. (“58.com”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Chengshi Wanglin Information Technology Co., Ltd. (“WFOE”) to exercise the following rights] [Loan Agreement This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of December 1, 2011 in Beijing, China: (1) Beijing Chengshi Wanglin Information Technology Co., Ltd. (“Lender”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at No.6 Building, Yi 108, Beiyuan Road, Chaoyang] [List of Principal Subsidiaries and Consolidated Affiliated Entities of 58.com Inc. 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 PRC] [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 July 30, 2013, except September 26 , 2013 , relating to the consolidated financial statements of 58.com Inc. which appears in such Registration Statement. We also consent to the reference to us under] [Consent Of iResearch Consulting Group August 1, 2013 58.com Inc. Ladies and Gentlemen: Registration Statement Company SEC SEC Filings iResearch Consulting Group hereby consents to references to its name in i) the registration statement on Form F-1 (together with any amendments thereto, the “ Report iResearch Consulting Group further consents to inclusion of information, data and statements from the report] [58.COM INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · SEC · · prompt internal reporting of] [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: (86 10) 8525 5500; FAX: (86 10) 8525 5511 / 8525 5522 September 27 , 2013 58.com Inc. To: Block E, the North American International Business Center Yi 108 Beiyuan Road,]

By | 2016-03-22T06:23:33+00:00 September 27th, 2013|Categories: Chinese Stocks, SEC Original, WUBA|Tags: , , , , , |0 Comments
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LITB [LightInTheBox] F-1: (Original Filing)

[Form F-1 REGISTRATION STATEMENT LightInTheBox Holding Co., Ltd. Cayman Islands 5961 Not Applicable Building 2, Area D, Floor 1-2, Diantong Times Square Law Debenture Corporate Services Inc. Copies to: Leiming Chen, Esq. David T. Zhang, Esq. Approximate date of commencement of proposed sale to the public: o o o o CALCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LightInTheBox Holding Co., Ltd. (Adopted by Special Resolution passed on September 28, 2010) 1. The name of the Company is LightInTheBox Holding Co., Ltd.. 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations] [Certificate No. No. of shares Light In The Box Limited INCORPORATED UNDER THE COMPANIES ORDINANCE OF HONG KONG AUTHORIZED CAPITAL: HK$10,000.00 divided into 10,000 shares of HK$1.00 each. THIS IS TO CERTIFY H.K.$1.00 that of is the Registered Holder of fully paid Share(s) of GIVEN under the Common Seal of the said Company in Hong Kong, this day of 20] [EXECUTION SERIES A PREFERRED SHARE PURCHASE AGREEMENT “Agreement” THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the 1. “Company” Light In The Box Holding Co., Ltd., an exempted company organized under the laws of the Cayman Islands (the 2. (“Hong Kong”) “HK Subsidiary” Light In The Box Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of] [EXECUTION AMENDMENT TO SERIES A PREFERRED SHARE PURCHASE AGREEMENT “Amendment”) THIS AMENDMENT TO SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this 1. “Company”), Light In The Box Holding Co., Ltd., an exempted company organized under the laws of the Cayman Islands (the 2. (“Hong Kong”) “HK Subsidiary”), Light In The Box Limited, a company incorporated under the laws of Hong Kong] [Execution Copy SERIES B PREFERRED SHARE PURCHASE AGREEMENT “Agreement” THIS SERIES B PREFERRED SHARE PURCHASE AGREEMENT (this 1. “Company”) Light In The Box Holding Co., Ltd., an exempted company organized under the Laws of the Cayman Islands (the 2. (“Hong Kong”) “HK Subsidiary”) Light In The Box Limited, a company limited by shares incorporated under the Laws of Hong Kong] [Execution Copy SERIES C PREFERRED SHARE PURCHASE AGREEMENT Agreement ) THIS SERIES C PREFERRED SHARE PURCHASE AGREEMENT (this “ 1. Company Light In The Box Holding Co., Ltd., an exempted company organized under the Laws of the Cayman Islands (the “ 2. Hong Kong HK Subsidiary Light In The Box Limited, a company limited by shares incorporated under the Laws] [Executed Version LIGHINTHEBOX HOLDING CO., LTD. CONVERTIBLE NOTE PURCHASE AGREEMENT CONVERTIBLE NOTE PURCHASE AGREEMENT Agreement Company Investors Parties Party This RECITALS Principal Amount WHEREAS, on the terms and subject to the conditions set forth herein, each Investor desires to purchase from the Company, and the Company desires to sell to such Investor, a convertible note in the principal amount set] [Execution Copy SECOND AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT Agreement Effective Date Company Schedule I Founder Founders Founder Holding Entity Founder Holding Entities Schedule II Investor Investors Party Parties THIS SECOND AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT (this “ RECITALS A. Purchase Agreement The Investors have agreed to purchase from the Company, and the Company has agreed to sell to] [Execution Copy SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement ) Effective Date ), THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ 1. Company ), Light In The Box Holding Co., Ltd., an exempted company organized under the laws of the Cayman Islands (the “ 2. ( Hong Kong ) HK Subsidiary ), Light In The Box Limited, a company] [Execution Copy AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement Effective Date THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “ 1. Company LightInTheBox Holding Co., Ltd., an exempted company organized under the Laws of the Cayman Islands (the “ 2. Schedule A-1 Founder Founders Founder Holding Entity Founder Holding Entities each of] [Our ref DLK/665661-000001/4654772v9 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com LightInTheBox Holding Co., Ltd. No. 7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 People’s Republic of China 17 April 2013 Dear Sirs LightInTheBox Holding Co., Ltd. Company Registration Statement Commission Offering ADSs Shares We have acted as Cayman Islands legal advisers to LightInTheBox Holding Co., Ltd. (the “ 1 Documents] [SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, N.Y. 10017-3954 (212) 455-2000 FACSIMILE (212) 455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS April 17, 2013 LightInTheBox Holding Co., Ltd. Building 2, Area D, Floor 1-2, Diantong Times Square No. 7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen: We have examined the Registration Statement.] [April 17, 2013 LightInTheBox Holding Co., Ltd. Building 2, Area D, Floor 1-2, Diantong Times Square No. 7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion on PRC Tax Matters PRC We are lawyers qualified in the People’s Republic of China (the “ A. Documents Examined, Definition and Information Provided In] [L IGHTINTHEBOX H OLDING CO ., L TD AMENDED AND REINSTATED 20 08 SHARE INCENTIVE PLAN 1. Purposes of the Plan . The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 2. Definitions . The following definitions] [INDEMNIFICATION AGREEMENT RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation. 2. The Board of Directors of the Company] [LIGHTINTHEBOX HOLDING CO., LTD. FORM OF EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement, dated as of , 20 (this “Agreement”), is executed by and between LightInTheBox Holding Co., Ltd., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and (holding passport of with passport number of /PRC Identification Card No. )] [Exclusive Technical and Consulting Service Agreement Agreement Parties This Exclusive Technical and Consulting Service Agreement ( Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog ies Co., Ltd. Address: 35F (B, C), Fortune Building, Futian Central District, Shenzhen Whereas: 1) PRC] [Business Operation Agreement This Business Operation Agreement (Agreement), dated as of June 9, 2011, is made in Beijing by and among the following parties: Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F(D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog ies Co., Ltd. Address: 35F (B, C), Fortune Building,] [Equity Disposal Agreement Agreement Parties This Equity Disposal Agreement ( Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong & Technologies Co., Ltd. Address: 35F (B, C), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party C: Quji Guo Address:] [Share Pledge Agreement This Share Agreement Pledge Agreement ( e s: Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog ies Co., Ltd. Address: 35F (B, C), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party C: Quji Guo] [Power of Attorney or its designee to exercise all voting rights that he has as a shareholder of Shenzhen Lanting Huitong Technolog Company ies Co., Ltd. ( The aforesaid authorization may not be cancelled unless approved by the board of directors of Lanting Jishi Trade (Shenzhen) Co., Ltd. The proxy shall exercise the voting rights bestowed upon a shareholder in] [SPOUSAL CONSENT 配偶同意 函 I, Yang YU , am the lawful spouse of Liang ZHANG . I hereby acknowledge fully and consent unconditionally and irrevocably that a certain percentage of the equity interest in Shenzhen Lanting Huitong Technology Ltd. 本人，于阳，张良之合法配偶，在此充分认可且无条件地、不可撤销地同意：本人配偶所持有的并登记于其名下的深圳市兰亭汇通科技有限公司一定比例之股权，应将按照本人配偶于 2011 年 6 月 9 日签署的《股权处置协议》及《股份质押协议》项下之安排进行处分。 I further undertake not to take any action against the above arrangements, including making] [Exclusive Technical and Consulting Service Agreement Agreement Parties This Exclusive Technical and Consulting Service Agreement ( Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang Technologies Co., Ltd. Address: No. 106 Building, Lize Zhongyuan, Chaoyang District, Beijing Legal Representative: Ping Zhou Whereas:] [Business Operation Agreement Agreement This Business Operation Agreement ( Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang Technologies Co., Ltd. Address: No. 106 Building, Lize Zhongyuan, Chaoyang District, Beijing Legal Representative: Ping Zhou Party C: Shenzhen Lanting Huitong Technolog ies Co.,] [Equity Disposal Agreement Agreement Parties This Equity Disposal Agreement ( Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang Technologies Co., Ltd. Address: No. 106 Building, Lize Zhongyuan, Chaoyang District, Beijing Legal Representative: Ping Zhou Party C: Shenzhen Lanting Huitong Technologies Co.,] [Share Pledge Agreement This Share Agreement Pledge Agreement ( as of December 7, 2011, is made in Beijing by and among the following parti e s: Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang Technologies Co., Ltd. Address: No. 106 Building,] [Loan Agreement Agreement This Loan Agreement ( 2011 , is made in Beijing, the PRC People’s Republic of China (the the Hong Kong Special Administrative Region, the (Parties) Macao Special Administrative Region and Taiwan for the purpose of this Agreement), by and between the following parties Lanting Jishi Trade (Shenzhen) Co., Ltd. （ Lender the ） Registered Address: 35F (D,] [Power of Attorney Company The aforesaid authorization may not be cancelled unless approved by the board of directors of Lanting Jishi Trade (Shenzhen) Co., Ltd. The proxy shall exercise the voting rights bestowed upon a shareholder in respect of the Company dutifully and diligently and shall act as directed by the board of directors of Lanting Jishi Trade (Shenzhen) Co.,] [LightInTheBox Holding Co., Ltd. Growth in Revenue Attributed to Repeat Customers Year ended December 31, 2008 2009 2010 2011 2012 (In thousands of $, except for percentages) Revenue Attributed to Repeat Customers(1) n/a (5) 4,008 8,751 20,886 49,384] [Place of Incorporation Subsidiaries Light In The Box Limited Hong Kong Lanting Jishi Trade (Shenzhen) Co., Ltd. PRC Variable Interest Entities Shenzhen Lanting Huitong Technologies Co., Ltd. PRC Beijing Lanting Gaochuang Technologies Co., Ltd. PRC Subsidiary of Variable Interest Entity] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in the Registration Statement on Form F-1 of our report dated April 17, 2013 relating to the consolidated financial statements of LightInTheBox Holding Co., Ltd. and its subsidiaries, variable interest entities and variable interest entities’ subsidiaries and the financial statement schedule of LightInTheBox Holding Co., Ltd. for the] [Consent of iResearch Consulting Group May 14, 2012 LightInTheBox Holding Co., Ltd. 25F, Tower A, Ocean International Center, No. 56 East Fourth Ring Road, Chaoyang District, Beijing 100025 People’s Republic of China Ladies and Gentlemen: iResearch Consulting Group further consent to inclusion of information, data and statements from the report entitled “B2C Online Export Project” (the “Report”) in the Company’s] [CODE OF BUSINESS CONDUCT AND ETHICS OF LIGHTINTHEBOX HOLDING CO., LTD. INTRODUCTION LightInTheBox Holding Co., Ltd. Company Code and its subsidiaries (collectively the “ employees executive officers This Code applies to all of the directors, officers, employees and advisors of the Company, whether they work for the Company on a full-time, part-time, consultative, or temporary basis. We refer to these] [April 17, 2013 LightInTheBox Holding Co., Ltd. Building 2, Area D, Floor 1-2, Diantong Times Square No. 7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the People’s Republic of China (the “PRC”) and are qualified to issue opinions on PRC Laws (as defined in Section] [Amendment No. 6 REGISTRATION STATEMENT LightInTheBox Holding Co., Ltd. Cayman Islands 5961 Not Applicable 25F, Tower A, Ocean International Center, Law Debenture Corporate Services Inc. Copies to: Leiming Chen, Esq. David T. Zhang, Esq. Approximate date of commencement of proposed sale to the public: o o o o CALCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of Securities (3)]

By | 2016-03-01T20:10:55+00:00 April 17th, 2013|Categories: Chinese Stocks, LITB, SEC Original|Tags: , , , , , |0 Comments
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LITB [LightInTheBox] F-1: Form F-1 REGISTRATION STATEMENT LightInTheBox Holding Co., Ltd.

[Form F-1 REGISTRATION STATEMENT LightInTheBox Holding Co., Ltd. Cayman Islands 5961 Not Applicable Building 2, Area D, Floor 1-2, Diantong Times Square Law Debenture Corporate Services Inc. Copies to: Leiming Chen, Esq. David T. Zhang, Esq. Approximate date of commencement of proposed sale to the public: o o o o CALCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LightInTheBox Holding Co., Ltd. (Adopted by Special Resolution passed on September 28, 2010) 1. The name of the Company is LightInTheBox Holding Co., Ltd.. 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations] [Certificate No. No. of shares Light In The Box Limited INCORPORATED UNDER THE COMPANIES ORDINANCE OF HONG KONG AUTHORIZED CAPITAL: HK$10,000.00 divided into 10,000 shares of HK$1.00 each. THIS IS TO CERTIFY H.K.$1.00 that of is the Registered Holder of fully paid Share(s) of GIVEN under the Common Seal of the said Company in Hong Kong, this day of 20] [EXECUTION SERIES A PREFERRED SHARE PURCHASE AGREEMENT “Agreement” THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the 1. “Company” Light In The Box Holding Co., Ltd., an exempted company organized under the laws of the Cayman Islands (the 2. (“Hong Kong”) “HK Subsidiary” Light In The Box Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of] [EXECUTION AMENDMENT TO SERIES A PREFERRED SHARE PURCHASE AGREEMENT “Amendment”) THIS AMENDMENT TO SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this 1. “Company”), Light In The Box Holding Co., Ltd., an exempted company organized under the laws of the Cayman Islands (the 2. (“Hong Kong”) “HK Subsidiary”), Light In The Box Limited, a company incorporated under the laws of Hong Kong] [Execution Copy SERIES B PREFERRED SHARE PURCHASE AGREEMENT “Agreement” THIS SERIES B PREFERRED SHARE PURCHASE AGREEMENT (this 1. “Company”) Light In The Box Holding Co., Ltd., an exempted company organized under the Laws of the Cayman Islands (the 2. (“Hong Kong”) “HK Subsidiary”) Light In The Box Limited, a company limited by shares incorporated under the Laws of Hong Kong] [Execution Copy SERIES C PREFERRED SHARE PURCHASE AGREEMENT Agreement ) THIS SERIES C PREFERRED SHARE PURCHASE AGREEMENT (this “ 1. Company Light In The Box Holding Co., Ltd., an exempted company organized under the Laws of the Cayman Islands (the “ 2. Hong Kong HK Subsidiary Light In The Box Limited, a company limited by shares incorporated under the Laws] [Executed Version LIGHINTHEBOX HOLDING CO., LTD. CONVERTIBLE NOTE PURCHASE AGREEMENT CONVERTIBLE NOTE PURCHASE AGREEMENT Agreement Company Investors Parties Party This RECITALS Principal Amount WHEREAS, on the terms and subject to the conditions set forth herein, each Investor desires to purchase from the Company, and the Company desires to sell to such Investor, a convertible note in the principal amount set] [Execution Copy SECOND AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT Agreement Effective Date Company Schedule I Founder Founders Founder Holding Entity Founder Holding Entities Schedule II Investor Investors Party Parties THIS SECOND AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT (this “ RECITALS A. Purchase Agreement The Investors have agreed to purchase from the Company, and the Company has agreed to sell to] [Execution Copy SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement ) Effective Date ), THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ 1. Company ), Light In The Box Holding Co., Ltd., an exempted company organized under the laws of the Cayman Islands (the “ 2. ( Hong Kong ) HK Subsidiary ), Light In The Box Limited, a company] [Execution Copy AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement Effective Date THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “ 1. Company LightInTheBox Holding Co., Ltd., an exempted company organized under the Laws of the Cayman Islands (the “ 2. Schedule A-1 Founder Founders Founder Holding Entity Founder Holding Entities each of] [Our ref DLK/665661-000001/4654772v9 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com LightInTheBox Holding Co., Ltd. No. 7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 People’s Republic of China 17 April 2013 Dear Sirs LightInTheBox Holding Co., Ltd. Company Registration Statement Commission Offering ADSs Shares We have acted as Cayman Islands legal advisers to LightInTheBox Holding Co., Ltd. (the “ 1 Documents] [SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, N.Y. 10017-3954 (212) 455-2000 FACSIMILE (212) 455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS April 17, 2013 LightInTheBox Holding Co., Ltd. Building 2, Area D, Floor 1-2, Diantong Times Square No. 7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen: We have examined the Registration Statement.] [April 17, 2013 LightInTheBox Holding Co., Ltd. Building 2, Area D, Floor 1-2, Diantong Times Square No. 7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion on PRC Tax Matters PRC We are lawyers qualified in the People’s Republic of China (the “ A. Documents Examined, Definition and Information Provided In] [L IGHTINTHEBOX H OLDING CO ., L TD AMENDED AND REINSTATED 20 08 SHARE INCENTIVE PLAN 1. Purposes of the Plan . The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 2. Definitions . The following definitions] [INDEMNIFICATION AGREEMENT RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation. 2. The Board of Directors of the Company] [LIGHTINTHEBOX HOLDING CO., LTD. FORM OF EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement, dated as of , 20 (this “Agreement”), is executed by and between LightInTheBox Holding Co., Ltd., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and (holding passport of with passport number of /PRC Identification Card No. )] [Exclusive Technical and Consulting Service Agreement Agreement Parties This Exclusive Technical and Consulting Service Agreement ( Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog ies Co., Ltd. Address: 35F (B, C), Fortune Building, Futian Central District, Shenzhen Whereas: 1) PRC] [Business Operation Agreement This Business Operation Agreement (Agreement), dated as of June 9, 2011, is made in Beijing by and among the following parties: Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F(D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog ies Co., Ltd. Address: 35F (B, C), Fortune Building,] [Equity Disposal Agreement Agreement Parties This Equity Disposal Agreement ( Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong & Technologies Co., Ltd. Address: 35F (B, C), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party C: Quji Guo Address:] [Share Pledge Agreement This Share Agreement Pledge Agreement ( e s: Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog ies Co., Ltd. Address: 35F (B, C), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party C: Quji Guo] [Power of Attorney or its designee to exercise all voting rights that he has as a shareholder of Shenzhen Lanting Huitong Technolog Company ies Co., Ltd. ( The aforesaid authorization may not be cancelled unless approved by the board of directors of Lanting Jishi Trade (Shenzhen) Co., Ltd. The proxy shall exercise the voting rights bestowed upon a shareholder in] [SPOUSAL CONSENT 配偶同意 函 I, Yang YU , am the lawful spouse of Liang ZHANG . I hereby acknowledge fully and consent unconditionally and irrevocably that a certain percentage of the equity interest in Shenzhen Lanting Huitong Technology Ltd. 本人，于阳，张良之合法配偶，在此充分认可且无条件地、不可撤销地同意：本人配偶所持有的并登记于其名下的深圳市兰亭汇通科技有限公司一定比例之股权，应将按照本人配偶于 2011 年 6 月 9 日签署的《股权处置协议》及《股份质押协议》项下之安排进行处分。 I further undertake not to take any action against the above arrangements, including making] [Exclusive Technical and Consulting Service Agreement Agreement Parties This Exclusive Technical and Consulting Service Agreement ( Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang Technologies Co., Ltd. Address: No. 106 Building, Lize Zhongyuan, Chaoyang District, Beijing Legal Representative: Ping Zhou Whereas:] [Business Operation Agreement Agreement This Business Operation Agreement ( Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang Technologies Co., Ltd. Address: No. 106 Building, Lize Zhongyuan, Chaoyang District, Beijing Legal Representative: Ping Zhou Party C: Shenzhen Lanting Huitong Technolog ies Co.,] [Equity Disposal Agreement Agreement Parties This Equity Disposal Agreement ( Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang Technologies Co., Ltd. Address: No. 106 Building, Lize Zhongyuan, Chaoyang District, Beijing Legal Representative: Ping Zhou Party C: Shenzhen Lanting Huitong Technologies Co.,] [Share Pledge Agreement This Share Agreement Pledge Agreement ( as of December 7, 2011, is made in Beijing by and among the following parti e s: Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang Technologies Co., Ltd. Address: No. 106 Building,] [Loan Agreement Agreement This Loan Agreement ( 2011 , is made in Beijing, the PRC People’s Republic of China (the the Hong Kong Special Administrative Region, the (Parties) Macao Special Administrative Region and Taiwan for the purpose of this Agreement), by and between the following parties Lanting Jishi Trade (Shenzhen) Co., Ltd. （ Lender the ） Registered Address: 35F (D,] [Power of Attorney Company The aforesaid authorization may not be cancelled unless approved by the board of directors of Lanting Jishi Trade (Shenzhen) Co., Ltd. The proxy shall exercise the voting rights bestowed upon a shareholder in respect of the Company dutifully and diligently and shall act as directed by the board of directors of Lanting Jishi Trade (Shenzhen) Co.,] [LightInTheBox Holding Co., Ltd. Growth in Revenue Attributed to Repeat Customers Year ended December 31, 2008 2009 2010 2011 2012 (In thousands of $, except for percentages) Revenue Attributed to Repeat Customers(1) n/a (5) 4,008 8,751 20,886 49,384] [Place of Incorporation Subsidiaries Light In The Box Limited Hong Kong Lanting Jishi Trade (Shenzhen) Co., Ltd. PRC Variable Interest Entities Shenzhen Lanting Huitong Technologies Co., Ltd. PRC Beijing Lanting Gaochuang Technologies Co., Ltd. PRC Subsidiary of Variable Interest Entity] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in the Registration Statement on Form F-1 of our report dated April 17, 2013 relating to the consolidated financial statements of LightInTheBox Holding Co., Ltd. and its subsidiaries, variable interest entities and variable interest entities’ subsidiaries and the financial statement schedule of LightInTheBox Holding Co., Ltd. for the] [Consent of iResearch Consulting Group May 14, 2012 LightInTheBox Holding Co., Ltd. 25F, Tower A, Ocean International Center, No. 56 East Fourth Ring Road, Chaoyang District, Beijing 100025 People’s Republic of China Ladies and Gentlemen: iResearch Consulting Group further consent to inclusion of information, data and statements from the report entitled “B2C Online Export Project” (the “Report”) in the Company’s] [CODE OF BUSINESS CONDUCT AND ETHICS OF LIGHTINTHEBOX HOLDING CO., LTD. INTRODUCTION LightInTheBox Holding Co., Ltd. Company Code and its subsidiaries (collectively the “ employees executive officers This Code applies to all of the directors, officers, employees and advisors of the Company, whether they work for the Company on a full-time, part-time, consultative, or temporary basis. We refer to these] [April 17, 2013 LightInTheBox Holding Co., Ltd. Building 2, Area D, Floor 1-2, Diantong Times Square No. 7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the People’s Republic of China (the “PRC”) and are qualified to issue opinions on PRC Laws (as defined in Section] [Amendment No. 6 REGISTRATION STATEMENT LightInTheBox Holding Co., Ltd. Cayman Islands 5961 Not Applicable 25F, Tower A, Ocean International Center, Law Debenture Corporate Services Inc. Copies to: Leiming Chen, Esq. David T. Zhang, Esq. Approximate date of commencement of proposed sale to the public: o o o o CALCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of Securities (3)]

By | 2016-03-01T20:11:32+00:00 April 17th, 2013|Categories: Chinese Stocks, LITB, Webplus ver|Tags: , , , , , |0 Comments
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LITB [LightInTheBox] F-1: (Original Filing)

[FormF-1 REGISTRATION STATEMENT LightInTheBoxCo.,Ltd.yman Islands 5961 Not Applicable Building 2, Area D, Floor 1-2, Diantong Times Square Law Debenturerporate ServicesInc.pies to: Leiming Chen, Esq.vidT. Zhang, Esq. Approximatete ofmmencement of proposedle to the public: o o o oLCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of Securities] [THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF LightInTheBoxLtd. (Adopted byecial Resolution passed on September28, 2010) 1. The name of thempany is LightInTheBoxLtd.. 2. The Registered Office of thempany shall be at the offices of Offshoreorporations (Cayman) Limited,otia Centre, 4th Floor, P.O.Box 2804, George Town, Grandyman1-1112,yman] [Certificate No. No. of shares Light In The Box LimitedORPORATED UNDER THEMPANIES ORDINANCE OF HONG KONG AUTHORIZEDPITAL: HK$10,000.00 divided into 10,000 shares of HK$1.00 each. GIVEN under themmon Seal of theidmpany in Hong Kong, thisy of 20. Themmon Seal of thempany is hereunto affixed in the presence of:] [EXECUTION SERIES A PREFERRED SHARE PURCHASEREEMENTreement THIS SERIES A PREFERRED SHARE PURCHASEREEMENT (the 1.mpany Light In The BoxLtd., an exemptedmpany organized under the laws of theyman Islands (the 2. (Hong Kong) HK Subsidiary Light In The Box Limited, ampanyorporated under the laws of Hong Kongecialministrative Region of the Peoples Republic of China] [EXECUTION AMENDMENT TO SERIES A PREFERRED SHARE PURCHASEREEMENT Amendment) THIS AMENDMENT TO SERIES A PREFERRED SHARE PURCHASEREEMENT (this 1.mpany), Light In The BoxLtd., an exemptedmpany organized under the laws of theyman Islands (the 2. (Hong Kong) HK Subsidiary), Light In The Box Limited, ampanyorporated under the laws of Hong Kongecialministrative Region of the Peoples Republic] [Executionpy SERIES B PREFERRED SHARE PURCHASEREEMENTreement THIS SERIES B PREFERRED SHARE PURCHASEREEMENT (this 1.mpany) Light In The BoxLtd., an exemptedmpany organized under the Laws of theyman Islands (the 2. (Hong Kong) HK Subsidiary) Light In The Box Limited, ampany limited by sharesorporated under the Laws of Hong Kongecialministrative Region of the Peoples Republic of China] [Executionpy SERIES C PREFERRED SHARE PURCHASEREEMENTreement ) THIS SERIES C PREFERRED SHARE PURCHASEREEMENT (this 1.mpany Light In The BoxLtd., an exemptedmpany organized under the Laws of theyman Islands (the 2. Hong Kong HK Subsidiary Light In The Box Limited, ampany limited by sharesorporated under the Laws of Hong Kongecialministrative Region of the Peoples Republic of] [Executed Version LIGHINTHEBOXLTD.NVERTIBLE NOTE PURCHASEREEMENTNVERTIBLE NOTE PURCHASEREEMENTreementmpany Investors Parties Party This RECITALS Principal Amount WHEREAS, on the terms and subject to thenditions set forth herein, each Investor desires to purchase from thempany, and thempany desires to sell to such Investor, anvertible note in the principal amount set forthainst such Investors name inhedule I hereto (the] [Executionpy SECOND AMENDED AND RESTATED RESTRICTED SHAREREEMENT RECITALS A. Purchasereement The Investors havereed to purchase from thempany, and thempany hasreed to sell to the Investors, certain SeriesC Preferred Shares of thempany on the terms andnditions set forth in the SeriesC Preferred Share Purchasereementted of thete hereof by and among thempany, the Founders, the Founder Entities,] [Executionpy SECOND AMENDED AND RESTATED SHAREHOLDERSREEMENTreement ) Effectivete ), THIS SECOND AMENDED AND RESTATED SHAREHOLDERSREEMENT (this 1.mpany ), Light In The BoxLtd., an exemptedmpany organized under the laws of theyman Islands (the 2. ( Hong Kong ) HK Subsidiary ), Light In The Box Limited, ampanyorporated under the Laws of Hong Kongecialministrative Region of the] [Executionpy AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND-SALEREEMENTreement Effectivete THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND-SALEREEMENT (this 1.mpany LightInTheBoxLtd., an exemptedmpany organized under the Laws of theyman Islands (the 2.hedule A-1 Founder Founders Founder Entity] [Our ref DLK/665661-000001/4654772v9 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com LightInTheBoxLtd. No.7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 Peoples Republic of China 17 April2013 Dear Sirs LightInTheBoxLtd.mpany Registration Statementmmission OfferingSs Shares We have actedyman Islands legalvisers to LightInTheBoxLtd. (the] [SIMPSON THACHER& BARTLETT 425 LEXINGTON AVENUE NEW YORK, N.Y. 10017-3954 (212) 455-2000 FACSIMILE (212) 455-2502 DIRECT DIAL NUMBER E-MAILDRESS April17, 2013 LightInTheBoxLtd. Building 2, Area D, Floor 1-2, Diantong Times Square No.7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 Peoples Republic of China Ladies and Gentlemen: We have examined the Registration Statement. Indition, we have] [April 17, 2013 LightInTheBoxLtd. Building 2, Area D, Floor 1-2, Diantong Times Square No.7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 Peoples Republic of China Ladies and Gentlemen, Re:Legal Opinion on Tax Matters We are lawyers qualified in the Peoples Republic of China (the A. Documents Examined, Definition and Information Provided] [L IGHTINTHEBOX H OLDING ., L AMENDED AND REINSTATED 20 08 SHAREENTIVE PLAN 1. Purposes of the Plan . The purposes of this Plan are to attract and retain the best available personnel, to provideditionalentives to Employees, Directors andnsultants and to promote the success of thempanys business.] [INDEMNIFICATIONREEMENT RECITALS 1. Thempany recognizes that highlympetent persons are becoming more reluctant to serverporations directors or in otherpacities unless they are provided withequate protection through insurance orequate indemnificationainst risks of claims and actionsainst them arising out of their services to therporation.] [LIGHTINTHEBOXLTD. FORMOF EXECUTIVE EMPLOYMENTREEMENT RECITALS Thempany desires to employ the Executive, and the Executiverees to be employed by thempany, and act NOW, THEREFORE, the parties heretoree follows: 1. TERM OF EMPLOY MENT 2. POSITION, DUTIES AND RESPONSIBILITIES ownership of the 50% or more voting power of such entity, or (] [Exclusive Technical andnsulting Servicereementreement Parties This Exclusive Technical andnsulting Servicereement ( Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog iesLtd.dress: 35F (B, C), Fortune Building, Futian Central District, Shenzhen] [Business Operationreement This Business Operationreement (Agreement),ted of June 9, 2011, is made in Beijing by and among the following parties: Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F(D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog ies] [Equity Disposalreementreement Parties This Equity Disposalreement ( Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong& TechnologiesLtd.dress: 35F (B, C), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen] [Share Pledgereement This Sharereement Pledgereement ( e s: Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog iesLtd.dress: 35F (B, C), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen] [Power of Attorney or its designee to exercisel voting rights that he has a shareholder of Shenzhen Lanting Huitong Technologmpany iesLtd. ( The aforesaid authorization may not bencelled unless approved by the board of directors of Lanting Jishi Trade (Shenzhen)Ltd. The proxy shall exercise the voting rights bestowed upon a shareholder in respect of thempany] [SPOUSALNSENT I further undertake not to take any actionainst theove arrangements,luding making any claim that such equity interestnstitutes my property ormmunity property between myself and myouse or any relevant rights or interests innnection with such equity interest. / Yang YU /OUSALNSENT] [Exclusive Technical andnsulting Servicereementreement Parties This Exclusive Technical andnsulting Servicereement ( Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang TechnologiesLtd.dress: No.106 Building, Lize Zhongyuan, Chaoyang District, Beijing] [Business Operationreementreement This Business Operationreement ( Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang TechnologiesLtd.dress: No.106 Building, Lize Zhongyuan, Chaoyang District, Beijing Legal Representative: Ping Zhou Party C:] [Equity Disposalreementreement Parties This Equity Disposalreement ( Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang TechnologiesLtd.dress: No.106 Building, Lize Zhongyuan, Chaoyang District, Beijing Legal Representative: Ping Zhou Party C: Shenzhen Lanting Huitong TechnologiesLtd.] [Share Pledgereement This Sharereement Pledgereement ( of December7, 2011, is made in Beijing by and among the following parti e s: Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang TechnologiesLtd.] [Loanreementreement This Loanreement ( 2011 , is made in Beijing, the Peoples Republic of China (the the Hong Kongecialministrative Region, the (Parties) Macaoecialministrative Region and Taiwan for the purpose of thisreement), by and between the following parties Lanting Jishi Trade (Shenzhen)Ltd.] [Power of Attorneympany The aforesaid authorization may not bencelled unless approved by the board of directors of Lanting Jishi Trade (Shenzhen) The proxy shall exercise the voting rights bestowed upon a shareholder in respect of thempany dutifully and diligently and shall act directed by the board of directors of Lanting Jishi Trade (Shenzhen)] [LightInTheBoxLtd. Growth in Revenue Attributed to Repeat Customers Year ended December31, 2008 2009 2010 2011 2012 (Inthousandsof$,exceptforpercentages) Revenue Attributed to Repeat Customers(1) n/a (5) 4,008 8,751 20,886 49,384 Revenues Attributed to New Customers(2) n/a (5) 22,043 49,943 95,344 150,626 Total Net Revenues 6,256 26,051 58,694 116,230 200,010rease in Revenue Attributed to Repeat Customers (3)] [PlaceofIncorporation Subsidiaries Light In The Box Limited Hong Kong Lanting Jishi Trade (Shenzhen)Ltd. Variable Interest Entities Shenzhen Lanting Huitong TechnologiesLtd. Beijing Lanting Gaochuang TechnologiesLtd. Subsidiary of Variable Interest Entity Shanghai Ouku Network Technologies EX-21.1 a2212754zex-21_1.htm 31 EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in the Registration Statement on FormF-1 of our reportted April17, 2013 relating to thensolidated financial statements of LightInTheBoxLtd. and its subsidiaries, variable interest entities and variable interest entities subsidiaries and the financial statementhedule of LightInTheBoxLtd. for the years ended December31, 2010, 2011 and 2012,] [Consent of iResearchnsulting May 14, 2012 LightInTheBox 25F, Tower A, Ocean International Center, No. 56 East Fourth Ring Road, Chaoyang District, Beijing 100025 Peoples Republic of China Ladies and Gentlemen: iResearchnsulting furthernsent tolusion of information,ta and statements from the report entitled B2C Online Export Project (the Report) in thempanys Registration Statement and the SEC Filings,] [CODE OF BUSINESSNDUCT AND ETHICS OF LIGHTINTHEBOX INTRODUCTION LightInTheBoxmpanyde and its subsidiaries (collectively the employees executive officers Thisde applies tol of the directors, officers, employees andvisors of thempany, whether they work for thempany on a full-time, part-time,nsultative, or temporary basis. We refer to these persons our] [April 17, 2013 LightInTheBoxLtd. Building 2, Area D, Floor 1-2, Diantong Times Square No.7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 Peoples Republic of China Ladies and Gentlemen, Re:Legal Opinion We are lawyers qualified in the Peoples Republic of China (the) and are qualified to issue opinions on Laws (as defined in SectionI). For the] [Amendment No.6 REGISTRATION STATEMENT LightInTheBoxCo.,Ltd.yman Islands 5961 Not Applicable 25F, Tower A, Ocean International Center, Law Debenturerporate ServicesInc.pies to: Leiming Chen, Esq.vidT. Zhang, Esq. Approximatete ofmmencement of proposedle to the public: o o o oLCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of Securities]

By | 2016-02-05T23:38:29+00:00 April 17th, 2013|Categories: Chinese Stocks, LITB, SEC Original|Tags: , , , , , |0 Comments
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LITB [LightInTheBox] F-1: FormF-1 REGISTRATION STATEMENT LightInTheBoxCo.,Ltd.yman Islands 5961 Not Applicable

[FormF-1 REGISTRATION STATEMENT LightInTheBoxCo.,Ltd.yman Islands 5961 Not Applicable Building 2, Area D, Floor 1-2, Diantong Times Square Law Debenturerporate ServicesInc.pies to: Leiming Chen, Esq.vidT. Zhang, Esq. Approximatete ofmmencement of proposedle to the public: o o o oLCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of Securities] [THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF LightInTheBoxLtd. (Adopted byecial Resolution passed on September28, 2010) 1. The name of thempany is LightInTheBoxLtd.. 2. The Registered Office of thempany shall be at the offices of Offshoreorporations (Cayman) Limited,otia Centre, 4th Floor, P.O.Box 2804, George Town, Grandyman1-1112,yman] [Certificate No. No. of shares Light In The Box LimitedORPORATED UNDER THEMPANIES ORDINANCE OF HONG KONG AUTHORIZEDPITAL: HK$10,000.00 divided into 10,000 shares of HK$1.00 each. GIVEN under themmon Seal of theidmpany in Hong Kong, thisy of 20. Themmon Seal of thempany is hereunto affixed in the presence of:] [EXECUTION SERIES A PREFERRED SHARE PURCHASEREEMENTreement THIS SERIES A PREFERRED SHARE PURCHASEREEMENT (the 1.mpany Light In The BoxLtd., an exemptedmpany organized under the laws of theyman Islands (the 2. (Hong Kong) HK Subsidiary Light In The Box Limited, ampanyorporated under the laws of Hong Kongecialministrative Region of the Peoples Republic of China] [EXECUTION AMENDMENT TO SERIES A PREFERRED SHARE PURCHASEREEMENT Amendment) THIS AMENDMENT TO SERIES A PREFERRED SHARE PURCHASEREEMENT (this 1.mpany), Light In The BoxLtd., an exemptedmpany organized under the laws of theyman Islands (the 2. (Hong Kong) HK Subsidiary), Light In The Box Limited, ampanyorporated under the laws of Hong Kongecialministrative Region of the Peoples Republic] [Executionpy SERIES B PREFERRED SHARE PURCHASEREEMENTreement THIS SERIES B PREFERRED SHARE PURCHASEREEMENT (this 1.mpany) Light In The BoxLtd., an exemptedmpany organized under the Laws of theyman Islands (the 2. (Hong Kong) HK Subsidiary) Light In The Box Limited, ampany limited by sharesorporated under the Laws of Hong Kongecialministrative Region of the Peoples Republic of China] [Executionpy SERIES C PREFERRED SHARE PURCHASEREEMENTreement ) THIS SERIES C PREFERRED SHARE PURCHASEREEMENT (this 1.mpany Light In The BoxLtd., an exemptedmpany organized under the Laws of theyman Islands (the 2. Hong Kong HK Subsidiary Light In The Box Limited, ampany limited by sharesorporated under the Laws of Hong Kongecialministrative Region of the Peoples Republic of] [Executed Version LIGHINTHEBOXLTD.NVERTIBLE NOTE PURCHASEREEMENTNVERTIBLE NOTE PURCHASEREEMENTreementmpany Investors Parties Party This RECITALS Principal Amount WHEREAS, on the terms and subject to thenditions set forth herein, each Investor desires to purchase from thempany, and thempany desires to sell to such Investor, anvertible note in the principal amount set forthainst such Investors name inhedule I hereto (the] [Executionpy SECOND AMENDED AND RESTATED RESTRICTED SHAREREEMENT RECITALS A. Purchasereement The Investors havereed to purchase from thempany, and thempany hasreed to sell to the Investors, certain SeriesC Preferred Shares of thempany on the terms andnditions set forth in the SeriesC Preferred Share Purchasereementted of thete hereof by and among thempany, the Founders, the Founder Entities,] [Executionpy SECOND AMENDED AND RESTATED SHAREHOLDERSREEMENTreement ) Effectivete ), THIS SECOND AMENDED AND RESTATED SHAREHOLDERSREEMENT (this 1.mpany ), Light In The BoxLtd., an exemptedmpany organized under the laws of theyman Islands (the 2. ( Hong Kong ) HK Subsidiary ), Light In The Box Limited, ampanyorporated under the Laws of Hong Kongecialministrative Region of the] [Executionpy AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND-SALEREEMENTreement Effectivete THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND-SALEREEMENT (this 1.mpany LightInTheBoxLtd., an exemptedmpany organized under the Laws of theyman Islands (the 2.hedule A-1 Founder Founders Founder Entity] [Our ref DLK/665661-000001/4654772v9 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com LightInTheBoxLtd. No.7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 Peoples Republic of China 17 April2013 Dear Sirs LightInTheBoxLtd.mpany Registration Statementmmission OfferingSs Shares We have actedyman Islands legalvisers to LightInTheBoxLtd. (the] [SIMPSON THACHER& BARTLETT 425 LEXINGTON AVENUE NEW YORK, N.Y. 10017-3954 (212) 455-2000 FACSIMILE (212) 455-2502 DIRECT DIAL NUMBER E-MAILDRESS April17, 2013 LightInTheBoxLtd. Building 2, Area D, Floor 1-2, Diantong Times Square No.7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 Peoples Republic of China Ladies and Gentlemen: We have examined the Registration Statement. Indition, we have] [April 17, 2013 LightInTheBoxLtd. Building 2, Area D, Floor 1-2, Diantong Times Square No.7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 Peoples Republic of China Ladies and Gentlemen, Re:Legal Opinion on Tax Matters We are lawyers qualified in the Peoples Republic of China (the A. Documents Examined, Definition and Information Provided] [L IGHTINTHEBOX H OLDING ., L AMENDED AND REINSTATED 20 08 SHAREENTIVE PLAN 1. Purposes of the Plan . The purposes of this Plan are to attract and retain the best available personnel, to provideditionalentives to Employees, Directors andnsultants and to promote the success of thempanys business.] [INDEMNIFICATIONREEMENT RECITALS 1. Thempany recognizes that highlympetent persons are becoming more reluctant to serverporations directors or in otherpacities unless they are provided withequate protection through insurance orequate indemnificationainst risks of claims and actionsainst them arising out of their services to therporation.] [LIGHTINTHEBOXLTD. FORMOF EXECUTIVE EMPLOYMENTREEMENT RECITALS Thempany desires to employ the Executive, and the Executiverees to be employed by thempany, and act NOW, THEREFORE, the parties heretoree follows: 1. TERM OF EMPLOY MENT 2. POSITION, DUTIES AND RESPONSIBILITIES ownership of the 50% or more voting power of such entity, or (] [Exclusive Technical andnsulting Servicereementreement Parties This Exclusive Technical andnsulting Servicereement ( Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog iesLtd.dress: 35F (B, C), Fortune Building, Futian Central District, Shenzhen] [Business Operationreement This Business Operationreement (Agreement),ted of June 9, 2011, is made in Beijing by and among the following parties: Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F(D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog ies] [Equity Disposalreementreement Parties This Equity Disposalreement ( Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong& TechnologiesLtd.dress: 35F (B, C), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen] [Share Pledgereement This Sharereement Pledgereement ( e s: Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog iesLtd.dress: 35F (B, C), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen] [Power of Attorney or its designee to exercisel voting rights that he has a shareholder of Shenzhen Lanting Huitong Technologmpany iesLtd. ( The aforesaid authorization may not bencelled unless approved by the board of directors of Lanting Jishi Trade (Shenzhen)Ltd. The proxy shall exercise the voting rights bestowed upon a shareholder in respect of thempany] [SPOUSALNSENT I further undertake not to take any actionainst theove arrangements,luding making any claim that such equity interestnstitutes my property ormmunity property between myself and myouse or any relevant rights or interests innnection with such equity interest. / Yang YU /OUSALNSENT] [Exclusive Technical andnsulting Servicereementreement Parties This Exclusive Technical andnsulting Servicereement ( Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang TechnologiesLtd.dress: No.106 Building, Lize Zhongyuan, Chaoyang District, Beijing] [Business Operationreementreement This Business Operationreement ( Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang TechnologiesLtd.dress: No.106 Building, Lize Zhongyuan, Chaoyang District, Beijing Legal Representative: Ping Zhou Party C:] [Equity Disposalreementreement Parties This Equity Disposalreement ( Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang TechnologiesLtd.dress: No.106 Building, Lize Zhongyuan, Chaoyang District, Beijing Legal Representative: Ping Zhou Party C: Shenzhen Lanting Huitong TechnologiesLtd.] [Share Pledgereement This Sharereement Pledgereement ( of December7, 2011, is made in Beijing by and among the following parti e s: Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang TechnologiesLtd.] [Loanreementreement This Loanreement ( 2011 , is made in Beijing, the Peoples Republic of China (the the Hong Kongecialministrative Region, the (Parties) Macaoecialministrative Region and Taiwan for the purpose of thisreement), by and between the following parties Lanting Jishi Trade (Shenzhen)Ltd.] [Power of Attorneympany The aforesaid authorization may not bencelled unless approved by the board of directors of Lanting Jishi Trade (Shenzhen) The proxy shall exercise the voting rights bestowed upon a shareholder in respect of thempany dutifully and diligently and shall act directed by the board of directors of Lanting Jishi Trade (Shenzhen)] [LightInTheBoxLtd. Growth in Revenue Attributed to Repeat Customers Year ended December31, 2008 2009 2010 2011 2012 (Inthousandsof$,exceptforpercentages) Revenue Attributed to Repeat Customers(1) n/a (5) 4,008 8,751 20,886 49,384 Revenues Attributed to New Customers(2) n/a (5) 22,043 49,943 95,344 150,626 Total Net Revenues 6,256 26,051 58,694 116,230 200,010rease in Revenue Attributed to Repeat Customers (3)] [PlaceofIncorporation Subsidiaries Light In The Box Limited Hong Kong Lanting Jishi Trade (Shenzhen)Ltd. Variable Interest Entities Shenzhen Lanting Huitong TechnologiesLtd. Beijing Lanting Gaochuang TechnologiesLtd. Subsidiary of Variable Interest Entity Shanghai Ouku Network Technologies EX-21.1 a2212754zex-21_1.htm 31 EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in the Registration Statement on FormF-1 of our reportted April17, 2013 relating to thensolidated financial statements of LightInTheBoxLtd. and its subsidiaries, variable interest entities and variable interest entities subsidiaries and the financial statementhedule of LightInTheBoxLtd. for the years ended December31, 2010, 2011 and 2012,] [Consent of iResearchnsulting May 14, 2012 LightInTheBox 25F, Tower A, Ocean International Center, No. 56 East Fourth Ring Road, Chaoyang District, Beijing 100025 Peoples Republic of China Ladies and Gentlemen: iResearchnsulting furthernsent tolusion of information,ta and statements from the report entitled B2C Online Export Project (the Report) in thempanys Registration Statement and the SEC Filings,] [CODE OF BUSINESSNDUCT AND ETHICS OF LIGHTINTHEBOX INTRODUCTION LightInTheBoxmpanyde and its subsidiaries (collectively the employees executive officers Thisde applies tol of the directors, officers, employees andvisors of thempany, whether they work for thempany on a full-time, part-time,nsultative, or temporary basis. We refer to these persons our] [April 17, 2013 LightInTheBoxLtd. Building 2, Area D, Floor 1-2, Diantong Times Square No.7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 Peoples Republic of China Ladies and Gentlemen, Re:Legal Opinion We are lawyers qualified in the Peoples Republic of China (the) and are qualified to issue opinions on Laws (as defined in SectionI). For the] [Amendment No.6 REGISTRATION STATEMENT LightInTheBoxCo.,Ltd.yman Islands 5961 Not Applicable 25F, Tower A, Ocean International Center, Law Debenturerporate ServicesInc.pies to: Leiming Chen, Esq.vidT. Zhang, Esq. Approximatete ofmmencement of proposedle to the public: o o o oLCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of Securities]

By | 2016-02-05T23:40:06+00:00 April 17th, 2013|Categories: Chinese Stocks, LITB, Webplus ver|Tags: , , , , , |0 Comments
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VIPS [Vipshop] F-1: (Original Filing)

[FORM F-1 REGISTRATION STATEMENT Vipshop Holdings Limited Not Applicable Cayman Islands 5961 Not Applicable No. 20 Huahai Street, Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including Copies to: Z. Julie Gao, Esq. Leiming Chen, Esq. Approximate date of commencement of proposed sale to the public: o o o o CALCULATION OF REGISTRATION FEE (1)] [Office: +852 2801 6066 Mobile: +852 6621 8994 rthorp@traversthorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China 21 February 2013 Dear Sirs Vipshop Holdings Limited. Company We have acted as Cayman Islands legal advisers to Vipshop Holdings Limited (the “ Registration Statement (the “ Commission Act Shares related to the offering and] [Vipshop Holdings Limited No. 20 Huahai Street SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com February 21, 2013 FIRM/AFFILIATE BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA] [Second Amended and Restated Equity Interest Pledge Agreement this Agreement China This Second Amended and Restated Equity Interest Pledge Agreement (“ Party A: Vipshop (China) Co., Ltd. Party A Pledgee (“ Address: Building 6, No. 20, Huahai Street, Fang Village, Liwan District, Guangzhou Party B: Shen Ya ID No.: Party C: Hong Xiaobo ID No.: Party D: Wu Bin ID] [Second Amended and Restated Exclusive Option Agreement This Second Amended and Restated this Agreement Exclusive Option Agreement (“ P arties below as of October 17, 20 China 12, in Guangzhou, the People’s Republic of China (“ : Party A : Shen Ya , a citizen of the China with Chinese identification No. : Party B: Hong Xiaobo , a citizen] [Amended and Restated Power of Attorney Vipshop My Shareholding WFOE I, Shen Ya, a Chinese citizen with Chinese Identification Card No.: , and a holder of 52% of the entire registered capital in Guangzhou Vipshop Information Technology Co., Ltd., (“ The WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to] [List of the Subsidiaries and Affiliated Entities of Vipshop Holdings Limited Name Jurisdiction of Affiliate Relationship Subsidiaries: Vipshop International Holdings Limited Hong Kong Wholly-owned subsidiary Vipshop (China) Co., Ltd. PRC Wholly-owned subsidiary Vipshop (Kunshan) E-Commerce Co., Ltd. PRC Wholly-owned subsidiary Vipshop (Jianyang) E-Commerce Co., Ltd. PRC Wholly-owned subsidiary Vipshop (Beijing) E-Commerce Co., Ltd. PRC] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of Vipshop Holdings Limited on Form F-1 of our report dated February 21, 2013 related to the consolidated financial statements of Vipshop Holdings Limited as of December 31, 2010, 2011 and 2012, and for each of the three years in the period ended December] [Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. 2802-2803, Tower A, Dawning Center 500 Hongbaoshi Road, Shanghai, 201103, P.R.China Tel: +86 21 5407 5780 / 81 / 82 / 83 Fax:+86 21 3209 8500 www. frost.com February 21 , 2013 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China Re: Vipshop Holdings Limited] [February 21, 2013 Vipshop Holdings Limited To: No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China Dear Sirs or Madams, PRC China We are qualified lawyers of the People’s Republic of China (the “ Company Offering Offered ADSs Ordinary Shares Registration Statement We act as the PRC counsel to Vipshop Holdings Limited (the “ A. Documents]

By | 2016-03-12T22:51:19+00:00 February 21st, 2013|Categories: Chinese Stocks, SEC Original, VIPS|Tags: , , , , , |0 Comments
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VIPS [Vipshop] F-1: FORM F-1 REGISTRATION STATEMENT Vipshop Holdings Limited Not

[FORM F-1 REGISTRATION STATEMENT Vipshop Holdings Limited Not Applicable Cayman Islands 5961 Not Applicable No. 20 Huahai Street, Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including Copies to: Z. Julie Gao, Esq. Leiming Chen, Esq. Approximate date of commencement of proposed sale to the public: o o o o CALCULATION OF REGISTRATION FEE (1)] [Office: +852 2801 6066 Mobile: +852 6621 8994 rthorp@traversthorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China 21 February 2013 Dear Sirs Vipshop Holdings Limited. Company We have acted as Cayman Islands legal advisers to Vipshop Holdings Limited (the “ Registration Statement (the “ Commission Act Shares related to the offering and] [Vipshop Holdings Limited No. 20 Huahai Street SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com February 21, 2013 FIRM/AFFILIATE BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA] [Second Amended and Restated Equity Interest Pledge Agreement this Agreement China This Second Amended and Restated Equity Interest Pledge Agreement (“ Party A: Vipshop (China) Co., Ltd. Party A Pledgee (“ Address: Building 6, No. 20, Huahai Street, Fang Village, Liwan District, Guangzhou Party B: Shen Ya ID No.: Party C: Hong Xiaobo ID No.: Party D: Wu Bin ID] [Second Amended and Restated Exclusive Option Agreement This Second Amended and Restated this Agreement Exclusive Option Agreement (“ P arties below as of October 17, 20 China 12, in Guangzhou, the People’s Republic of China (“ : Party A : Shen Ya , a citizen of the China with Chinese identification No. : Party B: Hong Xiaobo , a citizen] [Amended and Restated Power of Attorney Vipshop My Shareholding WFOE I, Shen Ya, a Chinese citizen with Chinese Identification Card No.: , and a holder of 52% of the entire registered capital in Guangzhou Vipshop Information Technology Co., Ltd., (“ The WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to] [List of the Subsidiaries and Affiliated Entities of Vipshop Holdings Limited Name Jurisdiction of Affiliate Relationship Subsidiaries: Vipshop International Holdings Limited Hong Kong Wholly-owned subsidiary Vipshop (China) Co., Ltd. PRC Wholly-owned subsidiary Vipshop (Kunshan) E-Commerce Co., Ltd. PRC Wholly-owned subsidiary Vipshop (Jianyang) E-Commerce Co., Ltd. PRC Wholly-owned subsidiary Vipshop (Beijing) E-Commerce Co., Ltd. PRC] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of Vipshop Holdings Limited on Form F-1 of our report dated February 21, 2013 related to the consolidated financial statements of Vipshop Holdings Limited as of December 31, 2010, 2011 and 2012, and for each of the three years in the period ended December] [Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. 2802-2803, Tower A, Dawning Center 500 Hongbaoshi Road, Shanghai, 201103, P.R.China Tel: +86 21 5407 5780 / 81 / 82 / 83 Fax:+86 21 3209 8500 www. frost.com February 21 , 2013 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China Re: Vipshop Holdings Limited] [February 21, 2013 Vipshop Holdings Limited To: No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China Dear Sirs or Madams, PRC China We are qualified lawyers of the People’s Republic of China (the “ Company Offering Offered ADSs Ordinary Shares Registration Statement We act as the PRC counsel to Vipshop Holdings Limited (the “ A. Documents]

By | 2016-03-12T22:52:29+00:00 February 21st, 2013|Categories: Chinese Stocks, VIPS, Webplus ver|Tags: , , , , , |0 Comments
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YY [YY] F-1: (Original Filing)

[PROSPECTUS (Subject to Completion) Issued , 2012 American Depositary Shares YY Inc. REPRESENTING CLASS A COMMON SHARES YY Inc. is offering American Depositary Shares, or ADSs, and the selling shareholders are offering ADSs. Each ADS represents Class A common shares, par value $0.00001 per share. This is our initial public offering and no public market currently exists for our ADSs] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF YY Inc. (adopted by special resolution on September 6, 2011) 1. YY Inc. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand] [] [Execution Version INVESTORS’ RIGHTS AGREEMENT Agreement This INVESTORS’ RIGHTS AGREEMENT (this “ Company (1) YY Inc., a limited liability company duly incorporated and validly existing under the laws of the Cayman Islands (the “ Duowan BVI (2) Duowan Entertainment Corp., a limited liability company duly incorporated and validly existing under the laws of the British Virgin Islands (the “ Cayman] [Execution Version RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement This RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “ Company (1) YY Inc., a limited liability company duly incorporated and validly existing under the laws of the Cayman Islands (the “ Duowan BVI (2) Duowan Entertainment Corp., a limited liability company duly incorporated and validly existing under the laws] [Execution version Dated September 6, 2011 The persons whose names and addresses are set out in Schedule 1 Part A and The corporations whose names and addresses are set out in Schedule 1 Parts B, C and D (Vendors) and YY Inc. (Purchaser) Share Exchange Agreement relating to Duowan Entertainment Corp. This Share Exchange Agreement is made on the 6] [[date], 2012 Matter No.:876102 Doc Ref: Pl/al/1920585v1 (852) 2842 9551 Paul.Lim@conyersdill.com YY Inc. Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 China Dear Sirs, Re: YY Inc. (the “Company”) Public Offering ADSs Common Shares Prospectus Registration Statement Securities Act Commission We have acted as special Cayman Islands legal counsel to the Company in] [KADDEN RPS LATE EAGHER LOM S AFFILIATE OFFICES 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 __________ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com __________ BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON __________ BEIJING BRUSSELS FRANKFURT LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO October 15, 2012 YY Inc. Building 3-08 Yangcheng Creative Industry] [LEGAL OPINION To: YY Inc. Building 3-08 Yangcheng Creative Industry Zone No.309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 P.R.C October 15, 2012 Dear Sir/Madam YY INC. PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement SEC ADSs Offering We are acting as PRC legal counsel to YY Inc. (the “ 1 Documents] [Execution Copy DUOWAN ENTERTAINMENT CORP. RULES OF THE EMPLOYEE EQUITY INCENTIVE SCHEME 1. DEFINITIONS AND INTERPRETATION 1.1 In these Rules: “Adoption Date” “Allotment Date” Administrator “ “Articles” “Auditors” “Board” “Board Approval” “Cause” 1 DUOWAN EMPLOYEE INCENTIVE RULES “Cessation Date” “Company” “Date of Grant” “Escrow Holder” “Employee” “Exercise Price” “Exit” “Fully Diluted Capital” “Grantee” “Group” “Group Company” “Hong Kong” 2 DUOWAN] [YY INC. 2011 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the YY Inc. 2011 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context] [FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between YY Inc., an exempted company duly incorporated and validly existing under the law of the Cayman Islands (the “Company”), and (the “Indemnitee”), a director/an executive officer of the Company. WHEREAS, the Indemnitee has agreed to serve as a director/an executive] [EMPLOYMENT AGREEMENT (FORM) Group 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 this Agreement. AGREEMENT The parties hereto agree] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on August 12, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Duowan Entertainment Information Technology (Beijing) Company Limited Address: Suite 1707C3, Qingyun Dangdai Plaza, No. 9 Mantingfangyuan Community, Qingyunli, Haidian District, Beijing] [Supplementary Agreement to Exclusive Business Cooperation Agreement This Supplementary Agreement to Exclusive Business Cooperation Agreement (the “Supplementary Agreement”) is entered into by and among the following parties on November 10, 2011: Party A: Duowan Entertainment Information Technology (Beijing) Company Address: Room B1507, Huizhi Building, No. 9 Xueqing Road, Haidian District, Beijing Party B: Guangzhou Huaduo Network Technology Company Limited Address:] [Confirmation Letter Duowan Entertainment Information Technology (Beijing) Company (“Beijing Duowan”) and Guangzhou Huaduo Network Technology Company Limited (“Guangzhou Huaduo”) have entered into an Exclusive Business Cooperation Agreement (the “Original Agreement”) on August 12, 2008. According to Section 2 of the Original Agreement, both parties confirm the fee rate and payment of services as follows: 1. Fee rate of services: Guangzhou] [Exclusive Technology Support and Technology Service Agreement This Exclusive Technology Support and Technology Services Agreement (the “Agreement”) is executed by the following parties on August 12, 2008 in Beijing: Party A: Duowan Entertainment Information Technology (Beijing) Company Limited Address: Suite 1707C3, Qingyun Dangdai Plaza, No.9 Mantingfangyuan Community, Qingyunli, Haidian District, Beijing Party B: Guangzhou Huaduo Network Technology Company Limited Address:] [Supplementary Agreement to Exclusive Technology Support and Technology Services Agreement This Supplementary Agreement to Exclusive Technology Support and Technology Services Agreement (the “Supplementary Agreement”) is entered into by and among the following parties on November 10, 2011: Party A: Duowan Entertainment Information Technology (Beijing) Company Address: Room B1507, Huizhi Building, No. 9 Xueqing Road, Haidian District, Beijing Party B: Guangzhou] [Confirmation Letter Duowan Entertainment Information Technology (Beijing) Company (“Beijing Duowan”) and Guangzhou Huaduo Network Technology Company Limited (“Guangzhou Huaduo”) have entered into an Exclusive Technology Support and Technology Services Agreement (the “Original Agreement”) on August 12, 2008. According to Section 2 of the Original Agreement, both parties confirm the fee rate and payment of services as follows: 1. Fee rate] [Power of Attorney Beijing Tuda Science and Technology Company Limited (Seal) Dated: September 16, 2011 1 Power of Attorney Dated: September 16, 2011 2 Power of Attorney Dated: September 16, 2011 3 Power of Attorney] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) dated September 16, 2011, is made in Beijing, the People’s Republic of China (the “PRC”), by and among: Party A: Duowan Entertainment Information Technology (Beijing) Company Limited Address: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing Party B: Beijing Tuda Science and Technology Company Limited Address: Suite B1506, Huizhi] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Contract”), dated September 16, 2011, is made in the People’s Republic of China (the “PRC”), by and between: Party A: Duowan Entertainment Information Technology (Beijing) Company Limited (“Pledgee”) Address: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing Party B: Beijing Tuda Science and Technology Company Limited (“Pledgor”) Address:] [Consent Letter Beijing Tuda Science and Technology Company Limited, Xueling Li, Jun Lei, Bin Zhao, Jin Cao (the “Pledgor”) have entered into an Equity Interest Pledge Agreement (the “Agreement”), respectively, with Duowan Entertainment Information Technology (Beijing) Company Limited (the “Beijing Duowan”) on September 16, 2011, to pledge their respective equity interests in Guangzhou Huaduo Network Technology Co., Ltd. (the “Guangzhou] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 3, 2009 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Duowan Entertainment Information Technology (Beijing) Company Limited Address: Suite 1707C3, Qingyun Dangdai Plaza, No. 9 Mantingfangyuan Community, Qingyunli, Haidian District, Beijing] [Supplementary Agreement to Exclusive Business Cooperation Agreement This Supplementary Agreement to Exclusive Business Cooperation Agreement (the “Supplementary Agreement”) is entered into by and among the following parties on November 10, 2011: Party A: Duowan Entertainment Information Technology (Beijing) Company Address: Room B1507, Huizhi Building, No. 9 Xueqing Road, Haidian District, Beijing Party B: Beijing Tuda Science and Technology Company Limited] [Confirmation Letter Duowan Entertainment Information Technology (Beijing) Company (“Beijing Duowan”) and Beijing Tuda Science and Technology Company Limited (“Beijing Tuda”) have entered into an Exclusive Business Cooperation Agreement (the “Original Agreement”) on December 3, 2009. According to Section 2 of the Original Agreement, both parties confirm the fee rate and payment of services as follows: 1. Fee rate of services:] [Exclusive Technology Support and Technology Service Agreement This Exclusive Technology Support and Technology Services Agreement (the “Agreement”) is executed by the following parties on December 3, 2009 in Beijing: Party A: Duowan Entertainment Information Technology (Beijing) Company Limited Address: Suite 1707C3, Qingyun Dangdai Plaza, No.9 Mantingfangyuan Community, Qingyunli, Haidian District, Beijing Party B: Beijing Tuda Science and Technology Company Limited] [Supplementary Agreement to Exclusive Technology Support and Technology Services Agreement This Supplementary Agreement to Exclusive Technology Support and Technology Services Agreement (the “Supplementary Agreement”) is entered into by and among the following parties on November 10, 2011: Party A: Duowan Entertainment Information Technology (Beijing) Company Address: Room B1507, Huizhi Building, No. 9 Xueqing Road, Haidian District, Beijing Party B: Beijing] [Confirmation Letter Duowan Entertainment Information Technology (Beijing) Company (“Beijing Duowan”) and Beijing Tuda Science and Technology Company Limited (“Beijing Tuda”) have entered into an Exclusive Technology Support and Technology Services Agreement (the “Original Agreement”) on December 3, 2009. According to Section 2 of the Original Agreement, both parties confirm the fee rate and payment of services as follows: 1. Fee] [Power of Attorney Dated: May 27, 2011 1 Power of Attorney Dated: May 27, 2011 2 Power of Attorney Dated: May 27, 2011 3] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) dated May 27, 2011, is made in Beijing, the People’s Republic of China (the “PRC”), by and among: Party A: Duowan Entertainment Information Technology (Beijing) Company Limited Address: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing Party B: Xueling Li Address: Party C: Beijing Tuda Science and Technology Company] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Contract”), dated July 1, 2011, is made in the People’s Republic of China (the “PRC”), by and between: Party A: Duowan Entertainment Information Technology (Beijing) Company Limited (“Pledgee”) Address: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing Party B: Xueling Li (“Pledgor”) Address: The Pledged equity interest is] [Consent Letter Xueling Li, Bin Zhao and Jin Cao (the “Pledgor”) have entered into an Equity Interest Pledge Agreement (the “Agreement”), respectively, with Duowan Entertainment Information Technology (Beijing) Company Limited (the “Beijing Duowan”) on July 1, 2011, to pledge their respective equity interests in Beijing Tuda Science and Technology Company Limited (the “Beijing Tuda”) to Beijing Duowan. Pledgors have reached] [Joint Operation Agreement with respect to Web Game “Dandan Tang” July 1st, 2011 This agreement (the “Agreement”) was signed in Tianhe District of Guangzhou City on Parties: Party A: Shenzhen 7th Road Technology Co., Ltd. (the “Party A”) Address: 16 # Floor Yanxiang Technology Building, No.31 Gao Xin Zhong Si Road, Nanshan District, Shenzhen Person in charge: Cao Kai Party] [List of Subsidiaries of YY Inc. Name Jurisdiction of incorporation Relationship with the Duowan Entertainment Corp. BVI Wholly-owned subsidiary NeoTasks Inc. Cayman Islands Wholly-owned subsidiary NeoTasks Limited Hong Kong Wholly-owned subsidiary Guangzhou Huanju Shidai Information Technology Company Limited PRC Wholly-owned subsidiary Duowan Entertainment Information Technology (Beijing) Company Limited PRC Wholly-owned subsidiary Zhuhai Duowan Information Technology Company Limited PRC Wholly-owned subsidiary] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of YY Inc. of our report dated July 13, 2012, relating to the financial statements of YY Inc., which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.] [Consent of iResearch Consulting Group September 5, 2012 YY Inc. Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Ave. Middle, Tianhe District Guangzhou, P.R.C., 510655 Ladies and Gentlemen: Registration Statement Company SEC SEC Filings iResearch Consulting Group hereby consents to references to its name in the registration statement on Form F-1 (together with any amendments thereto, the “ iResearch] [Consent of DCCI Data Center of China Internet September 21, 2011 YY Inc. No. 50 Jianzhong Road Tianhe Software Park Tianhe District, Guangzhou 510660 People’s Republic of China Tel: (+86 20) 8553-5024 Ladies and Gentlemen: DCCI Registration Statement Company SEC SEC Filings DCCI Data Center of China Internet (“ DCCI further consents to inclusion of, summary of and reference to] [YY INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting of] [To: YY Inc. Building 3-08 Yangcheng Creative Industry Zone No.309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 P.R.C October 15, 2012 Dear Sirs/Madam YY INC. PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement SEC ADSs Offering We are acting as PRC legal counsel to YY Inc. (the “ Opinion This legal opinion] [[Page intentionally left blank for graphics] PROSPECTUS (SUBJECT TO COMPLETION) DATED , 2012 AMERICAN DEPOSITARY SHARES YY Inc. Representing Common Shares This is an initial public offering of American depositary shares, or ADSs, of YY Inc. Each ADS represents common shares, par value US$0.00001 per share. We are offering ADSs[, and the selling shareholders identified in this prospectus are offering] [[Page intentionally left blank for graphics] PROSPECTUS (SUBJECT TO COMPLETION) DATED , 2012 AMERICAN DEPOSITARY SHARES YY Inc. Representing Common Shares This is an initial public offering of American depositary shares, or ADSs, of YY Inc. Each ADS represents common shares, par value US$0.00001 per share. We are offering ADSs[, and the selling shareholders identified in this prospectus are offering] [[Page intentionally left blank for graphics] PROSPECTUS (SUBJECT TO COMPLETION) DATED , 2012 AMERICAN DEPOSITARY SHARES YY Inc. Representing Class A Common Shares This is an initial public offering of American depositary shares, or ADSs, of YY Inc. Each ADS represents Class A common shares, par value US$0.00001 per share. We are offering ADSs[, and the selling shareholders identified in]

By | 2016-03-01T22:06:49+00:00 October 15th, 2012|Categories: Chinese Stocks, SEC Original, YY|Tags: , , , , , |0 Comments
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